Willis North America Inc, et al. – ‘F-4/A’ on 8/16/99

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Pre-Effective Amendment to 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/A       Pre-Effective Amendment to Registration Statement    274   1.28M 
                          of a Foreign Private Issuer for                        
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                   4     13K 
 3: EX-5.2      Opinion re: Legality                                   2     11K 
 4: EX-8.1      Opinion re: Tax Matters                                3     11K 
 5: EX-23.3     Consent of Ernst & Young                               1      6K 

F-4/A   —   Pre-Effective Amendment to Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 1999 

                                                      REGISTRATION NO. 333-74483
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

AMENDMENT NO. 4 

TO

FORM F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

--------------------------

                                                                [Download Table]
                                                                               
  WILLIS CORROON GROUP      WILLIS CORROON PARTNERS        WILLIS CORROON      
         LIMITED                                             CORPORATION       
(Exact Name of Registrant  (Exact Name of Registrant  (Exact Name of Registrant
   Parent Guarantor as     Guarantor as Specified in   Issuer as Specified in  
Specified in its Charter)        its Charter)               its Charter)       
    ENGLAND AND WALES              DELAWARE                   DELAWARE         
     (State or other            (State or other            (State or other     
     jurisdiction of            jurisdiction of            jurisdiction of     
    incorporation or           incorporation or           incorporation or     
      organization)              organization)              organization)      
          6411                       6411                       6411           
    (Primary Standard          (Primary Standard          (Primary Standard    
       Industrial                 Industrial                 Industrial        
   Classification Code        Classification Code        Classification Code   
         Number)                    Number)                    Number)         
          NONE                    62-1761909                 13-5654526        
    (I.R.S. Employer           (I.R.S. Employer           (I.R.S. Employer     
 Identification Number)     Identification Number)     Identification Number)  

--------------------------

TEN TRINITY SQUARE
LONDON EC3P 3AX 
ENGLAND 
(011) 44-171-488-8111 

(Address, including zip code, and telephone number, 
including area code, of registrant parent guarantor's principal executive 
offices)

------------------------------

BART R. SCHWARTZ, ESQ.
26 CENTURY BOULEVARD
P.O. BOX 305026 
NASHVILLE, TN 37214 
(615) 872-3000

(Address, including zip code, and telephone number, 
including area code, of registrant issuer's principal executive offices)
(Name, address, including zip code, 
and telephone number, including area code, of agent for service)

------------------------------

WITH A COPY TO: 
EDWARD P. TOLLEY III, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000

--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as     
practicable after this Registration Statement becomes effective.                

If the securities being registered on this form are being offered in    
connection with the formation of a holding company and there is compliance with 
General Instruction G, check the following box. / /                             

If this form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act Registration number of the earlier effective            
Registration Statement for the same offering. / /                               

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities       
Registration Statement number of the earlier effective Registration Statement   
for the same offering. / /                                                      

--------------------------

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS     
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION 
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF  
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT    
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID  
SECTION 8(A), MAY DETERMINE.                                                    

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Prospectus                                                                      

$550,000,000                                                                    

WILLIS CORROON CORPORATION                                                      

OFFER TO EXCHANGE ALL OUTSTANDING 9% SENIOR SUBORDINATED                        
NOTES DUE 2009 FOR 9% SENIOR SUBORDINATED NOTES DUE 2009,                       
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933                     

UNCONDITIONALLY GUARANTEED ON A SENIOR SUBORDINATED BASIS BY WILLIS CORROON     
GROUP LIMITED AND WILLIS CORROON PARTNERS                                       

THE EXCHANGE OFFER                                                              

-  Willis Corroon Corporation will exchange all outstanding notes that are      
 validly tendered and not validly withdrawn for an equal principal amount of
exchange notes that are freely tradeable.                                 

-  You may withdraw tenders of outstanding notes at any time prior to the       
expiration of the exchange offer.                                         

-  The exchange offer expires at 5:00 p.m., New York City time, on September 17,
1999, unless extended. We do not currently intend to extend the expiration
date.                                                                     

THE EXCHANGE NOTES                                                              

-  The terms of the exchange notes to be issued in the exchange offer are       
substantially identical to the outstanding notes, except that the exchange
notes will be freely tradeable.                                           

LISTING OF EXCHANGE NOTES                                                       

-  We have applied for listing of the exchange notes on the Luxembourg Stock    
Exchange.                                                                 

YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 16 OF THIS     
PROSPECTUS BEFORE PARTICIPATING IN THE EXCHANGE OFFER.                          

--------------------------------------

    The exchange notes are only being offered in the United Kingdom to
persons whose ordinary activities involve them in acquiring, holding, managing  
or disposing of investments (as principal or agent) for the purposes of their   
business and neither this prospectus nor any other document issued in connection
with the offering may be passed on to any person in the United Kingdom unless   
that person is sufficiently expert to understand the risks involved as described
in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) 
(Exemptions) Order 1996 (as amended) or is a person to whom the document may    
otherwise lawfully be issued or passed on. All applicable provisions of the     
Financial Services Act 1986 must be complied with in respect of anything done in
relation to the exchange notes in, from or otherwise involving the United       
Kingdom.                                                                        

------------------------------------------

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A     
CRIMINAL OFFENSE.                                                               

------------------------------------------

The date of this prospectus is August 18, 1999. 

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TABLE OF CONTENTS 

                                                                [Download Table]

                                           PAGE   
                                           -----  
                                                  
Prospectus Summary....................           1
Risk Factors..........................          16
Forward Looking Statements............          30
Presentation of Currency and Financial            
  Information; Exchange Rates.........          31
The Tender Offer and Related                      
  Financings..........................          32
Use of Proceeds.......................          35
Capitalization........................          36
Unaudited Condensed Pro Forma                     
  Consolidated Financial                          
  Information.........................          37
Selected Historical Consolidated                  
  Financial Data......................          43
Management's Discussion and Analysis              
  of Financial Condition and Results              
  of Operations.......................          44
Supplemental Constant Currency                    
  Financial Data......................          64
Business..............................          67
Management............................          89
Shareholders..........................          94


                                           PAGE   
                                           -----  
                                                  

Certain Relationships and Related                 
  Transactions........................          98
Description of the Senior Credit                  
  Facilities..........................          99
Description of Preference Shares......         102
The Exchange Offer....................         104
Description of the Notes..............         116
Registration Rights Agreement.........         177
United States Federal Income Tax                  
  Consequences of the Exchange Offer..         181
United States Federal Income Tax                  
  Consequences to Non-U.S. Holders....         181
Material United Kingdom Tax                       
  Consequences of Payments by Willis              
  Corroon Group as Guarantor..........         184
Material United Kingdom Tax                       
  Consequences of the Exchange Offer..         184
Book-Entry; Delivery and Form.........         185
Plan of Distribution..................         189
Legal Matters.........................         190
Experts...............................         190
Where You Can Find More Information...         190
Listing and General Information.......         191
Index to Financial Statements.........         F-1
Appendix A............................         A-1

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PROSPECTUS SUMMARY

     THIS SUMMARY HIGHLIGHTS KEY INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS. IT MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. 
FOR A MORE COMPLETE UNDERSTANDING OF THE EXCHANGE OFFER, WE ENCOURAGE YOU TO    
READ THIS PROSPECTUS IN ITS ENTIRETY. IN THIS PROSPECTUS, "WILLIS CORROON,"     
"WE," "US" OR "OUR" REFERS TO WILLIS CORROON GROUP LIMITED AND ITS CONSOLIDATED 
SUBSIDIARIES, EXCLUDING OUR "ASSOCIATES," ENTITIES IN WHICH WILLIS CORROON      
MAINTAINS AN OWNERSHIP INTEREST OF AT LEAST 20% BUT NO MORE THAN 50%. UNLESS    
OTHERWISE SPECIFICALLY INDICATED, ALL MARKET INFORMATION OR OTHER STATEMENTS    
PRESENTED IN THIS PROSPECTUS REGARDING WILLIS CORROON'S POSITION RELATIVE TO ITS
COMPETITION ARE BASED UPON STATISTICAL DATA OR INFORMATION, INCLUDING BROKERAGE 
REVENUES, PUBLISHED IN BUSINESS INSURANCE (JULY 20, 1998). FOR PURPOSES OF THE  
BUSINESS INSURANCE RANKINGS, BROKERAGE REVENUES ARE DEFINED AS GROSS REVENUES   
GENERATED BY INSURANCE BROKERAGE, CONSULTING AND RELATED SERVICES.              

WILLIS CORROON

      We are the third largest insurance broker in the world. We provide a
broad range of value-added risk management consulting and insurance brokering   
services to some 50,000 clients worldwide. We trace our history to 1828 and we  
are a leading insurance broker in the U.K., the U.S. and, directly and through  
our associates, in many other countries. We are a recognized leader in providing
specialized risk management advisory and other services on a global basis to    
clients in various industries.                                                  

       We and our associates serve a diverse base of clients located in more
than 125 countries. With approximately 12,000 employees around the world and a  
network of more than 250 offices in 69 countries, in each case including our    
associates, we believe we are one of only three insurance brokers in the world  
possessing the global operating presence, broad product expertise and extensive 
distribution network necessary to effectively meet the global risk management   
needs of many of our clients. For the twelve months ended December 31, 1998, our
Reported Revenues were L718.2 million ($1,192.2 million).                       

INDUSTRY OVERVIEW 

       Insurance brokers, such as Willis Corroon, provide essential services
to users of insurance and reinsurance products. Such users include corporations,
public institutions and insurance carriers. Brokers distribute insurance        
products and provide highly specialized, and often highly technical, value-added
risk management consulting services. Through its knowledge of the insurance     
market and risk                                                                 

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management techniques, the broker provides value to its clients and the         
insurance carriers with whom the broker deals by:                               

                                                        [Enlarge/Download Table]

                    VALUE TO CLIENTS                                    VALUE TO INSURANCE CARRIERS               
--------------------------------------------------------  --------------------------------------------------------
                                                                                                                  

- assisting clients in their analysis of risk;            - assessing a potential insurance user's risk management
- helping clients formulate appropriate strategies to       needs, structuring an appropriate insurance program to
  manage those risks;                                       meet those needs and placing risks to be insured with 
- negotiating insurance policy terms and conditions;        an insurance carrier;                                 
- placing risks to be insured with insurance carriers     - acting as a principal distribution channel for        
  through its distribution network and taking advantage     insurance products; and                               
  of its ability to place insurance at rates often lower  - providing access to insurance buyers that most        
  than the client could achieve on its own; and             insurance companies are not equipped to reach on their
- providing specialized self-insurance consulting and       own.                                                  
  other risk management consulting services apart from                                                            
  its traditional intermediary role.                                                                              

There are three main subsectors of the brokerage industry:    

 - retail brokering, which involves business and services transacted
between brokers and commercial or individual customers;       

    - wholesale brokering, which involves business and services transacted
      between two brokers, or agents, when one broker uses the services or
products of another broker; and                               

      - reinsurance brokering, which involves placing reinsurance coverage for
primary insurance and reinsurance carriers.                   

        Industry revenue has been relatively stable in recent years. According
to BUSINESS INSURANCE, the 192 largest commercial insurance brokers globally    
reported brokerage revenues totaling $16.7 billion in 1997. Recent consolidation
among the largest insurance brokers, however, has significantly altered the     
industry's competitive dynamics. Significant factors in broker consolidation    
include:                                                                        

     - the increased need by clients for products and services with a global
scope; and                                                    

- better economies of scale available to larger firms.            

As a result, the insurance brokerage industry is now led by its three global    
participants: Marsh & McLennan Companies, Inc. (with approximately 35% of the   
worldwide market comprised of the 192 brokers in 1997 referred to above, 9% of  
which is attributable to Sedgwick Group plc, a company acquired by Marsh &      
McLennan in 1998), Aon Corporation (with approximately 24%) and Willis Corroon  
(with approximately 7%). The industry is highly fragmented beyond these three   
brokers with the next largest broker having less than a 3% share of the $16.7   
billion market.                                                                 

RECENT MANAGEMENT INITIATIVES 

        In 1996, we developed and launched a series of initiatives referred to
as the "change program." The change program was designed to enhance revenues,   
improve efficiency and transition                                               

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us from a traditional commission-based insurance broker to a more comprehensive 
professional advisory services firm. As part of the change program, we          
established certain key initiatives to:                                         

- enhance operating efficiencies;                                 

- intensify efforts to develop existing and new accounts;         

     - increase cross-selling of both existing and new products and services
to our existing clients; and                                  

- maximize leverage in placing insurance with insurance carriers. 

In addition, we developed initiatives focused on maximizing the talent and      
expertise of our brokers and consultants. Accordingly, we:                      

- developed improved techniques for recruitment and assessment;   

- instituted a new incentive structure for brokers in the U.S.;   

     - implemented a new and more frequent appraisal process, including peer
review;                                                       

- created new training and development programs;                  

    - invested in technology to enhance communication among employees; and

 - formed practice groups to share knowledge on specific industry or
product areas.                                                

Currently, each of our business units has developed an action plan setting out  
the implementation of the initiatives which make up the change program. These   
action plans are presented annually to the board of directors of Willis Corroon 
Group and there are related follow-up reports and presentations during the year.

     For a complete discussion of our recent management initiatives, see
"Business--Recent Management Initiatives."                                      

COMPETITIVE STRENGTHS 

         We believe that the following will enable us to develop our business in
that we have:                                                                   

- a strong franchise with leading market positions;               

- a strong global presence;                                       

- an extensive and diverse client base;                           

- a broad array of client-oriented services and products;         

- management with experience and incentives; and                  

- strong sponsorship.                                             

For a complete discussion of our competitive strengths, see   
"Business--Competitive Strengths."                                              

BUSINESS STRATEGY 

         Our strategic objectives are to continue to grow revenues and cash flow
and to enhance our position as a leading global provider of risk management     
services. The key elements of this strategy are to:                             

- capitalize on our strong global franchise;                      

- emphasize value-added services;                                 

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- increase operating efficiencies; and                            

- pursue strategic growth opportunities.                          

For a complete discussion of our business strategy, see       
"Business--Business Strategy."                                                  

THE ISSUER

         Willis Corroon Corporation was incorporated in Delaware on December 20,
1928 and is an indirect, wholly-owned subsidiary of Willis Corroon Group        
Limited. Willis Corroon Corporation is a holding company for the operations of  
Willis Corroon's subsidiaries in North America. Willis Corroon Corporation's    
principal executive offices are located at 26 Century Boulevard, P.O. Box       
305026, Nashville, TN 37214, and its telephone number is (615) 872-3000.        

THE GUARANTORS

  Willis Corroon Group Limited is a company with limited liability
organized under the laws of England and Wales. Its principal executive offices  
are located at Ten Trinity Square, London EC3P 3AX, England, and its telephone  
number is (011) 44-171-488-8111. Willis Corroon Partners is a Delaware general  
partnership, the 99.9% general partner of which is Willis Corroon Group Limited 
and the 0.1% general partner of which is Willis Group Limited, a wholly-owned   
subsidiary of Willis Corroon Group Limited. Willis Corroon Partners, formed on  
November 11, 1998, has no independent operations, and its sole activity is to   
hold the capital stock of Willis Corroon Corporation. Each of Willis Corroon    
Group and Willis Corroon Partners have jointly and severally, fully and         
unconditionally, guaranteed the outstanding notes and will jointly and          
severally, fully and unconditionally, guarantee the exchange notes.             

THE TENDER OFFER AND RELATED FINANCINGS 

  KKR 1996 Fund (Overseas), Limited Partnership, an Alberta Canada
limited partnership, formed Trinity Acquisition plc, a public limited company   
organized under the laws of England and Wales, in order to make a cash tender   
offer for all of the issued and outstanding ordinary shares of Willis Corroon   
Group. Trinity Acquisition completed the acquisition procedure on November 10,  
1998 and assumed ownership and control of Willis Corroon Group. The outstanding 
notes were offered in connection with the tender offer in order to refinance    
certain interim financings. See "The Tender Offer and Related Financings." Where
financial data is presented on a pro forma basis, it reflects the following     
transactions, including three recent acquisitions, as though they had taken     
place at the beginning of the period reflected in the financial data:           

- the offering of the outstanding notes and the application of the
proceeds from that offering;                                  

   - the 50% interest in Gruppo Ital Brokers, which was acquired in July
1998, and its merger with our existing Italian operation;     

- the 30% interest in Assurandrgruppen A/S, which was acquired in 
September 1998; and                                           

     - the increased investment in our Spanish associate from 48% to 60% and
         the reorganization of the existing Spanish and Portuguese operations in
July 1998.                                                    

RECENT DEVELOPMENTS 

     On August 13, 1999, we issued our results for the second quarter of
1999 and the six months ended June 30, 1999 as measured against the             
corresponding periods in the prior year. For the complete text of the report    
containing our results for the second quarter and the six months ended June 30, 
1999, see Appendix A to this prospectus.                                        

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SUMMARY OF TERMS OF THE EXCHANGE OFFER

       On February 2, 1999, Willis Corroon Corporation completed the private
offering of the outstanding notes. References to "notes" in this prospectus are 
references to both the outstanding notes and the exchange notes.                

        Willis Corroon Corporation, Willis Corroon Partners and Willis Corroon
Group entered into an exchange and registration rights agreement with the       
initial purchasers in the private offering in which we agreed to deliver to you 
this prospectus and Willis Corroon Corporation agreed to complete the exchange  
offer within 270 days after the date of original issuance of the outstanding    
notes. In the exchange offer you are entitled to exchange your outstanding notes
for exchange notes which are identical in all material respects to the          
outstanding notes except that:                                                  

 - the exchange notes have been registered under the Securities Act;

    - the exchange notes are not entitled to registration rights under the
exchange and registration rights agreement; and               

     - certain contingent interest rate provisions are no longer applicable.

                                                        [Enlarge/Download Table]
                                                                                           
The Exchange Offer................ Willis Corroon Corporation is offering to exchange up to
                                   $550 million aggregate principal amount of exchange     
                                   notes for up to $550 million aggregate principal amount 
                                   of outstanding notes. Outstanding notes may be exchanged
                                   only in integral multiples of $1,000.                   

Resales........................... Based on an interpretation by the staff of the          
                                   Securities and Exchange Commission, the Commission, set 
                                   forth in no-action letters issued to third parties, we  
                                   believe that the exchange notes issued pursuant to the  
                                   exchange offer in exchange for outstanding notes may be 
                                   offered for resale, resold and otherwise transferred by 
                                   you (unless you are an "affiliate" of Willis Corroon    
                                   within the meaning of Rule 405 under the Securities Act)
                                   without compliance with the registration and prospectus 
                                   delivery provisions of the Securities Act, provided that
                                   you are acquiring the exchange notes in the ordinary    
                                   course of your business and that you have not engaged   
                                   in, do not intend to engage in, and have no arrangement 
                                   or understanding with any person to participate in, a   
                                   distribution of the exchange notes.                     

                                   Each participating broker-dealer that receives exchange 
                                   notes for its own account pursuant to the exchange offer
                                   in exchange for outstanding notes that were acquired as 
                                   a result of market-making or other trading activity must
                                   acknowledge that it will deliver a prospectus in        
                                   connection with any resale of the exchange notes. See   
                                   "Plan of Distribution."                                 

                                   Any holder of outstanding notes who                     

                                   - is an affiliate of Willis Corroon,                    

                                   - does not acquire exchange notes in the ordinary course
                                   of its business, or                                     

                                   - tenders in the exchange offer with the intention to   
                                     participate, or for the purpose of participating, in a
                                     distribution of exchange notes,                       

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                                                        [Enlarge/Download Table]
                                                                                           
                                   cannot rely on the position of the staff of the         
                                   Commission enunciated in Exxon Capital Holdings         
                                   Corporation, Morgan Stanley & Co. Incorporated or       
                                   similar no-action letters and, in the absence of an     
                                   exemption therefrom, must comply with the registration  
                                   and prospectus delivery requirements of the Securities  
                                   Act in connection with the resale of the exchange notes.

Expiration Date; Withdrawal                                                                
  of Tenders...................... The exchange offer will expire at 5:00 p.m., New York   
                                   City time, on September 17, 1999, or such later date and
                                   time to which Willis Corroon Corporation extends the    
                                   expiration date. A tender of outstanding notes pursuant 
                                   to the exchange offer may be withdrawn at any time prior
                                   to the expiration date. Any outstanding notes not       
                                   accepted for exchange for any reason will be returned   
                                   without expense to the tendering holder promptly after  
                                   the expiration or termination of the exchange offer.    

Certain Conditions to the                                                                  
  Exchange Offer.................. The exchange offer is subject to customary conditions,  
                                   which Willis Corroon Corporation may waive. Please read 
                                   the section captioned "The Exchange Offer--Certain      
                                   Conditions to the Exchange Offer" of this prospectus for
                                   more information regarding the conditions to the        
                                   exchange offer.                                         

Procedures for Tendering                                                                   
  Outstanding Notes............... If you wish to accept the exchange offer, you must      
                                   complete, sign and date the accompanying letter of      
                                   transmittal, or a facsimile of the letter of            
                                   transmittal, according to the instructions contained in 
                                   this prospectus and the letter of transmittal. You must 
                                   also mail or otherwise deliver the letter of            
                                   transmittal, or a facsimile of the letter of            
                                   transmittal, together with the outstanding notes and any
                                   other required documents, to the exchange agent at the  
                                   address set forth on the cover page of the letter of    
                                   transmittal. If you hold outstanding notes through The  
                                   Depository Trust Company, DTC, and wish to participate  
                                   in the exchange offer, you must comply with the         
                                   Automated Tender Offer Program procedures of DTC, by    
                                   which you will agree to be bound by the letter of       
                                   transmittal. By signing, or agreeing to be bound by, the
                                   letter of transmittal, you will represent to us that,   
                                   among other things:                                     

                                   - any exchange notes that you receive will be acquired  
                                   in the ordinary course of your business;                

                                   - you have no arrangement or understanding with any     
                                   person or entity to participate in a distribution of the
                                     exchange notes;                                       

                                   - if you are a broker-dealer that will receive exchange 
                                   notes for your own account in exchange for outstanding  
                                     notes that were acquired as a result of market-making 
                                     activities, that you will deliver a prospectus, as    
                                     required by law, in connection with any resale of such
                                     exchange notes;                                       

                                   - you are not an "affiliate," as defined in Rule 405 of 
                                   the Securities Act, of Willis Corroon or, if you are an 
                                     affiliate, you will comply with any applicable        
                                     registration and prospectus delivery requirements of  
                                     the Securities Act; and                               

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                                                        [Enlarge/Download Table]
                                                                                           
                                   - if you are a person in the United Kingdom, that your  
                                   ordinary activities involve you in acquiring, holding,  
                                     managing or disposing of investments, as principal or 
                                     agent, for the purposes of your business.             

Special Procedures for                                                                     
  Beneficial Owners............... If you are a beneficial owner of outstanding notes which
                                   are not registered in your name, and you wish to tender 
                                   such outstanding notes in the exchange offer, you should
                                   contact the registered holder promptly and instruct such
                                   registered holder to tender on your behalf. If you wish 
                                   to tender on your own behalf, you must, prior to        
                                   completing and executing the letter of transmittal and  
                                   delivering your outstanding notes, either make          
                                   appropriate arrangements to register ownership of the   
                                   outstanding notes in your name or obtain a properly     
                                   completed bond power from the registered holder.        

Guaranteed Delivery                                                                        
  Procedures...................... If you wish to tender your outstanding notes and your   
                                   outstanding notes are not immediately available or you  
                                   cannot deliver your outstanding notes, the letter of    
                                   transmittal or any other documents required by the      
                                   letter of transmittal or comply with the applicable     
                                   procedures under DTC's Automated Tender Offer Program   
                                   prior to the expiration date, you must tender your      
                                   outstanding notes according to the guaranteed delivery  
                                   procedures set forth in this prospectus under "The      
                                   Exchange Offer--Guaranteed Delivery Procedures."        

Effect on Holders of Outstanding                                                           
  Notes........................... As a result of the making and consummation of the       
                                   exchange offer, we will have fulfilled a covenant       
                                   contained in the registration rights agreement and,     
                                   accordingly, there will be no increase in the interest  
                                   rate on the outstanding notes under the circumstances   
                                   described in the registration rights agreement. If you  
                                   are a holder of outstanding notes and you do not tender 
                                   your outstanding notes in the exchange offer, you will  
                                   continue to be entitled to all the rights and           
                                   limitations applicable to the outstanding notes in the  
                                   indenture, except as noted above.                       

                                   To the extent that outstanding notes are tendered and   
                                   accepted in the exchange offer, the trading market for  
                                   outstanding notes could be adversely affected.          

Consequences of Failure to                                                                 
  Exchange........................ All untendered outstanding notes will continue to be    
                                   subject to the restrictions on transfer provided for in 
                                   the outstanding notes and in the indenture. In general, 
                                   the outstanding notes may not be offered or sold, unless
                                   registered under the Securities Act, except pursuant to 
                                   an exemption from, or in a transaction not subject to,  
                                   the Securities Act and applicable state securities laws.
                                   Other than in connection with the exchange offer, Willis
                                   Corroon Corporation does not currently anticipate that  
                                   it will register the outstanding notes under the        
                                   Securities Act.                                         

U.S. Federal Income                                                                        
  Tax Considerations.............. The exchange of outstanding notes for exchange notes in 
                                   the exchange offer will not be a taxable event for U.S. 
                                   federal                                                 

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                                    income tax purposes. See "Certain United States Federal 
                                    Income Tax Consequences of the Exchange Offer."         

Use of Proceeds...................  We will not receive any cash proceeds from the issuance 
                                    of exchange notes pursuant to the exchange offer.       

Exchange Agent....................  The Bank of New York is the exchange agent for the      
                                    exchange offer. The address and telephone number of the 
                                    exchange agent are set forth in the section captioned   
                                    "Exchange Offer-- Exchange Agent" of this prospectus.   



                           SUMMARY OF TERMS OF THE EXCHANGE NOTES                           
                                                                                            

Issuer............................  Willis Corroon Corporation                              

Securities Offered................  $550,000,000 in principal amount of 9% Senior           
                                    Subordinated Notes due 2009.                            

Maturity Date.....................  February 1, 2009.                                       

Interest..........................  Annual rate: 9%                                         
                                    Payment frequency: every six months on February 1 and   
                                    August 1.                                               
                                    First payment: August 1, 1999.                          

Optional Redemption...............  On or after February 1, 2004, Willis Corroon Corporation
                                    may redeem some or all of the notes at the redemption   
                                    prices listed in the section entitled "Description of   
                                    the Notes--Optional Redemption."                        

                                    At any time on or prior to February 1, 2002, Willis     
                                    Corroon Corporation may redeem up to $192,500,000 of the
                                    notes with the proceeds of certain public or private    
                                    offerings of equity at the price listed in the section  
                                    entitled "Description of the Notes--Optional            
                                    Redemption."                                            

Change of Control.................  Upon the occurrence of a change of control, you will    
                                    have the right to require Willis Corroon Corporation to 
                                    repurchase your notes at a price equal to 101% of the   
                                    principal amount together with accrued and unpaid       
                                    interest, if any, to the date of repurchase. See        
                                    "Description of the Notes--Repurchase at the Option of  
                                    Holders--Change of Control."                            

Ranking and Guarantees............  The outstanding notes are, and the exchange notes when  
                                    issued will be, irrevocably and fully and               
                                    unconditionally guaranteed by Willis Corroon Group      
                                    Limited and Willis Corroon Partners. The notes and the  
                                    guarantees are unsecured senior subordinated debts.     

                                    The notes and the guarantees rank behind all of Willis  
                                    Corroon Corporation's current and future indebtedness   
                                    and the current and future indebtedness of Willis       
                                    Corroon Group and Willis Corroon Partners (other than   
                                    trade payables), except indebtedness that expressly     
                                    provides that it is not senior to the notes or the      
                                    guarantees and certain other types of indebtedness. See 
                                    "Description of the Notes--Subordination."              

                                    Assuming Willis Corroon Corporation had completed the   
                                    offering of the notes on December 31, 1998 and applied  
                                    the proceeds as intended, Willis Corroon Corporation:   

                                    - would have had $460.1 million (L277.2 million) of     
                                    senior secured debt to which the notes would be         
                                      subordinated; and                                     

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                                    - would have had no senior subordinated debt with which 
                                    the notes would rank equally.                           

                                    The notes will be effectively subordinated to creditors 
                                    of the direct and indirect subsidiaries of Willis       
                                    Corroon Corporation and the guarantees will be          
                                    effectively subordinated to creditors of all of the     
                                    direct and indirect subsidiaries of Willis Corroon Group
                                    and Willis Corroon Partners, other than Willis Corroon  
                                    Corporation.                                            

                                    As of December 31, 1998:                                
                                    - Willis Corroon Corporation's subsidiaries had total   
                                    liabilities, including payables in respect of insurance 
                                      broking transactions but excluding their guarantees   
                                      under the senior credit facility agreement, of        
                                      L1,103.3 million; and                                 
                                    - Willis Corroon Group's subsidiaries, other than Willis
                                      Corroon Partners, Willis Corroon Corporation and      
                                      Willis Corroon Corporation's subsidiaries, had total  
                                      liabilities, including payables in respect of         
                                      insurance broking transactions but excluding their    
                                      guarantees under the senior credit facilities, of     
                                      L2,345.0 million.                                     

                                    See "Risk Factors--Holding Company Structure--Because   
                                    each of us is a holding company, the creditors of our   
                                    subsidiaries in a bankruptcy will be paid from the      
                                    subsidiaries' assets before you have any claim to such  
                                    assets."                                                

Certain Covenants.................  Willis Corroon Corporation issued the outstanding notes 
                                    and will issue the exchange notes under an indenture    
                                    with The Bank of New York, the trustee. The indenture,  
                                    among other things, restricts our ability and the       
                                    ability of our subsidiaries to:                         

                                    - borrow money;                                         
                                    - pay dividends on stock, purchase stock or issue       
                                    certain types of stock;                                 
                                    - make investments;                                     
                                    - use assets as security in other transactions;         
                                    - sell certain assets or merge with or into other       
                                    companies; and                                          
                                    - guarantee other indebtedness.                         

                                    For more details, see "Description of the Notes--Certain
                                    Covenants."                                             

Absence of a Public Market for the                                                          
  Exchange Notes..................  The exchange notes generally will be freely transferable
                                    but will also be new securities for which there will not
                                    initially be a market. Accordingly, there can be no     
                                    assurance as to the development or liquidity of any     
                                    market for the exchange notes. We have applied for      
                                    listing of the exchange notes on the Luxembourg Stock   
                                    Exchange. We understand that the initial purchasers in  
                                    the private offering of the outstanding notes intend to 
                                    make a market in the exchange notes. However, they are  
                                    not obligated to do so, and any market making with      
                                    respect to the exchange notes may be discontinued       
                                    without notice.                                         

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF WILLIS CORROON 

       The summary consolidated financial data presented below for the three
years ended December 31, 1997 and the periods January 1 to September 1, 1998 and
September 2 to December 31, 1998 and as of the end of the four years in the     
period ended December 31, 1998 have been derived from, and should be read in    
conjunction with, the audited consolidated financial statements of Willis       
Corroon and the notes thereto included elsewhere in this prospectus. Willis     
Corroon prepares its consolidated financial statements in accordance with U.K.  
GAAP, which differ in certain respects from U.S. GAAP. Under U.K. GAAP, the     
acquisition of Willis Corroon by Trinity Acquisition has no impact on the       
historical amounts reported subsequently by Willis Corroon and, accordingly,    
combined amounts for the year ended December 31, 1998 are presented. Under U.S. 
GAAP, the purchase of Willis Corroon by Trinity Acquisition established a new   
basis of accounting from September 2, 1998 for the purchased assets and         
liabilities. Accordingly, under U.S. GAAP, it is not appropriate to present     
combined amounts for the year ended December 31, 1998. Reconciliations of net   
income and shareholders' equity reflecting the significant differences between  
U.K. GAAP and U.S. GAAP are set forth in those financial statements. See        
Appendix A of this prospectus for Willis Corroon's results for the three month  
period ended March 31, 1999.                                                    

                                                        [Enlarge/Download Table]

                                                              JANUARY 1 TO   SEPTEMBER 2 TO 
                                 YEAR ENDED DECEMBER 31,      SEPTEMBER 1,    DECEMBER 31,  
                             -------------------------------  -------------  ---------------
                               1995       1996       1997         1998            1998      
                             ---------  ---------  ---------  -------------  ---------------
                                                                                            
                                                      (IN MILLIONS)                         
AMOUNTS IN ACCORDANCE WITH                                                                  
  U.K. GAAP:                                                                                
STATEMENT OF INCOME DATA:                                                                   
Continuing operations                                                                       
  Operating revenues.......    L 706.4    L 725.0    L 692.0      L 468.8         L 249.2   
  Operating income before                                                                   
    exceptional items(b)...       79.4       87.8       92.1         56.8            26.0   
  Share of profit of                                                                        
    associates.............        6.8        3.5        1.9          7.7            (1.4)  
  Interest expense.........       (7.2)      (2.2)      (0.7)        (2.0)           (1.2)  
  Income / (loss) before                                                                    
    tax....................       62.4       91.6       95.5         (1.3)           17.1   
Total operations                                                                            
  Net income / (loss)......       29.0       54.2       56.9        (15.6)          (25.7)  

BALANCE SHEET DATA (AT END                                                                  
  OF PERIOD):                                                                               
Total assets(c)............    3,703.7    3,377.2    3,304.3                      4,589.0   
Total long-term debt(d)....       61.9       17.9       34.0                        276.4   
Total shareholders'                                                                         
  equity...................      120.6      151.9      124.6                         89.0   

OTHER FINANCIAL DATA:                                                                       
EBITDA(e)..................      110.6      115.8      116.7         80.0            33.5   
Adjusted EBITDA(f).........      106.2      127.0      130.5         92.0            47.0   
EBITDA margin(g)...........       14.7%      15.5%      16.6%        15.4%           14.0%  
Cash flow from                                                                              
  operations...............    L 103.0    L  63.7    L 113.4      L 127.5        L  (97.7)  
Cash flow from investing...       53.6        5.9      (69.5)       (28.8)          (31.9)  
Cash flow from financing...      (54.3)     (43.3)      15.0         32.7            36.2   
Depreciation and                                                                            
  amortization.............       24.4       24.5       22.7         15.5             8.9   
Capital expenditures.......       21.6       28.9       26.5         20.1             9.8   
Ratio of earnings to fixed                                                                  
  charges(h)...............        4.3x       7.6x      10.5x          --            10.9x  



                            YEAR ENDED                                                      
                           DECEMBER 31,                                                     
                           -------------                                                    
                           1998   1998                                                      
                           --  ---------                                                    
                                                                                            

AMOUNTS IN ACCORDANCE WITH                                                                  
  U.K. GAAP:                                                                                
STATEMENT OF INCOME DATA:                                                                   
Continuing operations                                                                       
  Operating revenues.......L 718.0 $ 1,191.9(a)                                             
  Operating income before                                                                   
    exceptional items(b)...82.8     137.4                                                   
  Share of profit of                                                                        
    associates.............6.3      10.5                                                    
  Interest expense.........(3.2)      (5.3)                                                 
  Income / (loss) before                                                                    
    tax....................15.8      26.2                                                   
Total operations                                                                            
  Net income / (loss)......(41.3)     (68.6)                                                
BALANCE SHEET DATA (AT END                                                                  
  OF PERIOD):                                                                               
Total assets(c)............4,589.0   7,617.7                                                
Total long-term debt(d)....276.4     458.8                                                  
Total shareholders'                                                                         
  equity...................89.0     147.7                                                   
OTHER FINANCIAL DATA:                                                                       
EBITDA(e)..................113.5     188.4                                                  
Adjusted EBITDA(f).........139.0     230.7                                                  
EBITDA margin(g)...........14.9%      14.9%                                                 
Cash flow from                                                                              
  operations...............L  29.8 $    49.5                                                
Cash flow from investing...(60.7)    (100.3)                                                
Cash flow from financing...68.9     114.4                                                   
Depreciation and                                                                            
  amortization.............24.4      40.5                                                   
Capital expenditures.......29.9      49.6                                                   
Ratio of earnings to fixed                                                                  
  charges(h)...............2.9x       2.9x                                                  

See Notes to Summary Historical and Unaudited Pro Forma Consolidated Financial
Information 

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                                                              JANUARY 1 TO   SEPTEMBER 2 TO 
                                 YEAR ENDED DECEMBER 31,      SEPTEMBER 1,    DECEMBER 31,  
                             -------------------------------  -------------  ---------------
                               1995       1996       1997         1998            1998      
                             ---------  ---------  ---------  -------------  ---------------
                                                      (IN MILLIONS)                         
                                                                                            
AMOUNTS IN ACCORDANCE WITH                                                                  
  U.S. GAAP:                                                                                
STATEMENT OF INCOME DATA:                                                                   
Continuing operations                                                                       
  Operating revenues.......    L 706.4    L 725.0    L 692.0      L 468.8         L 249.2   
  Operating income.........        1.9       68.7       61.2          7.6             9.1   
  Interest expense.........       (7.2)      (2.2)      (0.7)        (2.0)           (1.2)  
  Income / (loss) before                                                                    
    tax....................        1.5       74.7       66.5         (5.1)            5.2   
  Share of profit of                                                                        
    associates, net of                                                                      
    tax....................        6.0        2.9        1.6          7.6            (3.0)  
Total operations                                                                            
  Net income / (loss)......      (18.0)      37.7       36.2        (19.0)          (35.9)  

BALANCE SHEET DATA (AT END                                                                  
  OF PERIOD):                                                                               
Total assets(c)............    4,376.0    3,953.5    3,763.4                      5,369.9   
Total long-term debt(d)....       61.9       17.9       34.0                        276.4   
Total shareholders'                                                                         
  equity...................      587.3      560.2      583.6                        875.4   

OTHER FINANCIAL DATA:                                                                       
EBITDA(e)..................      110.6      115.8      116.7         80.0            33.5   
Adjusted EBITDA(f).........      106.2      127.0      130.5         92.0            47.0   
EBITDA margin(g)...........       14.7%      15.5%      16.6%        15.4%           14.0%  
Cash flow from                                                                              
  operations...............    L  88.7    L  36.2    L  89.9      L 119.1        L (126.4)  
Cash flow from investing...      (37.3)     (10.3)     (60.4)        36.5           (27.4)  
Cash flow from financing...      (82.5)     (71.3)     (12.0)        19.4            27.9   
Depreciation and                                                                            
  amortization.............       42.9       42.4       40.4         27.5            15.4   
Capital expenditures.......       21.6       28.9       26.5         20.1             9.8   
Ratio of earnings to fixed                                                                  
  charges(h)...............        1.0x       6.4x       7.6x          --             4.8x  


                            YEAR ENDED                                                      
                           DECEMBER 31,                                                     
                           -------------                                                    
                           1998   1998                                                      
                           --  ---------                                                    
                                                                                            
AMOUNTS IN ACCORDANCE WITH                                                                  
  U.S. GAAP:                                                                                
STATEMENT OF INCOME DATA:                                                                   
Continuing operations                                                                       
  Operating revenues.......                                                                 
  Operating income.........                                                                 
  Interest expense.........                                                                 
  Income / (loss) before                                                                    
    tax....................                                                                 
  Share of profit of                                                                        
    associates, net of                                                                      
    tax....................                                                                 
Total operations                                                                            
  Net income / (loss)......                                                                 
BALANCE SHEET DATA (AT END                                                                  
  OF PERIOD):                                                                               
Total assets(c)............L5,369.9 $ 8,914.0(a)                                            
Total long-term debt(d)....276.4     458.8                                                  
Total shareholders'                                                                         
  equity...................875.4   1,453.2                                                  
OTHER FINANCIAL DATA:                                                                       
EBITDA(e)..................                                                                 
Adjusted EBITDA(f).........                                                                 
EBITDA margin(g)...........                                                                 
Cash flow from                                                                              
  operations...............                                                                 
Cash flow from investing...                                                                 
Cash flow from financing...                                                                 
Depreciation and                                                                            
  amortization.............                                                                 
Capital expenditures.......                                                                 
Ratio of earnings to fixed                                                                  
  charges(h)...............                                                                 

See Notes to Summary Historical and Unaudited Pro Forma Consolidated Financial
Information 

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SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF WILLIS CORROON

      The following table sets forth summary pro forma statement of income
data, supplemental financial data and balance sheet data for Willis Corroon. The
pro forma consolidated financial information is derived from, and should be read
in conjunction with, the "Unaudited Condensed Pro Forma Consolidated Financial  
Information" and the notes thereto included elsewhere in this prospectus. The   
pro forma adjustments are based upon available information and certain          
assumptions that management believes are reasonable. The pro forma statement of 
income data give effect to the application of the proceeds from the sale of the 
outstanding notes and the recent acquisitions as if those transactions had      
occurred as of January 1, 1998. The pro forma balance sheet data give effect to 
the application of the proceeds from the sale of the outstanding notes and the  
recent acquisitions as if those transactions had occurred as of December 31,    
1998. The pro forma financial data do not purport to represent what the         
financial position or results of operations of Willis Corroon would actually    
have been had such transactions in fact occurred on the assumed dates or to     
project the financial position or results of operations of Willis Corroon for   
any future period or date.                                                      

                                                        [Enlarge/Download Table]

                                                                                                YEAR ENDED        
                                                                                               DECEMBER 31,       
                                                                                           --------------------   
                                                                                             1998       1998      
                                                                                           ---------  ---------   
                                                                                                                  
                                                                                              (IN MILLIONS)       
AMOUNTS IN ACCORDANCE WITH U.K. GAAP:                                                                             
STATEMENT OF INCOME DATA:                                                                                         
Continuing operations                                                                                             
  Operating revenues......................................................................    L735.3  $ 1,220.6(a)
  Operating income before exceptional items(b)............................................      86.0      142.8   
  Share of profit of associates...........................................................       6.7       11.1   
  Interest expense........................................................................     (53.4)     (88.6)  
  Income / (loss) before tax..............................................................     (30.8)     (51.1)  
Total operations                                                                                                  
  Net income / (loss).....................................................................     (74.9)    (124.3)  
BALANCE SHEET DATA (AT END OF PERIOD):                                                                            
Total assets(c)...........................................................................   4,589.0    7,617.7   
Total long-term debt(d)...................................................................     598.3      993.2   
Total shareholders' equity................................................................      89.0      147.7   
OTHER FINANCIAL DATA:                                                                                             
Ratio of earnings to fixed charges(h).....................................................        --         --   
AMOUNTS IN ACCORDANCE WITH U.S. GAAP:                                                                             
STATEMENT OF INCOME DATA:                                                                                         
Continuing operations                                                                                             
  Operating revenues......................................................................    L735.3  $ 1,220.6   
  Operating income........................................................................      15.9       26.4   
  Interest expense........................................................................     (53.4)     (88.6)  
  Income / (loss) before tax..............................................................     (50.5)     (83.8)  
  Share of profit of associates, net of tax...............................................       4.9        8.1   
Total operations                                                                                                  
  Net income / (loss).....................................................................     (91.9)    (152.5)  
BALANCE SHEET DATA (AT END OF PERIOD):                                                                            
Total assets(c)...........................................................................   5,379.3    8,929.6   
Total long-term debt(d)...................................................................     607.7    1,008.8   
Total shareholders' equity................................................................     875.4    1,453.2   
OTHER FINANCIAL DATA:                                                                                             
Ratio of earnings to fixed charges(h).....................................................        --         --   

See Notes to Summary Historical and Unaudited Pro Forma Consolidated Financial
Information 

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NOTES TO SUMMARY HISTORICAL AND UNAUDITED 
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(a) U.S. dollar amounts have been translated at the noon buying rate on December
31, 1998 of $1.66 = L1.00 solely for your convenience.                  

(b) Exceptional items charged against operating income from continuing          
    operations for the year ended December 31, 1995 consisted of losses of L16.6
million relating to properties that were surplus to operational         
requirements. For the period January 1 to September 1, 1998, exceptional
   items charged against operating income totalled L35.8 million and consisted
of provisions of L25.0 million for claims and costs associated with the 
review of personal pension plans sold between 1988 and 1994 and costs of
   L10.8 million incurred in connection with the acquisition of Willis Corroon
by Trinity Acquisition. For the period September 2 to December 31, 1998 
    exceptional items charged against operating income totalled L5.0 million and
    consisted of debt issuance costs incurred in connection with the acquisition
of Willis Corroon by Trinity Acquisition. See Note 4 of the Notes to the
Consolidated Financial Statements. Under U.S. GAAP, such items are not  
described as exceptional items.                                         

(c) As an intermediary, Willis Corroon holds funds on a fiduciary basis for the 
 account of third parties, typically as a result of premiums received from
   clients that are in transit to insurance carriers and claims due to clients
that are in transit from insurance carriers. These fiduciary amounts are
  included in total assets but are not generally available to service Willis
Corroon's indebtedness or for other general corporate purposes. See     
   "Management's Discussion and Analysis of Financial Condition and Results of
Operations."                                                            

(d) Under U.K. GAAP, debt issuance costs of L9.4 million ($15.6 million) are    
    netted from the calculation of total debt and amortized over the life of the
debt. Under U.S. GAAP, such costs are recorded as an asset and amortized
over the life of the debt. Total long-term debt does not give effect to 
    dollar denominated intercompany debt owed to Trinity Acquisition pursuant to
   group intercompany notes, which are subordinated in right of payment to the
    notes, and which are offset by note receivables in the form of corresponding
 pound sterling denominated Trinity intercompany notes. In addition, total
long-term debt does not give effect to a L92.9 million interest free    
convertible loan owed to Trinity Acquisition, which was converted into  
equity of Willis Corroon Group Limited on February 3, 1999.             

(e) EBITDA is defined as operating income from continuing operations before     
    exceptional items and depreciation and amortization, plus share of profit of
    associates. Willis Corroon's share of profit of associates was L6.8 million,
   L3.5 million, L1.9 million and L6.3 million ($10.4 million) for 1995, 1996,
   1997 and 1998 respectively. EBITDA is presented because management believes
 that it is a useful indicator of a company's ability to incur and service
debt. EBITDA should not be considered by investors as an alternative to 
    operating income or net income, as determined in accordance with either U.K.
  GAAP or U.S. GAAP, as an indicator of Willis Corroon's performance, nor as
    an alternative to cash flows from operating activities, investing activities
  or financing activities (as determined in accordance with either U.K. GAAP
or U.S. GAAP) as a measure of liquidity. Because all companies do not   
calculate EBITDA identically, this presentation of EBITDA may not be    
    comparable to other similarly entitled measures of other companies. For U.S.
GAAP purposes, EBITDA has been defined so as to exclude:                

 - non-cash adjustments for pension costs of L1.7 million, L(12.1) million
and L(7.6) million ($(12.9) million) for 1995, 1996 and 1997,       
respectively, and L(1.6) million and L(1.7) million for the periods 
January 1 to September 1, 1998 and September 2 to December 31, 1998,
respectively, and                                                   

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- non-cash adjustments for revaluation of forward exchange contracts of 
 L(2.0) million, L10.9 million and L(5.6) million ($(9.5) million) for
      1995, 1996 and 1997, respectively, and L0.2 million and L(3.7) million for
   the periods January 1 to September 1, 1998, and September 2 to December
31, 1998, respectively.                                             

The EBITDA data presented is, therefore, the same under U.S. GAAP as under
U.K. GAAP.                                                              

(f)  As set forth in the following table, Adjusted EBITDA represents actual     
EBITDA, adjusted to give effect to the following items:                 

  - the dispositions described on page 46 under "Management's Discussion and
      Analysis of Financial Condition and Results of Operations--Overview" as if
they had occurred on January 1, 1995;                               

    - pension review claims and costs relating to the review of personal pension
plans sold between 1988 and 1994;                                   

 - costs relating to Willis Corroon's brokers' contribution to the Lloyd's
Reconstruction and Renewal Plan;                                    

- severance costs incurred in connection with the change program;       

 - other expenses relating to consulting costs incurred in connection with
  the change program, costs relating to acquisitions of broker teams and
costs in connection with Willis Corroon's investment in the World   
Insurance Network; and                                              

- costs relating to the 1998 Projects described under "Management's     
Discussion and Analysis of Financial Condition and Results of       
Operations--Overview."                                              

    See "Management's Discussion and Analysis of Financial Condition and Results
of Operations."                                                         

                                                        [Enlarge/Download Table]

                                                                            HISTORICAL                                      
                                      --------------------------------------------------------------------------------------
                                                YEAR ENDED               JANUARY 1 TO      SEPTEMBER 2 TO      YEAR ENDED   
                                               DECEMBER 31,              SEPTEMBER 1,       DECEMBER 31,      DECEMBER 31,  
                                      -------------------------------  -----------------  -----------------  ---------------
                                        1995       1996       1997           1998               1998              1998      
                                      ---------  ---------  ---------  -----------------  -----------------  ---------------
                                                                                                                            
                                                                          (IN MILLIONS)                                     
Operating income from continuing                                                                                            
  operations before exceptional                                                                                             
  items..............................    L 79.4     L 87.8     L 92.1          L56.8              L26.0            L 82.8   
Share of profit of associates........       6.8        3.5        1.9            7.7               (1.4)              6.3   
Depreciation and amortization........      24.4       24.5       22.7           15.5                8.9              24.4   
                                      ---------  ---------  ---------          -----              -----           -------   

EBITDA...............................    L110.6     L115.8     L116.7          L80.0              L33.5           L 113.5   
Adjustments for dispositions.........      (6.1)      (9.8)      (4.1)           0.6                 --               0.6   
Other adjustments before exceptional                                                                                        
  items:                                                                                                                    
  Pension Review.....................       1.0        0.2        2.3             --                 --                --   
  Lloyd's Reconstruction and Renewal                                                                                        
    Plan.............................        --        2.6        2.2            1.3                0.7               2.0   
  Severance..........................        --       11.3        3.4            4.6                5.0               9.6   
  Other expenses.....................       0.7        6.9       10.0            4.4                6.1              10.5   
  1998 Projects......................        --         --         --            1.1                1.7               2.8   
                                      ---------  ---------  ---------          -----              -----           -------   

Adjusted EBITDA......................    L106.2     L127.0     L130.5          L92.0              L47.0           L 139.0   
                                      ---------  ---------  ---------          -----              -----           -------   
                                      ---------  ---------  ---------          -----              -----           -------   

  Adjusted EBITDA is presented because management believes that it is a useful
   indicator to investors of Willis Corroon's ability to incur future debt and
to pay interest and principal on the notes, in each case based on Willis
   Corroon's present expense structure and ongoing operations. Adjusted EBITDA
   should not be considered by investors as an alternative to operating income
or net                                                                  

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  income, as determined in accordance with either U.K. GAAP or U.S. GAAP, as
   an indicator of Willis Corroon's performance, nor as an alternative to cash
flows from operating activities, investing activities or financing      
   activities, as determined in accordance with either U.K. GAAP or U.S. GAAP,
as a measure of liquidity. Because all companies do not calculate EBITDA
  identically, this presentation of Adjusted EBITDA may not be comparable to
EBITDA, Adjusted EBITDA or other similarly entitled measures of other   
  companies. Investors should not conclude from the presentation of Adjusted
    EBITDA that additional costs arising from the same or similar items will not
 be incurred in the future. The Pension Review, Lloyd's Reconstruction and
Renewal Plan and the change program are on-going and could result in    
additional costs being incurred in the future.                          

(g) EBITDA margin represents EBITDA (less share of profit of associates) as a   
percentage of Operating Revenues. EBITDA margin is presented because    
management believes that it is a useful indicator to investors of Willis
Corroon's profitability.                                                

(h) The ratio of earnings to fixed charges is computed by dividing earnings from
continuing operations by fixed charges. For these purposes, "earnings"  
consists of income before taxation less the retained equity in share of 
profits of associates and fixed charges. "Fixed charges" consists of    
interest expense (including amortization of debt issuance costs) and the
interest element of operating lease rentals. After taking an exceptional
   charge of L25 million in the period from January 1 to September 1, 1998 for
the estimated cost in connection with the pension review (see "--U.K.   
    Pension Review"), a L10.8 million exceptional charge for payment of fees and
expenses relating to the purchase of Willis Corroon Group by Trinity    
Acquisition and a non-cash exceptional charge of L29.6 million on the   
 closure of Professional Liability Underwriting Management, earnings under
 U.K. GAAP and U.S. GAAP for the period January 1 to September 1, 1998 and
the year ended December 31, 1998 on a pro forma basis were inadequate to
  cover fixed charges. The amounts of the deficiencies were L7.1 million and
   L35.1 million ($58.3 million), respectively, on a U.K. GAAP basis and L10.9
million and L54.8 million ($91.0 million), respectively, on a U.S. GAAP 
basis.                                                                  

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RISK FACTORS

        BEFORE YOU PARTICIPATE IN THE EXCHANGE OFFER, YOU SHOULD BE AWARE THAT
THERE ARE VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CAREFULLY  
CONSIDER THESE RISK FACTORS, TOGETHER WITH THE OTHER INFORMATION IN THIS        
PROSPECTUS, BEFORE DECIDING TO PARTICIPATE IN THE EXCHANGE OFFER.               

FAILURE TO EXCHANGE--IF YOU CHOOSE NOT TO EXCHANGE YOUR OUTSTANDING NOTES, THE  
  PRESENT TRANSFER RESTRICTIONS WILL REMAIN IN FORCE AND THE MARKET PRICE OF
YOUR OUTSTANDING NOTES COULD DECLINE.                                   

        If you do not exchange your outstanding notes for exchange notes under
the exchange offer, then you will continue to be subject to the transfer        
restrictions on the outstanding notes as set forth in the offering memorandum   
distributed in connection with the offering of the outstanding notes. In        
general, the outstanding notes may not be offered or sold unless they are       
registered or exempt from registration under the Securities Act and applicable  
state securities laws. Except as required by the registration rights agreement, 
we do not intend to register resales of the outstanding notes under the         
Securities Act. You should refer to "Prospectus Summary--Summary of Terms of the
Exchange Offer" and "The Exchange Offer" for information about how to tender    
your outstanding notes.                                                         

      The tender of outstanding notes under the exchange offer will reduce
the principal amount of the outstanding notes outstanding, which may have an    
adverse effect upon, and increase the volatility of, the market price of the    
outstanding notes due to a reduction in liquidity.                              

SUBSTANTIAL LEVERAGE--OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR   
ABILITY TO OPERATE OUR BUSINESS AND OUR ABILITY TO BORROW MONEY IN THE  
FUTURE, THEREBY PREVENTING US FROM FULFILLING OUR OBLIGATIONS UNDER THE 
NOTES.                                                                  

        As a result of the offering of the outstanding notes and debt incurred
in connection with recent acquisitions, Willis Corroon has a substantial amount 
of debt. The following chart shows certain important credit statistics and is   
presented assuming that the offering of the outstanding notes and recent        
acquisitions had taken place on December 31, 1998:                              

                                                        [Enlarge/Download Table]

                                                                                                               
Total long-term debt (net of L9.4 million of issuance costs and excluding unused commitments)... L598.3 million
Shareholders' equity............................................................................  L89.0 million
Debt to equity ratio (U.K. GAAP)................................................................     6.7 to 1.0
Debt to equity ratio (U.S. GAAP)................................................................     0.7 to 1.0

Our high level of debt presents the following risks to you:   

       - our ability to satisfy our obligations with respect to the notes may be
impaired in the future;                                       

- we may have difficulty borrowing money in the future for working
capital, capital expenditures, acquisitions or other purposes;

- we will need to use a large portion of the money earned by our  
 subsidiaries to pay principal and interest on the senior credit
       facilities, the notes and on other debt, which will reduce the amount
       of money available to us to finance our operations and other business
activities;                                                   

       - we may have a much higher level of debt than our competitors, which may
put us at a competitive disadvantage;                         

 - our debt level makes us more vulnerable to economic downturns and
adverse developments in our business;                         

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- our debt level reduces our flexibility in responding to changing
      business and economic conditions, including increased competition in
the insurance brokerage industry; and                         

- our debt level limits our ability to pursue other business      
   opportunities, borrow more money for operations or capital in the
future and implement our business strategies.                 

ADDITIONAL BORROWINGS AVAILABLE--DESPITE CURRENT INDEBTEDNESS LEVELS, WE MAY    
STILL BE ABLE TO INCUR SUBSTANTIALLY MORE DEBT. THIS COULD INCREASE THE 
IMPACT OF THE RISKS DESCRIBED ABOVE.                                    

    Subject to restrictions in our senior credit facilities and in the
indenture governing the notes, we may borrow more money for working capital,    
capital expenditures, acquisitions or for other purposes. If new debt is added  
to our current debt levels, the related risks that we now face could intensify. 

ABILITY TO SERVICE DEBT--OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS   
  BEYOND OUR CONTROL. IF WE ARE UNABLE TO GENERATE THE SIGNIFICANT AMOUNT OF
    CASH THAT WE REQUIRE TO SERVICE OUR INDEBTEDNESS, WE MAY NOT BE ABLE TO MAKE
PAYMENTS ON THE NOTES.                                                  

   Our ability to make payments on or to refinance our indebtedness,
including the notes, and to fund planned capital expenditures will depend on our
ability to generate cash in the future. This, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory and other     
factors beyond our control. See "--Premiums and Commissions."                   

      After taking an exceptional charge of L25 million in the period from
January 1 to September 1, 1998 for the estimated cost in connection with the    
pension review (see "--U.K. Pension Review"), a L10.8 million exceptional charge
for payment of fees and expenses relating to the purchase of Willis Corroon     
Group by Trinity Acquisition and a non-cash exceptional charge of L29.6 million 
on the closure of Professional Liability Underwriting Management, earnings under
U.K. GAAP and U.S. GAAP for the period from January 1 to September 1, 1998 were 
inadequate to cover fixed charges. The amounts of the deficiencies were L7.1    
million under U.K. GAAP and L10.9 million under U.S. GAAP. After giving pro     
forma effect to the offering of the outstanding notes and the recent            
acquisitions, our interest expense for the year ended December 31, 1998 would   
have been L53.4 million. Pro forma earnings under U.K. GAAP and U.S. GAAP for   
the year ended December 31, 1998 were inadequate to cover fixed charges. The    
amounts of the deficiencies were L35.1 million under U.K. GAAP and L54.8 million
under U.S. GAAP.                                                                

      We cannot assure you that our business will generate sufficient cash
flow, that currently anticipated cost savings and operating improvements will be
realized on schedule, or that future borrowings will be available to us under   
our senior credit facilities in an amount sufficient to enable us to pay our    
indebtedness, including the notes, and/or to fund our other liquidity needs. See
"--Implementation of Business Strategy."                                        

CONTRACTUAL SUBORDINATION--YOUR RIGHT TO RECEIVE PAYMENTS ON THE NOTES IS JUNIOR
  TO OUR EXISTING DEBT AND POSSIBLY TO ALL OUR FUTURE DEBT. IN ADDITION, THE
  GUARANTEES ARE JUNIOR TO ALL THE GUARANTORS' EXISTING DEBT AND POSSIBLY TO
ALL THEIR FUTURE DEBT.                                                  

     The notes are contractually subordinated in right of payment to all
senior indebtedness of Willis Corroon Corporation and the guarantees are        
contractually subordinated in right of payment to all senior indebtedness of    
Willis Corroon Group and Willis Corroon Partners. Assuming the offering of the  
outstanding notes and the recent acquisitions had occurred on December 31, 1998,
Willis Corroon Corporation would have had approximately $460.1 million (L277.2  
million) of senior indebtedness, excluding unused commitments, all of which     
would have been secured, and Willis Corroon Group and Willis Corroon Partners   
would have had no senior indebtedness, excluding their guarantees of a credit   

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agreement. The indenture permits Willis Corroon Corporation to borrow certain   
additional debt, which may be senior indebtedness.                              

        If Willis Corroon Corporation is declared bankrupt or insolvent, or if
there is a payment default under any senior indebtedness, we are required to pay
the lenders under the senior credit facilities and any other creditors who are  
holders of senior indebtedness in full before we pay you. Accordingly, we may   
not have enough assets remaining after payments to holders of such senior       
indebtedness to pay you. In addition, under certain circumstances, Willis       
Corroon Corporation may not pay any amount on the notes if certain senior       
indebtedness, including debt under the senior credit facilities, is not paid    
when due or any other default on such senior indebtedness exists. See           
"Description of the Notes-- Subordination."                                     

Further, the senior credit facilities prohibit Willis Corroon 
Corporation from repurchasing any notes prior to maturity, even though the      
indenture requires us to offer to repurchase notes in certain circumstances. If 
Willis Corroon Corporation, Willis Corroon Group or Willis Corroon Partners make
certain asset sales or if a change of control occurs when Willis Corroon        
Corporation is prohibited from repurchasing notes, Willis Corroon Corporation   
could ask its lenders under the senior credit facilities if it may repurchase   
the notes or it could attempt to refinance the borrowings that contain such     
prohibitions. If Willis Corroon Corporation does not obtain such a consent or   
repay such borrowings, it would be unable to repurchase the notes. Willis       
Corroon Corporation's failure to repurchase tendered notes at a time when such  
repurchase is required by the indenture would constitute an event of default    
under the indenture which, in turn, would constitute a default under the senior 
credit facilities. In such circumstances, the subordination provisions in the   
indenture would restrict payments to you. See "Description of the Senior Credit 
Facilities" and "Description of the Notes--Subordination."                      

ASSET ENCUMBRANCES--IF WE DEFAULT UNDER OUR SENIOR DEBT, OUR SENIOR LENDERS CAN 
FORECLOSE ON THE ASSETS WE HAVE PLEDGED TO SECURE PAYMENT OF THE SENIOR 
CREDIT FACILITIES TO YOUR EXCLUSION.                                    

     In addition to being contractually subordinated to all existing and
future senior indebtedness, our obligations under the notes are unsecured while 
our obligations under the senior credit facilities are secured by the pledge of 
all of the capital stock of Willis Corroon Corporation, Willis Corroon Group and
certain direct subsidiaries of Willis Corroon Corporation and Willis Corroon    
Group and a pledge of all the partnership interests of Willis Corroon Partners. 
The pledge of stock owned by Willis Corroon Group is supported by a general lien
(known as a floating charge in the U.K.) filed in the U.K. against Willis       
Corroon Group's assets. If we default under the senior credit facilities, the   
lenders could declare all of the funds borrowed by Willis Corroon Corporation   
under the senior credit facilities, together with accrued interest, immediately 
due and payable. If we were unable to repay such indebtedness, the lenders could
foreclose on the pledged stock of our subsidiaries to your exclusion, even if an
event of default exists under the indenture at such time. Furthermore, under the
guarantees, if all shares of Willis Corroon Group or partnership interests of   
Willis Corroon Partners are sold to persons pursuant to an enforcement of the   
pledge of shares in Willis Corroon Group or the pledge of the partnership       
interests in Willis Corroon Partners for the benefit of the senior lenders, then
the applicable guarantor will be released from its guarantee automatically and  
immediately upon the sale. See "Description of the Notes--Guarantee."           

HOLDING COMPANY STRUCTURE--BECAUSE EACH OF US IS A HOLDING COMPANY, THE         
CREDITORS OF OUR SUBSIDIARIES IN A BANKRUPTCY WILL BE PAID FROM THE     
SUBSIDIARIES' ASSETS BEFORE YOU HAVE ANY CLAIM TO SUCH ASSETS.          

         Willis Corroon Corporation is a holding company with assets at December
31, 1998 with a book value of $255 million, excluding the stock of its          
subsidiaries and intercompany receivables. In addition, Willis Corroon Group is 
a holding company with no significant assets other than                         

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     - its 99.9% general partnership interest in Willis Corroon Partners and
      the stock of Willis Corroon Partners' subsidiaries, including Willis
        Corroon Corporation and Willis Corroon Corporation's subsidiaries, and

- the stock of Willis Corroon Group's U.K. and other subsidiaries.

Willis Corroon Partners is also a holding company with no significant assets    
other than the stock of Willis Corroon Corporation and Willis Corroon           
Corporation's subsidiaries. As a holding company, each of Willis Corroon        
Corporation, Willis Corroon Group and Willis Corroon Partners is dependent upon 
dividends or other intercompany transfers of funds from its respective          
subsidiaries to meet its debt service and other obligations. Generally,         
creditors of a subsidiary will have a superior claim to the assets and earnings 
of such subsidiary than the claims of creditors of its parent company, except to
the extent the claims of the parent's creditors are guaranteed by the           
subsidiary. The notes therefore will be effectively subordinated to creditors of
the direct and indirect subsidiaries of Willis Corroon Corporation and the      
guarantees will be effectively subordinated to creditors of all of the direct   
and indirect subsidiaries of Willis Corroon Group and Willis Corroon Partners,  
other than Willis Corroon Corporation.                                          

As of December 31, 1998:                                      

- Willis Corroon Corporation's subsidiaries had total liabilities,
     including payables in respect of insurance broking transactions but
        excluding their guarantees under the senior credit facility agreement,
of L1,103.3 million; and                                      

- Willis Corroon Group's subsidiaries, other than Willis Corroon  
       Partners, Willis Corroon Corporation and Willis Corroon Corporation's
       subsidiaries, had total liabilities, including payables in respect of
         insurance broking transactions but excluding their guarantees under the
senior credit facilities, of L2,345.0 million.                

Although the indenture limits the ability of Willis Corroon   
Corporation's, Willis Corroon Group's and Willis Corroon Partners' subsidiaries 
to incur indebtedness and issue preferred stock, there are certain significant  
qualifications and exceptions. The indenture does not limit such subsidiaries   
from incurring liabilities that are excluded from the definitions of            
indebtedness or preferred stock under the indenture. See "Description of the    
Notes--Certain Covenants--Limitations on Incurrence of Indebtedness and Issuance
of Disqualified Stock."                                                         

HOLDING COMPANY STRUCTURE--BECAUSE EACH OF US IS A HOLDING COMPANY, YOUR ABILITY
TO RECEIVE PAYMENTS ON THE NOTES IS DEPENDENT ON OUR ABILITY TO RECEIVE 
DIVIDENDS FROM OUR SUBSIDIARIES, WHICH IN TURN DEPENDS ON MANY FACTORS  
BEYOND OUR CONTROL.                                                     

        We expect to obtain the money to pay the principal and interest on the
notes, the senior credit facilities and other debt from the operations of our   
subsidiaries and associates. We also expect TA II Limited, a company with       
limited liability organized under the laws of England and Wales, and an indirect
parent of Willis Corroon, to obtain the money to pay dividends on its preference
shares from the same sources. Our ability to meet our expenses thus depends on  
the future performance of our subsidiaries and associates, which will be        
affected by financial, business, economic and other factors. We will not be able
to control many of these factors, such as economic conditions in the markets    
where our subsidiaries operate and pressure from competitors. We cannot be      
certain that the money earned by our subsidiaries will be sufficient to allow us
to pay principal and interest on our debt, including the notes, and meet our    
other obligations. If we do not have enough money, we may be required to        
refinance all or part of our existing debt, including the notes, sell assets or 
borrow more money. We cannot guarantee that we will be able to refinance our    
debt, sell assets or borrow more money on terms acceptable to us. In addition,  
the terms of existing or future debt agreements, including the senior credit    
facilities and the indenture, may restrict us from adopting any of these        
alternatives.                                                                   

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  In addition, the ability of Willis Corroon Corporation's, Willis
Corroon Group's and Willis Corroon Partners' subsidiaries to pay dividends and  
make other payments to them may be restricted by, among other things, applicable
corporate and other laws and regulations and agreements of the subsidiaries.    
Although the indenture limits the ability of such subsidiaries to enter into    
consensual restrictions on their ability to pay dividends and make other        
payments, such limitations are subject to a number of significant qualifications
and exceptions. See "Description of the Notes--Certain Covenants--Dividend and  
Other Payment Restrictions Affecting Subsidiaries."                             

U.K. INSOLVENCY LAW AND FRAUDULENT TRANSFER CONSIDERATIONS--U.K. INSOLVENCY LAW 
  IS MORE FAVORABLE TO SECURED CREDITORS THAN COMPARABLE U.S. LAW PROVISIONS
AND MAY INTERFERE WITH PAYMENTS UNDER WILLIS CORROON GROUP'S GUARANTEE. 

         U.K. insolvency and administrative laws generally are more favorable to
secured creditors than comparable provisions of U.S. laws and afford debtors    
only limited protection from such creditors. As a result, your ability to       
realize upon your claims against Willis Corroon Group may be more limited than  
with a U.S. guarantor. In addition, under U.K. insolvency law, the liabilities  
of Willis Corroon Group under its guarantee will be paid in the event of a      
bankruptcy or similar proceeding only after repayment of certain debts of Willis
Corroon Group which are entitled to priority under U.K. law. Such debts may     
include:                                                                        

- amounts owed to U.K. Inland Revenue;                            

- amounts owed to U.K. Customs and Excise;                        

- amounts owed under U.K. Social Security contributions;          

- amounts owed in respect of occupational pension schemes;        

- amounts owed to employees; and                                  

- liquidation expenses.                                           

      Under U.K. insolvency law, a court may rescind or vary a transaction
entered into by a company at less than fair value, if the company was insolvent 
at the time of, or as a consequence of, the transaction and enters into a formal
insolvency process within two years of the completion of the transaction. The   
basis for such rescission or variation could be a lack of fair consideration in 
a transaction. A court generally will not intervene if the company entered the  
transaction in good faith for the purposes of carrying on its business and there
were reasonable grounds for believing the transaction would benefit the company.
We believe that the guarantee by Willis Corroon Group was not issued at less    
than fair value and that the guarantee was issued in good faith for the purposes
of carrying on Willis Corroon Group's business. Furthermore, we believe that    
there are reasonable grounds for believing that the offering of the outstanding 
notes would benefit Willis Corroon Group. We cannot provide any assurance,      
however, that the issuance of the guarantee by Willis Corroon Group will not be 
challenged by a liquidator or administrator or that a court would support our   
analysis.                                                                       

U.K. FINANCIAL ASSISTANCE LAW--WILLIS CORROON GROUP'S GUARANTEE MAY BE DECLARED 
INVALID IF WILLIS CORROON GROUP DOES NOT COMPLY WITH U.K. FINANCIAL     
  ASSISTANCE LAW. IF ITS GUARANTEE IS DECLARED INVALID, WILLIS CORROON GROUP
WILL NOT BE OBLIGATED TO MAKE PAYMENTS IN RESPECT OF THE NOTES.         

    The provision of the guarantee by Willis Corroon Group and certain
terms of the exchange and registration rights agreement and the purchase        
agreement relating to the issuance of the outstanding notes may have constituted
unlawful financial assistance under U.K. law. However, the Companies Act 1985 of
Great Britain provides an exemption procedure which can be used in certain      
circumstances to approve actions which may otherwise constitute unlawful        
financial assistance. Willis Corroon Group has sought to comply with this       
procedure. The procedure requires certain statutory                             

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declarations by the directors of Willis Corroon Group relating to the solvency  
of Willis Corroon Group and a report by the auditors of Willis Corroon Group as 
to the reasonableness of such declarations in the circumstances. It is also     
necessary that Willis Corroon Group had net assets which were not reduced as a  
result of giving the financial assistance or, to the extent that they were      
reduced, the assistance was provided out of distributable profits only. However,
if any of the requirements of the exemption procedure are not satisfied, and in 
particular if the giving of the guarantee or the entry by Willis Corroon Group  
into the exchange and registration rights agreement or the purchase agreement   
reduced the net assets of Willis Corroon Group, then such guarantee or the entry
by Willis Corroon Group into the exchange and registration rights agreement or  
the purchase agreement, as the case may be, would be invalid. We believe that   
the requirements of the exemption procedure have been complied with.            
Furthermore, we believe that the issue of the guarantee and the entry by Willis 
Corroon Group into the exchange and registration rights agreement and/or the    
purchase agreement did not result in a reduction of the net assets of Willis    
Corroon Group, because we believe that the liabilities under the guarantee and  
the exchange and registration rights agreement and the purchase agreement were  
not likely to be or not certain to be incurred. However, we can provide no      
assurance that a court or a liquidator would concur with our view.              

U.S. FRAUDULENT TRANSFER CONSIDERATIONS--U.S. BANKRUPTCY OR FRAUDULENT          
CONVEYANCE LAW MAY INTERFERE WITH THE PAYMENT OF THE NOTES.             

    Under the U.S. federal bankruptcy law and comparable provisions of
state fraudulent transfer laws, an obligation of Willis Corroon Corporation,    
including the notes, could be voided, or subordinated to all other debts of     
Willis Corroon Corporation if, among other things, at the time it issued the    
notes Willis Corroon Corporation,                                               

       - incurred such debt with the intent of hindering, delaying or defrauding
current or future creditors; or                               

    - received less than reasonably equivalent value or fair consideration
for incurring such debt; and                                  

         - was insolvent or was rendered insolvent by reason of such
incurrence;                                   

             - was engaged, or about to engage, in a business or transaction
                for which the assets remaining with Willis Corroon Corporation
        constituted unreasonably small capital to carry on its
business;                                     

         - intended to incur, or believed that it would incur, debts
     beyond its ability to pay as such debts matured; or

        - was a defendant in an action for money damages, or had a
              judgment for money damages docketed against it if, in either
          case, after final judgment the judgment was unsatisfied.

        The measure of insolvency for purposes of the foregoing considerations
will vary depending upon the law of the jurisdiction that is being applied in   
any such proceeding. Generally, however, Willis Corroon Corporation would be    
considered insolvent if, at the time it incurred the indebtedness, either       

       - the sum of its debts, including contingent liabilities, is greater than
its assets, at fair valuation, or                             

     - the present fair saleable value of its assets is less than the amount
        required to pay the probable liability on its total existing debts and
        liabilities, including contingent liabilities, as they become absolute
and matured.                                                  

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         On the basis of our analysis, internal cash flow projections, estimated
values of Willis Corroon Corporation's assets and liabilities and other factors,
we believe that at the time Willis Corroon Corporation initially incurred       
indebtedness represented by the outstanding notes, Willis Corroon Corporation   

       - was not insolvent nor rendered insolvent as a result of the issuance of
the notes,                                                    

- was in possession of sufficient capital to run its businesses   
effectively,                                                  

    - was incurring debts within its ability to pay as the same matured or
became due and                                                

       - had sufficient assets to satisfy any probable money judgment against it
in any pending action.                                        

There can be no assurance, however, as to what standard a court would apply in  
making such determinations or that a court passing on such questions would reach
the same conclusions.                                                           

LACK OF PUBLIC MARKET--YOU MAY NOT BE ABLE TO SELL YOUR EXCHANGE NOTES.         

         There is no existing market for the exchange notes, and there can be no
assurance as to the liquidity of any markets that may develop for the exchange  
notes, your ability to sell your exchange notes or the prices at which you would
be able to sell your exchange notes. Future trading prices of the exchange notes
will depend on many factors, including, among other things, prevailing interest 
rates, our operating results and the market for similar securities. We          
understand that the initial purchasers of the outstanding notes currently intend
to make a market in the exchange notes. However, they are not obligated to do so
and any market making may be discontinued at any time without notice. The       
outstanding notes are eligible for trading in the Private Offerings, Resales and
Trading through Automated Linkages system, PORTAL, of the Nasdaq Stock Market,  
Inc. and are listed on the Luxembourg Stock Exchange. We have applied for       
listing of the exchange notes on the Luxembourg Stock Exchange.                 

         Historically, the market for non-investment grade debt has been subject
to disruptions that have caused volatility in prices. It is possible that the   
market for the exchange notes will be subject to disruptions. Any such          
disruptions may have a negative effect on you, as a holder of the exchange      
notes, regardless of our prospects and financial performance.                   

FINANCING CHANGE OF CONTROL OFFER--WE MAY NOT BE ABLE TO FINANCE A CHANGE OF    
 CONTROL OFFER REQUIRED BY THE INDENTURE, WHICH MAY CONSTITUTE AN EVENT OF
 DEFAULT UNDER THE INDENTURE. THIS EVENT MAY CAUSE THE ACCELERATION OF OUR
 SENIOR DEBT, WHICH, IN TURN, MAY CAUSE US TO FAIL TO MAKE PAYMENTS ON THE
NOTES.                                                                  

Upon a change of control under the indenture, Willis Corroon  
Corporation will be required to offer to purchase all of the notes then         
outstanding at 101% of their principal amount, plus accrued interest to the date
of repurchase. If a change of control were to occur, we can provide no assurance
that Willis Corroon Corporation would have sufficient funds to pay the purchase 
price for the notes then outstanding, and we can provide no assurance that      
Willis Corroon Corporation would be able to obtain third party financing on     
favorable terms, if at all. In addition, the senior credit facilities restrict  
Willis Corroon Corporation's ability to repurchase the notes, including pursuant
to an offer in connection with a change of control. A change of control under   
the indenture will result in an event of default under the senior credit        
facilities and may cause the acceleration of other senior indebtedness, if any, 
in which case the subordination provisions of the notes would require payment in
full of the senior credit facilities and any other senior indebtedness before   
repurchase of the notes. See "Description of the Notes-- Repurchase at the      
Option of Holders--Change of Control" and "Description of the Senior Credit     

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Facilities." The inability to repay senior indebtedness, if accelerated, and to 
purchase all of the tendered notes, would constitute an event of default under  
the indenture.                                                                  

PREMIUMS AND COMMISSIONS--WE DO NOT CONTROL THE PREMIUMS ON WHICH OUR           
  COMMISSIONS ARE BASED AND CHANGES IN THESE PREMIUMS MAY AFFECT OUR ABILITY
TO SERVICE AND REPAY OUR DEBT, INCLUDING THE NOTES.                     

        Willis Corroon is primarily engaged in insurance brokerage activities,
and derives most of its revenues from commissions and fees for brokering and    
consulting services. Willis Corroon does not determine insurance premiums on    
which commissions are generally based. Historically, premiums have been cyclical
in nature and have varied widely based on market conditions. Since the late     
1980s, general premium levels have been depressed as a result of a number of    
factors, including:                                                             

- the expanded underwriting capacity of insurance carriers;       

      - consolidation of both insurance intermediaries and insurance carriers;
and                                                           

- increased competition.                                          

         In addition, as traditional risk-bearing insurance carriers continue to
outsource the production of premium revenue to non-affiliated agents or brokers 
such as Willis Corroon, such insurance carriers may seek to further reduce their
expenses by reducing the commission rates payable to such insurance agents or   
brokers. Such a reduction would reduce our revenues and therefore, our ability  
to service and repay our indebtedness, including the notes. We cannot predict   
the timing or extent of future changes in commission rates or premiums and      
therefore cannot predict the effect, if any, that such changes would have on our
operations. See "Business--Industry Overview."                                  

SOVEREIGN/WFUM--THE OUTCOME OF THE RUN-OFF OF THE BUSINESS OF ONE OF OUR        
  SUBSIDIARIES IS UNCERTAIN AND MAY AFFECT OUR ABILITY TO REPAY THE NOTES OR
MAKE PAYMENTS UNDER THE GUARANTEES.                                     

    In July 1997, an unexpected adverse arbitration award was rendered
against Sovereign Marine & General Insurance Company Limited in respect of a    
dispute between Sovereign and one of its reinsurers regarding the enforceability
of certain reinsurance arranged by Willis Faber (Underwriting Management)       
Limited. The directors of Sovereign were unable to secure Willis Corroon Group's
support for unlimited financial backing and, as a consequence, placed Sovereign 
into provisional liquidation. From 1972 Sovereign's underwriting activities were
managed by Willis Faber (Underwriting Management), another wholly owned         
subsidiary of Willis Corroon Group, which also provided underwriting agency and 
other services to third-party insurance companies called the stamp companies.   

   Willis Faber (Underwriting Management) has been administering the
business it arranged on behalf of Sovereign and the other stamp companies,      
referred to as handling the "run-off" of the business, since 1991, when         
Sovereign ceased underwriting new business. Although the run-off of this        
business is expected to be conducted in an orderly manner, it may ultimately    
prove to be a lengthy and expensive process.                                    

   Further, following the publication of the award, issues have been
raised about the enforceability of other reinsurance put in place by Willis     
Faber (Underwriting Management) on behalf of Sovereign and the stamp companies. 
Accordingly, there can be no assurance that there will be no further arbitration
or litigation with respect to reinsurance arranged by Willis Faber (Underwriting
Management). Also, if the provisional liquidators or the stamp companies        
determine that they have valid claims against Willis Corroon Group, they may    
seek to bring claims directly against Willis Corroon Group                      

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and hold it responsible for the liabilities of its subsidiaries. Claims could   
also be made against Willis Faber (Underwriting Management) and broking         
subsidiaries that arranged reinsurance on behalf of Sovereign and the stamp     
companies.                                                                      

  If either the costs of the run-off of the Sovereign business are
greater than expected or any of the foregoing claims are successful, it might   
affect our ability to repay the notes or make payments under the guarantees. See
"Business--Legal Proceedings--Sovereign/Willis Faber (Underwriting Management)."

U.K. PENSION REVIEW--WE MUST MAKE PAYMENTS AS A RESULT OF THE U.K. PENSION      
   REVIEW. HOWEVER, THE AMOUNT WE MUST PAY IS UNCERTAIN AND IF IT IS MORE THAN
    WE ANTICIPATE, IT MAY AFFECT OUR ABILITY TO REPAY THE NOTES OR MAKE PAYMENTS
UNDER THE GUARANTEES.                                                   

        As is the case for many companies involved in selling personal pension
plans to individuals in the United Kingdom from 1988 to 1994, we face           
liabilities as a result of the "pension transfers and opt-outs review" initiated
by the U.K. government. Sellers of personal pension plans have since been       
subject to liabilities based on claims that they allegedly "mis-sold" pension   
products or gave improper advice. In particular, companies that engaged in this 
business, such as our independent financial advisory business, Willis Corroon   
Financial Planning Limited, are required to compensate individuals who withdrew 
from their previous or existing company pension plans or who were otherwise     
advised to set up personal pension plans, to the extent that following          
withdrawal, and the consequent loss of the employer contribution, such          
individual's personal pension plan did not produce returns equal to those that  
would have been achievable with an employer's company-sponsored plan. Whether   
compensation is due to a particular individual, and the amount thereof, is      
dependent on the subsequent performance of the pension plan sold and the        
relative cost to reinstate such individual into his or her prior company pension
plan.                                                                           

  We initially allocated L5.0 million for Phase I "priority" cases
(individuals who were nearing retirement, had retired or died). Following       
proposals by the U.K. regulator issued in March 1998 with respect to Phase II,  
or non-priority cases, we reserved a further L25.0 million in the second quarter
of 1998 to cover both the estimated costs of reviewing approximately 8,000 Phase
II cases, some of which would require compensation, and the estimated additional
cost of completing the Phase I reviews. However, there was uncertainty as to the
number of Phase II cases which would require compensation and the amount of that
compensation, which is dependent upon U.K. interest rates and other financial   
assumptions prescribed by the U.K. regulator prevailing at the time it is       
offered. Following the required mailings during the first quarter of 1999 to    
those individuals who might have been affected, we have now identified          
approximately 4,000 Phase II cases as potentially requiring compensation. While 
fewer than 5% of loss calculations have yet been completed, it is becoming clear
that the ultimate exposure, primarily as a consequence of lower U.K. interest   
rates prescribed by the regulator, is likely to be higher than that originally  
assumed. Accordingly, we reserved a further L15.0 million in the second quarter 
of 1999.                                                                        

         There is still uncertainty as to the ultimate exposure. This is subject
to a number of variable factors, including among others, the response rate to   
the required mailings (further requests for review may be received up to March  
31, 2000) and the effect of future changes in prescribed U.K. interest rates and
other financial assumptions, which are issued by the U.K. regulator on a        
quarterly basis. The U.K. regulator also issued revised demographic assumptions 
on July 30, 1999 and announced on August 3, 1999 the target date of June 30,    
2002 for the completion of Phase II of the review. The financial effect of both 
these announcements has yet to be fully evaluated. Although we believe our      
provisions are reasonable, with the uncertainties of the Phase II review there  
remains a possibility that the provisions made will be insufficient. There are  
also suggestions of further retrospective reviews of other business transacted  
by the life assurance industry and independent financial advisors although no   
regulatory                                                                      

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requirements have yet been issued. We expect to pay out these established       
provisions over the next three years; however, if, our provisions are           
insufficient, our financial position may be adversely affected which, in turn,  
may impair our ability to make payments under the guarantee.                    

REGULATION--WE ARE SUBJECT TO INSURANCE INDUSTRY REGULATION WORLDWIDE AND OUR   
    FAILURE TO COMPLY WITH, OR THE IMPLEMENTATION OF CHANGES TO, SUCH REGULATION
COULD HAVE AN ADVERSE EFFECT ON OUR ABILITY TO GENERATE CASH FLOW, AND  
THEREBY RESTRICT OUR ABILITY TO MAKE PAYMENTS ON THE NOTES OR UNDER THE 
GUARANTEES.                                                             

   Our operations worldwide are subject to numerous governmental and
quasi-governmental regulations. Although we believe that we are substantially in
compliance with such regulations, changes in legislation or regulations and     
actions by regulators, including changes in administration and enforcement      
policies, may from time to time require operational improvements or             
modifications at various locations or the payment of fines and penalties, or    
both. See "Business--Regulation."                                               

     The U.K. government's Department of Customs & Excise has issued its
proposals to change the way in which value added tax, VAT, can be received by   
partially exempt groups, which include Willis Corroon and other companies in the
insurance industry. We have made representations against the proposals, in      
common with professional advisors and others in the industry. If the proposals  
were implemented as drafted, the cost to us could be approximately L4 million   
before taxes per year although there would be various steps which could be taken
to mitigate this cost.                                                          

PUT AND CALL ARRANGEMENTS--WE HAVE ENTERED INTO SIGNIFICANT PUT AND CALL        
ARRANGEMENTS WHICH MAY REQUIRE US TO PAY SUBSTANTIAL AMOUNTS TO PURCHASE
SHARES IN ONE OF OUR ASSOCIATES.                                        

         In connection with many of our investments in our associates, we retain
rights to increase our ownership percentage of such associates over time and, in
certain cases, the existing owners also have a right to put their shares to us  
at prices based on formulae related to earnings and, in certain cases, revenue  
at the date of exercise.                                                        

        Between 2001 and 2012, we are subject to a put arrangement whereby, if
fully exercised, we would have the obligation to buy shares of Gras Savoye,     
other than those held by management, possibly bringing our ownership interest   
from 33% to 90%. Management shareholders of Gras Savoye (approximately 10%      
thereof) do not have general put rights between 2001 and 2012, but have certain 
put rights on their death, disability or retirement pursuant to which payments  
are not expected to exceed L15 million if the full 10% is exercised. From 2001  
to 2005, the incremental 57% of Gras Savoye may be put to Willis Corroon at a   
price equal to the greater of approximately 800 million French francs (L86.1    
million at December 31, 1998 exchange rates) for the full 57% or a price        
determined by a contractual formula based on earnings and revenue. After 2005,  
the put price is determined solely by the formula. The shareholders may put     
their shares individually at any time during the put period. We can provide no  
assurance that such amounts will not be greater. The obligation to make such    
repurchases could reduce our liquidity and, consequently, impair our ability to 
meet our obligations under the guarantees. See "Management's Discussion and     
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources."                                                                     

COMPETITION--THE COMPETITIVE NATURE OF OUR INDUSTRY AND THE STRENGTH OF OUR     
COMPETITORS COULD IMPAIR OUR ABILITY TO HONOR OUR OBLIGATIONS UNDER THE 
NOTES AND THE GUARANTEES.                                               

      Willis Corroon faces competition in all fields in which it operates.
Competition in the insurance brokering and risk management businesses is based  
on global capability, product breadth, innovation, quality of service and price.
We compete with the two other providers of global risk management services as   
well as with numerous regional and local firms. Insurance companies also compete
with our                                                                        

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brokers by directly soliciting insureds without the assistance of an independent
broker or agent. Competition for premiums is intense in all our business lines  
and in every insurance market. Competition on premium rates has also exacerbated
the pressures caused by a continuing reduction in demand in some classes of     
business. For example, insureds are currently retaining a greater proportion of 
their risk portfolios than previously. Industrial and commercial companies are  
increasingly relying upon captive insurance companies, self-insurance pools,    
risk retention groups, mutual insurance companies and other mechanisms for      
funding their risks, rather than buying insurance. Willis Corroon provides      
management and similar services for such alternative risk transfer programs.    
Additional competitive pressures arise from the entry of new market             
participants, such as banks, accounting firms and insurance carriers themselves,
offering risk management or transfer services. We can offer no assurance that we
can successfully respond to these competitive pressures or that we will be      
successful in otherwise realizing or maintaining any of our competitive         
advantages. If we are unsuccessful in responding to such pressures or if we do  
not maintain our competitive advantage, our revenues may decline. If our        
revenues are insufficient to meet our financial obligations in general, we may  
be unable to meet our obligations under the notes or the guarantees. See        
"Business--Competition."                                                        

KEY PERSONNEL--THE LOSS OF ANY MEMBER OF OUR SENIOR MANAGEMENT OR A SIGNIFICANT 
  NUMBER OF OUR BROKERS COULD NEGATIVELY AFFECT OUR BUSINESS WHICH, IN TURN,
MAY IMPAIR OUR ABILITY TO MAKE PAYMENTS ON THE NOTES OR UNDER THE       
GUARANTEES.                                                             

         Our success depends to a substantial extent not only on the ability and
experience of our senior management, but also on the individual brokers and     
teams that service our clients and maintain client relationships. The insurance 
brokerage industry has in the past experienced intense competition for the      
services of leading individual brokers and brokerage teams, and we have lost key
individuals and teams to competitors in the past. While we maintain             
non-competition agreements with substantially all our senior managers and       
brokers and 358 of our key employees invested in the shares of TA I Limited, we 
will continue to be subject to the risk that such individuals or teams may leave
Willis Corroon. The loss of the services of one or more such persons or teams   
could have a negative impact on our business and therefore, adversely affect our
ability to meet our obligations under the notes.                                

YEAR 2000--OUR OPERATIONS AND FINANCIAL RESULTS, AND THEREFORE OUR ABILITY TO   
  MEET OUR OBLIGATIONS UNDER THE NOTES AND THE GUARANTEES, MAY BE NEGATIVELY
AFFECTED BY THE YEAR 2000 PROBLEM.                                      

       The "year 2000 problem" relates to computer systems that are designed
using two digits, rather than four, to represent a given year. Therefore, such  
systems may recognize "00" as the year 1900 rather than 2000, possibly resulting
in major system failures or miscalculations and causing disruptions in our      
operations. Also, our operations could be disrupted by reason of any failure by 
our clients, insurance carriers or other third parties with whom we conduct     
business to achieve their own year 2000 compliance in a timely fashion.         

    We have conducted a review of our computer systems to identify the
systems that could be affected by the year 2000 problem and are nearing         
completion of our plan to be year 2000 compliant prior to December 31, 1999. As 
part of the program, we retained outside consultants, who, working with our     
information technology staff, have tested computer systems and identified       
problem areas. We do not expect to exceed the L4.2 million we budgeted for      
expenditures related to our year 2000 compliance program.                       

     We are developing business continuity plans aimed at minimizing the
impact of unforeseen problems during the year-end transition period (December   
31, 1999 to January 10, 2000). All business critical applications are being     
tested for compliance in a simulated year 2000 environment. Leave has           

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been cancelled for key systems support staff during December and January. It is 
our intention to close the processing systems in advance of normal year-end, and
follow this with a controlled restart of systems from 9 a.m. on January 1, 2000.
Priority will be given to business critical systems. We are continuing to       
monitor suppliers regarding product viability. Discussions on year 2000         
readiness are underway with our strategic insurers. We have received inquiries  
from our clients regarding our year 2000 compliance efforts and it is likely    
that our clients will require us to confirm that we are year 2000 compliant     
substantially in advance of December 31, 1999.                                  

         Willis Corroon is dependent on a variety of third parties with which it
has business relationships, including electrical power, telephone, water and    
other necessary utilities. We are not aware currently of any material           
non-compliance by these parties that will materially affect our business        
operations; however, we do not control these systems and cannot assure that they
will be converted in a timely fashion. While we believe that we will be taking  
appropriate steps to achieve our year 2000 compliance in a timely fashion, there
can be no assurance that our computers, or those of third parties with whom we  
conduct business, will be year 2000 compliant prior to December 31, 1999, or    
that the costs incurred will not materially exceed amounts budgeted.            

        Our planning for year 2000 compliance also covers contingency planning
to handle the most reasonably likely worst-case scenario. Our contingency plans 
cover the potential risks to our information technology infrastructure, fuel    
supplies for uninterrupted power supply generators, building control systems,   
desk top systems, business critical systems and interfaces with banks and the   
London insurance market. Compliance testing of our contingency plans for        
interfaces with the London insurance market is required by our regulator and    
testing is expected to be completed by June 30, 1999 with a monitoring review in
October 1999.                                                                   

INTERNATIONAL OPERATIONS--OUR SIGNIFICANT INTERNATIONAL OPERATIONS EXPOSE US TO 
EXCHANGE RATE FLUCTUATIONS.                                             

         A significant portion of our operations is conducted outside the United
Kingdom. Accordingly, we are subject to legal, economic and market risks        
associated with operating in foreign countries, including:                      

- devaluations and fluctuations in currency exchange rates;       

  - imposition of limitations on conversion of foreign currencies into
    pounds or dollars or remittance of dividends and other payments by
foreign subsidiaries;                                         

    - imposition or increase of withholding and other taxes on remittances
and other payments by subsidiaries;                           

- hyperinflation in certain foreign countries;                    

      - imposition or increase of investment and other restrictions by foreign
governments;                                                  

- longer payment cycles;                                          

- greater difficulties in accounts receivable collection; and     

 - the requirement of complying with a wide variety of foreign laws.

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      In particular we transact business in more than 125 countries and in
more than 100 currencies. Historically, we have reported our operating results  
in pounds sterling. Outside the U.K., we predominantly generate revenues and    
expenses in the local currency. Thus the exchange exposure, excluding economic  
exposure, is restricted to translation exposure on the profits of the           
operations. In the U.K., however, we earn revenue in a number of different      
currencies but expenses are almost entirely incurred in sterling. This mismatch 
creates an exchange exposure and arises mainly from Global Specialties and      
Global Reinsurance which serve their clients world-wide primarily from a U.K.   
base of operations. In 1998, approximately 22% of our total operating revenues  
were earned in sterling, 63% in U.S. dollars and 15% in other currencies.       
However, in 1998, 44% of Willis Corroon's total operating expenses were incurred
in sterling, 47% in U.S. dollars and 9% in other currencies. As such, when      
sterling appreciates, which it has in recent years, the revenue associated with 
non-sterling business is translated into fewer pounds, while expenses, incurred 
in sterling, are not impacted. As a result, if sterling appreciates, all other  
things being equal, revenues, profits and margins decline.                      

       Given these facts, the strength of sterling in recent years has had a
material negative impact on our reported results. We can provide no assurance   
that such risks will not have a material adverse effect on Willis Corroon in the
future, and therefore, on our ability to meet our obligations under the notes.  

INTRODUCTION OF THE EURO--OUR OPERATIONS AND FINANCIAL RESULTS, AND THEREFORE   
   OUR ABILITY TO MEET OUR OBLIGATIONS UNDER THE NOTES AND THE GUARANTEES, MAY
BE NEGATIVELY AFFECTED BY THE INTRODUCTION OF THE EURO.                 

       On January 1, 1999, the euro replaced the currencies of eleven member
states of the European Union, including countries in which we operate. There can
be no assurance that the introduction of the euro will not increase the         
volatility of the exchange rates for sterling or result in the future           
appreciation of sterling. The United Kingdom government has stated that it will 
not participate in the European Economic and Monetary Union at its commencement,
although it is possible that under certain circumstances it may participate at a
later date. If the United Kingdom were to participate in the single currency,   
the pound sterling would be replaced by the euro. It is not clear on what terms 
the United Kingdom would participate in the European Economic and Monetary      
Union.                                                                          

       We have made certain amendments to our systems software necessary for
us to be able to place, settle and account for business in euros, while         
retaining the flexibility to continue to transact business in the existing      
national currency units if necessary. We have incurred approximately L0.9       
million in connection with our efforts to be euro compliant and believe that all
necessary steps have been taken and tested, and staff trained in the changes to 
working practices.                                                              

      While we believe that we have taken appropriate steps to become euro
compliant in a timely fashion, we can provide no assurance that our efforts to  
do so have been completed or that the costs we may still incur will not         
materially exceed amounts budgeted.                                             

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IMPLEMENTATION OF BUSINESS STRATEGY--IF WE DO NOT SUCCESSFULLY MEET OUR         
STRATEGIC OBJECTIVES TO INCREASE REVENUES AND CASH FLOWS, OUR ABILITY TO
MAKE INTEREST PAYMENTS ON THE NOTES MAY BE IMPAIRED.                    

     Willis Corroon's strategic objectives are to grow revenues and cash
flow and enhance its position as a leading provider of risk management services.
To achieve these objectives, we implemented the change program and seek to:     

       - capitalize on our strong global franchise by cross-selling existing and
new products and services to our existing clients;            

     - capitalize on our strong global franchise by targeting new clients in
 need of Willis Corroon's global reach and specialized services;

- emphasize our value-added, fee-based risk management services;  

- increase operating efficiencies through specific cost reduction 
measures; and                                                 

  - strengthen our global franchise through selective acquisitions and
strategic investments.                                        

     If the change program and other initiatives do not produce improved
results as and when expected, there will be less cash available to support the  
business after paying interest expense on the indebtedness, and consequently    
operating results may decrease, adversely affecting our ability to meet our     
obligations under the notes. In addition, there can be no assurance that further
implementation of the change program across our business units or any other     
strategies that we have described in this prospectus will be successful or will 
improve operating results. Other conditions may exist, such as unforeseen costs 
and expenses or an economic downturn, that may offset any improved operating    
results that are attributable to such business strategies. Further, any growth  
through acquisitions and investments will be dependent upon identifying suitable
acquisition or investment candidates and successfully consummating such         
transactions at reasonable costs. See "--Competition" and "Business--Business   
Strategy."                                                                      

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FORWARD LOOKING STATEMENTS

  This prospectus includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities  
Exchange Act of 1934. All statements other than statements of historical facts  
included in this prospectus, including, without limitation, statements regarding
Willis Corroon's future financial position, strategy, projected costs and plans 
and objectives of management for future operations, including the benefits      
expected to be derived from the implementation of the change program, may be    
deemed to be forward-looking statements. Although Willis Corroon believes that  
the expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.   
Important factors that could cause actual results to differ materially from     
Willis Corroon's expectations ("cautionary statements") are disclosed under     
"Risk Factors" and elsewhere in this prospectus, including, without limitation, 
in conjunction with the forward-looking statements included in this prospectus. 
All forward-looking statements attributable to Willis Corroon or persons acting 
on its behalf are expressly qualified in their entirety by the cautionary       
statements.                                                                     

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PRESENTATION OF CURRENCY AND FINANCIAL INFORMATION; EXCHANGE RATES

      In this prospectus, unless otherwise specified or unless the context
otherwise requires, all references to "pounds sterling", "sterling", "pound",   
"L" and "pence" are to the lawful currency of the United Kingdom of Great       
Britain and Northern Ireland. In this prospectus, unless otherwise specified or 
unless the context otherwise requires, all references to "dollars" or "$" are to
United States dollars. The consolidated financial statements of Willis Corroon  
are prepared in pounds sterling. Amounts stated in dollars, unless otherwise    
indicated, have been translated from pounds sterling at an assumed rate solely  
for the convenience of the reader, and should not be construed as               
representations that amounts in pounds sterling actually represent such dollar  
amounts or could be converted into dollars at the rate indicated. Except as     
otherwise indicated, such dollar amounts have been translated from pounds       
sterling at the rate of L1.00 = $1.66, the noon buying rate in the City of New  
York for cable transfers in pounds sterling as announced by the Federal Reserve 
Bank of New York for customs purposes on December 31, 1998.                     

      The following table sets forth, for the periods and dates indicated,
certain information concerning the noon buying rate for pounds sterling         
expressed in dollars per L1.00. No representation is made that the pounds       
sterling or dollar amounts referred to herein could have been or could in the   
future be converted into dollars or pounds sterling, as the case may be, at any 
particular rate or at all. On August 13, 1999, the noon buying rate was L1.00 = 
$1.61.                                                                          

                                                        [Enlarge/Download Table]

YEAR ENDED                                                                                                                         
DECEMBER 31,                                                                 PERIOD END       AVERAGE(A)        HIGH         LOW   
-------------------------------------------------------------------------  ---------------  ---------------  -----------  ---------
                                                                                                                                   
1993.....................................................................          1.48             1.50           1.59        1.42
1994.....................................................................          1.57             1.54           1.64        1.46
1995.....................................................................          1.55             1.58           1.62        1.53
1996.....................................................................          1.71             1.56           1.71        1.51
1997.....................................................................          1.64             1.64           1.69        1.60
1998.....................................................................          1.66             1.66           1.72        1.61
1999 (through August 13, 1999)...........................................          1.61             1.61           1.66        1.55

------------------------                                                        

(a) The average of the noon buying rates on the last day of each month during   
relevant period.                                                        

      Unless otherwise indicated, financial information in this prospectus
has been prepared in accordance with accounting principles generally accepted in
the U.K. U.K. GAAP differs in certain respects from U.S. generally accepted     
accounting principles. For a discussion of the most significant differences     
between U.K. GAAP and U.S. GAAP relevant to Willis Corroon Corporation and      
Willis Corroon Group, see Note 31 of the Notes to the Consolidated Financial    
Statements of Willis Corroon included elsewhere in this prospectus.             

    Unless otherwise specifically stated in this document, none of the
accounts or financial information in this document constitutes statutory        
accounts of Willis Corroon Group within the meaning of section 240(5) of the    
Companies Act 1985 of Great Britain. Statutory accounts of Willis Corroon Group 
relating to each completed financial period up to December 31, 1998 to which the
financial information in this document relates have been delivered to the       
Registrar of Companies in England and Wales. The auditors of Willis Corroon     
Group at the relevant time have made a report of the kind required by Section   
235 of the Companies Act 1985 with respect to such statutory accounts and each  
such report was an unqualified report and contained no statement under section  
237(2) or (3) of the Companies Act 1985 (accounting records or returns          
inadequate, accounts not agreeing with records or returns or failure to obtain  
necessary information or explanations).                                         

       Certain amounts and percentages included in this prospectus have been
rounded and accordingly may not total.                                          

    Apart from the consolidated financial statements of Willis Corroon
Group, we do not publish separate financial statements for Willis Coroon        
Corporation or Willis Corroon Partners.                                         

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THE TENDER OFFER AND RELATED FINANCINGS 

THE TENDER OFFER                                                                

     On July 27, 1998, Warburg Dillon Read (a division of UBS AG), Chase
Manhattan plc and HSBC Investment Bank plc announced an offer on behalf of      
Trinity Acquisition, based on the terms and subject to the conditions described 
in the offer to purchase dated July 27, 1998 and the related acceptance forms,  
for                                                                             

   - all of the outstanding ordinary shares of 12.5 pence each of Willis
       Corroon Group for 200 pence per Willis Corroon ordinary share in cash
without interest and                                          

      - all of the American Depositary Shares, or ADSs, each representing five
     Willis Corroon ordinary shares and evidenced by American Depositary
        Receipts, of Willis Corroon Group for L10.00 per Willis Corroon ADS in
cash without interest.                                        

       The directors of Willis Corroon Group who were not connected with the
tender offer unanimously recommended that all holders of Willis Corroon ordinary
shares and Willis Corroon ADSs accept the tender offer.                         

    Under the tender offer, certain holders of Willis Corroon ordinary
shares who validly accepted the tender offer were entitled to elect to receive  
loan notes instead of some or all of the cash consideration to which they would 
otherwise have been entitled. The loan notes are unsecured, and are guaranteed  
as to principal and interest by The Chase Manhattan Bank, and such guarantees   
are supported by letters of credit issued under a credit agreement. As of the   
completion of the tender offer, loan notes in an aggregate principal amount of  
L3,176,384 were outstanding.                                                    

    Prior to the announcement of the tender offer, Trinity Acquisition
agreed to purchase 9.9% of Willis Corroon Group's issued share capital from     
Philips & Drew Fund Management Limited, conditional on the expiration of the    
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  
On September 2, 1998, having received valid acceptances from, or acquired Willis
Corroon ordinary shares from, holders of approximately 54% of Willis Corroon    
Group's issued share capital, Trinity Acquisition determined that all the other 
conditions to the tender offer had been satisfied or waived and declared the    
tender offer "unconditional" as to acceptances. On September 25, 1998, Trinity  
Acquisition announced it had received acceptances from holders of more than 90% 
of Willis Corroon Group's issued share capital subject to the tender offer, and 
commenced the compulsory acquisition procedure under the United Kingdom         
Companies Act 1985 to acquire the remaining issued and outstanding share capital
of Willis Corroon Group. The compulsory acquisition procedure was completed on  
November 10, 1998.                                                              

THE OUTSTANDING NOTES AND THE REFINANCINGS                                      

       The net proceeds from the issuance and sale of the outstanding notes,
which were approximately $534.4 million (approximately L321.9 million) after    
deduction of underwriting discounts and other expenses, were applied towards the
repayment of amounts outstanding under a $575 million subordinated bridge       
facility, entered into on November 19, 1998, and provided by The Chase Manhattan
Bank. The proceeds of borrowings under the subordinated bridge facility and the 
credit agreement on November 19, 1998 were applied:                             

- to refinance amounts outstanding under a tender offer facility  
agreement;                                                    

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      - to refinance a $575 million senior subordinated promissory note loaned
    by the KKR 1996 Fund (Overseas), Limited to Trinity Acquisition to
    finance in part the tender offer and for other corporate purposes;

- to refinance other existing indebtedness; and                   

- to pay related fees and expenses.                               

       The subordinated bridge facility had a final maturity on November 19,
2008, with no interim amortization. The loans thereunder accrued interest on the
date repaid at a rate of 9.375% per annum, which rate was due to increase over  
time.                                                                           

   The tender offer facility consisted of a $475 million, nine month
delayed draw term loan, which was entered into on July 22, 1998. The term loan  
was used by Trinity Acquisition to purchase the shares tendered in the tender   
offer. In addition, a portion of the revolving credit facility, which is part of
the credit agreement, was available to Willis Corroon Corporation after Trinity 
Acquisition had purchased more than 50% of the shares of Willis Corroon Group   
and was used to fund its working capital requirements and to refinance a portion
of Willis Corroon's existing indebtedness. Amounts outstanding under the tender 
offer facility agreement were incurred periodically from September to October   
1998, accrued interest on the date repaid at a rate equal to 7.8% per annum and 
had a final maturity on April 22, 1999.                                         

        Amounts outstanding under the senior subordinated promissory note were
periodically incurred from September to November 1998, accrued interest on the  
date repaid at a rate equal to 9.375% per annum and had a final maturity on     
September 14, 2009.                                                             

         The indebtedness that was refinanced in connection with the offering of
the outstanding notes and the recent acquisitions consisted of an estimated     
L87.6 million under short-term revolving credit facilities used for working     
capital, which accrued interest at a rate per annum equal to, at the borrower's 
election, the cost of funds for U.S. dollar deposits at the London interbank    
offered rates, LIBOR, for one, two, three or six months, plus a margin ranging  
from 0.18% to 0.35%, and matured in October and November 1998.                  

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         The following chart illustrates the final corporate structure of Willis
Corroon:                                                                        

[GRAPH] 

(1) Indirect, wholly-owned subsidiary of TA II Limited.                         
(2) Trinity Acquisition, Willis Corroon Group Limited, Willis Corroon Partners, 
 the U.S. subsidiaries and certain U.K. subsidiaries are guarantors of the
senior credit facilities.                                               
(3) Guarantor of the notes.                                                     

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USE OF PROCEEDS 

        Willis Corroon will not receive any cash proceeds from the issuance of
the exchange notes. In consideration for issuing the exchange notes as          
contemplated in this prospectus, Willis Corroon will receive in exchange a like 
principal amount of outstanding notes, the terms of which are identical in all  
material respects to the exchange notes. The outstanding notes surrendered in   
exchange for the exchange notes will be retired and canceled and cannot be      
reissued. Accordingly, issuance of the exchange notes will not result in any    
change in the capitalization of Willis Corroon. See "The Tender Offer and       
Related Financings--The Outstanding Notes and the Refinancings" for a discussion
of the use of proceeds from the sale of the outstanding notes.                  

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CAPITALIZATION

The following table sets forth the unaudited consolidated     
capitalization of Willis Corroon as of December 31, 1998, calculated in         
accordance with U.K. GAAP and U.S. GAAP on a historical basis and as of December
31, 1998, calculated in accordance with U.K. GAAP and U.S. GAAP on a pro forma  
basis after giving effect to the application of the proceeds from the sale of   
the outstanding notes and the recent acquisitions as if they had been           
consummated on such date. This table should be read in conjunction with         
"Unaudited Condensed Pro Forma Consolidated Financial Information,"             
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations" and the Consolidated Financial Statements of Willis Corroon and the 
notes thereto included elsewhere herein.                                        

         Other than as a result of the application of the proceeds from the sale
of the outstanding notes, there has been no material change in the              
capitalization of Willis Corroon since December 31, 1998, other than as         
described in note (e) below.                                                    

                                                        [Enlarge/Download Table]

                                                 DECEMBER 31, 1998                              
                        -------------------------------------------------------------------     
                                                                                                
                                         HISTORICAL                         PRO FORMA           
                        --------------------------------------------  ---------------------     


                             U.K. GAAP              U.S. GAAP               U.K. GAAP           
                        --------------------  ----------------------  ---------------------     
                                                   (IN MILLIONS)                                
                                                                                                
DEBT(A):                                                                                        
Revolving credit                                                                                
  facility(c).........     L  6.1  $    10.1(b)     L  6.1 $     10.1(b)    L  6.1 $     10.1(b)
Term loan                                                                                       
  facilities(d).......      270.3      448.7       270.3       448.7      270.3       448.7     
Notes.................         --         --          --          --      321.9       534.4     
                        ---------  ---------  ----------  ----------  ---------  ----------     
Total debt(e).........     L276.4  $   458.8      L276.4  $    458.8     L598.3  $    993.2     
                        ---------  ---------  ----------  ----------  ---------  ----------     
SHAREHOLDERS' EQUITY:                                                                           
Share capital.........       53.6       89.0        53.6        89.0       53.6        89.0     
Share premium / paid                                                                            
  in capital..........       28.5       47.3       850.4     1,411.7       28.5        47.3     
Revaluation                                                                                     
  reserve(f)..........       14.9       24.7          --          --       14.9        24.7     
Retained earnings                                                                               
  (deficit)...........       (8.0)     (13.3)      (28.6)      (47.5)      (8.0)      (13.3)    
                        ---------  ---------  ----------  ----------  ---------  ----------     
Total shareholders'                                                                             
  equity..............       89.0      147.7       875.4     1,453.2       89.0       147.7     
                        ---------  ---------  ----------  ----------  ---------  ----------     
TOTAL                                                                                           
  CAPITALIZATION......     L365.4  $   606.5    L1,151.8  $  1,912.0     L687.3  $  1,140.9     
                        ---------  ---------  ----------  ----------  ---------  ----------     
                        ---------  ---------  ----------  ----------  ---------  ----------     



                                                                                                

                        U.S. GAAP                                                               
                      --------------                                                            

                                                                                                
DEBT(A):                                                                                        
Revolving credit                                                                                
  facility(c).........L   6.1 $   10.1(b)                                                       
Term loan                                                                                       
  facilities(d).......270.3      448.7                                                          
Notes.................331.3      550.0                                                          
                      --  ----------                                                            
Total debt(e).........L 607.7 $  1,008.8                                                        
                      --  ----------                                                            
SHAREHOLDERS' EQUITY:                                                                           
Share capital.........53.6       89.0                                                           
Share premium / paid                                                                            
  in capital..........850.4    1,411.7                                                          
Revaluation                                                                                     
  reserve(f)..........--          --                                                            
Retained earnings                                                                               
  (deficit)...........(28.6)      (47.5)                                                        
                      --  ----------                                                            
Total shareholders'                                                                             
  equity..............875.4    1,453.2                                                          
                      --  ----------                                                            
TOTAL                                                                                           
  CAPITALIZATION......L1,483.1 $  2,462.0                                                       
                      --  ----------                                                            
                      --  ----------                                                            

------------------------                                                        

(a) Under U.K. GAAP, debt issuance costs are netted from the calculation of     
 total debt and amortized over the life of the debt. Under U.S. GAAP, such
  costs are recorded as an asset and amortized over the life of the debt. As
of December 31, 1998, there was $575 million outstanding under the      
    subordinated bridge facility which was accounted for as a current liability.
  The proceeds of the issuance of the outstanding notes were used to repay a
portion of the subordinated bridge facility.                            

(b) U.S. dollar amounts have been translated at the noon buying rate on December
31, 1998 of $1.66 = L1.00 solely for your convenience.                  

(c) The revolving credit facility provides for revolving loans of up to $150    
million for working capital and general corporate purposes. The balance 
outstanding on the revolving credit facility was repaid on February 11, 
1999. See "Description of the Senior Credit Facilities."                

(d) The term loan facilities were borrowed by Willis Corroon Corporation on     
November 19, 1998 and consisted of (i) a $50 million tranche A facility,
(ii) a $150 million tranche B facility, (iii) a $150 million tranche C  
facility and (iv) a $100 million tranche D facility. Willis Corroon     
  Corporation has amended the amounts allocated to the various tranches. See
"Description of the Senior Credit Facilities."                          

(e) Total debt does not give effect to dollar denominated intercompany debt owed
to Trinity Acquisition pursuant to group intercompany notes, which are  
   subordinated in right of payment to the notes, and which are offset by note
   receivables in the form of corresponding pound sterling denominated Trinity
    Acquisition intercompany notes. In addition, total debt does not give effect
to a L92.9 million interest free convertible loan owed to Trinity       
  Acquisition, which was converted into equity of Willis Corroon on February
 3, 1999. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources."            

(f)  Under U.K. GAAP, it is permissible to revalue fixed assets to market value 
and to credit the gain to the revaluation reserve. Willis Corroon has   
revalued properties in this manner. Revaluations are not permitted under
U.S. GAAP.                                                              

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UNAUDITED CONDENSED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

    The following unaudited condensed pro forma consolidated financial
statements of Willis Corroon are based on the consolidated financial statements 
of Willis Corroon Group, which are prepared in accordance with U.K. GAAP,       
included elsewhere in this prospectus. The Unaudited Condensed Pro Forma        
Consolidated Statement of Income for the year ended December 31, 1998 gives pro 
forma effect to the application of the proceeds of the sale of the outstanding  
notes and the recent acquisitions as if they had occurred on January 1, 1998 and
the Unaudited Condensed Pro Forma Consolidated Balance Sheet at December 31,    
1998 gives pro forma effect to the application of the proceeds of the sale of   
the outstanding notes as if it had occurred on December 31, 1998. The pro forma 
adjustments are based upon available information and certain assumptions that   
management believes are reasonable. The pro forma consolidated financial        
statements do not purport to represent what Willis Corroon's results of         
operations or financial condition would actually have been had the application  
of the proceeds of the sale of the outstanding notes and the recent acquisitions
in fact occurred on such date or to project the results of operations of Willis 
Corroon for any future period or the financial condition of Willis Corroon for  
any future date.                                                                

   The Pro Forma Consolidated Financial Statements should be read in
conjunction with Willis Corroon's consolidated financial statements included    
elsewhere in this prospectus and "Management's Discussion and Analysis of       
Financial Condition and Results of Operations."                                 

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WILLIS CORROON GROUP LIMITED
UNAUDITED CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET
AT DECEMBER 31, 1998

                                                        [Enlarge/Download Table]

                                                                        PRO FORMA                            
                                                          HISTORICAL   ADJUSTMENTS         PRO FORMA         
                                                          ----------  -------------  ---------------------   
                                                                                                             
                                                                           (IN MILLIONS)                     
AMOUNTS IN ACCORDANCE WITH U.K. GAAP:                                                                        
ASSETS                                                                                                       
CURRENT ASSETS                                                                                               
Cash and short-term deposits.............................   L  317.1      L 331.3(b)   L  317.1  $   526.4(a)
                                                                             (9.4)(b)                        
                                                                           (321.9)(c)                        
Investments..............................................      281.6           --         281.6      467.5   
Receivables..............................................    2,559.2           --       2,559.2    4,248.3   
Loan to parent company...................................    1,235.4           --       1,235.4    2,050.7   
                                                          ----------  -------------  ----------  ---------   
  Total current assets...................................    4,393.3           --       4,393.3    7,292.9   
FIXED ASSETS                                                                                                 
Tangible assets..........................................      141.6           --         141.6      235.1   
Intangible assets--Goodwill..............................       19.7           --          19.7       32.7   
Investments..............................................       34.4           --          34.4       57.0   
                                                          ----------  -------------  ----------  ---------   
  Total fixed assets.....................................      195.7           --         195.7      324.8   
                                                          ----------  -------------  ----------  ---------   
TOTAL ASSETS.............................................    4,589.0           --       4,589.0    7,617.7   
                                                          ----------  -------------  ----------  ---------   
                                                          ----------  -------------  ----------  ---------   
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                         
CURRENT LIABILITIES                                                                                          
Trade payables...........................................    2,860.3           --       2,860.3    4,748.1   
Due to parent company....................................      714.1         22.1(c)      736.2    1,222.1   
Corporate tax............................................       17.7           --          17.7       29.4   
Accruals and deferred income.............................       67.6           --          67.6      112.2   
Existing bank overdrafts.................................        6.3           --           6.3       10.5   
Subordinated bridge facility.............................      344.0       (344.0)(c)        0.0       0.0   
Term loans...............................................        2.4           --           2.4        4.0   
Other....................................................      103.3           --         103.3      171.4   
                                                          ----------  -------------  ----------  ---------   
  Total current liabilities..............................    4,115.7       (321.9)      3,793.8    6,297.7   
NONCURRENT LIABILITIES                                                                                       
Term loans...............................................      270.3           --         270.3      448.7   
Revolving credit facility................................        6.1           --           6.1       10.1   
Senior subordinated notes................................         --        321.9(d)      321.9      534.4   
                                                          ----------  -------------  ----------  ---------   
  Total long-term debt...................................      276.4        321.9         598.3      993.2   
Other....................................................        5.0           --           5.0        8.3   
                                                          ----------  -------------  ----------  ---------   
  Total noncurrent liabilities...........................      281.4        321.9         603.3    1,001.5   
PROVISIONS FOR LIABILITIES AND CHARGES...................       94.8           --          94.8      157.4   
MINORITY INTERESTS.......................................        8.1           --           8.1       13.4   
                                                          ----------  -------------  ----------  ---------   
  Total liabilities and minority interests...............    4,500.0           --       4,500.0    7,470.0   
SHAREHOLDERS' EQUITY                                                                                         
Share capital............................................       53.6           --          53.6       89.0   
Share premium............................................       28.5           --          28.5       47.3   
Revaluation reserve......................................       14.9           --          14.9       24.7   
Retained earnings (deficit)..............................       (8.0)          --          (8.0)     (13.3)  
                                                          ----------  -------------  ----------  ---------   
  Total shareholders' equity.............................       89.0           --          89.0      147.7   
                                                          ----------  -------------  ----------  ---------   
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY...............  L 4,589.0           --     L 4,589.0  $ 7,617.7   
                                                          ----------  -------------  ----------  ---------   
                                                          ----------  -------------  ----------  ---------   
AMOUNTS IN ACCORDANCE WITH U.S. GAAP (f):                                                                    
Total assets.............................................  L 5,369.9      L   9.4(g)  L 5,379.3  $ 8,929.6   
Total long-term debt.....................................      276.4        331.3         607.7    1,008.8   
Total shareholders' equity...............................      875.4           --         875.4    1,453.2   
                                                          ----------  -------------  ----------  ---------   
                                                          ----------  -------------  ----------  ---------   

See Notes to the Unaudited Condensed Pro Forma Consolidated Balance Sheet 

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NOTES TO UNAUDITED CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET 

(a) U.S. dollar amounts have been translated at the noon buying rate on December
31, 1998 of $1.66 = L1.00 solely for your convenience.                  

(b) Represents cash proceeds from the offering of outstanding notes as described
   in the table below. Under U.K. GAAP, debt issuance costs are netted against
the related debt and amortized over the life of the debt.               

                                                        [Enlarge/Download Table]

                                                     DEBT       COSTS            NET DEBT        
                                                   ---------  ---------  ------------------------
                                                                                                 
                                                                   (IN MILLIONS)                 
New debt:                                                                                        
Notes offering....................................    L331.3      L 9.4     L 321.9    $   534.4 
                                                   ---------  ---------  -----------  -----------
                                                   ---------  ---------  -----------  -----------

(c) Represents the net proceeds from the outstanding notes that were used to    
refinance a portion of the subordinated bridge facility. See "The Tender
  Offer and Related Financings--The Outstanding Notes and the Refinancings."

                                                        [Enlarge/Download Table]

                                                                               AMOUNT       
                                                                        --------------------
                                                                                            
                                                                           (IN MILLIONS)    
Use of proceeds:                                                                            
Repayment of subordinated bridge facility..............................    L321.9  $   534.4
                                                                        ---------  ---------
                                                                        ---------  ---------

The balance of the total outstanding amount of the subordinated bridge    
facility of L344.0 million ($571.0 million) was repaid by borrowing a   
further L22.1 million ($36.7 million) from Trinity Acquisition.         

(d) Represents the net new debt incurred in connection with the offering of     
outstanding notes. See note (b) above.                                  

(e) Total long-term debt does not give effect to dollar denominated intercompany
    debt owed to Trinity Acquisition pursuant to group intercompany notes, which
  are subordinated in right of payment to the notes, and which are offset by
note receivables in the form of corresponding pound sterling denominated
   Trinity intercompany notes. In addition, total long-term debt does not give
effect to a L92.9 million interest free convertible loan owed to Trinity
    Acquisition, which was converted into equity of Willis Corroon Group Limited
on February 3, 1999.                                                    

(f)  U.K. GAAP differs in certain respects from U.S. GAAP. Summaries of the     
    significant differences as they apply to the historical financial statements
   of Willis Corroon are set forth in Note 31 of the Notes to the Consolidated
 Financial Statements included elsewhere in this prospectus. Following the
 purchase of Willis Corroon Group by Trinity Acquisition, under U.S. GAAP,
the effects of the purchase accounting adjustments made in the financial
 statements of Trinity Acquisition are required to be pushed down into the
 financial statements of Willis Corroon. These pushed down adjustments are
    already included in the historical amounts at December 31, 1998 in the table
below.                                                                  

                                                        [Enlarge/Download Table]

                                                                   PRO FORMA                          
                                                     HISTORICAL   ADJUSTMENTS         PRO FORMA       
                                                     -----------  ------------  --------------------- 
                                                                                                      
                                                                      (IN MILLIONS)                   
Shareholders' equity under U.K. GAAP................     L 89.0        L   --      L 89.0  $    147.7 
U.S. GAAP adjustments:                                                                                
Fixed assets                                                                                          
  Intangible assets-goodwill........................      793.7            --       793.7     1,317.5 
Current assets                                                                                        
  Current asset investments.........................        0.8            --         0.8         1.3 
  Revaluation of forward exchange contracts.........        2.7            --         2.7         4.5 
  Pension costs.....................................      (16.3)           --       (16.3)      (26.9)
  Debt issuance costs...............................         --           9.4         9.4        15.6 
Noncurrent liabilities                                                                                
  Senior subordinated notes.........................         --          (9.4)       (9.4)      (15.6)
Provisions for liabilities and charges                                                                
  Deferred tax on above adjustments.................        5.5            --         5.5         9.1 
                                                     -----------  ------------  ---------  ---------- 
Shareholders' equity under U.S. GAAP................     L875.4        L   --      L875.4  $  1,453.2 
                                                     -----------  ------------  ---------  ---------- 
                                                     -----------  ------------  ---------  ---------- 

(g) The pro forma adjustment to the total assets under U.S. GAAP is the debt    
issuance costs (L9.4 million--see note (b)).                            

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WILLIS CORROON GROUP LIMITED
UNAUDITED CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1998

                                                        [Enlarge/Download Table]

                                                             PRO FORMA     ACQUISITION                            
                                              HISTORICAL    ADJUSTMENTS    ADJUSTMENTS         PRO FORMA          
                                              -----------  -------------  -------------  ----------------------   
                                                                                                                  
                                                                        (IN MILLIONS)                             
AMOUNTS IN ACCORDANCE WITH U.K. GAAP:                                                                             
CONTINUING OPERATIONS                                                                                             
Commissions and fees.........................     L677.7        L   --          L17.3(d)    L695.0     $1,153.7(a)
Interest and investment income...............       40.3            --             --         40.3         66.9   
                                              -----------  -------------       ------    ---------  -----------   
TOTAL OPERATING REVENUES.....................      718.0            --           17.3        735.3      1,220.6   
Operating expenses...........................     (635.2)           --          (14.1)(d)    (649.3)     (1077.8) 
                                              -----------  -------------       ------    ---------  -----------   
OPERATING INCOME                                                                                                  
Continuing operations before exceptional                                                                          
  items......................................       82.8            --            3.2         86.0        142.8   
Exceptional items............................      (40.8)           --             --        (40.8)       (67.8)  
                                              -----------  -------------       ------    ---------  -----------   
Continuing operations........................       42.0            --            3.2         45.2         75.0   
Discontinued operations......................         --            --             --           --           --   
Gain on disposal of operations...............      (29.3)           --             --        (29.3)       (48.6)  
Share of profit of associates................        6.3            --            0.4(e)       6.7         11.1   
Interest expense.............................       (3.2)        (50.2)(b)          --       (53.4)       (88.6)  
                                              -----------  -------------       ------    ---------  -----------   
INCOME/(LOSS) BEFORE TAXATION................       15.8         (50.2)           3.6        (30.8)       (51.1)  
Taxation.....................................      (54.4)         15.6(c)        (1.1)(c)     (39.9)       (66.3) 
                                              -----------  -------------       ------    ---------  -----------   
INCOME/(LOSS) AFTER TAXATION.................      (38.6)        (34.6)           2.5        (70.7)      (117.4)  
Minority interests...........................       (2.7)           --           (1.5)        (4.2)        (6.9)  
                                              -----------  -------------       ------    ---------  -----------   
NET INCOME/(LOSS)............................     L(41.3)       L(34.6)         L 1.0       L(74.9)     $(124.3)  
                                              -----------  -------------       ------    ---------  -----------   
                                              -----------  -------------       ------    ---------  -----------   
AMOUNTS IN ACCORDANCE WITH U.S. GAAP (f):                                                                         
  Net income/(loss)..........................     L(54.9)       L(37.8)         L 0.8       L(91.9)     $(152.5)  
                                              -----------  -------------       ------    ---------  -----------   
                                              -----------  -------------       ------    ---------  -----------   

See Notes to the Unaudited Condensed Pro Forma Consolidated Statements of Income

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NOTES TO UNAUDITED CONDENSED PRO FORMA
CONSOLIDATED STATEMENTS OF INCOME 

(a) U.S. dollar amounts have been translated at the noon buying rate on December
31, 1998 of $1.66 = L1.00 solely for your convenience.                  

(b) The pro forma adjustment for interest expense reflects (1) the elimination  
  of the historical interest expense and (2) the interest expense that would
have been incurred on the notes, the term loans and borrowings under the
revolving credit facility as follows:                                   

                                                        [Enlarge/Download Table]

                                                                                          YEAR ENDED      
                                                                                      DECEMBER 31, 1998   
                                                                                     -------------------- 
                                                                                                          
                                                                                        (IN MILLIONS)     
Elimination of historical interest expense.......................................... L     3.2  $     5.3 
Interest expense on $1,000 million of new debt using the actual blended interest                          
  rate at December 31, 1998 of 8.6% (including the actual 9% per annum rate on the                        
  notes and commitment fees)........................................................     (51.5)     (85.5)
Amortization of deferred financing costs on new debt................................      (1.9)      (3.2)
                                                                                     ---------  --------- 
Total interest adjustment...........................................................    L(50.2) $   (83.4)
                                                                                     ---------  --------- 
                                                                                     ---------  --------- 

    The effect of a 1/8% change in the average blended interest rate would be to
change interest expense by L0.8 million ($1.3 million).                 

 A commitment fee of 0.5% of the undrawn amount under the revolving credit
    agreement is payable quarterly in arrears. If the revolving credit agreement
remains undrawn, the amount of the commitment fee is L0.5 million ($0.8 
million).                                                               

(c) Taxation expense is adjusted to reflect the tax provision effect of the pro 
   forma interest adjustments at the U.K. statutory rate of corporation tax of
31%.                                                                    

(d) This adjustment adds the results of (1) the 50% interest in Gruppo Ital     
  Brokers, which was acquired in July 1998, and (2) the increased investment
in our Spanish associate from 48% to 60% and the reorganization of the  
existing Spanish and Portuguese operations in July 1998 as if the       
acquisitions and reorganization had occurred on January 1, 1998.        

(e) This adjustment adds the result of the 30% interest in Assurandrgruppen,    
   which was acquired in September 1998, as if the acquisition had occurred on
January 1, 1998.                                                        

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NOTES TO UNAUDITED CONDENSED PRO FORMA
CONSOLIDATED STATEMENTS OF INCOME (CONTINUED) 

(f)  U.K. GAAP differs in certain respects from U.S. GAAP. Summaries of the     
    significant differences as they apply to the historical financial statements
   of Willis Corroon are set forth in Note 31 of the Notes to the Consolidated
 Financial Statements included elsewhere herein. Following the purchase of
    Willis Corroon Group by Trinity Acquisition, under U.S. GAAP, the effects of
the purchase accounting adjustments made in the financial statements of 
Trinity Acquisition are required to be pushed down into the financial   
statements of Willis Corroon.                                           

                                                        [Enlarge/Download Table]

                                                              PRO FORMA      ACQUISITION                         
                                               HISTORICAL    ADJUSTMENTS     ADJUSTMENTS         PRO FORMA       
                                               -----------  -------------  ---------------  -------------------- 
                                                                                                                 
                                                                         (IN MILLIONS)                           
Net income/(loss) under U.K. GAAP.............     L(41.3)      L (34.6)          L 1.0        L(74.9) $  (124.3)
U.S. GAAP adjustments:                                                                                           
  Goodwill amortization.......................      (18.5)         18.5(i)         (0.2)        (20.8)     (34.5)
                                                                  (20.6)(ii)                                     
  Goodwill amortization adjustment on                                                                            
    disposal..................................        9.6            --              --           9.6       15.9 
  Revaluation of forward exchange contracts...       (3.5)           --              --          (3.5)      (5.8)
  Pension costs...............................       (3.3)         (1.7)( ii)           --       (5.0)      (8.3)
  Deferred tax on above adjustments...........        2.1           0.6              --           2.7        4.5 
                                               -----------       ------           -----     ---------  --------- 
Net income/(loss) under U.S. GAAP.............     L(54.9)       L(37.8)           L0.8        L(91.9) $  (152.5)
                                               -----------       ------           -----     ---------  --------- 
                                               -----------       ------           -----     ---------  --------- 

----------------------------                                            

(i)  Reversal of historical amortization of goodwill and expirations. 

(ii) Full year amortization of pushed down goodwill over 40 years.    

(iii) Revised full year pension cost pushed down.                     

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SELECTED HISTORICAL 
CONSOLIDATED FINANCIAL DATA 

        The selected consolidated financial data presented below for and as of
the end of the five years in the period ended December 31, 1998 have been       
derived from, and should be read in conjunction with, the audited consolidated  
financial statements of Willis Corroon and the notes thereto that are included  
elsewhere in this prospectus. Willis Corroon prepares its consolidated financial
statements in accordance with U.K. GAAP, which differs in certain respects from 
U.S. GAAP. Reconciliations of net income and shareholders' equity reflecting the
significant differences between U.K. GAAP and U.S. GAAP are set forth in those  
financial statements. Under U.K. GAAP, the acquisition of Willis Corroon by     
Trinity Acquisition has no impact on the historical amounts reported            
subsequently by Willis Corroon and, accordingly, combined amounts for the years 
ended December 31, 1998 are presented. Under U.S. GAAP, the purchase of Willis  
Corroon by Trinity Acquisition established a new basis of accounting for the    
purchased assets and liabilities from September 2, 1998. Accordingly, under U.S.
GAAP, it is not appropriate to present combined amounts for the year ended      
December 31, 1998. See Appendix A of this prospectus for Willis Corroon's       
results for the three month period ended March 31, 1999.                        

                                                        [Enlarge/Download Table]

                                                                                                                         YEAR    
                                                                                                                         ENDED   
                                                                                      JANUARY 1 TO    SEPTEMBER 2 TO   DECEMBER  
                                                  YEAR ENDED DECEMBER 31,             SEPTEMBER 1,     DECEMBER 31,       31,    
                                         ------------------------------------------  ---------------  ---------------  --------- 
                                           1994       1995       1996       1997          1998             1998          1998    
                                         ---------  ---------  ---------  ---------  ---------------  ---------------  --------- 
                                                                                                                                 
                                                                              (IN MILLIONS)                                      
AMOUNTS IN ACCORDANCE WITH U.K. GAAP:                                                                                            
STATEMENT OF INCOME DATA:                                                                                                        
Continuing operations                                                                                                            
  Operating revenues....................   L 709.7    L 706.4    L 725.0    L 692.0        L468.8          L 249.2       L 718.0 
  Operating income before exceptional                                                                                            
    items(b)............................      57.9       79.4       87.8       92.1          56.8             26.0          82.8 
  Share of profit of associates.........       5.9        6.8        3.5        1.9           7.7             (1.4)          6.3 
  Interest expense......................      (6.4)      (7.2)      (2.2)      (0.7)         (2.0)            (1.2)         (3.2)
  Income / (loss) before tax............       8.3       62.4       91.6       95.5          (1.3)            17.1          15.8 
Total operations                                                                                                                 
  Net income / (loss)...................       0.1       29.0       54.2       56.9         (15.6)           (25.7)        (41.3)
BALANCE SHEET DATA (AT PERIOD END):                                                                                              
Total assets............................   2,253.3    3,703.7    3,377.2    3,304.3                        4,589.0       4,589.0 
Total long-term debt....................     115.1       61.9       17.9       34.0                          276.4         276.4 
Total shareholders' equity..............     150.2      120.6      151.9      124.6                           89.0          89.0 
OTHER FINANCIAL DATA:                                                                                                            
Depreciation and amortization...........      28.8       24.4       24.5       22.7          15.5              8.9          24.4 
Capital expenditures....................      35.3       21.6       28.9       26.5          20.1              9.8          29.9 
Ratio of earnings to fixed charges(c)...       1.4x       4.3x       7.6x      10.5x           --             10.9x          2.9x
AMOUNTS IN ACCORDANCE WITH U.S. GAAP:                                                                                            
STATEMENT OF INCOME DATA:                                                                                                        
Continuing operations                                                                                                            
  Operating revenues....................   L 709.7    L 706.4    L 725.0    L 692.0        L468.8          L 249.2               
  Operating income......................      42.1        1.9       68.7       61.2           7.6              9.1               
  Interest expense......................      (6.4)      (7.2)      (2.2)      (0.7)         (2.0)            (1.2)              
  Income / (loss) before tax............      43.1        1.5       74.7       66.5          (5.1)             5.2               
  Share of profit of associates, net of                                                                                          
    tax.................................       5.4        6.0        2.9        1.6           7.6             (3.0)              
Total operations                                                                                                                 
  Net income / (loss)...................      16.2      (18.0)      37.7       36.2         (19.0)           (35.9)              
BALANCE SHEET DATA (AT PERIOD END):                                                                                              
Total assets............................   2,915.2    4,376.0    3,953.5    3,763.4                        5,369.9      L5,369.9 
Total long-term debt....................     115.1       61.9       17.9       34.0                          276.4         276.4 
Total shareholders' equity..............     629.1      587.3      560.2      583.6                          875.4         875.4 
OTHER FINANCIAL DATA:                                                                                                            
Depreciation and amortization...........      47.6       42.9       42.4       40.4          27.5             15.4               
Capital expenditures....................      35.3       21.6       28.9       26.5          20.1              9.8               
Ratio of earnings to fixed charges(c)...       3.4x       1.0x       6.4x       7.6x           --              4.8x              


                                           1998                                                                                  
                                         ---------                                                                               
                                                                                                                                 
AMOUNTS IN ACCORDANCE WITH U.K. GAAP:                                                                                            
STATEMENT OF INCOME DATA:                                                                                                        
Continuing operations                                                                                                            
  Operating revenues.................... $ 1,191.9(a)                                                                            
  Operating income before exceptional                                                                                            
    items(b)............................     137.4                                                                               
  Share of profit of associates.........      10.5                                                                               
  Interest expense......................      (5.3)                                                                              
  Income / (loss) before tax............      26.2                                                                               
Total operations                                                                                                                 
  Net income / (loss)...................     (68.6)                                                                              
BALANCE SHEET DATA (AT PERIOD END):                                                                                              
Total assets............................   7,617.7                                                                               
Total long-term debt....................     458.8                                                                               
Total shareholders' equity..............     147.7                                                                               
OTHER FINANCIAL DATA:                                                                                                            
Depreciation and amortization...........      40.5                                                                               
Capital expenditures....................      49.6                                                                               
Ratio of earnings to fixed charges(c)...       2.9x                                                                              
AMOUNTS IN ACCORDANCE WITH U.S. GAAP:                                                                                            
STATEMENT OF INCOME DATA:                                                                                                        
Continuing operations                                                                                                            
  Operating revenues....................                                                                                         
  Operating income......................                                                                                         
  Interest expense......................                                                                                         
  Income / (loss) before tax............                                                                                         
  Share of profit of associates, net of                                                                                          
    tax.................................                                                                                         
Total operations                                                                                                                 
  Net income / (loss)...................                                                                                         
BALANCE SHEET DATA (AT PERIOD END):                                                                                              
Total assets............................ $ 8,914.0                                                                               
Total long-term debt....................     458.8                                                                               
Total shareholders' equity..............   1,453.2                                                                               
OTHER FINANCIAL DATA:                                                                                                            
Depreciation and amortization...........                                                                                         
Capital expenditures....................                                                                                         
Ratio of earnings to fixed charges(c)...                                                                                         

----------------------------------                                              

(a) U.S. dollar amounts have been translated at the noon buying rate on December
31, 1998 of $1.66 = L1.00 solely for your convenience.                  

(b) Exceptional items charged against continuing operations' operating income   
 for the year ended December 31, 1995 consisted of losses of L16.6 million
 relating to properties that were surplus to operational requirements. For
    the period January 1 to September 1, 1998, exceptional items charged against
    operating income totalled L35.8 million and consisted of provisions of L25.0
    million for claims and costs associated with the review of personal pensions
plans sold between 1988 and 1994 and costs of L10.8 million incurred in 
 connection with the acquisition of Willis Corroon by Trinity Acquisition.
  For the period September 2  to December 31, 1998 exceptional items charged
against operating income totalled L5.0 million and consisted of debt    
    issuance costs incurred in connection with the acquisition of Willis Corroon
by Trinity Acquisition. See Note 4 of the Notes to the Consolidated     
Financial Statements.                                                   

(c) The ratio of earnings to fixed charges is computed by dividing earnings from
continuing operations by fixed charges. For these purposes, "earnings"  
consists of income before taxation less the retained equity in share of 
profits of associates and fixed charges. "Fixed charges" consists of    
interest expense (including amortization of debt issuance costs) and the
   interest element of operating lease rentals. Due to the exceptional charges
    referred to in (b) above, the earnings under U.K. GAAP and U.S. GAAP for the
period January 1 to September 1, 1998 were inadequate to cover fixed    
 charges. The amount of the deficiencies were L7.1 million under U.K. GAAP
and L10.9 million under U.S. GAAP.                                      

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

THE FOLLOWING DISCUSSION GENERALLY RELATES TO THE HISTORICAL  
CONSOLIDATED RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF WILLIS CORROON AND
SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS OF     
WILLIS CORROON INCLUDED ELSEWHERE HEREIN. FOR INFORMATION REGARDING THE PRO     
FORMA FINANCIAL CONDITION OF WILLIS CORROON, SEE "UNAUDITED CONDENSED PRO FORMA 
CONSOLIDATED FINANCIAL INFORMATION" AND "--LIQUIDITY AND CAPITAL RESOURCES." THE
FOLLOWING DISCUSSION AND ANALYSIS IS BASED ON THE CONSOLIDATED FINANCIAL        
STATEMENTS OF WILLIS CORROON, WHICH ARE PREPARED IN ACCORDANCE WITH U.K. GAAP.  
THE PRINCIPAL DIFFERENCES BETWEEN U.K. GAAP AND U.S. GAAP AS THEY RELATE TO     
WILLIS CORROON ARE DISCUSSED IN NOTE 31 OF THE NOTES TO THE CONSOLIDATED        
FINANCIAL STATEMENTS OF WILLIS CORROON INCLUDED ELSEWHERE HEREIN.               

OVERVIEW                                                                        

Willis Corroon generates revenue from:                        

- commissions and fees on insurance placements;                   

- fees from consulting and other services; and                    

      - interest earned on premiums held prior to remission to the insurer and
on claims held prior to payment to the insured.               

Although commissions and interest have traditionally been the greatest sources  
of revenues, fee income, from both insurance placements and consulting and other
services, has been increasing as a percentage of total revenues in recent years,
while commission income has been declining largely because of (1) increased     
demand by clients for fee-generating risk management consulting services and (2)
pressure on insurance premium rates (and therefore brokerage commissions) due to
competitive factors impacting the insurance industry. Willis Corroon expects    
this trend toward increasing fee income to continue. See "Business--Industry    
Overview."                                                                      

    Willis Corroon is a holding company, with two groups of subsidiary
companies, one based in North America and one based in the U.K. From an         
operating standpoint, Willis Corroon conducts its activities through five       
business units:                                                                 

- North American Operations;                                  

- U.K. Retail;                                                

- Global Specialties;                                         

- Global Reinsurance; and                                     

- International.                                              

See "Business."                                                                 

         During fiscal 1998, 41% of Willis Corroon's total revenues were derived
from North American Operations, 22% were from Global Specialties, 18% were from 
U.K. Retail, 10% were from Global Reinsurance and 9% were from International    
operations. In terms of 1998 EBITDA (defined as operating income from continuing
operations before exceptional items and depreciation and amortization, plus     
share of profit of associates), Global Specialties and U.K. Retail produced a   
higher percentage of EBITDA than revenues and North American Operations produced
a lower percentage.                                                             

        In December 1995, John Reeve became Executive Chairman and the changes
started in 1994, including cost controls and disposals of non-core businesses,  
were refocused and expanded with                                                

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the development of the change program. The initiatives under the change program 
were launched in 1996 and are designed to enhance revenues, improve efficiency  
and change Willis Corroon from a traditional commission-based insurance broker  
to a more comprehensive professional advisory services firm. As part of the     
change program, Willis Corroon has established certain key initiatives to:      

- enhance operating efficiencies;                                 

- intensify its efforts to develop existing and new accounts; and 

     - increase cross-selling of both existing and new products and services
        to its existing clients, thereby creating direct economic benefits for
clients, carriers and Willis Corroon.                         

Willis Corroon also intends to streamline administrative processes with a       
selected number of insurance carriers and also work closely with certain        
insurance carriers to generate new product and service ideas. In addition,      
Willis Corroon has developed initiatives focused on maximizing the talent and   
expertise of its brokers and consultants in order to more efficiently manage    
these resources. Accordingly, Willis Corroon has developed improved techniques  
for recruitment and assessment; implemented a new and more frequent appraisal   
process, including peer review; created new training and development programs;  
implemented a new incentive structure for producers in the U.S.; invested in    
technology to enhance communication and knowledge sharing among employees; and  
formed practice groups to share knowledge on specific industry or product areas.

      Willis Corroon expects that the change program will be substantially
completed by 2001. During 1998, Willis Corroon incurred approximately L12.0     
million in severance and external consulting costs in connection with the change
program and Willis Corroon expects that costs incurred in 1999 in connection    
with the change program will be approximately the same amount. Willis Corroon   
expects to continue to incur severance and external consulting costs through to 
the end of the change program and expects to receive significant benefits, only 
a portion of which have been realized to date, over the following three to five 
years. Willis Corroon expects to fund these change program costs out of cash    
flow from operations. For a discussion of the change program, its objectives and
its results, see "Business-- Recent Management Initiatives."                    

   Since 1995, Willis Corroon has incurred a number of non-recurring
expenses in its continuing operations, a portion of which relate to the change  
program. These expenses include the following:                                  

   - PENSION REVIEW PROVISIONS--the provisions made for claims and costs
        associated with the review of personal pension plans sold between 1988
    and 1994. Willis Corroon recorded provisions of L1.0 million, L0.2
      million and L2.3 million for such claims and costs in 1995, 1996 and
    1997, respectively and in 1998 recorded, as an exceptional item, a
       further L25.0 million provision for such claims. See "Business--Legal
Proceedings."                                                 

    - LLOYD'S RECONSTRUCTION AND RENEWAL PLAN EXPENSES--the cost of Willis
   Corroon's brokers' contribution to the Lloyd's Reconstruction and
      Renewal Plan. See "Results of Operations-- Fiscal 1997 compared with
         Fiscal 1996" for a discussion of the Lloyd's Reconstruction and Renewal
   Plan. Willis Corroon incurred L2.6 million, L2.2 million and L2.0
      million of such expenses in 1996, 1997 and 1998, respectively. There
      were no such expenses in 1995. Willis Corroon expects to continue to
incur such expenses in 1999 and 2000.                         

 - SEVERANCE PROVISIONS--the provisions recorded for severance costs
       incurred as part of the change program. Willis Corroon incurred L11.3
million, L3.4 million and L9.6 million of such                

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     severance costs in 1996, 1997 and 1998, respectively. There were no
  provisions for severance costs connected with the change program
recorded in 1995.                                             

    - OTHER EXPENSES--consulting expenses primarily incurred in connection
      with the change program and costs incurred in connection with Willis
      Corroon's investment in World Insurance Network, a project set up by
     the then six largest brokers in the world to establish a secure and
reliable medium for electronic commerce between insurance and 
       reinsurance carriers, brokers and clients. Additionally, the 1997 and
   1998 expenses included costs related to the acquisition of broker
  teams. Willis Corroon incurred L0.7 million, L6.9 million, L10.0
    million and L10.5 million of such expenses in 1995, 1996, 1997 and
        1998, respectively. Expenses for 1998 also included, as an exceptional
   item, L15.8 million in expenses arising out of the acquisition of
Willis Corroon by Trinity Acquisition.                        

 - 1998 PROJECTS--costs incurred in connection with (1) the European
 Economic and Monetary Union project to convert Willis Corroon's
operating systems and procedures to be able to handle business
        denominated, accounted or settled in the euro, which was introduced as
    a trading currency on January 1, 1999; (2) the Peoplesoft project,
       which aims to provide replacement year 2000 and European Economic and
     Monetary Union compliant computer systems for the finance and human
     resources functions; (3) the Strategic Insurer Relations project in
         connection with Willis Corroon's efforts to enhance strategic relations
        with certain insurers; and (4) the Knowledge Management project, which
     provides an Intranet site containing information such as market and
      competitor news. Willis Corroon incurred L2.8 million of expenses in
         connection with such 1998 Projects in the year ended December 31, 1998.

        These non-recurring expenses affected Willis Corroon's actual reported
results, offsetting the benefits in both margin and EBITDA improvement. While   
Willis Corroon will continue to incur additional severance and other costs      
relating to the change program in the future, these expenses are expected to    
decline as the remainder of the change program is implemented.                  

     In addition to these non-recurring expenses, in recent years Willis
Corroon has completed a number of dispositions and acquisitions as part of its  
efforts to focus its operations out of non-core or non-profitable businesses and
to expand its global capabilities. The following identifies the operations sold 
or closed from 1995 through 1998:                                               

  - HEDDINGTON BROKERS LIMITED--an associate based in Bermuda in which
Willis Corroon had a 50% interest, that was sold in 1995;     

   - IRPC/PPC--two consulting companies, previously part of U.K. Retail,
that were sold in 1996;                                       

     - WF CORROON--a benefits consulting operation, previously part of North
American Retail and U.K. Retail, that was sold in 1996;       

     - CONSUMER BENEFIT LIFE INSURANCE COMPANY/MANAGEMENT SCIENCE ASSOCIATES
         --two North American retail business operations that were sold in 1996;

      - WILLIS FABER & DUMAS (AGENCIES) LIMITED--a Lloyd's members' agent that
was sold in October 1997; and                                 

      - PROFESSIONAL LIABILITY UNDERWRITING MANAGEMENT--part of North American
Operations that was closed in the second quarter of 1998.     

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    In addition, in 1995 Willis Corroon sold its remaining interest in
Gryphon Holdings, Inc., a discontinued operation which had been accounted for as
an associate.                                                                   

    During the same period, Willis Corroon has continued to expand its
global presence through the following acquisitions and strategic investments:   

    - GRAS SAVOYE--Willis Corroon acquired a 33% interest in Gras Savoye &
Cie, France's leading insurance broker, in December 1997;     

      - JASPERS WUPPESAHL--Willis Corroon's then existing German associate, C.
 Wuppesahl & Co. Assekuranzmakler, merged with Jaspers Industrie
       Assekuranz GmbH & Co., KG in January 1998 to create the third largest
      insurance broker in Germany, in which Willis Corroon now has a 44.6%
interest;                                                     

   - YORK WILLIS CORROON--Willis Corroon increased its investment in its
Brazilian associate from 30% to 100% in April 1997;           

      - WILLIS CORROON SCHEUER--Willis Corroon increased its investment in its
Netherlands associate from 40% to 100% in January 1997;       

   - WILLIS CORROON RICHARD OLIVER PTY LTD--Willis Corroon increased its
       investment in its Australian associate from 49.75% to 100% in January
1997;                                                         

      - WILLIS NATIONAL--in August 1997 Willis Corroon combined the operations
  of Willis Corroon Financial Planning Limited, its U.K. financial
        advisory business, with the independent financial advisory business of
        Abbey National plc to form a joint venture 51% owned by Willis Corroon
within U.K. Retail;                                           

 - GRUPPO ITAL BROKERS--Willis Corroon acquired a 50% interest in an
Italian subsidiary in July 1998; and                          

    - ASSURANDRGRUPPEN--Willis Corroon acquired a 30% interest in a Danish
associate in September 1998.                                  

  - S&C WILLIS CORROON--Willis Corroon increased its investment in its
        Spanish associate from 48% to 60% and reorganized its existing Spanish
and Portuguese operations in July 1998.                       

       In addition, Willis Corroon is in the process of combining all of its
existing Spanish and Portuguese operations. Willis Corroon has also announced   
arrangements which are expected to result in Willis Corroon having a 45%        
interest in a Venezuelan retail broker and an estimated 75% interest in a       
Venezuelan reinsurance broker.                                                  

      These acquisitions and dispositions also affect the actual trends in
operating revenues and EBITDA on a continuing operations basis. Because the     
impact of the dispositions has exceeded the impact of the acquisitions since    
1995, the growth rates in the businesses currently operated by Willis Corroon   
are not apparent from Willis Corroon's financial statements. Reported operating 
revenues from continuing operations have grown from L706.4 million in 1995 to   
L718.0 million in 1998, an annual growth rate of 0.5%. However, if the operating
revenues from businesses sold or closed from 1995 through 1998 are excluded,    
adjusted operating revenues increased from L640.9 million to L717.9 million, an 
annual growth rate of 3.9%. Operating income before exceptional items has grown 
from L79.4 million in 1995 to L82.8 million in 1998, an annual growth rate of   
1.4%. See footnote (b) of Notes to Summary Historical and Unaudited Pro Forma   
Consolidated Financial Information of Willis Corroon for a description of       
exceptional items. Cash flows from operations, investing and financing in       

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1995 were an inflow of L88.7 million, outflow L37.3 million and outflow of L82.5
million, respectively, and in 1998 were an outflow of L7.3 million, an outflow  
of L9.1 million and an inflow of L47.3 million, respectively. Net income in 1995
was L29.0 million and in 1998 was a loss of L41.3 million. Reported EBITDA has  
grown from L110.6 million in 1995 to L113.5 million in 1998, an annual growth   
rate of 0.8%. Excluding the effect of the nonrecurring items referred to above  
and businesses sold or closed from 1995 through 1998, adjusted EBITDA has grown 
from L106.2 million to L139.0 million, an annual growth rate of 9.3%. See       
footnote (f) of Notes to the Summary Historical and Unaudited Pro Forma         
Consolidated Financial Information of Willis Corroon for a description of how   
Adjusted EBITDA is calculated and its relevance for investors.                  

       For a further discussion of historical results from 1995 through 1998
assuming constant currency rates in all periods presented, see "Supplemental    
Constant Currency Financial Data." As discussed above, since 1995, Willis       
Corroon has incurred a number of non-recurring expenses in its continuing       
operations, a portion of which relate to the change program and in recent years 
has completed a number of dispositions and acquisitions as part of its efforts  
to focus its operations away from non-core or non-profitable businesses and     
expand its global capabilities. Adjusting for these items, Operating            
Revenues--Constant Currency would have grown from L605.6 million in 1995 to     
L720.0 million in 1998, a 5.9% annual growth rate since 1995. Operating         
Income--Constant Currency would have grown from L61.9 million in 1995 to L108.9 
million in 1998, a 20.7% annual growth rate.                                    

  In connection with many of its investments in associates, Willis
Corroon retains rights to increase its ownership percentage of such associates  
over time and, in certain cases, the existing owners also have a right to put   
their shares to Willis Corroon. See "--Liquidity and Capital Resources." Willis 
Corroon typically obtains representation on the boards of directors which allows
it to exercise influence over the associates' businesses. Willis Corroon's      
Consolidated Statement of Income includes an item captioned "Share of Profit of 
Associates." This item reflects Willis Corroon's share of the pre-tax profits of
its associates, entities in which it owns more than 20% but no more than 50%.   
This amount on the income statement, however, does not reflect the cash flow    
from the associates. Willis Corroon typically receives a cash dividend,         
generally based on a percentage of net income, if positive. Willis Corroon's    
Consolidated Statement of Cash Flows includes the line entitled "Dividends from 
Associates".                                                                    

        Like many insurance brokers, Willis Corroon earns revenue in an uneven
fashion during the year, primarily due to the timing of insurance policy        
renewals. Although the majority of revenue and profit has historically been     
earned in the first quarter and substantially all of such revenue and profit has
historically been earned in the first half of the year, in recent years Willis  
Corroon's revenues and profits have been spread more equally throughout the     
year. For example, in 1994, Willis Corroon earned 72% of its annual operating   
income in the first quarter and 95% in the first half, as compared to 45% in the
first quarter and 62% in the first half of 1998. The trend of declining premiums
has contributed to the shifting of revenue into later in the year ("re-phasing")
as clients delay purchasing long-term policies in order to benefit from         
declining rates. In addition, contingent commissions, which are generally based 
on volume placements or on the profitability of a risk class, have increased in 
recent years and are typically paid at the end of the year, further adding to   
revenue and profit in the fourth quarter. Expenses are incurred on a relatively 
even basis throughout the year. As a result of these re-phasing differences,    
period to period comparisons that are based on less than full year periods may  
not be valid.                                                                   

 In recent years, operating revenues have not been significantly
influenced by inflation. However, with Willis Corroon's staff and related costs 
generally accounting for approximately 65% of Willis Corroon's total operating  
expenses, Willis Corroon is affected by general inflationary pressures in each  
of the countries in which it operates.                                          

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        As an intermediary, Willis Corroon holds funds in a fiduciary capacity
for the account of third parties, typically as the result of premiums received  
from clients that are in transit to insurance carriers and claims due to clients
that are in transit from insurance carriers. Premiums which are held on account 
of or due from policyholders are reported as assets of Willis Corroon with a    
corresponding liability due to the insurance carriers. Claims held by or due to 
Willis Corroon which are due to clients are also shown as both assets and       
liabilities of Willis Corroon. All such balances due or payable are included in 
"receivables" and "trade payables" on the balance sheet. Willis Corroon earns   
interest on such funds during the time between the receipt of the cash and the  
time the cash is paid out. Fiduciary cash must be kept in certain regulated bank
accounts subject to guidelines, which generally emphasize capital preservation  
and liquidity, and is not generally available to service Willis Corroon's debt  
or for other corporate purposes. Therefore, despite short-term deposits and cash
of L317.1 million and investments of L281.6 million at December 31, 1998, Willis
Corroon had minimal excess cash which it could access at such date. See         
"--Liquidity and Capital Resources."                                            

       Although Willis Corroon discontinued its U.K. underwriting operations
in 1991, it is still required to handle the administration of claims arising    
from insurance business previously written by Willis Faber (Underwriting        
Management) on behalf of Sovereign and third party insurance carriers. Sovereign
was placed into provisional liquidation on July 11, 1997. See "Risk             
Factors--Sovereign/ WFUM" and "Business--Legal Proceedings."                    

       The strength of sterling in recent years has had a material impact on
Willis Corroon's reported results, both by reducing revenues and reducing       
margins due to Willis Corroon's large sterling expense base. The discussion set 
forth below under "--Results of Operations" discusses both actual results of    
Willis Corroon's operating units and results on a "constant currency" basis,    
assuming, for the TWO applicable periods being compared, that the currency      
exchange rates used in the later period for (1) recording the non-sterling      
transactions of U.K. based subsidiaries at achieved rates of exchange and (2)   
translating the results of non-U.K. based subsidiaries at average rates of      
exchange, were also in effect in the earlier period. Willis Corroon believes    
that when comparing results of two periods, it is relevant to consider changes  
on the basis of constant currency exchange rates. See "Supplemental Constant    
Currency Financial Data" for an analysis of historical results from 1995 through
1998 assuming constant currency rates in ALL periods presented. Willis Corroon  
Group is considering changing its reporting currency from pounds sterling to    
U.S. dollars. No decision has been made as to this matter.                      

RECENT DEVELOPMENTS                                                             

     On August 13, 1999, we issued our results for the second quarter of
1999 and the six months ended June 30, 1999 as measured against the             
corresponding periods in the prior year. For the complete text of the report    
containing our results for the second quarter and the six months ended June 30, 
1999, see Appendix A to this prospectus.                                        

RESULTS OF OPERATIONS                                                           

FISCAL 1998 COMPARED WITH FISCAL 1997                                           

 The consolidated statement of income of Willis Corroon included
elsewhere in this prospectus has been presented separately for the period from  
January 1, 1998 to September 1, 1998, the effective date of the acquisition by  
Trinity Acquisition of Willis Corroon, and for the period from September 2, 1998
to December 31, 1998 in accordance with the requirements of the U.S. Securities 
and Exchange Commission. Management believes that it is more appropriate to     
present financial data on a combined basis because, under U.K. GAAP, the        
acquisition does not change the basis of accounting for Willis Corroon. The     
discussion set forth below of Willis Corroon's performance is based             

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on the combined period ended December 31, 1998 compared with the year ended     
December 31, 1997 which management believes is more meaningful for investors.   

        The following table summarizes the combined results for the year ended
December 31, 1998:                                                              

                                                        [Enlarge/Download Table]

                                                                JANUARY 1 TO      SEPTEMBER 2 TO     YEAR ENDED  
                                                                SEPTEMBER 1,       DECEMBER 31,     DECEMBER 31, 
                                                                    1998               1998             1998     
                                                              -----------------  ----------------  --------------
                                                                                                                 
                                                                                 (IN MILLIONS)                   
Continuing Operations                                                                                            
Commissions and fees.........................................        L441.9             L235.8           L677.7  
Interest and investment income...............................          26.9               13.4             40.3  
                                                                    -------            -------          -------  
                                                                      468.8              249.2            718.0  

Discontinued Operations......................................            --                0.2              0.2  
                                                                    -------            -------          -------  
Total operating revenues.....................................         468.8              249.4            718.2  

Net operating expenses.......................................        (412.0)            (223.4)          (635.4) 
                                                                    -------            -------          -------  
Operating income before exceptional items....................          56.8               26.0             82.8  
Exceptional items............................................         (35.8)              (5.0)           (40.8) 
                                                                    -------            -------          -------  
Operating income.............................................          21.0               21.0             42.0  
Share of profit of associates................................           7.7               (1.4)             6.3  
Loss on closure/disposal of operations.......................         (28.0)              (1.3)           (29.3) 
Interest expense.............................................          (2.0)              (1.2)            (3.2) 
                                                                    -------            -------          -------  
Income/(loss) before taxation................................          (1.3)              17.1             15.8  
Taxation.....................................................         (13.5)             (40.9)           (54.4) 
                                                                    -------            -------          -------  
Income/(loss) after taxation.................................         (14.8)             (23.8)           (38.6) 
Minority interests...........................................          (0.8)              (1.9)            (2.7) 
                                                                    -------            -------          -------  
Net income/(loss)............................................         (15.6)             (25.7)           (41.3) 
                                                                    -------            -------          -------  
                                                                    -------            -------          -------  

SUMMARY                                                                         

  Operating revenues increased by L24.2 million (3.5%) from L694.0
million in fiscal 1997 to L718.2 million in fiscal 1998. In constant currency   
terms, operating revenues increased by 6%. Excluding the adverse effects of     
foreign currency exchange rate movements (L12.8 million), the loss of operating 
revenues from businesses sold (L8.5 million) and the operating revenues gained  
from acquisitions (L23.8 million), operating revenues were 3.2% higher in fiscal
1998 than in fiscal 1997.                                                       

        Income before taxation and exceptional items decreased by L7.4 million
(8%) from L93.3 million in fiscal 1997 to L85.9 million in fiscal 1998. In      
constant currency terms, income before taxation and exceptional items decreased 
by 4%. Excluding the adverse effects of foreign currency exchange rate movements
(L4.1 million), the loss of income from businesses sold (L4.7 million), the     
income gained from acquisitions (L13.8 million) and also excluding the adverse  
effects of higher non-recurring expenses (L8.2 million), income before interest,
taxation and exceptional items decreased by 1%. Three exceptional charges were  
made in fiscal 1998. A further provision amounting to L25.0 million was made as 
an exceptional item for costs expected to be incurred in connection with the    
pension review; L15.8 million was incurred by Willis Corroon in connection with 
the offer by Trinity Acquisition for all of the issued share capital of Willis  
Corroon Group; and a L29.3 million loss on disposal (which included a goodwill  
write-off of L29.6 million) was incurred almost entirely upon the closure of    
Professional Liability Underwriting Management, Willis Corroon's professional   
liability wholesale operation in the U.S. After these exceptional charges,      
income before taxation decreased by L79.7 million (83%) from L95.5 million in   
fiscal 1997 to L15.8 million in fiscal 1998.                                    

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    Net income decreased by L98.2 million (173%) from L56.9 million in
fiscal 1997 to a loss of L41.3 million in fiscal 1998, partly as the result of  
the exceptional charges referred to above. In addition, the tax charge for      
fiscal 1998 included L33.1 million written off in respect of U.K. advance       
corporation tax and deferred tax balances (see "--Taxation.")                   

COMMISSIONS AND FEES--CONTINUING OPERATIONS                                     

         Commissions and fees earned from Willis Corroon's continuing operations
increased by L25.7 million (3.9%) from L652.0 million in fiscal 1997 to L677.7  
million in fiscal 1998. In constant currency terms, commissions and fees        
increased by 5.9%. Excluding the effects of businesses sold (L8.0 million) and  
businesses acquired (L24.3 million), commissions and fees increased by 3.4% in  
constant currency terms predominantly from improved results in North American   
Retail and Global Broking Services.                                             

   NORTH AMERICAN OPERATIONS:  Commissions and fees earned by Willis
Corroon's North American Retail operations increased by L13.8 million (5.5%)    
from L249.7 million in fiscal 1997 to L263.5 million in fiscal 1998. In constant
currency terms, commissions and fees increased by 7.2%, due in part to various  
initiatives implemented as part of the change program, which significantly      
enhanced new business gains and improved performance in obtaining renewed       
business. Commissions and fees earned by the Willis Corroon's U.S. Wholesale    
operations decreased by L2.0 (6.5%) million from L30.6 million in fiscal 1997 to
L28.6 million in fiscal 1998. In constant currency terms, such commissions and  
fees decreased by 5.3%. Of this reduction, L1.2 million was attributable to     
Professional Liability Underwriting Management, Willis Corroon's professional   
liability wholesale operation, which was closed in the second quarter of 1998.  
Excluding the effect of this closure, commissions and fees of Willis Corroon's  
U.S. Wholesale operations decreased by 1.4% in constant currency terms,         
primarily due to a continuing decline in the public entity and schools          
businesses.                                                                     

   U.K. RETAIL:  Commission and fees earned by Willis Corroon's U.K.
Retail operations increased by L5.0 million (4.4%) from L113.8 million in fiscal
1997 to L118.8 million in fiscal 1998. In constant currency terms, commissions  
and fees increased by 4.5%. Of this increase, L7.4 million was attributable to  
the Willis National joint venture, which was formed in August 1997. Excluding   
the effects of the formation of Willis National, commissions and fees decreased 
by 1.9% in constant currency terms due to competition in soft markets and delay 
or cancellation of construction contracts.                                      

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        GLOBAL SPECIALTIES:  Commissions and fees earned by the business units
of Global Specialties increased by L5.7 million (4.2%) from L134.5 million in   
fiscal 1997 to L140.2 million in fiscal 1998. In constant currency terms,       
commissions and fees increased by 4.9%. Premium rate reductions continued to    
affect most business areas. Global Broking Services, however, reported a 15.7%  
increase in constant currency terms in commissions and fees as a result of      
strong new business gains and improved focus on renewals.                       

      GLOBAL REINSURANCE:  Commissions and fees earned by Willis Corroon's
Global Reinsurance business unit decreased by L2.3 million (3.3%) from L68.7    
million in fiscal 1997 to L66.4 million in fiscal 1998. In constant currency    
terms, commissions and fees decreased by 0.7%. Expansion in the U.S. and Europe 
was offset by a disposal of part of the French portfolio to Gras Savoye         
following Willis Corroon Group's investment in Gras Savoye.                     

INTERNATIONAL:  Commission and fees earned by Willis Corroon's
International operations increased by L12.4 million (25.9%) from L47.8 million  
in fiscal 1997 to L60.2 million in fiscal 1998. In constant currency terms,     
commissions and fees increased by 39.4%. Excluding the effect of the acquisition
of Gruppo Ital Brokers, which was acquired in July 1998 and other acquisitions, 
commissions and fees increased by 0.3% in constant currency terms.              

         WILLIS FABER & DUMAS (AGENCIES) LIMITED): Willis Faber & Dumas Agencies
was sold in October 1997 to a company owned by its management. Commissions and  
fees earned during fiscal 1997 totalled L6.7 million.                           

INTEREST AND INVESTMENT INCOME                                                  

     Interest and investment income from continuing operations was L40.0
million in fiscal 1997 and L40.3 million in fiscal 1998. In constant currency   
terms, interest and investment income increased by 4%.                          

OPERATING EXPENSES                                                              

      Operating expenses for Willis Corroon's continuing operations before
exceptional items increased by L35.5 million (5.9%) from L599.9 million in      
fiscal 1997 to L635.4 million in fiscal 1998, due to the increase in expenses   
from businesses acquired (L18.3 million) exceeding the reduction in expenses    
from businesses sold (L3.7 million). Excluding favorable foreign exchange rate  
movements (L8.9 million), the effects of acquisitions and dispositions and      
higher non-recurring costs (L8.2 million, primarily severance costs incurred as 
part of the change program), operating expenses increased by 3.9% in constant   
currency terms.                                                                 

       In common with most other U.K. independent financial advisors, Willis
Corroon Financial Planning has been carrying out a review, in accordance with   
guidelines issued by its regulator, of pension advice previously given. In this 
connection, a further provision of L25.0 million was made as an exceptional item
during fiscal 1998. At December 31, 1998, the remaining balance of such         
provision amounted to L20.8 million.                                            

ASSOCIATES                                                                      

  Willis Corroon's share of income before taxation from associates
increased by L4.4 million (232%) from L1.9 million in fiscal 1997 to L6.3       
million in fiscal 1998. Adjusting for the increase (L5.1 million) due to        
investments in Gras Savoye and Jaspers Wuppesahl, which were acquired in        
December 1997 and January 1998, respectively, and, increased investments in some
of the associates creating subsidiaries Willis Corroon's share of income from   
associates was in line with 1997.                                               

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INTEREST PAYABLE                                                                

        Interest payable increased by L2.5 million from L0.7 million in fiscal
1997 to L3.2 million in fiscal 1998 as a consequence of new debt incurred to    
finance investments made in December 1997 in Gras Savoye and in January 1998 in 
Jaspers Wuppesahl.                                                              

DISPOSALS                                                                       

      During fiscal 1998, the loss on disposals amounted to L29.3 million,
consisting mainly of goodwill written of on the closure of Professional         
Liability Underwriting Management.                                              

DISCONTINUED OPERATIONS--UNDERWRITING                                           

   Willis Corroon's U.K. underwriting operations, which consisted of
Sovereign, an insurance company, and Willis Faber (Underwriting Management), an 
underwriting agent, were discontinued in 1991. Sovereign was placed into        
provisional liquidation in July 1997. Following the provisional liquidation of  
Sovereign, the net assets of Sovereign and its subsidiaries, amounting to L5.9  
million and attributable goodwill of L4.1 million, were written off in fiscal   
1997 against provisions previously established.                                 

TAXATION                                                                        

        The tax charge for fiscal 1998 amounted to L54.4 million after writing
off U.K. advance corporation tax of L9.7 million and deferred tax asset balances
of L23.4 million. The timing of the recoverability of these assets was uncertain
and, accordingly, it was judged appropriate under U.K. GAAP to write off the    
amounts. Excluding these write-offs and the Professional Liability Underwriting 
Management goodwill write-off of L29.6 million and costs of L15.8 million       
incurred in connection with the offer by Trinity Acquisition for Willis Corroon 
Group, for which no tax relief is available and, the further provisions         
amounting to L25.0 million in respect of costs expected to be incurred in       
connection with the pension review, the effective tax rate for fiscal 1998 was  
36.0% compared with an effective tax rate of 39.9% in fiscal 1997.              

DIFFERENCES BETWEEN U.K. GAAP AND U.S. GAAP                                     

         The net loss for 1998 of L41.3 million and net income for 1997 of L56.9
million, both under U.K. GAAP, compare with a net loss of L54.9 million and net 
income of L36.2 million, respectively, under U.S. GAAP.                         

 The differences arise principally from the differing accounting
treatment for goodwill, forward foreign exchange contracts in respect of future 
income, pensions and related deferred taxation. Details of the reconciling      
differences are given in Note 31 of Notes to the Financial Statements.          

FISCAL 1997 COMPARED WITH FISCAL 1996                                           

SUMMARY                                                                         

        Total operating revenues decreased by L36.7 million (5.0%) from L730.7
million in fiscal 1996 to L694.0 million in fiscal 1997. In constant currency   
terms, operating revenues decreased by 1%. The decrease in operating revenues   
was due to the adverse impact of foreign exchange rate movements (L26.9 million)
and the loss of operating revenue from businesses sold (L39.8 million), which   
revenue was not wholly replaced by operating revenue from businesses acquired   
and subsidiaries previously accounted for as associates (L21.4 million).        
Further, commissions earned by Willis Faber & Dumas Agencies, which was sold in 
October 1997, were L10.0 million lower in fiscal 1997 than in fiscal 1996.      
Operating revenues of discontinued operations decreased by L3.7 million from    
L5.7 million in fiscal 1996                                                     

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to L2.0 million in fiscal 1997. Adjusting for each of these factors, operating  
revenues of continuing operations were 3% higher in constant currency terms in  
fiscal 1997 than in fiscal 1996.                                                

  Income before taxation increased by L3.9 million (4%) from L91.6
million in fiscal 1996 to L95.5 million in fiscal 1997. In constant currency    
terms, income before taxation increased by 14%. Excluding the adverse effects of
foreign currency exchange rate movements (L8.0 million), the loss of income from
businesses sold (L5.7 million), income gained from acquisitions (L1.7 million)  
and also excluding the effects of lower non-recurring expenses (L3.1 million),  
income before tax increased by 14% in constant currency terms, primarily due to 
the impact of the change program. Willis Corroon's share of profit of associates
was L1.6 million lower in fiscal 1997 than in fiscal 1996 mainly because two    
associates, Richard Oliver in Australia and Scheuer in the Netherlands, became  
subsidiaries on January 1, 1997 whereas they had been accounted for as          
associates during all of fiscal 1996. Willis Corroon reported a gain from the   
disposal of continuing operations of L2.2 million in fiscal 1997 as the result  
of the sale of Willis Corroon's interest in Willis Faber & Dumas Agencies, which
was sold in October 1997, and Willis Corroon France SA, which was sold in       
December 1997 to Gras Savoye at the time Willis Corroon acquired its 33%        
interest in Gras Savoye. The gain on disposal also gives effect to a write-off  
of goodwill of L2.5 million. Net income increased by L2.7 million (5%) from     
L54.2 million in fiscal 1996 to L56.9 million in fiscal 1997.                   

LLOYD'S RECONSTRUCTION AND RENEWAL PLAN                                         

       During fiscal 1996, an agreement was reached with the individuals who
comprise the various Lloyd's underwriting syndicates for the reconstruction and 
renewal of the Lloyd's insurance market. As part of this plan, Lloyd's members' 
agencies and Lloyd's brokers, among others, agreed to contribute financially to 
the establishment of Equitas Reinsurance Limited which would reinsure the       
outstanding liabilities of such individuals for the 1992 and earlier            
underwriting years of account. In return, most of such individuals agreed to    
cease litigation against Lloyd's.                                               

       Willis Corroon's subsidiary, Willis Faber & Dumas Agencies, a Lloyd's
members agent, agreed to make a one-time contribution to the settlement of L3.4 
million and Willis Corroon's broking operations agreed to contribute an annual  
levy for five years beginning in 1996 based on the volume of business transacted
with Lloyd's. For fiscal 1996, this levy amounted to L2.6 million.              

      Following the settlement, underwriting syndicates were able to close
and declare profits on those underwriting years of account that had been held   
open, in some cases for several years. Profit commission then became payable to 
Willis Faber & Dumas Agencies based on the syndicate profits of the individuals 
managed by them. This profit commission amounted to L14.5 million in fiscal     
1996.                                                                           

      As a result of the settlement, Willis Corroon's operating revenue in
fiscal 1996 benefitted by L14.5 million and Willis Corroon's income before      
taxation for fiscal 1996 benefitted by L8.2 million, after deducting related    
provisions of L0.3 million.                                                     

COMMISSIONS AND FEES--CONTINUING OPERATIONS                                     

       Commissions and fees earned by Willis Corroon's continuing operations
decreased by L31.2 million (4.6%) from L683.2 million earned in fiscal 1996 to  
L652.0 million in fiscal 1997. In constant currency terms, commissions and fees 
decreased by 1.0%. Excluding the effects of businesses sold (L48.5 million) and 
businesses acquired (L18.3 million), commissions and fees increased by 4% in    
constant currency terms.                                                        

   NORTH AMERICAN OPERATIONS:  Commissions and fees earned by Willis
Corroon's North American Retail operations decreased by L28.9 million (10.4%)   
from L278.6 million in fiscal 1996 to L249.7 million in fiscal 1997. In constant
currency terms, commissions and fees decreased by 6%.                           

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Excluding the effect of businesses sold in 1996 (L24.5 million), commissions and
fees increased by 3% in constant currency terms. Competition among brokers for  
the business of middle market companies was intense, exacerbating the           
consequences of progressively reducing premium rates which have been on a       
downward trend for well over a decade. Commissions and fees earned by Willis    
Corroon's U.S. Wholesale operations decreased by L6.5 million (17.5%) from L37.1
million in fiscal 1996 to L30.6 million in fiscal 1997. In constant currency    
terms, U.S. Wholesale commissions and fees decreased by 14%, principally due to 
the competitiveness of the U.S. insurance market place.                         

    U.K. RETAIL:  Commissions and fees earned by Willis Corroon's U.K.
Retail operations decreased by L1.9 million (1.6%) from L115.7 million in fiscal
1996 to L113.8 million in fiscal 1997. In constant currency terms, commissions  
and fees decreased by 2%. Excluding the effects of disposals (L13.4 million) and
the acquisition of a 51% interest in Willis National in August 1997 (L5.4       
million), commissions and fees increased by 6% in constant currency terms,      
mainly arising from strong growth achieved by Willis Corroon's principal U.K.   
direct brokering company, reflecting the benefit of the change program          
initiatives.                                                                    

        GLOBAL SPECIALTIES:  Commissions and fees earned by the business units
of Global Specialties increased by L3.0 million (2.3%) from L131.5 million in   
fiscal 1996 to L134.5 million in fiscal 1997. In constant currency terms,       
commissions and fees increased by 5%. Despite falling insurance premium rates   
across most business areas, increased new business gains, particularly from a   
strengthened space risks team in Aerospace, as well as the Energy and Global    
Broking Services business units, contributed to this growth.                    

      GLOBAL REINSURANCE:  Commissions and fees earned by Willis Corroon's
Global Reinsurance business unit increased by L5.6 million (8.9%) from L63.1    
million in fiscal 1996 to L68.7 million in fiscal 1997. In constant currency    
terms, commissions and fees increased by 7% against a background of reduced     
reinsurance premium rates and increased risk retention by clients, predominantly
from the U.S. portfolio supported by new business in Europe and Australia.      

 INTERNATIONAL:  Commissions and fees earned by Willis Corroon's
International operations increased by L9.2 million (23.8%) from L38.6 million in
fiscal 1996 to L47.8 million in fiscal 1997. In constant currency terms,        
commissions and fees increased by 35%. Of this increase, L12.9 million was      
attributable to Willis Corroon increasing its holdings in both Richard Oliver   
and Scheuer to 100% on January 1, 1997. Excluding this effect, commissions and  
fees increased by 18% in constant currency terms, particularly from business    
growth in Eastern Europe.                                                       

         WILLIS FABER & DUMAS (AGENCIES) LIMITED:  Willis Faber & Dumas Agencies
was sold in October 1997 to a company owned by its management. Commissions and  
fees earned during fiscal 1997 totalled L6.9 million compared with L18.6 million
in fiscal 1996 which included L14.5 million following implementation of the     
Lloyd's Reconstruction and Renewal Plan.                                        

INTEREST AND INVESTMENT INCOME                                                  

        Interest and investment income from continuing operations decreased by
L1.8 million (4.5%) from L41.8 million in fiscal 1996 to L40.0 million in fiscal
1997.                                                                           

OPERATING EXPENSES                                                              

  Operating expenses from continuing operations decreased by L37.3
million (5.9%) from L637.2 million in fiscal 1996 to L599.9 million in fiscal   
1997, largely due to the favorable impact of currency exchange rate movements   
(L18.7 million), the reduction in expenses from businesses sold (L45.7 million) 
being greater than the increase in expenses arising from businesses acquired and
associates becoming subsidiaries (a total of L20.0 million). Severance costs in 
fiscal 1997 were L7.9                                                           

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million lower than in fiscal 1996, the total contribution to the Lloyd's        
Reconstruction and Renewal Plan was L0.4 million lower and other non-recurring  
costs were L3.1 million lower in fiscal 1997 than in fiscal 1996. Adjusting for 
each of these factors, operating expenses were 2% higher in constant currency   
terms.                                                                          

       In common with most other U.K. independent financial advisors, Willis
Corroon Financial Planning has been carrying out a review, in accordance with   
guidelines issued by its regulator, of pension advice previously given and, in  
connection therewith, a charge of L2.3 million was taken during fiscal 1997. See
"Business--Legal Proceedings." In October 1997, Willis Corroon Financial        
Planning merged with Abbey National Independent Financial Advisers Limited to   
form Willis National in which Willis Corroon holds a 51% interest.              

ASSOCIATES                                                                      

  Willis Corroon's share of income before taxation from associates
decreased by L1.6 million (45.7%) from L3.5 million in fiscal 1996 to L1.9      
million in fiscal 1997. Excluding the reduction (L1.5 million) due to Richard   
Oliver and Scheuer, both of which ceased to be accounted for as associates from 
the beginning of January 1, 1997 when they became consolidated subsidiaries,    
Willis Corroon's share of income before taxation from associates decreased by   
L0.1 million.                                                                   

INTEREST PAYABLE                                                                

        Interest payable decreased by L1.5 million from L2.2 million in fiscal
1996 to L0.7 million in fiscal 1997. Willis Corroon operated throughout most of 
fiscal 1997 without any material borrowings until the acquisition of Gras Savoye
on December 30, 1997.                                                           

DISPOSALS                                                                       

    During fiscal 1997, the gain on disposals amounted to L2.2 million
after writing off goodwill of L2.5 million. The principal business disposed of  
was Willis Faber & Dumas Agencies.                                              

DISCONTINUED OPERATIONS--UNDERWRITING                                           

         Willis Corroon's U.K. underwriting operations, consisting of Sovereign,
an insurance company, and Willis Faber (Underwriting Management), an agent, were
discontinued in 1991. On July 11, 1997, Sovereign was placed into provisional   
liquidation. Following the provisional liquidation of Sovereign, the net assets 
of Sovereign and its subsidiaries, amounting to L5.9 million and attributable   
goodwill of L4.1 million, were written off against provisions previously        
established.                                                                    

TAXATION                                                                        

      The tax charge of L38.1 million in fiscal 1997 produced an effective
tax rate of 39.9%, the same as in fiscal 1996. The benefit arising from the     
reduction in the rate of U.K. corporation tax from 33% to 31% during fiscal 1997
was more than offset by the related write down of deferred tax assets           
established in prior periods. The provisional liquidation of Sovereign resulted 
in a write off of a deferred tax asset amounting to L2.7 million which was no   
longer considered recoverable. Adjusting for these items, the effective tax rate
in fiscal 1997 would have been 36.5%.                                           

DIFFERENCES BETWEEN U.K. GAAP AND U.S. GAAP                                     

  Net income for 1997 and 1996 of L56.9 million and L54.2 million,
respectively, under U.K. GAAP compare with net income of L36.2 million and L36.7
million, respectively, under U.S. GAAP.                                         

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 The differences arise principally from the differing accounting
treatment for goodwill, forward foreign exchange contracts in respect of future 
income, pensions and related deferred taxation. Details of the reconciling      
differences are given in Note 31 of Notes to the Financial Statements.          

FINANCIAL RISK MANAGEMENT                                                       

FOREIGN EXCHANGE RISK MANAGEMENT                                                

        Approximately 50% of Willis Corroon's operating revenues earned in the
United Kingdom arise in currencies other than sterling. Willis Corroon manages  
this exchange exposure to foreign currency revenues by entering into foreign    
currency forward exchange contracts, that allow us to fix the rates at which we 
exchange currencies in the future, and options to purchase currencies in the    
future at fixed rates, principally in U.S. dollars with lesser amounts in       
Japanese, German, French and Italian currencies. In fiscal 1998, Willis Corroon 
achieved a rate of $1.59 = L1.00 from the sale of U.S. dollar-denominated       
revenues earned in the United Kingdom compared with a rate of $1.59 achieved in 
fiscal 1997 and $1.54 in fiscal 1996. Together with the rates achieved in other 
hedged currencies, there was an adverse impact of L2.7 million on total         
operating revenues in fiscal 1998 and an adverse impact of L5.6 million in      
fiscal 1997, when compared with the exchange rates achieved in the preceding    
year.                                                                           

       Willis Corroon is also exposed to the exchange effects of translating
the net income of non-U.K.-based subsidiaries into sterling. Willis Corroon does
not hedge this exposure. The average rate of exchange for the U.S. dollar       
against sterling moved from $1.56 in fiscal 1996 to $1.64 in fiscal 1997 and to 
$1.66 in fiscal 1998. Together with movements in other currencies, the effect of
translating the income before taxation of non-U.K.-based subsidiaries into      
pounds sterling reduced Willis Corroon's net income before taxation in fiscal   
1998 by L1.4 million and by L2.4 million in fiscal 1997, when compared with the 
exchange rates prevailing in the preceding year.                                

     The table below provides information about Willis Corroon's foreign
currency forward exchange contracts which are sensitive to exchange rate risk.  
The table summarizes at December 31, 1998 the sterling equivalent amounts of    
each currency bought and sold forward and the weighted average contractual      
exchange rates. All forward exchange contracts mature within two years.         

                                                        [Enlarge/Download Table]

                                                          SETTLEMENT DATE BEFORE DECEMBER 31,                   
                                        ------------------------------------------------------------------------
                                                                                                                
                                                       1999                                 2000                
                                        ----------------------------------  ------------------------------------


                                                            AVERAGE                               AVERAGE       
                                         CONTRACT         CONTRACTUAL         CONTRACT          CONTRACTUAL     
                                          AMOUNT         EXCHANGE RATE         AMOUNT          EXCHANGE RATE    
                                        -----------  ---------------------  -------------  ---------------------
                                            (L                                                                  
                                         MILLIONS)   (DENOMINATION PER L)   (L MILLIONS)   (DENOMINATION PER L) 
                                                                                                                
FOREIGN CURRENCY SOLD                                                                                           
US Dollars.............................       41.5               1.58              21.4                1.59     
Japanese Yen...........................        5.6             191.51               4.3               84.37     
Deutschemarks..........................        2.3               2.75               5.1                2.70     
French Francs..........................        1.6               8.33            --                 --          
Italian Lire...........................        1.4           2,537.25            --                 --          

FOREIGN CURRENCY BOUGHT                                                                                         
Deutschemarks..........................      (10.4)              2.80            --                 --          
                                        -----------                               -----                         
Total..................................       42.0                                 30.8                         
                                        -----------                               -----                         
                                        -----------                               -----                         
Fair Value (1).........................        2.2                                  0.5                         
                                        -----------                               -----                         
                                        -----------                               -----                         

------------------------                                                        

(1) Represents the difference between the contract amount and the cash flow in  
  sterling which would have been receivable had the foreign currency forward
exchange contracts been entered into on December 31, 1998 at the forward
exchange rates prevailing at that date.                                 

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INTEREST RATE RISK MANAGEMENT                                                   

    Willis Corroon manages its exposure to declines in interest rates,
which can have an adverse effect on interest and investment income, through the 
use of fixed interest deposits and borrowings, swaps, forward rate agreements   
and other financial instruments. The maximum hedging period is normally three   
years. Interest rate exposure is managed within parameters agreed by Willis     
Corroon Group's directors, which stipulate that at least 25% of the forecast    
interest income for each of the next three years is hedged. Average interest    
rates of 7.5% on sterling funds and 6.1% on U.S. dollar funds were achieved in  
fiscal 1998, compared with 7.0% and 6.2% respectively in fiscal 1997 and 7.3%   
and 5.9% respectively in fiscal 1996. When compared with average interest rates 
prevailing during the year, Willis Corroon's hedging activities added L2.6      
million to Willis Corroon's income before taxation in fiscal 1998 and L2.5      
million in fiscal 1997.                                                         

        The table below provides information about Willis Corroon's derivative
instruments which are sensitive to changes in interest rates, including interest
rate swaps and forward rate agreements. For interest rate swaps, the table      
presents notional principal amounts and average interest rates analyzed by      
expected maturity dates. Notional principal amounts are used to calculate the   
contractual payments to be exchanged under the contracts. The duration of       
interest rate swaps varies between one and five years, with an average re-fixing
period of three months. Average variable rates are based on interest rates set  
at December 31, 1998 or, in the case of interest rate swaps not yet started, at 
the rates prevailing at December 31, 1998. The information is presented in      
sterling, which is Willis Corroon's reporting currency; the actual currencies of
the instruments are indicated in parentheses.                                   

                                                        [Enlarge/Download Table]

                                                     EXPECTED TO MATURE BEFORE DECEMBER 31,                                    
                                              -----------------------------------------------------                            
                                                1999       2000       2001       2002       2006       TOTAL     FAIR VALUE(1) 
                                              ---------  ---------  ---------  ---------  ---------  ---------  ---------------
                                                                                                                               
                                                                       (L MILLION, EXCEPT PERCENTAGES)                         
INTEREST RATE SWAPS                                                                                                            
Principal ($)................................        97        170        119         16     --            402           5.1   
    Fixed rate receivable....................      6.45%      6.43%      5.73%      5.78%    --           6.20%                
    Variable rate payable....................      5.28%      5.20%      5.06%      5.06%    --           5.17%                
Principal ($)................................    --         --         --         --            273        273           0.8   
    Fixed rate payable.......................    --         --         --         --           5.10%      5.10%                
    Variable rate receivable.................    --         --         --         --           5.06%      5.06%                
Principal (L)................................        55         62         35         14     --            166           4.4   
    Fixed rate receivable....................      7.92%      7.22%      6.52%      6.88%    --           7.27%                
    Variable rate payable....................      6.75%      6.55%      6.13%      6.13%    --           6.49%                
Principal (Deutschemarks)....................         4          7          7     --         --             18           0.3   
    Fixed rate receivable....................      4.55%      4.65%      4.23%    --         --           4.48%                
    Variable rate payable....................      3.65%      3.48%      3.36%    --         --           3.48%                
Principal (Deutschemarks)....................    --              4     --         --         --              4          (0.1)  
    Fixed rate payable.......................    --           4.61%    --         --         --           4.61%                
    Variable rate receivable.................    --           3.56%    --         --         --           3.56%                
Principal (Italian Lire).....................         2     --              3     --         --              5           0.1   
    Fixed rate receivable....................      7.11%    --           4.69%    --         --           5.77%                
    Variable rate payable....................      4.59%    --           3.25%    --         --           3.85%                
Principal (Japanese Yen).....................         7     --              4     --         --             11           0.1   
    Fixed rate receivable....................      1.45%    --           1.70     --         --           1.54%                
    Variable rate payable....................      0.40%    --           0.22%    --         --           0.33%                

FORWARD RATE AGREEMENTS                                                                                                        
Principal (L)................................        56     --         --         --         --             56           0.2   
    Fixed rate receivable....................      7.02%    --         --         --         --           7.02%                
    Variable rate payable....................      6.13%    --         --         --         --           6.13%                

------------------------                                                        

(1) Represents the net present value of the expected cash flows discounted at   
current market rates of interest.                                       

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LIQUIDITY AND CAPITAL RESOURCES                                                 

       Willis Corroon's Statement of Consolidated Cash Flows is presented on
the basis of total funds as opposed to "own funds." As discussed under          
"--Overview" above, Willis Corroon holds funds for the account of third parties,
typically premiums received from clients and claims received from insurance     
carriers that are in transit to insurance carriers or clients, respectively.    
These amounts of fiduciary cash must be kept in certain regulated bank accounts 
and are not generally available to service Willis Corroon's debt or for other   
corporate purposes. Insurance broking transactions typically generate large cash
flows and the timing of such cash flows can affect significantly the net cash   
balances held at the year-end.                                                  

Willis Corroon's net cash inflow on a total funds basis before
management of liquid resources and financing was L14.8 million in fiscal 1996   
with a net cash outflow of L6.2 million in fiscal 1997 and net cash outflow of  
L95.4 million in fiscal 1998. See "Consolidated Financial                       
Statements--Consolidated Statements of Cash Flows."                             

     Cash and liquid resources, net of overdrafts, decreased from L663.0
million at December 31, 1996 to L616.7 million at December 31, 1997 and         
decreased to L596.4 million at December 31, 1998. Of the decrease in fiscal     
1996, liquid resources of L25.6 million were transferred with businesses sold   
and exchange adjustments, principally relating to the increasing strength of    
sterling, accounted for L47.7 million.                                          

    In assessing Willis Corroon's "own funds", as opposed to fiduciary
funds, and working capital, Willis Corroon takes into account differing         
regulations in different countries and states. The following table shows net    
working capital of L30.9 million at December 31, 1997 and L32.2 million at      
December 31, 1998, in each case on the assumption that uncollected brokerage    
(commissions owing to Willis Corroon included within premiums due from clients) 
is treated as an element of "own funds" working capital. On this basis, Willis  
Corroon's "own funds" working capital has consistently been between             
approximately L30 million to L60 million since 1995.                            

                                                        [Enlarge/Download Table]

                                                           CONSOLIDATED                   "OWN FUNDS"(A)        
                                                  ------------------------------  ------------------------------
                                                                                                                
                                                   DECEMBER 31,    DECEMBER 31,    DECEMBER 31,    DECEMBER 31, 
                                                       1997            1998            1997            1998     
                                                  --------------  --------------  --------------  --------------


                                                                          (IN MILLIONS)                         
                                                                                                                
Fixed assets.....................................       L154.0          L195.7          L154.0          L195.7  
Trade receivables (excluding uncollected                                                                        
  brokerage).....................................      2,431.6          2453.0            84.7           111.2  
Uncollected brokerage............................        101.6           106.2           101.6           106.2  
Investments, deposits and cash (b)...............        617.1           598.7            69.4            71.8  
                                                  --------------  --------------       -------         -------  
Total assets.....................................      3,304.3          3353.6           409.7           484.9  

Trade payables...................................     (3,050.0)        (3053.9)         (155.4)         (185.2) 
Net debt.........................................        (34.5)         (107.8)          (34.5)         (107.8) 
Provisions (c)...................................        (90.0)          (94.8)          (90.0)          (94.8) 
                                                  --------------  --------------       -------         -------  
Net assets.......................................        129.8            97.1           129.8            97.1  
                                                  --------------  --------------       -------         -------  
                                                  --------------  --------------       -------         -------  
Net working capital (d)..........................      L(516.8)        L(494.7)          L30.9           L32.2  
                                                  --------------  --------------       -------         -------  
                                                  --------------  --------------       -------         -------  

------------------------                                                        

(a) "Own Funds" are based on management's estimates and assumes that uncollected
brokerage is treated as an element of "Own Funds" working capital.      

(b) Investments, deposits and cash in own funds is to a large extent matched by 
liabilities within Willis Corroon's captive insurance companies. The    
remainder was used to service local working capital requirements and    
therefore Willis Corroon had minimal excess cash in each of the periods 
reflected above.                                                        

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(c) For an analysis of provisions, see Note 21 of the Notes to the Consolidated 
Financial Statements of Willis Corroon included elsewhere herein.       

(d) Trade receivables and uncollected brokerage, less trade payables.           

       During fiscal 1996, Willis Corroon disposed of the following non-core
operations and proceeds from these disposals, less acquisitions, contributed    
L16.2 million to Willis Corroon's net cash inflow:                              

 - L20.7 million from the sale of Consumer Benefit Life Insurance Company;

 - L6.1 million from the sale of WF Corroon with further consideration and
payments for work in progress due in subsequent years;              

- L5.0 million from the sale of Management Science Associates;          

- L3.8 million in respect of other businesses sold;                     

   - less L19.4 million of cash held within businesses sold, net of businesses
acquired.                                                           

         During fiscal 1997, the net cash outflow for acquisitions and disposals
amounted to L63.0 million and consisted of:                                     

  - L48.3 million for Willis Corroon's 33% interest in Gras Savoye, of which
L15.2 million was deferred until July 1998;                         

  - L8.2 million, L4.3 million and L2.1 million for the increased investment
in Richard Oliver, Scheuer and York Willis Corroon respectively;    

  - L4.9 million inflow in respect of further consideration from the sale in
fiscal 1996 of WF Corroon, net of L1.0 million in respect of other  
businesses acquired and sold;                                       

- less L5.0 million of cash held within businesses sold.                

         During fiscal 1998, the net cash outflow for acquisitions less proceeds
from disposals amounted to L32.3 million and consisted of L13.9 million for the 
30% interest in Jaspers Wuppesahl, L5.0 million for the 30% interest in         
Assurandrgruppen, L12.4 million for the 50% interest in Gruppo Ital Brokers and 
L1.0 million for other acquisitions, net of disposal proceeds.                  

  In connection with many of its investments in associates, Willis
Corroon retains rights to increase its ownership percentage of such associates  
over time, typically to a majority or 100% ownership position. Willis Corroon   
increased its ownership in Jaspers Wuppesahl from 30% to 44.6% on January 4,    
1999 for L10.4 million and has additional call rights whereby it may increase   
its ownership to over 50% by 2012. In addition, in certain instances, the other 
owners of the associates have a right, typically at a price calculated pursuant 
to a formula based on revenues or earnings, to put some or all of their shares  
in the associates to Willis Corroon.                                            

     Willis Corroon has a put obligation in connection with its stake in
Gras Savoye, the largest broker in France and the ninth largest broker in the   
world, in which Willis Corroon has a 33% interest. As part of the Gras Savoye   
transaction, Willis Corroon entered into a put arrangement, whereby the other   
shareholders in Gras Savoye (primarily two families, two insurance companies and
Gras Savoye's executive management team) could put their shares to Willis       
Corroon. From 2001 to 2012, Willis Corroon would be obligated to buy the shares 
of such shareholders to the extent that such shareholders put their shares,     
potentially increasing its ownership from 33% to 90% if all shareholders put    
their shares, at a price determined by a contractual formula based on earnings  
and revenue. Management shareholders of Gras Savoye (approximately 10% thereof) 
do not have general put rights between 2001 and 2012, but have certain put      
rights on their death, disability or retirement pursuant to which payments are  
not expected to exceed L15 million. From 2001 to 2005, the incremental 57% of   
Gras Savoye may be put to Willis Corroon at a price equal to the greater of     
approximately 800 million French francs (L86.1 million at December 31, 1998     
exchange rates), for the full 57%, or a price based on the formula. After 2005, 
the put                                                                         

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price is determined solely by the formula. The shareholders may put their shares
individually at any time during the put period.                                 

        While the management of neither Willis Corroon nor Gras Savoye expects
significant exercises of the puts, on a separate or aggregate basis, in the near
to medium term, nevertheless, management believes that, should the aggregate    
amount of shares be put to Willis Corroon, sufficient funds would be available  
to satisfy this obligation. Also, Willis Corroon believes that the price to be  
paid under the put options is reasonable in light of its valuation of Gras      
Savoye. The minimum price of approximately 800 million French francs from 2001  
to 2005, for the full 57%, represents a multiple of 1.2 times Gras Savoye's L113
million of 1997 revenues and 8.4 times Gras Savoye's L16.4 million of 1997      
operating income. In addition Willis Corroon has a call option to move to       
majority ownership under certain circumstances and in any event by 2009. Upon   
exercising this call option, the remaining Gras Savoye shareholders have a put. 

         In connection with the Willis National joint venture, the holder of 49%
of the shares in Willis National Holdings Limited has an option to purchase     
Willis Corroon's 51% interest in that company at any time between June and      
September 1999 based on a profitability formula as set out in the shareholders' 
agreement between the two companies.                                            

       During fiscal 1998, cash payments in connection with the renegotiated
arrangements for administering the Sovereign run-off amounted to L12.0 million, 
which included pre-funding of estimated administrative costs through 2001.      
Accordingly, no significant additional cash payments for administrative costs   
are expected in fiscal 1999. Cash payments in connection with Willis Corroon's  
on-going pension review amounted to L8.0 million in fiscal 1998 with further    
payments expected to total approximately L20.5 million over the next three      
fiscal years. There are also a number of legal proceedings against Willis       
Corroon, which together are not expected to have a material effect on Willis    
Corroon's financial position. See "Business--Legal Proceedings."                

      Capital expenditures for fiscal years 1996, 1997 and 1998 were L28.9
million, L26.5 million, and L29.9 million, respectively. Willis Corroon has     
funded its requirements for capital expenditures by cash generated internally   
from operations and from external financing and expects to continue to do so in 
the future. Willis Corroon intends to evaluate acquisition opportunities from   
time to time.                                                                   

  Willis Corroon has conducted a review of its computer systems to
identify the systems that could be affected by the year 2000 problem and is     
nearing completion of its plan to be year 2000 compliant prior to December 31,  
1999. The cost of undertaking this work is not expected to exceed L4.2 million, 
most of which has already been incurred. The cost of upgrading computer systems 
to deal with the single currency requirement of European Economic and Monetary  
Union was L0.9 million. Willis Corroon does not expect either the year 2000     
issues or European Economic and Monetary Union will have a material adverse     
impact on its financial position or results of operations.                      

      Willis Corroon entered into a credit agreement on July 22, 1998. The
credit agreement, as amended, is comprised of a term loan facility under which  
portions, or tranches, of the loan mature on four different dates, and a        
revolving credit facility in the amounts set forth below:                       

- the $125 million tranche A facility;                                  

- the $125 million tranche B facility;                                  

- the $100 million tranche C facility;                                  

- the $100 million tranche D facility; and                              

- the $150 million revolving credit facility.                           

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Borrowings under the term loan portions of the credit agreement were borrowed in
full on November 19, 1998                                                       

- to refinance outstandings under the tender offer facility agreement,  

- to finance the repayment of certain existing indebtedness of Willis   
Corroon,                                                            

- to make an intercompany loan to Trinity Acquisition, and              

 - to finance the payment of fees and expenses incurred in connection with
 the tender offer by Trinity Acquisition for the outstanding shares of
Willis Corroon.                                                     

The revolving credit portion is available for working capital requirements and  
general corporate purposes, subject to certain limitations. The revolving credit
facility will be available on a revolving basis for loans denominated in U.S.   
dollars, pounds sterling and certain other currencies and for letters of credit,
including to support loan note guarantees. For a further description of the     
credit agreement, see "Description of the Senior Credit Facilities."            

   Willis Corroon Corporation has entered into an interest rate swap
agreement pursuant to which its LIBOR-based floating rate interest payment      
obligations on the full amount of the term loans under the credit agreement have
been swapped for fixed rate interest payment obligations, resulting in an       
effective base rate of 5.099% per annum, plus the applicable margin, until the  
final maturity of such term loans. The swap agreement provides for a reduction  
of the notional amount of the swap obligation on a semi-annual basis and, to the
extent the actual amount outstanding under the term loans exceeds the notional  
amount at any time, Willis Corroon Corporation would then become exposed to the 
risk of increased interest rates on such excess.                                

         In connection with the refinancing of the tender offer facility and the
senior subordinated promissory note on November 19, 1998, Willis Corroon        
Corporation made                                                                

 - a loan to Trinity Acquisition of the net proceeds from borrowings under
    the subordinated bridge facility, the intercompany subordinated note and

 - a loan to Trinity Acquisition of the net proceeds from borrowings under
  the term loans under the credit agreement, the intercompany bank note,

the proceeds of which loans were used by Trinity Acquisition to repay the senior
subordinated promissory note, the tender offer facility and certain existing    
debt of Willis Corroon. Such loans to Trinity Acquisition generally mirror the  
terms and maturity dates of the applicable underlying loans. The intercompany   
subordinated note currently bears interest at a rate equal to the interest rate 
on the notes, plus 70 basis points, and the intercompany bank note bears        
interest at a rate equal to the interest rate for the credit agreement, plus 25 
basis points. In addition, the indenture permits Willis Corroon Group and its   
subsidiaries to                                                                 

   - make loans to Trinity Acquisition in exchange for notes issued by Trinity
      Acquisition, so long as the proceeds of such loans are immediately used to
make a loan to Willis Corroon Group or its subsidiaries, and        

- issue notes in favor of Trinity Acquisition in consideration of a loan
from, or the issuance of a note by, Trinity Acquisition.            

Willis Corroon Group and its subsidiaries may pay interest on any intercompany  
note issued in favor of Trinity, and may make loans or pay dividends to Trinity 
Acquisition in an amount sufficient to enable Trinity Acquisition to pay        
interest and principal then due on any intercompany note issued by Trinity      
Acquisition, intercompany subordinated note or intercompany bank note, in each  
case so long as such amounts are immediately repaid to Willis Corroon Group or  
its subsidiaries. The aggregate amount of intercompany notes issued in favor of 
Trinity Acquisition outstanding is currently approximately $1,025               

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million, the aggregate amount of intercompany notes issued by Trinity           
Acquisition outstanding is currently approximately L614 million ($1,043         
million).                                                                       

         TA II Limited will be relying wholly on Willis Corroon to provide funds
sufficient for TA II Limited to pay dividends on the preference shares. The     
preference shares (with an aggregate liquidation preference of approximately    
$270 million) carry the right to a cumulative dividend of 8.5% per annum,       
excluding the amount of any associated tax credits, on a fixed amount of $25 per
preference share. TA II Limited has the option to satisfy 1% per annum of this  
cumulative dividend by the issuance of additional preference shares. The        
dividend is payable in dollars semi-annually on June 30 and December 31 of each 
year with the first dividend being payable on June 30, 1999. If the cash        
dividend has not been paid on three or more consecutive dividend payment dates, 
the holders of the preference shares have the right to appoint two directors to 
the board of TA II Limited. The preference shares may be redeemed at any time by
TA II Limited by payment of a fixed amount of $25 per share plus any accrued and
unpaid dividends. The preference shares are required to be redeemed in full by  
payment of a fixed amount of $25 per share plus any accrued and unpaid dividends
on the earlier of                                                               

- the thirteenth anniversary of the first date on which the preference  
shares were issued and                                              

- the date that is six months after the scheduled maturity date of the  
notes,                                                              

or on the sale of all or substantially all of the business of Willis Corroon,   
including, without limitation, whether in a single transaction or series of     
transactions and whether by sale of shares, sale of assets or otherwise. Holders
of preference shares have a preferential right to receive out of surplus assets 
arrears and accruals of dividends and $25 per share, but do not have any further
right to participate in surplus assets. For a further description of the        
preference shares, see "Description of Preference Shares."                      

        The notes will mature on February 1, 2009 and interest will be payable
thereon semiannually on February 1 and August 1 of each year, commencing August 
1, 1999.                                                                        

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SUPPLEMENTAL CONSTANT CURRENCY FINANCIAL DATA 

         THIS PRESENTATION AND ANALYSIS IS INTENDED TO DEMONSTRATE THE IMPACT OF
EXCHANGE RATES AND THE CHANGE PROGRAM ON DESIGNATED FINANCIAL LINE ITEMS ON A   
HISTORICAL BASIS AND THEREBY PROVIDE INVESTORS WITH SUPPLEMENTAL DATA WITH WHICH
TO ASSESS MANAGEMENT'S PERFORMANCE SINCE MR. REEVE'S ARRIVAL IN LATE 1995. THIS 
PRESENTATION AND ANALYSIS IS INTENDED TO SUPPLEMENT THE PRESENTATION AND        
ANALYSIS OF OUR ACTUAL HISTORICAL RESULTS SET FORTH ELSEWHERE IN THIS           
PROSPECTUS. SEE "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS." OUR BUSINESS AND OUR ABILITY TO GENERATE CASH FLOW      
SUFFICIENT TO MEET OUR FIXED CHARGE OBLIGATIONS WILL CONTINUE TO BE AFFECTED BY 
MOVEMENTS IN EXCHANGE RATES WHICH HAVE BEEN ELIMINATED IN THE PRESENTATION AND  
ANALYSIS OF OPERATING REVENUES AND OPERATING INCOME ON A CONSTANT CURRENCY      
BASIS.                                                                          

     We and our associates transact business with some 50,000 clients in
more than 125 countries and in over 100 currencies. Historically, we have       
reported our operating results in pounds sterling. Sterling, however, accounted 
for only approximately 22% of our revenues in 1998 and thus our reported        
revenues are directly impacted by movements in world currencies in relation to  
the pound. As the pound has appreciated in value relative to most major         
currencies in recent years, our revenues have been negatively impacted. In      
addition, while only approximately 22% of our revenues in 1998 were in sterling,
approximately 44% of our expenses in 1998 were in pounds sterling. This is due  
to the fact that a number of our units, especially Global Specialties and Global
Reinsurance, serve their clients worldwide primarily from their U.K. base of    
operations. Accordingly, when the pound appreciates, which it has in recent     
years, the revenues associated with non-sterling business are translated into   
fewer pounds, while expenses, incurred in sterling, are not impacted. As a      
result, as the pound appreciates, both revenues and margins decline on a        
reported basis. Accordingly, we have implemented a comprehensive hedging        
strategy to manage our exposure to currency movements. See "Management's        
Discussion and Analysis of Financial Condition and Results of                   
Operations--Financial Risk Management." Because we derive a significant portion 
of our revenues and cash flow in U.S. dollars and other currencies and a        
disproportionate amount of our expenses in sterling, we financed the tender     
offer, offering and sale of the notes and related financings in U.S. dollars.   

     Willis Corroon Group transacts business in over 100 currencies. All
historical results, including Operating Revenues and Operating Income, are      
reported in sterling. There are two methods of translating the results into     
sterling:                                                                       

     - AVERAGE RATE METHOD: The profit and loss account of the subsidiary or
  associate is translated into sterling using the average rates of
         exchange for the relevant period. This method is used where the company
       is a subsidiary or associate preparing its accounts in currency other
than sterling.                                                

       - ACHIEVED RATE METHOD: A subsidiary or associate which prepares accounts
         in sterling and trades in a currency other than sterling will translate
       foreign currency transactions at the achieved rate. For example, if a
  business generates revenue in a currency other than sterling the
 achieved rate used is either the rate the funds where sold into
         sterling at after being received or if still in foreign currency at the
       period end then the closing rate. The achieved rate for the period is
      the weighted average of rates used to translate funds and the period
        closing rate weighted by the value of the transactions. This method is
 used where the company is subsidiary or associate preparing its
        accounts in sterling, but transacting a significant amount of business
     in a currency other than sterling the achieved rate method is used.

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The average rates of exchange and the achieved rates of exchange for five of the
major currencies for 1995 to 1998 are shown in footnote (a) to the table below. 
The company uses constant exchange rates for internal budgeting and reporting   
purposes. These are also shown in footnote (a).                                 

      To prepare the results at constant exchange rates rather than actual
exchange rates the same methodology is used in all material respects for        
deriving the reported results, except that the constant exchange rates are used.
The profit and loss accounts of the subsidiaries that prepare accounts in       
currencies other than sterling are translated into sterling using the constant  
average rates. Foreign currency transactions by companies reporting in sterling 
are translated at the constant achieved rate of exchange.                       

        Although there can be no assurance that, if the exchange rates used in
this analysis had actually prevailed over all the periods presented, the results
would have been comparable to those presented, we believe that the trends       
indicated would have been comparable. We believe that the constant currency     
analysis by itself allows for a comparison that excludes the impact of exchange 
rates over all the periods presented and provides investors supplemental data   
with which to assess our operating results since 1995 on a more comparable      
basis.                                                                          

                                                        [Enlarge/Download Table]

                                                                           HISTORICAL                                  
                                          ---------------------------------------------------------------------------- 
                                                    YEAR ENDED               JANUARY 1-      SEPTEMBER 2-              
                                                   DECEMBER 31,             SEPTEMBER 1,     DECEMBER 31,      TOTAL   
                                          -------------------------------  ---------------  ---------------  --------- 
                                            1995       1996       1997          1998             1998          1998    
                                          ---------  ---------  ---------  ---------------  ---------------  --------- 
                                                                                                                       
                                                                                    (IN MILLIONS)                      
Reported Operating Revenues..............    L706.4     L725.0     L692.0        L468.8           L249.2        L718.0 
Adjustments to Constant Exchange Rates...     (37.4)     (39.0)     (10.9)          0.3              1.8           2.1 
Operating Revenues--Constant Currency....     669.0      686.0      681.1         469.1            251.0         720.1 

Reported Operating Income................      79.4       87.8       92.1          56.8             26.0          82.8 
Reported Margin..........................      11.2%      12.1%      13.3%         12.1%            10.4%         11.5%

Adjustments to Constant Exchange Rates...     (13.3)     (10.9)      (3.1)          0.6              0.0           0.6 
Operating Income--Constant Currency......      66.1       76.9       89.0          57.4             26.0          83.4 
Margin--Constant Currency................       9.9%      11.2%      13.1%         12.2%            10.4%         11.6%


                                             PRO FORMA                                                                 
                                          ---------------                                                              
                                            YEAR ENDED                                                                 
                                           DECEMBER 31,                                                                
                                          ---------------                                                              
                                               1998                                                                    
                                          ---------------                                                              
                                                                                                                       
Reported Operating Revenues..............       L735.3                                                                 
Adjustments to Constant Exchange Rates...          2.5                                                                 
Operating Revenues--Constant Currency....        737.8                                                                 
Reported Operating Income................         86.0                                                                 
Reported Margin..........................         11.7%                                                                
Adjustments to Constant Exchange Rates...          0.7                                                                 
Operating Income--Constant Currency......         86.7                                                                 
Margin--Constant Currency................         11.8%                                                                

------------------------                                                        

(a) The average rates of exchange and achieved rates of exchange for the five   
major currencies are shown in the following table. The constant exchange
rates used in the constant currency analysis are also shown below:      

                                                        [Enlarge/Download Table]

                                                                  YEAR ENDED DECEMBER 31,                       
                                                         ------------------------------------------   CONSTANT  
                                                           1995       1996       1997       1998        RATES   
                                                         ---------  ---------  ---------  ---------  -----------
                                                                                                                
                                                                    (DENOMINATION PER POUND STERLING)           
AVERAGE RATES:                                                                                                  
Deutschemark............................................      2.26       2.35       2.84       2.91        2.84 
French Franc............................................      7.87       7.99       9.56       9.77        9.50 
Italian Lire............................................  2,570.80   2,408.64   2,789.09   2,875.71    2,820.72 
Japanese Yen............................................    148.29     170.03     198.38     216.55      197.55 
U.S. Dollar.............................................      1.58       1.56       1.64       1.66        1.67 

ACHIEVED RATES:                                                                                                 
Deutschemark............................................      2.31       2.44       2.28       2.60        2.66 
French Franc............................................      8.15       7.99       8.38       8.92        8.85 
Italian Lire............................................  2,537.01   2,474.20   2,724.97   2,771.21    2,759.19 
Japanese Yen............................................    156.53     163.83     169.64     190.51      184.50 
U.S. Dollar.............................................      1.51       1.54       1.59       1.59        1.60 

(b) Reported margin is defined as Reported Operating Income divided by Reported 
Operating Revenues.                                                     

(c) Margin--Constant Currency is defined as Operating Income--Constant Currency 
divided by Operating Revenues--Constant Currency.                       

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     As detailed above, Operating Revenues--Constant Currency have grown
from L669.0 million in 1995 to L720.1 million in 1998, a 2.5% annual growth rate
since 1995 (in an environment of significantly declining primary insurance and  
reinsurance premium rates), which compares to a 0.5% annual growth rate for     
Operating Revenues from continuing operations on a reported basis. Operating    
Income--Constant Currency has grown from L66.1 million in 1995 to L83.4 million 
in 1998, a 8.1% annual growth rate, which compares to a 1.4% annual growth rate 
for Operating Income on a reported basis. We have improved our Operating Income 
Margin--Constant Currency by 170 basis points from 9.9% in 1995 to 11.6% in 1998
(also in an environment of declining premium rates and intense industry         
competition), which compares to 30 basis points, from 11.2% in 1995 to 11.5% in 
1998, for Operating Income Margin on a reported basis.                          

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BUSINESS

GENERAL                                                                         

      We are the third largest insurance broker in the world. We provide a
broad range of value-added risk management consulting and insurance brokering   
services to some 50,000 clients worldwide. We trace our history to 1828 and we  
are a leading insurance broker in the U.K., the U.S. and, directly and through  
our associates, in many countries. We are a recognized leader in providing      
specialized risk management advisory and other services on a global basis to    
clients in various industries, including the construction, aerospace, marine and
energy industries. In our capacity as an advisor and insurance broker, we act as
an intermediary between our clients and insurance carriers by:                  

   - advising our clients on their risk management requirements, many of
which are highly complex;                                     

     - helping clients determine the best means of managing their risks; and

 - ultimately negotiating and placing insurance risks with insurance
carriers through our global distribution network.             

We also provide other value-added services, including employee benefits         
consulting, claims administration, management of subsidiaries whose purpose is  
to provide insurance for a related entity or entities and self-insurance        
consulting. We do not underwrite insurance risks for our own account.           

       We and our associates serve a diverse base of clients located in more
than 125 countries. Such clients include major multinational and middle-market  
companies in a variety of industries, as well as public institutions. Many of   
our client relationships span decades. With approximately 12,000 employees      
around the world and a network of more than 250 offices in 69 countries, in each
case including our associates, we believe we are one of only three insurance    
brokers in the world possessing the global operating presence, broad product    
expertise and extensive distribution network necessary to effectively meet the  
global risk management needs of many of our clients. For the twelve months ended
December 31, 1998, our Reported Revenues were L718.2 million ($1,192.2 million).

INDUSTRY OVERVIEW                                                               

       Insurance brokers, such as Willis Corroon, provide essential services
to users of insurance and reinsurance products. Such users include corporations,
public institutions and insurance carriers. Brokers distribute insurance        
products and provide highly specialized (and often highly technical) value-added
risk management consulting services. Through its knowledge of the insurance     
market and risk management techniques, the broker provides value to its clients 
and the insurance carriers with whom the broker deals by:                       

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                                                        [Enlarge/Download Table]

                    VALUE TO CLIENTS                                    VALUE TO INSURANCE CARRIERS               
--------------------------------------------------------  --------------------------------------------------------
                                                                                                                  

- assisting clients in their analysis of risk;            - assessing a potential insurance user's risk management
- helping clients formulate appropriate strategies to       needs, structuring an appropriate insurance program to
  manage those risks;                                       meet those needs and placing the insurance risks to be
- negotiating insurance policy terms and conditions;        insured with an insurance carrier;                    
- placing insurance risks to be insured with insurance    - acting as a principal distribution channel for        
  carriers through its distribution network and taking      insurance products; and                               
  advantage of its ability to place insurance at rates    - providing access to insurance buyers that most        
  often lower than the client could achieve on its own;     insurance companies are not equipped to reach on their
  and                                                       own.                                                  
- providing specialized self-insurance consulting and                                                             
  other risk management consulting services apart from                                                            
  its traditional intermediary role.                                                                              

      The broker serves an important role in the distribution of insurance
products. Willis Corroon believes that the percentage of insurance policies     
underwritten worldwide that are placed through insurance brokers has been       
relatively stable in recent years. According to the Independent Insurance Agents
of America, Inc., in 1997 approximately 77% of commercial insurance in the U.S. 
was sold through insurance brokers.                                             

There are three main subsectors of the brokerage industry:    

 - retail brokering, which involves business and services transacted
between brokers and commercial or individual customers,       

    - wholesale brokering, which involves business and services transacted
      between two brokers, or agents, when one broker uses the services or
products of another broker and                                

      - reinsurance brokering, which involves placing reinsurance coverage for
primary insurance and reinsurance carriers.                   

Insurance brokers generate revenue from                       

- commissions and fees on insurance placements,                   

- fees from consulting and other services and                     

       - interest earned on premiums held prior to payment to the insurer and on
claims held prior to payment to the insured.                  

Commissions and interest have historically been the greatest sources of revenues
for insurance brokers. However, in recent years, fee income, from both insurance
placements and consulting and other services, has been increasing as a          
percentage of total revenues while commission income has been declining largely 
because of declining insurance premium rates due to competition among insurance 
carriers. Willis Corroon expects this trend toward increased fee income to      
continue.                                                                       

  Industry revenue has been relatively stable in recent years and,
according to BUSINESS INSURANCE, the 192 largest commercial insurance brokers   
globally reported brokerage revenues totalling                                  

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$16.7 billion in 1997. Recent consolidation among the largest insurance brokers,
however, has significantly altered the industry competitive dynamics.           
Significant factors in broker consolidation include:                            

   - the increased need by clients for products and services on a global
scope; and                                                    

- better economies of scale available to larger firms.            

As a result, the insurance brokerage industry is now led by its three global    
participants: Marsh & McLennan Companies, Inc. (with approximately 35% of the   
worldwide market comprised of the 192 brokers in 1997 referred to above, 9% of  
which is attributable to Sedgwick Group plc, a company acquired by Marsh &      
McLennan in 1998), Aon Corporation (with approximately 24%), and Willis Corroon 
(with approximately 7%). The industry is highly fragmented beyond these three   
brokers with the next largest broker having less than a 3% share of the $16.7   
billion market.                                                                 

    Another trend in the industry is the increasing diversification of
products and services offered by major insurance brokerage companies. In recent 
years, the largest brokers have added a variety of new products and services in 
order to meet the increasingly complex risk management needs of its clients.    
Some of these new products and services represent the unbundling of the         
traditional brokerage package, such as employee benefits consulting, captive    
insurance company management, self-insurance consulting and alternative risk    
financing solutions. This diversification is in response to                     

     - clients' increasing focus on the complex risks faced in the operation
of their increasingly global businesses and                   

- clients' desire to retain more of the risks themselves.         

As a result, the complexity of the risks managed has increased, while the       
proportion insured by traditional underwriters has decreased. This has led to an
increased need for, and the development by brokerage firms of the capability to 
provide, services, in addition to their traditional role as an intermediary,    
that deliver expert solutions to clients with complex risk problems.            

RECENT MANAGEMENT INITIATIVES                                                   

        In 1996, Willis Corroon developed and launched a series of initiatives
referred to as the "change program." The change program was designed to enhance 
revenues, improve efficiency and transition Willis Corroon from a traditional   
commission-based insurance broker to a more comprehensive professional advisory 
services firm. As part of the change program, Willis Corroon established certain
key initiatives to:                                                             

- enhance operating efficiencies;                                 

- intensify efforts to develop existing and new accounts;         

     - increase cross-selling of both existing and new products and services
to its existing clients; and                                  

- maximize leverage in placing insurance with insurance carriers. 

In addition, Willis Corroon developed initiatives focused on maximizing the     
talent and expertise of its brokers and consultants. Accordingly, Willis        
Corroon:                                                                        

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- developed improved techniques for recruitment and assessment;   

- instituted a new incentive structure for brokers in the U.S.;   

     - implemented a new and more frequent appraisal process, including peer
review;                                                       

- created new training and development programs;                  

    - invested in technology to enhance communication among employees; and

 - formed practice groups to share knowledge on specific industry or
product areas.                                                

 The change program's primary objective is to implement business
practices which have been proven in other industries in order to improve our    
transactional business. There are a variety of examples from our business units,
including:                                                                      

 - in our U.K. Retail business, where the change program is furthest
         advanced, market research into client needs and buying patterns enabled
  us to segment our operations into different units, each of which
        focuses on the provision of products and services targeted on specific
    market sectors. Accompanied by back office reorganization, this is
       creating greater value for clients and is delivering improved service
at considerably lower cost;                                   

   - in our North American Retail business, a new regional structure was
      established, designed both to flatten the organization and to enable
      heads of branch offices to focus more directly on revenue generation
     and client service. At the same time, a commercial brokerage growth
         initiative was launched with the objective of enhancing revenue growth;
and                                                           

- our Global Specialties business units have been focusing on     
      re-engineering their client service activities with the objective of
delivering enhanced service at lower cost.                    

An important initiative throughout Willis Corroon has been the
concentration of our placement of clients' risk among a smaller number of       
insurers. The following three types of benefits flow from this:                 

  - our clients, Willis Corroon and the selected carriers all gain the
       economic benefits from a higher volume of business transacted between
us;                                                           

- selectively, in partnership with chosen carriers, administrative
processes involving both the intermediary and carrier can be  
    re-engineered to remove duplication and inefficiencies in order to
deliver improved client service at lower cost; and            

- the intermediary's knowledge of client needs can be pooled with 
      carriers' underwriting expertise to generate new product and service
ideas.                                                        

 Each business unit has developed an action plan setting out the
implementation of the initiatives which make up the change program. The action  
plans are presented annually to the board of directors of Willis Corroon Group, 
with follow-up reports and presentations during the year. It is anticipated that
the change program will continue over the period until 2001; however, it is     
likely that the process of change will continue well beyond that time.          

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Willis Corroon believes that the change program is primarily responsible for:   

    - the 2.5% annual growth in Operating Revenues--Constant Currency from
         1995 to 1998 (5.9% if operating revenues from businesses sold or closed
         from 1995 through 1998 are excluded and 3.8% if additionally the impact
     of the recent acquisitions and the incremental investment in Willis
         Corroon Richard Oliver Pty Ltd and Willis Corroon Scheuer are excluded)
and                                                           

       - the 8.1% annual growth in Operating Income--Constant Currency from 1995
     to 1998 (20.7% if the effects of non-recurring items and businesses
 sold or closed from 1995 through 1998 are excluded and 15.6% if
        additionally the impact of the recent acquisitions and the incremental
        investment in Willis Corroon Richard Oliver Pty Ltd and Willis Corroon
Scheuer are excluded)                                         

despite the downward trend of insurance premium rates in recent years. See      
"Supplemental Constant Currency Financial Data" for an explanation of the       
adjustments and the presentation of constant currency data. Willis Corroon      
estimates that in 1997, the change program initiatives increased its profit     
before tax by L27 million with more than half of this improvement generated from
revenue enhancements. Willis Corroon has implemented the change program in      
varying stages across its business units and expects the change program to      
generate significant additional benefits in the future, although there can be no
assurance that this will be the case.                                           

COMPETITIVE STRENGTHS                                                           

        STRONG FRANCHISE WITH LEADING MARKET POSITIONS.  Willis Corroon is the
third largest insurance broker in the world and has leading market positions in 
the U.K., the U.S. and, directly and through its associates, in many other      
European countries. Willis Corroon is a recognized leader in providing          
specialized risk management advisory and other services on a global basis to    
clients in a variety of industries. For example, Willis Corroon believes that it
is the leading insurance broker to the construction industry in the United      
States, one of the largest surety brokers in North America and a market leader  
in providing risk management services to the aerospace, marine and energy       
industries. Willis Corroon is also the largest reinsurance broker serving Japan.
Willis Corroon's strong global franchise and leading market positions:          

       - provide an extensive platform for selling new and existing products and
services to its existing clients;                             

    - allow Willis Corroon to meet better the risk management needs of its
existing clients and help attract new clients;                

- create economies of scale and other efficiencies; and           

- attract talented professionals.                                 

    STRONG GLOBAL PRESENCE.  Willis Corroon believes it is one of only
three insurance brokers in the world with the global operating platform, broad  
product expertise and insurance brokering distribution capabilities necessary to
effectively meet the global risk management needs of large multinational and    
certain other clients. Willis Corroon has approximately 12,000 employees around 
the world and a network of more than 250 offices in 69 countries, in each case  
including associates. This strong global franchise enables Willis Corroon and   
its associates to serve over 50,000 clients located in more than 125 countries  
worldwide. Management estimates that, together with its associates, Willis      

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Corroon enjoys leading market positions in the U.K., the U.S., France, Denmark, 
Greece, Germany, Italy, Poland, Spain and Sweden. In 1997 Willis Corroon placed 
insurance with over 4,000 insurance carriers, none of which individually        
accounted for more than 7% of the total premiums placed by Willis Corroon on    
behalf of its clients. Willis Corroon's worldwide franchise enables it to       
provide high quality services on a local basis with the resources of a global   
firm.                                                                           

         EXTENSIVE AND DIVERSE CLIENT BASE.  Willis Corroon's clients operate in
many businesses and industries throughout the world and generally range in size 
from major multinational corporations to middle market companies. Many of Willis
Corroon's client relationships span decades, such as its 20-year relationship   
with Allied Signal Inc. and its relationship with The Tokio Marine and Fire     
Insurance Co., Limited (the largest non-life insurance company in Japan), which 
dates back 100 years. In the United States, Willis Corroon serves approximately 
10% of the Fortune 1,000 companies, with an average relationship of more than   
ten years. Willis Corroon's largest client accounted for less than 2% of Willis 
Corroon's total revenues in 1998, and Willis Corroon's 80 largest clients       
accounted for less than 10% of such revenues. This diversified client base      
provides a stable source of revenue and also offers significant additional      
revenue opportunities as Willis Corroon provides these clients with additional  
products and services and cross-sells existing products and services across its 
many areas of expertise.                                                        

    BROAD ARRAY OF CLIENT-ORIENTED SERVICES AND PRODUCTS.  In order to
serve its extensive client base, Willis Corroon offers a broad range of services
and products designed to address their specific risk management needs. With its 
specialized product and industry teams around the world, Willis Corroon helps   
its clients assess the risks they encounter in their operations worldwide, from 
employee benefits and healthcare to the specialized risks of the aerospace      
industry. If the client desires to insure against these risks, Willis Corroon   
negotiates policy terms and places an appropriate insurance policy with an      
insurance underwriter using its significant placing power. If the client,       
however, wishes to retain some portion of the risk, Willis Corroon can help the 
client establish and maintain its own self-insurance or captive insurance       
program. As a result of Willis Corroon's ability to meet its clients' risk      
management needs, management believes that Willis Corroon enjoys a reputation   
for exceptional customer service throughout its product offerings. In an        
independent 1998 survey covering 143 U.S. insurance brokers, Willis Corroon's   
North American operations received the highest overall customer satisfaction    
rating.                                                                         

      EXPERIENCED AND INCENTIVIZED MANAGEMENT.  Willis Corroon's Executive
Chairman, John Reeve, joined Willis Corroon in late 1995 and is responsible for 
instituting significant strategic and operating changes which have improved     
operating results and positioned Willis Corroon for further growth. Willis      
Corroon's top seven executives have an average of 27 years of experience in the 
insurance brokerage and insurance industries and an average of 20 years of      
experience with Willis Corroon itself. 358 key employees invested directly in   
the equity of Willis Corroon's ultimate parent company, TA I Limited. The       
investment by these employees, together with options granted to them at the time
of investment, is expected to represent between 14% and 20% of TA I Limited's   
ordinary share capital on a fully diluted basis. This broad distribution of     
equity throughout the organization should help Willis Corroon to retain and     
attract highly qualified managers, brokers and consultants.                     

      STRONG SPONSORSHIP.  Kohlberg Kravis Roberts & Co. L.P. is a leading
investment firm with significant investment experience in the insurance         
industry. In addition to the KKR 1996 Fund (Overseas), Limited Partnership, six 
major insurance companies, Guardian Royal Exchange, Royal & SunAlliance         
Insurance Group, The Chubb Corporation, The Hartford Financial Services Group,  
Inc., Travelers Property Casualty Corp. and The Tokio Marine and Fire Insurance 
Co., Limited, collectively invested approximately L203 million (approximately   
$346 million) in the common and preferred equity of Willis Corroon's parent     
corporations. The investment by these major insurance carriers represents a     
significant expression of confidence in Willis Corroon's future business        
prospects. In addition, Willis Corroon believes that such investment highlights:

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             (1) the importance of the role played by the global insurance
broker to the insurance industry generally; and                   

       (2) the importance of Willis Corroon individually as an
independent alternative in a rapidly consolidating industry.      

BUSINESS STRATEGY                                                               

        Willis Corroon's strategic objectives are to continue to grow revenues
and cash flow and to enhance its position as a leading global provider of risk  
management services. The key elements of this strategy are:                     

        CAPITALIZE ON STRONG GLOBAL FRANCHISE.  As one of only three insurance
brokers providing risk management services on a global basis, Willis Corroon is 
well positioned to take advantage of the increased demand for global risk       
management expertise. Willis Corroon intends to capitalize on its strong global 
franchise by:                                                                   

                (1) cross-selling both existing and new products and services to
its existing clients; and                                         

            (2) targeting new clients in need of Willis Corroon's global
reach and specialized expertise and knowledge.                    

To implement these objectives, Willis Corroon is improving the quality of its   
risk management consultants by:                                                 

- investing in the training and development of its staff;         

 - recruiting teams of risk management professionals with particular
geographical or product expertise and client relationships;   

      - implementing a new incentive structure which has a greater emphasis on
business development and profitability; and                   

- implementing programs and upgrading information systems to share
product and client knowledge throughout the organization.     

        Willis Corroon also seeks to work more closely with selected insurance
carriers to develop new products and services for its clients. While these      
initiatives continue to be developed and implemented, Willis Corroon has begun  
to see improvements. For example, revenues from North American Retail's sale of 
new business increased 17% ($12.6 million) in 1998 compared to 1997.            

EMPHASIZE VALUE-ADDED SERVICES.  Willis Corroon seeks to offer
value-added, fee-based risk management services, such as risk management        
consulting advice, including captive insurance company management and           
self-insurance consulting, employee benefits consulting, and claims             
administration to complement its existing insurance brokerage business. These   
fee-based services have increased as a percentage of Willis Corroon's total     
revenues and, unlike typical insurance brokerage commissions, are not directly  
tied to insurance premium rates, which have been declining in recent years. For 
fiscal 1997, the percentage of Willis Corroon's total revenues from fees,       
including from insurance placements and consulting and other services, was      
approximately 26%, as compared to                                               

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approximately 13% in 1993. Willis Corroon believes that by emphasizing these    
value-added risk management consulting services it can                          

   - increase the quality and scope of services it offers to its clients
worldwide,                                                    

     - reduce Willis Corroon's exposure to fluctuations in insurance premium
rates and                                                     

       - continue to enhance revenue growth and operating profit margins despite
  recent trends toward decreasing insurance premiums and brokerage
commissions.                                                  

         INCREASE OPERATING EFFICIENCIES.  In addition to its revenue growth and
improved client service initiatives, Willis Corroon's change program includes a 
number of cost reduction measures designed to streamline work processes to      
increase efficiency without impacting client service. Thus far, these           
initiatives have reduced headcount in continuing operations by over 1,100       
employees, or more than 10% of the workforce. Also, Willis Corroon reorganized  
its U.K. Retail operations from a regional focus to a market segment focus and  
reduced the number of U.K. Retail offices from 33 to 28 since January 1, 1996.  
Other on-going initiatives include                                              

- reducing real estate, travel, entertainment and other operating 
expenses,                                                     

    - further streamlining back-office functions and consolidating offices
and                                                           

- reducing purchasing costs by implementing vendor programs.      

Additionally, Willis Corroon intends to reduce the number of insurance carriers 
with which it does business in order to create direct economic benefits for     
clients, carriers and Willis Corroon. Willis Corroon also intends to streamline 
administrative processes with a selected number of insurance carriers and work  
closely with certain insurance carriers to generate new product and service     
ideas. Willis Corroon reduced expenses from continuing operations by            
approximately L10 million in 1997 due to the change program and believes that   
the change program is responsible in large part for the 20.7% annual growth in  
Operating Income--Constant Currency (adjusted for non-recurring items and       
businesses sold or closed from 1995 through 1998 and 15.6% if additionally the  
impact of the recent acquisitions and the incremental investment in Willis      
Corroon Richard Oliver Pty Ltd and Willis Corroon Scheuer are excluded), despite
the downward trend of insurance premium rates. Willis Corroon seeks to continue 
to increase operating efficiencies and reduce operating costs in the future.    

   PURSUE STRATEGIC GROWTH OPPORTUNITIES.  Willis Corroon intends to
strengthen its global franchise through selective acquisitions and strategic    
investments. Willis Corroon believes that the consolidation in the brokerage and
risk management consulting industry, coupled with the importance of a global    
presence, will provide Willis Corroon opportunities to acquire smaller brokers  
that have a strong regional or local market position or possess specialized     
product expertise which complements Willis Corroon's existing products. In      
addition to acquiring controlling interests in smaller brokers, Willis Corroon  
has also expanded internationally through strategic minority investments in, and
developing a close working relationship with, other brokers. For example, in    
1997, Willis Corroon acquired a one-third stake in Gras Savoye, the largest     
broker in France and the ninth largest broker in the world, and early in 1998 a 
30% interest in Jaspers Wuppesahl, which Willis Corroon believes is the third   
largest broker in Germany. This interest increased to approximately 45% in      
January 1999. Willis Corroon also acquired a 50% interest in 1998 in a leading  
Italian broker, Gruppo Ital Brokers, a 30% interest in Assurandrgruppen, the    
leading broker in Denmark, a reinsurance brokering, and consulting operation in 
Germany, and has announced planned acquisitions in Venezuela. In 1997 and 1998, 
Willis Corroon increased its existing investments in Brazil, Sweden, Spain,     
Australia and Holland. In connection with                                       

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these investments, Willis Corroon assumes an active role in management and      
generally retains the right to obtain ownership interests in excess of 50% over 
time. These and future strategic investments should significantly enhance Willis
Corroon's global presence and enable it to better leverage its global platform. 

BUSINESS UNITS                                                                  

Willis Corroon conducts its activities through five units:    

- North American operations;                                      

- U.K. Retail;                                                    

- Global Specialties;                                             

- Global Reinsurance; and                                         

- International,                                                  

the operations of each of which are detailed below.                             

NORTH AMERICAN OPERATIONS                                                       
(41% OF 1998 OPERATING REVENUES)                                                

    Willis Corroon's North American operations, which consist of North
American Retail and U.S. Wholesale, provide risk management, insurance brokerage
and related services to a wide variety of clients in the United States and      
Canada. Headquartered in Nashville, Tennessee, North American operations operate
through a network of more than 100 offices located in 38 states in the U.S. and 
six offices in Canada. In addition, two other U.K.-based units, Global          
Specialties and Global Reinsurance also have operations in the U.S.             

NORTH AMERICAN RETAIL                                             
(90% OF NORTH AMERICAN OPERATIONS 1998 OPERATING REVENUES)        

         North American Retail provides risk management, insurance brokerage and
related services directly to corporations through 77 local offices in the U.S.  
and six offices in Canada. North American Retail's clients include both         
middle-market and major multinational companies. Approximately 45% of North     
American Retail's revenues are generated by providing property/casualty         
brokerage services to middle-market companies. The balance of the unit's        
revenues come from serving the complex risk management needs of multinational   
corporations and from its other consulting and brokerage services.              

     Other consulting brokerage services are supplied to certain clients
through four divisions:                                                         

- construction;                                                   

- employee benefits;                                              

- healthcare; and                                                 

- advanced risk management services.                              

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North American Retail's construction division specializes in providing risk     
management, insurance and surety bonding services to the construction industry. 
This division provides services to approximately 20% of the Engineering New     
Record Top 400 contractors (a listing of the largest 400 North American         
contractors based on revenue). Willis Corroon believes it is the largest        
construction insurance and surety broker (obtaining surety bonds, which         
guarantee the performance of a contractor's obligations under construction and  
other contracts) in North America. North American Retail's employee benefits    
division helps clients with the design and implementation of benefits and       
compensation plans. Its healthcare division provides insurance and consulting   
services to local healthcare professionals. Willis Corroon believes it is the   
fourth largest healthcare insurance broker/consultant in the United States.     
North American Retail's advanced risk management services division provides     
actuarial consulting, captive management services and a wide range of other risk
consulting activities to large clients.                                         

       Many of North American Retail's client relationships have existed for
decades, such as its relationships with AT&T, Texaco and GE Capital. In         
addition, Willis Corroon serves approximately 10% of the Fortune 1000 companies 
in the United States. In an independent 1998 survey covering 143 U.S. insurance 
brokers, Willis Corroon received the highest overall customer satisfaction      
rating.                                                                         

   During 1997, as part of the change program, North American Retail
introduced a new regional structure, with six regions in the United States and  
one region for Canada, designed to streamline the existing management structure,
focus more decision making closer to the customer, and reduce back office costs 
by concentrating administrative resources at the national and regional level.   
Additionally, North American Retail implemented specific programs designed to   
enhance revenues, such as increased cross-selling of products to its existing   
clients.                                                                        

U.S. WHOLESALE                                                    
(10% OF NORTH AMERICAN OPERATIONS 1998 OPERATING REVENUES)        

   The second, and much smaller, component of Willis Corroon's North
American operations is U.S. Wholesale. Wholesale brokering is typically         
transacted between two brokers or agents and occurs when a broker has a client  
with a risk coverage need that falls outside its area of expertise. In these    
cases, a broker may call in a wholesale broker with such specific expertise to  
place the business and then receive a fee.                                      

     U.S. Wholesale primarily serves its clients through three operating
entities. As a wholesale broker and program manager, Public Entities National   
Company provides access to specialized coverage for governmental entities,      
schools and other municipality and public entities. Willis Corroon believes that
the Stewart Smith Group is the fourth largest excess and surplus lines broker in
the United States, providing specialist advice and market expertise in property 
and casualty insurance placement in a variety of industries, including          
manufacturing, real estate/habitational, transportation, financial services,    
utilities, entertainment, aerospace and construction. Special Program           
Management, a unit of the Stewart Smith Group, is an industry leader for placing
specialty directors & officers coverage and related products to the             
high-technology industry. U.S. Wholesale's professional liability wholesale     
operation, Professional Liability Underwriting Management, was closed in the    
second quarter of 1998.                                                         

U.K. RETAIL                                                                     
(18% OF 1998 OPERATING REVENUES)                                                

     Willis Corroon's U.K. Retail operation provides risk management and
insurance brokerage services to clients in the U.K. through 28 offices located  
in the United Kingdom to industrial and individual clients. U.K. Retail arranges
similar risk management and insurance brokerage services for U.K.-based clients 
outside the United Kingdom through North American Retail, overseas subsidiaries 

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and associates. U.K. Retail has numerous long-standing relationships with both  
middle-sized and larger companies throughout the U.K., such as BAT Industries,  
British Steel and Cadbury Schweppes.                                            

      In 1997, U.K. Retail established three new divisions (Willis Corroon
Corporate, Willis Risk Solutions and Willis Corroon Commercial) to provide      
differentiated services according to client needs and buying preferences.       

   Willis Corroon Corporate provides a wide range of integrated risk
transfer and risk and loss management services to larger U.K.-based corporate   
clients. The division assists clients in reducing the cost of managing their    
risks by providing comprehensive risk management services, elements of which are
available on an "unbundled" basis if required.                                  

      Willis Risk Solutions is a professional services business delivering
expert solutions to major, typically multinational, corporate and professional  
clients with complex risk problems. Willis Risk Solutions service is tailored to
individual client needs and ranges from strategic risk assessment to            
transactional risk transfer and alternative risk financing solutions. The       
service includes the development and management of captive insurance companies, 
specialist insurance services, due diligence on mergers and acquisitions and    
project finance, and evaluating risks associated with new business ventures.    
Willis Risk Solutions is increasingly focused on providing more advisory and    
consulting services. Through Willis Risk Solutions, Willis Corroon is one of the
largest managers of captive insurance companies in Europe.                      

    Willis Corroon Commercial provides traditional insurance brokerage
services primarily to smaller companies. In a new venture announced in February 
1998, Willis Corroon Commercial stated that it would be entering into franchise 
partnerships with local U.K. insurance brokers to handle the insurance          
requirements of small companies and individuals, utilizing specialized          
electronic systems linking the franchised brokers directly to the commercial    
panel of insurance carriers. These small companies and individuals represent a  
very large market in the U.K. (more than 60% of commercial insurance premiums in
the U.K. are paid by companies with less than L10 million in revenue).          
Accordingly, Willis Corroon Commercial believes that the franchise program      
provides a significant opportunity for growth, and had ten franchise agreements 
in place at December 31, 1998. It expects to have 26 in place by the end of     
1999.                                                                           

         In addition to these services, U.K. Retail provides advice and services
to corporate and individual clients on personal finance matters such as pension 
planning and investment products through Willis National Limited, a joint       
venture in which Willis Corroon has a 51% interest and Abbey National has the   
remaining 49%, the second largest independent financial advisor in the United   
Kingdom, according to information published in MONEY MARKETING (August 7, 1997).

         U.K. Retail also has teams which provide services in numerous specialty
areas, such as construction, freight, credit insurance, transport, hotel and    
leisure, and professional indemnity through its other three divisions (Willis   
Construction Risk Specialists, Willis Corroon Cargo and Scotland/ Ireland).     

  During 1997, U.K. Retail completed the implementation of certain
structural changes initiated towards the end of 1996 under the change program,  
and reorganized into seven major divisions from its prior regional focus. In    
connection with the reorganization, U.K. Retail centralized most of its         
back-office functions, closed five offices and reduced headcount by             
approximately 13%. The change program continued in 1998 with rationalization.   

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GLOBAL SPECIALTIES                                                              
(22% OF 1998 OPERATING REVENUES)                                                

The Global Specialties unit provides specialist brokerage and 
consulting services to clients throughout the world for the risks of specific   
industrial and commercial activities. In these operations, Willis Corroon has   
extensive specialized experience handling diverse lines of coverage, including  
the complex insurance programs for insurance companies and Lloyd's syndicates,  
and acting as an intermediary between retail brokers and insurers. Global       
Specialties increasingly provides consulting services on risk management with   
the objective of assisting clients to reduce the overall cost of risk. Global   
Specialties serves clients in more than 100 countries, primarily from its U.K.  
offices, although the unit also serves clients from offices in the U.S.         

       The Global Specialties unit is organized into three distinct business
areas:                                                                          

- Global Broking Services;                                        

- Willis Corroon Aerospace; and                                   

- Willis Faber Marine.                                            

Global Broking Services provides solutions to problems in the 
industrial, financial and professional sectors for large, complex, unusual and  
niche risks around the world. Global Broking Services operates through five     
business sub-units. The Global Property and Casualty unit designs and obtains   
innovative property coverage solutions for large or unusual exposures in a      
variety of industries, including mining and metals, chemicals and               
pharmaceuticals, telecommunications, offshore energy and construction, refining,
power stations and other utilities, transport authorities and motor             
manufacturers and also handles the design, implementation and servicing of      
reinsurance protections for captive insurance companies. The Global Property and
Casualty unit also provides comprehensive liability programs for coverage       
against environmental liability, libel and slander, and medical malpractice. The
Global Financial Risks unit obtains directors and officers insurance, as well as
errors and omissions insurance for professional firms and other insurance       
brokers. The Global Financial Risks unit is also a leader in designing and      
obtaining insurance coverage for political risk, including confiscation and     
expropriation. Crime, computer fraud and unauthorized trading risks are also    
covered on a worldwide basis. The Fine Art, Jewelry, and Specie unit provides   
specialist risk management and insurance services to fine art, diamond and      
jewelry businesses and operators of armored cars. Coverage is also obtained for 
the physical risks of financial institutions and similar operations, including  
vault and bullion risks. The Contingency Risks unit specializes in producing    
packages to protect corporations, groups and individuals against special        
contingencies such as kidnap and ransom, extortion, detention, political        
repatriation and product contamination. The Bloodstock unit services the        
insurance needs of the bloodstock and livestock industry and also arranges the  
reinsurance of bloodstock and livestock related business of insurance companies 
worldwide.                                                                      

 Willis Corroon Aerospace is a market leader in the provision of
insurance brokerage and risk management services to clients in the aerospace    
industry, including aircraft manufacturers, air cargo handlers and shippers,    
airport managers and other general aviation companies. Advisory services        
provided by Aerospace include claims recovery and collections, contract and     
leasing risk management, safety services and markets information. Aerospace is a
leading provider of risk transfer and advisory services for space vehicle       
launches and is also a leading reinsurance broker of aerospace risks.           
Aerospace's clients are spread throughout the world and include 250 airlines and
more than 45% of the world's 30 leading non-American airports by passenger      
movement. Other clients include those introduced from other intermediaries as   
well as insurers seeking reinsurance.                                           

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   Willis Faber Marine provides marine insurance brokerage services,
including hull, cargo and general marine liabilities. Marine's clients include  
direct buyers, other insurance intermediaries and insurance and reinsurance     
companies. Marine insurance brokerage is Willis Corroon's oldest line of        
business. Other services of Marine include claims collection and recoveries.    

        Global Specialties is diversified from a geographical perspective. The
unit's 1998 revenues were generated in the following geographical regions: 27%  
in the U.K.; 22% in North America and the Caribbean; 26% in continental Europe; 
12% in Japan and the Far East; 5% in South America; 4% in the Middle East; and  
4% in the rest of the world. In addition, this unit is diversified from a       
customer perspective, with no client accounting for more than 2% of its revenues
in 1998.                                                                        

       Under the change program, in 1998 Global Specialties has, among other
things, reduced headcount by approximately 9%, merged its energy sub-unit into  
Global Broking Services to better focus its sales efforts and focused on        
cross-selling with Willis Corroon's other business lines.                       

GLOBAL REINSURANCE                                                              
(10% OF 1998 OPERATING REVENUES)                                                

    The Global Reinsurance unit, operating under the trade name Willis
Faber Re, provides international reinsurance brokerage services. These services 
are provided to insurance underwriters to reinsure all or a portion of the risks
insured by them and to reinsurance underwriters to further reinsure their risks.
Willis Corroon is one of the world's largest intermediaries for international   
reinsurance and has a significant market share in a number of major reinsurance 
markets. It is the largest reinsurance broker serving Japan.                    

         Global Reinsurance provides its clients, both insurance and reinsurance
companies, with reinsurance transaction services as well as ancillary services  
such as risk analysis, modeling and consulting. The unit also provides          
reinsurance brokerage services to healthcare professionals and institutions. The
U.K. operation represents clients in more than 90 countries and has             
long-standing relationships with leading insurers in Asia, Middle East, Latin   
America and in Western Europe. One such relationship, with The Tokio Marine and 
Fire Insurance Co., Limited, has existed for 100 years.                         

     Willis Corroon believes that from 1996 to 1998 premium rates in the
global reinsurance market have decreased annually by approximately 20%. Global  
Reinsurance is developing new sources of revenue in addition to its traditional 
reinsurance brokerage services, investing in new capabilities and expanding its 
global reach. For example, in 1998 Global Reinsurance established Cordis        
Consulting Limited to market its capabilities in actuarial and catastrophe      
modeling as consulting products rather than as a part of its reinsurance        
package, and acquired Mansfeld, Hubener & Partner GmbH to provide a local       
presence in Germany (the largest European reinsurance market). In 1997 Willis   
Corroon launched Willis Corroon Asset Management Limited which manages funds    
invested in a new class of financial instruments linked to insurance and        
reinsurance risks.                                                              

 Additionally, under the change program, Willis Corroon has been
integrating various reinsurance business units globally (eight business units   
have merged between 1995 and 1998 to culminate in the creation of Willis Faber  
Re) and has gained more synergy, teamwork, and sharing of knowledge among top   
professionals around the world. Additionally, the headcount in the Global       
Reinsurance's U.K. operations has been reduced by approximately 25% since 1995. 

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INTERNATIONAL                                                                   
(9% OF 1998 OPERATING REVENUES)                                                 

Willis Corroon's International unit consists of a network of  
subsidiaries and associates other than those in the U.S. or U.K. controlled by  
the other business units. These operations are located in 59 countries          
worldwide, consisting of 21 countries in Europe, 13 in the Asia/Pacific region  
and 25 elsewhere in the world. The services provided are generally focused      
according to the characteristics of each market and are not identical in every  
office, but generally include direct risk management and insurance brokerage,   
specialist and reinsurance brokerage and employee benefits consulting.          

    As part of its on-going strategy, Willis Corroon has significantly
strengthened International's market share and operations through a number of    
acquisitions and strategic investments in recent years. The most significant of 
these was the acquisition of a 33% interest in Gras Savoye, France's leading    
insurance broker and the ninth largest broker in the world. In addition, in     
January 1998, Willis Corroon's associate in Germany, C. Wuppesahl & Co.         
Assekuranzmakler, merged with Jaspers Industries Assekuranz GmbH & Co. KG to    
create Jaspers Wuppesahl, the third largest insurance broker in Germany in which
Willis Corroon now has an interest of approximately 45%.                        

         In July 1998, Willis Corroon acquired 50% of Gruppo Ital Brokers, which
will be merged with UTA Willis Corroon SpA, in which Willis Corroon has a 50%   
interest, creating the third largest broker in Italy. Willis Corroon also       
acquired a 30% interest in Assurandrgruppen the leading broker in Denmark. Also,
Willis Corroon has announced planned acquisitions in Venezuela. In addition, in 
1997 and 1998 Willis Corroon entered into a joint venture in Indonesia and      
increased its existing investments in Brazil, Sweden, Spain, Australia and      
Holland. Finally, Willis Corroon is the first non-Japanese broker to be awarded 
a domestic license in Japan. The investments in 1997 and 1998 have improved the 
market positions of Willis Corroon and its associates worldwide.                

        The following is a list of the associate investments currently held by
Willis Corroon:                                                                 

                                                        [Enlarge/Download Table]

               COMPANY                                       COUNTRY          % OWNERSHIP    
-----------------------------------------------------------  -----------  -------------------
                                                                                             
EUROPE                                                                                       
Gras Savoye & Cie                                            France                  33%     
Jaspers Wuppesahl Industrie                                                                  
  Assekuranz GmbH & Co., KG                                  Germany                 45%     
Assurandrgruppen A/S                                         Denmark                 30%     

ASIA/PACIFIC                                                                                 
Multi-Risk Consultants (Thailand) Limited                    Thailand                25%     
Willis Faber (Malaysia) Sdn Bhd                              Malaysia                30%     
Willis Faber Insurance Brokers (B) Sdn Bhd                   Brunei                  38%     

REST OF WORLD                                                                                
Al-Futtaim Willis Faber (Private) Limited                    Dubai                   49%     
Herzfeld & Levy S.A.                                         Argentina               20%     

  In connection with many of its investments in associates, Willis
Corroon retains rights to increase its ownership percentage of such associates  
over time, typically to a majority or 100% ownership position. In addition, in  
certain instances, the other owners of the associates have a right, typically   
pursuant to some price formula of revenues or earnings, to put some or all of   
their shares in the associates to Willis Corroon. See "Management's Discussion  
and Analysis of Financial Condition and Results of Operations--Liquidity and    
Capital Resources."                                                             

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        In addition to its strategic investments in associates, Willis Corroon
has acquired a controlling interest in a variety of smaller brokers. The        
following is a list of International subsidiaries in which Willis Corroon has a 
controlling interest:                                                           

                                                        [Enlarge/Download Table]

               COMPANY                                COUNTRY                % OWNERSHIP   
----------------------------------------------------  ------------------  -----------------
                                                                                           
EUROPE                                                                                     
Mansfeld, Hubener & Partner GmbH                      Germany                      100%    
Willis Corroon AB                                     Sweden                        74%    
Willis Corroon Gothia AB                              Sweden                        63%    
Willis Corroon Global Financial Risks AB              Sweden                        72%    
OY Willis Corroon AB                                  Finland                       74%    
Willis Corroon Italia SpA                             Italy                         50%    
S&C Willis Corroon Correduria de Seguros y                                                 
  Reaseguros SA                                       Spain                         60%    
Surplus Corredores de Reaseguros SA                   Spain                        100%    
Willis Corroon Corretores de Seguros Limitada         Portugal                     100%    
Willis Corroon (Management) Luxembourg SA             Luxembourg                   100%    
Willis Corroon Belgium SA                             Belgium                       80%    
Willis Corroon Nederlands BV                          Netherlands                  100%    
Willis Corroon Hellas (Insurance Brokers) SA          Greece                       100%    
Willis Corroon Kendriki SA                            Greece                       100%    
Willis Corroon CIS                                    Russia                       100%    
Willis Corroon Polska                                 Poland                        70%    
Willis Corroon sro                                    Czech Republic               100%    
Willis Corroon Hungary Kft                            Hungary                       80%    

ASIA/PACIFIC                                                                               
Willis Corroon China (Hong Kong) Ltd.                 Hong Kong                    100%    
Willis Corroon (Taiwan) Ltd.                          Taiwan                       100%    
Willis Corroon (Pte) Limited                          Singapore                    100%    

REST OF THE WORLD                                                                          
Willis Faber & Dumas (Mexico) Intermediario                                                
  de Reaseguro SA de CV                               Mexico                       100%    
Willis Faber Corretaje de Reaseguros                  Venezuela                    100%    
Willis Faber do Brasil Consultoria e Participacoes    Brazil                       100%    
  SA                                                                                       
York Willis Corroon Corretores de Seguros SA          Brazil                       100%    
Willis Faber Chile Limitada                           Chile                        100%    
Richard Oliver International Pty Ltd (formerly        Australia                    100%    
  Willis Corroon Richard Oliver Pty Ltd)                                                   
Willis Corroon Limited                                New Zealand                   99%    
Willis S.A.                                           Argentina                     60%    

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SIGNIFICANT SUBSIDIARIES                                                        

  Solely for purposes of compliance with Luxembourg Stock Exchange
listing requirements, the following sets forth certain information pertaining to
the significant subsidiaries (as defined by such exchange) of Willis Corroon    
(other than Willis Corroon Partners and Willis Corroon Corporation):            

                                                        [Enlarge/Download Table]

                                                      COUNTRY OF                                                   
                   COMPANY                           REGISTRATION                ACTIVITY             % OWNERSHIP  
----------------------------------------------  -----------------------  -------------------------  ---------------
                                                                                                                   
Willis Corroon Europe B.V.                            Netherlands             Holding Company               100%   
Willis Faber & Dumas Limited(1)                    England and Wales          Lloyd's Broker                100%   
Willis Corroon Limited(2)                          England and Wales          Lloyd's Broker                100%   
Willis Corroon Group Services Limited(3)           England and Wales          Service Company               100%   
Willis National Limited(4)                         England and Wales      Financial Intermediary             51%   
Friars Street Insurance Limited                        Guernsey               Captive Insurer               100%   

------------------------------                                                  

(1) Profit arising out of ordinary activities, after tax, for the financial year
ended December 31, 1997 amounted to L14.9 million and the amount of     
  dividends received from Willis Faber & Dumas Limited in the course of that
financial year was L14.0 million.                                       

(2) Profit arising out of ordinary activities, after tax, for the financial year
    ended December 31, 1997 amounted to L6.0 million and the amount of dividends
 received from Willis Corroon Limited in the course of that financial year
was L5.3 million.                                                       

(3) Profit arising out of ordinary activities, after tax, for the financial year
    ended December 31, 1997 amounted to L1.3 million. No dividends were received
  from Willis Corroon Group Services Limited in the course of that financial
year.                                                                   

(4) Willis National Limited did not trade during the financial year ended       
December 31, 1997.                                                      

       Willis Corroon Europe B.V. and Friars Street Insurance Limited do not
publish separate financial statements.                                          

      Willis Corroon Corporation shareholders' equity at December 31, 1998
consisted of 10,000 authorized shares of common stock, par value $0.01 per      
share, of which 3,339 shares were issued and outstanding. Other than            

- the senior credit facilities,                                   

- the outstanding notes and                                       

- intercompany notes,                                             

all as disclosed in this prospectus, Willis Corroon Corporation has no other    
long-term debt.                                                                 

    Willis Corroon Partners' capital at December 31, 1998 consisted of
partnership interests of which Willis Corroon Group has a 99.9% interest and    
Willis Group Limited has a 0.1% interest. Other than                            

- the guarantee of the senior credit facilities,                  

- the guarantee of the outstanding notes and                      

- intercompany notes,                                             

all as disclosed in this prospectus, Willis Corroon Partners has no other       
long-term debt.                                                                 

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SEGMENT INFORMATION                                                             

         The following tables show total operating revenues of Willis Corroon by
category of activity and geographical location for each of the three years ended
December 31, 1998. The information has been prepared in accordance with U.K.    
GAAP.                                                                           

                                                        [Enlarge/Download Table]

                                                                                         YEAR ENDED DECEMBER 31,    
                                                                                     -------------------------------
                                                                                                                    
TOTAL OPERATING REVENUES                                                               1996       1997       1998   
-----------------------------------------------------------------------------------  ---------  ---------  ---------


                                                                                              (L MILLIONS)          
                                                                                                                    
BY ACTIVITY                                                                                                         
Continuing operations -- Insurance brokering and risk management...................     L725.0     L692.0     L718.0
Discontinued operations -- Underwriting (Sovereign/Willis Faber (Underwriting                                       
  Management)).....................................................................        5.7        2.0        0.2
                                                                                     ---------  ---------  ---------
                                                                                         730.7      694.0      718.2
                                                                                     ---------  ---------  ---------
                                                                                     ---------  ---------  ---------
BY GEOGRAPHICAL AREA(1)                                                                                             
United Kingdom.....................................................................      319.5      305.1      305.3
North America......................................................................      371.3      336.6      351.4
Rest of the World..................................................................       39.9       52.3       61.5
                                                                                     ---------  ---------  ---------
                                                                                         730.7      694.0      718.2
                                                                                     ---------  ---------  ---------
                                                                                     ---------  ---------  ---------

------------------------------                                                  

(1) The geographical analysis is based on the location of the operating         
  subsidiaries which does not necessarily reflect the original source of the
business.                                                               

CUSTOMERS                                                                       

   Willis Corroon's clients operate on a global and local scale in a
multitude of businesses and industries throughout the world and generally range 
in size from major multinational corporations to middle market companies.       
Further, many of Willis Corroon's client relationships span decades, such as its
20-year relationship with Allied Signal Inc. and its relationship with The Tokio
Marine and Fire Insurance Co., Limited which dates back 100 years. In the United
States, Willis Corroon serves approximately 10% of the Fortune 1,000 companies, 
with an average relationship of more than ten years. No one client accounted for
more than 2% of revenues for fiscal year 1998 and Willis Corroon's 80 largest   
clients accounted for less than 10% of 1998 revenues. Additionally, Willis      
Corroon places insurance with over 4,000 insurance carriers, none of which      
individually accounted for more than 8% of the total premiums placed by Willis  
Corroon on behalf of its clients in 1998.                                       

EMPLOYEES                                                                       

         At December 31, 1998, Willis Corroon had approximately 9,400 employees,
including approximately 3,900 in the U.K., 4,400 in the U.S. and 1,100 in the   
rest of the world and its associates had approximately 2,600 employees. Willis  
Corroon is not involved in any material dispute with employees and management   
believes that relations with employees are good.                                

COMPETITION                                                                     

      Willis Corroon faces competition in all fields in which it operates.
Competition in the insurance brokering and risk management businesses is based  
on global capability, product breadth, innovation, quality of service and price.
Willis Corroon competes with the two other providers of global risk management  
services as well as with numerous regional and local firms. Insurance companies 
also compete with Willis Corroon's brokers by directly soliciting insureds      
without the assistance of an independent broker or agent. Competition for       
premiums is intense in all Willis Corroon's business lines and in every         
insurance market. Competition on premium rates has also exacerbated the         
pressures caused by a continuing reduction in demand in some classes of         
business. For example, insurers are                                             

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currently retaining a greater proportion of their risk portfolios than          
previously. Industrial and commercial companies are increasingly relying upon   
captive insurance companies, self-insurance pools, risk retention groups, mutual
insurance companies and other mechanisms for funding their risks, rather than   
buying insurance. Willis Corroon provides management and similar services for   
such alternative risk transfer programs. Additional competitive pressures arise 
from the entry of new market participants, such as banks, accounting firms and  
insurance carriers themselves, offering risk management or transfer services.   
Willis Corroon believes that it is well-positioned to compete across the breadth
of the products and services Willis Corroon offers.                             

REGULATION                                                                      

Many of Willis Corroon's activities are subject to regulatory 
supervision in the various countries and jurisdictions in which they are based  
or undertaken. In the United Kingdom, many Company entities are subject to      
regulatory supervision. For example, Lloyd's brokers are regulated by the       
Council of Lloyd's and, together with the insurance broking subsidiaries, are   
regulated pursuant to the Insurance Brokers (Registration) Act 1977. In         
addition, Willis National and Willis Corroon Asset Management Limited are       
regulated by the Financial Services Authority pursuant to the provisions of the 
Financial Services Act 1986. Finally, the insurance companies which are in      
run-off are regulated by HM Treasury.                                           

   The Society of Lloyd's and Financial Services Authority generally
regulate the conduct of business and financial position of their respective     
members through the establishment of required levels of net worth and other     
financial criteria; Lloyd's by-laws and Financial Services Authority rules      
describe the methods by which Lloyd's brokers, independent financial advisors   
and investment managers, respectively, shall conduct business. The Insurance    
Brokers (Registration) Act requires, among other things, that insurance brokers 
be enrolled with a central professional body and comply with its rules in the   
conduct of their business. The Insurance Brokers (Registration) Act and Lloyd's 
generally requires that Willis Corroon maintain amounts of fiduciary cash in    
regulated bank accounts subject to guidelines which generally emphasize capital 
preservation and liquidity.                                                     

    Willis Corroon's activities in connection with insurance brokering
services and third party administration within the United States are subject to 
regulation and supervision by state authorities. Although the scope of          
regulation and form of supervision may vary from jurisdiction to jurisdiction,  
insurance laws in the United States are often complex and generally grant broad 
discretion to supervisory authorities in adopting regulations and supervising   
regulated activities. Such supervision generally includes the licensing of      
insurance brokers and agents and third party administrators and the regulation  
of the handling and investment of client funds held in a fiduciary capacity.    
Willis Corroon's continuing ability to provide insurance brokering and third    
party administration in the jurisdictions in which it currently operates is     
dependent upon its compliance with the rules and regulations promulgated from   
time to time by the regulatory authorities in each of these jurisdictions.      

      All companies carrying on similar activities in a given jurisdiction
are subject to such regulation, and Willis Corroon does not consider that such  
controls adversely affect its competitive position.                             

PROPERTIES                                                                      

  Willis Corroon owns and leases a number of properties for use as
offices throughout the world and believes that its properties are generally     
suitable and adequate for the purposes for which they are used. The principal   
properties are located in the United Kingdom and the United States. Willis      
Corroon's headquarters at Ten Trinity Square in London is a landmark building   
owned by Willis Corroon. Willis Corroon Corporation's principal office in the   
United States is at 26 Century Boulevard, Nashville, Tennessee, a leasehold     
property.                                                                       

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LEGAL PROCEEDINGS                                                               

      GENERAL.  Willis Corroon has extensive operations and Willis Corroon
and its subsidiaries are subject to claims and litigation in the ordinary course
of business resulting principally from alleged errors and omissions in          
connection with their businesses. Most of the claims are covered by professional
indemnity insurance and many of the defenses to these claims are being conducted
by Willis Corroon's insurers. In respect of any self-insured deductibles        
applicable to such claims, Willis Corroon has established provisions which are  
believed to be adequate in the light of current information and legal advice.   
These provisions may be adjusted from time to time according to developments.   
Willis Corroon does not expect the outcome of such claims, either individually  
or in the aggregate, to have a material effect on Willis Corroon's operations or
financial position.                                                             

       SOVEREIGN/WILLIS FABER (UNDERWRITING MANAGEMENT).  Sovereign Marine &
General Insurance Company Limited (in provisional liquidation), a wholly owned  
subsidiary of Willis Corroon Group, operated as an insurance company in the U.K.
and from 1972 Sovereign's underwriting activities were managed by another wholly
owned subsidiary of Willis Corroon Group, Willis Faber (Underwriting Management)
Limited. Willis Faber (Underwriting Management) also provided underwriting      
agency and other services to the third-party insurance companies called the     
stamp companies, some of which are long-standing clients of Willis Corroon. As  
an underwriting agent, Willis Faber (Underwriting Management) did not retain any
underwriting risks for its own account. As part of its services as agent, Willis
Faber (Underwriting Management) arranged insurance and reinsurance business on  
behalf of Sovereign and the stamp companies in the following main classes of    
insurance: marine, non-marine, casualty and aviation. Willis Faber (Underwriting
Management) also arranged for reinsurance for Sovereign and the stamp companies 
through third party brokers, as well as through brokers within Willis Corroon.  
In 1991, Sovereign ceased underwriting new business and Willis Faber            
(Underwriting Management) ceased arranging new business on behalf of Sovereign  
and the stamp companies. Since that time, Willis Faber (Underwriting Management)
has been administering the business it arranged on behalf of Sovereign and the  
other stamp companies, referred to as handling the "run-off" of the business.   

    In July 1997, an unexpected adverse arbitration award was rendered
against Sovereign in respect of a dispute between Sovereign and one of its      
reinsurers regarding the enforceability of certain reinsurance that Willis Faber
(Underwriting Management) had arranged. The award is confidential and           
non-binding as to third parties. As a result of the award, the directors of     
Sovereign determined that Sovereign could not continue to trade unless Willis   
Corroon Group provided unlimited financial support. The directors of Willis     
Corroon Group decided that, in the interests of Willis Corroon Group's          
shareholders, such support for Sovereign could not be justified. Accordingly,   
Sovereign was placed into provisional liquidation on July 11, 1997. It is       
expected that the provisional liquidators and Sovereign's creditors will        
ultimately enter into an arrangement that will resolve Sovereign's liabilities  
and its creditors' claims and provide for the orderly winding up of Sovereign's 
business, although there can be no assurance that this will be the case. Willis 
Corroon and the provisional liquidators have agreed to certain arrangements,    
including the new structure to replace Willis Faber (Underwriting Management)   
described below, for the future run-off of the Sovereign business. Willis       
Corroon has similar agreements with certain of the stamp companies regarding    
arrangements for, and funding the costs of, the ongoing run-off of Sovereign.   

    Willis Faber (Underwriting Management) made provisions in 1991 and
Willis Corroon made provisions in 1995, in each case to cover the estimated     
expenses for administering the run-off by Willis Faber (Underwriting Management)
which, based on the knowledge at that time, were expected to cover the handling 
of the run-off to 2025. At December 31, 1998, the remaining provisions for these
costs were L20.8 million. Although the run-off of this business is expected to  
be conducted in an orderly manner, it may ultimately prove to be a lengthy and  
expensive process. As indicated above, Willis Corroon, the                      

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provisional liquidators and certain of the stamp companies have entered into    
arrangements pursuant to which a new subsidiary of Willis Corroon now provides  
run-off services. Those services have in turn been sub-contracted to a third    
party with experience in running off pools with an insolvent member. In the case
of the provisional liquidators, the services are provided directly by such third
party to Sovereign. The arrangement with the provisional liquidators and the    
arrangements with certain of the stamp companies include the agreement by Willis
Corroon to fund, subject to certain agreed guidelines as to timing and amount,  
certain costs of the ongoing run-off. The amounts to be funded under the        
arrangements are currently within the aggregate of the provisions as of December
31, 1998. However, there can be no assurance that the provisions will be        
adequate to cover the actual run-off costs over time.                           

       Following the publication of the adverse arbitration award, Sovereign
and certain of the stamp companies have expressed concern about the             
enforceability of other reinsurance put in place by Willis Faber (Underwriting  
Management) on behalf of Sovereign and the stamp companies. In addition, a      
reinsurer which participates on numerous reinsurance contracts has advised      
Sovereign, the stamp companies and Willis Faber (Underwriting Management) that  
it is in the process of adopting a number of legal positions, similar to those  
taken in the Sovereign arbitration, with the intended effect of having its      
contractual obligations under the reinsurance contracts reassessed with respect 
to enforceability and amount. Accordingly, there can be no assurance that there 
will be no further arbitration or litigation with respect to reinsurance        
arranged by Willis Faber (Underwriting Management). The provisional liquidators 
and the stamp companies have generally reserved their rights in respect of      
potential claims, and Willis Faber (Underwriting Management), Willis Corroon    
Group and certain broking subsidiaries of Willis Corroon Group are in the       
process of negotiating standstill agreements which will preserve the rights of  
such potential claimants with respect to their possible claims while            
circumstances are being investigated. Although the Sovereign arbitration award  
is non-binding as to third parties, other arbitrations may arise in the future. 
Further, if the provisional liquidators or the stamp companies determine that   
they have valid claims against Willis Corroon Group, they may seek to bring     
claims directly against Willis Corroon Group and hold it responsible for the    
liabilities of its subsidiaries. Although such claims are generally difficult to
successfully maintain under English law, there can be no assurance that claims  
will not be made or, if made, that such claims could not succeed. Claims could  
also be made against Willis Faber (Underwriting Management) and broking         
subsidiaries that arranged reinsurance on behalf of Sovereign and the stamp     
companies. Those Willis Corroon companies with insurance protection have        
notified their insurance providers of certain potential claims. Willis Corroon  
Group and its subsidiaries have not made any financial provisions in respect of 
possible future claims in respect of reinsurance placed by Willis Faber         
(Underwriting Management). Willis Corroon Group does not know whether any such  
claims will be made; the validity and amount of such claims and the extent, if  
any, to which they will be covered by insurance, after giving effect to the     
applicable deductibles, exclusions and limits, can be assessed only when and if 
such claims are made.                                                           

         Willis Corroon Group and its subsidiaries plan to continue to deal with
the foregoing matters in a manner designed to assist an orderly run-off of the  
obligations of Sovereign and of the other stamp companies while limiting the    
costs of resolution. It is possible that the foregoing matters or other         
circumstances may lead Willis Corroon Group to place Willis Faber (Underwriting 
Management) in provisional liquidation. Willis Corroon Group does not believe   
the resolution of these matters, including any possible provisional liquidation 
of Willis Faber (Underwriting Management), will have a material adverse impact  
on its consolidated results of operation or financial condition, although there 
can be no assurance this will be the case. However, if our consolidated results 
of operations or financial conditions are adversely affected, Willis Corroon    
Group may not be able to make payments under its guarantee.                     

        PENSION REVIEW.  For a description of the implications of the "pension
transfers and opt-outs review" initiated by the U.K. government, see "Risk      
Factors--U.K. Pension Review."                                                  

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       HUGHES LITIGATION.  In September 1990, Hughes Aircraft Co. filed suit
in Los Angeles County Superior Court against certain London insurance companies,
seeking coverage for environmental liabilities associated with groundwater      
contamination at its Tucson, Arizona facility. Also named as a defendant was    
Stewart Smith West, Inc., which is a subsidiary of Willis Corroon Group and the 
successor to Haidinger Hayes, Inc., a surplus line broker that assisted in the  
acquisition by Hughes Aircraft of various excess liability policies from 1952 to
1965. In addition, Willis Faber Property Holdings Limited, the successor to a   
London broker which assisted in the acquisition of the excess policies and which
is an indirect subsidiary of Willis Corroon Group, has been brought into the    
suit. The claims against Stewart Smith and Willis Faber alleged that Stewart    
Smith and Willis Faber failed to preserve the identity of insurers participating
in excess general liability insurance placed on Hughes Aircraft's behalf during 
the period from 1952 to 1965. Hughes Aircraft alleged that Stewart Smith and    
Willis Faber should bear any liability that Hughes Aircraft's insurers, whose   
identities are unknown, would have borne, due to the alleged breach of duty by  
the two subsidiaries of Willis Corroon Group in failing to retain the identity  
of the insurers. In addition, Hughes Aircraft has asserted a claim for $6       
million, alleging that Stewart Smith should pay for the costs it has incurred in
attempting to reconstruct the missing policies.                                 

      In May 1998, the judge ordered a bifurcation of the case under which
the claim against Willis Faber was tried separately from the claims against     
Stewart Smith. On June 4, 1998, a jury found in favor of Hughes Aircraft in its 
case against Willis Faber, finding that Willis Faber failed to retain the       
identity of the excess general liability insurers. Judgment was entered on this 
verdict, subject to appeal. The judgment requires Willis Faber to bear any      
liability that Hughes Aircraft's insurers, whose identities are unknown, would  
have borne. However, the judgment does not address the issue of causation, i.e.,
whether the conduct of Willis Faber actually caused injury to Hughes Aircraft.  
This issue will turn on a number of factors, including, without limitation,     
whether Hughes' Aircraft ultimate exposure in relation to underlying claims made
against it implicates the "missing" coverage. While the claim against Stewart   
Smith is dependent upon different facts than the claim against Willis Faber,    
evidence presented in the Willis Faber case has already established that Stewart
Smith did receive the currently missing information as to the identity of the   
excess general liability insurers from Willis Faber. On October 16 and 20, 1998,
the trial judge heard and subsequently granted two motions on behalf of Hughes  
Aircraft in relation to the Stewart Smith action. The judge granted Hughes      
Aircraft's motion for the summary adjudication that Stewart Smith had breached a
duty to retain in perpetuity the identity and percentages of excess insurance   
procured by Stewart Smith for Hughes Aircraft. The judge also granted a motion  
in limine to preclude any evidence or argument that Hughes Aircraft is          
comparatively negligent.                                                        

        On October 30, 1998, a settlement in principle was reached with Hughes
Aircraft, with the involvement and prior approval of Willis Corroon's errors and
omissions insurer. Under the settlement in principle:                           

             (a) a final, non-appealable judgment has been entered against
Willis Faber;                                                     

                (b) a declaratory judgment, which Willis Corroon will explicitly
have the right to appeal, has been entered against Stewart Smith; 

              (c) payment of $3.5 million has been made, L1 million of which
    has been funded by the Company in respect of the deductible applicable
 under the pertinent errors and omissions insurance policy described
 below, and the balance of which has been funded by Willis Corroon's
errors and omissions insurer; and                                 

               (d) Hughes Aircraft has agreed that it may recover no more than
    L13 million against both Willis Faber and Stewart Smith for toxic tort
     claims, known or unknown, relating to any of the Hughes Aircraft sites.

       Willis Corroon expects a final, definitive settlement agreement to be
executed in the near future. Willis Corroon has an errors and omissions         
insurance policy with limits of L20 million, which have been eroded to some     
extent by the expenses of defending this litigation to date, and a L1 million   

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deductible. Willis Corroon believes that its errors and omissions insurer, into 
which this risk has been reinsured and which has assumed and controlled the     
defense of this litigation, is obligated to pay under this policy in response to
any claims submitted and properly established by Hughes Aircraft, up to the     
agreed-upon L13 million cap described above.                                    

        BACCALA & SHOOP.  Prior to 1984, Baccala and Shoop Insurance Services,
a subsidiary of Willis Corroon Group, acted as managing general agent for       
certain insurance issuing companies, including three subsidiaries of The        
Hartford Financial Services Group, Inc. Since Baccala and Shoop ceased active   
operations in 1983, issuing companies (including Hartford) have notified Baccala
and Shoop of potential errors and omissions claims against Baccala and Shoop. In
August 1987, Baccala and Shoop, the Issuer and Hartford entered into a          
Standstill Agreement, amended in 1994, pursuant to which the statutes of        
limitations on Hartford's claims against Baccala and Shoop were tolled          
indefinitely in exchange for Hartford's agreement to forbear filing complaints  
against Baccala and Shoop based on such potential claims. Since 1983, Willis    
Corroon has paid approximately $7.9 million in settlement of errors and         
omissions claims brought by certain other issuing companies, including issuing  
companies that went into liquidation. There has been no notification of         
additional potential claims from Hartford or other issuing companies since 1992.
Hartford has not stated what it believes to be its total aggregate losses       
potentially attributable to Baccala and Shoop. For accounting purposes, the     
Issuer has established provisions in connection with the Baccala and            
Shoop-related claims, and believes such provisions to be adequate. However,     
there can be no assurance that the provisions will be adequate to cover claims  
over time.                                                                      

ENFORCEABILITY OF CIVIL LIABILITIES                                             

    Willis Corroon Group is a company with limited liability organized
under the laws of England and Wales. Certain of the directors and executive     
officers of Willis Corroon Group and its subsidiaries, and certain of the       
independent auditors named in this prospectus, are non-residents of the United  
States and all or a substantial portion of the assets of Willis Corroon Group   
and such persons are located outside the United States. As a result, it may not 
be possible for investors to effect service of process within the United States 
upon Willis Corroon Group or such persons, or to enforce against any of them    
judgments of U.S. courts predicated upon civil liabilities under U.S. federal   
securities laws. Willis Corroon Group has been advised by its English           
solicitors, Clifford Chance, that there is also doubt as to the enforceability  
in England in original actions, or in actions for the enforcement of judgments  
of U.S. courts, of liabilities that are predicated upon the civil liabilities   
provisions of the federal securities laws of the United States.                 

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MANAGEMENT

DIRECTORS OF TA I LIMITED, TA II LIMITED, TA III PLC AND TRINITY ACQUISITION    

  The following table sets forth certain information regarding the
directors of TA I Limited, the ultimate parent of Willis Corroon Group, as well 
as TA II Limited, TA III plc and Trinity Acquisition (ages as of December 31,   
1998).                                                                          

                                                        [Enlarge/Download Table]

NAME                                                    AGE                 POSITION                            
------------------------------------------------------  ------------------  ------------------------------------
                                                                                                                
Henry R. Kravis                                         55                  Director                            
George R. Roberts                                       55                  Director                            
Perry Golkin                                            45                  Director                            
Todd A. Fisher                                          33                  Director                            
Scott C. Nuttall                                        26                  Director                            
John Reeve                                              54                  Director                            
James R. Fisher                                         43                  Director                            
Raymond G. Viault                                       54                  Director                            

    Henry R. Kravis is a founding partner of KKR and, since January 1,
1996, has been a managing member of KKR & Co. L.L.C., the limited liability     
company which is the general partner of Kohlberg Kravis Roberts & Co. L.P. Mr.  
Kravis is also a general partner of KKR Associates, L.P. and a director of      
Accuride Corporation, Amphenol Corporation, Borden, Inc., The Boyds Collection, 
Ltd., BRW Acquisition, Inc., Evenflo Company, Inc., The Gillette Company, IDEX  
Corporation, KinderCare Learning Centers, Inc., KSL Recreation Corporation,     
MedCath Incorporated, Neway Anchorlok International Inc., Owens-Illinois, Inc., 
PRIMEDIA, Inc., Randalls Food Markets, Inc., Regal Cinemas, Inc., Safeway Inc., 
Sotheby's Holdings, Inc., Spalding Holdings Corporation, TI Group plc and U.S.  
Natural Resources, Inc.                                                         

      George R. Roberts is a founding partner of Kohlberg Kravis Roberts &
Co. L.P. and, since January 1, 1996, has been a managing member of KKR & Co.    
L.L.C. Mr. Roberts is also a general partner of KKR Associates, L.P. and a      
director of Accuride Corporation, Amphenol Corporation, Borden, Inc., The Boyds 
Collection, Ltd., BRW Acquisition, Inc., Evenflo Company, Inc., IDEX            
Corporation, KinderCare Learning Centers, Inc., KSL Recreation Corporation,     
MedCath Incorporated, Neway Anchorlok International Inc., Owens-Illinois Group, 
Inc., Owens-Illinois, Inc., PRIMEDIA, Inc., Randalls Food Markets, Inc., Regal  
Cinemas, Inc., Safeway Inc., Spalding Holdings Corporation and U.S. Natural     
Resources, Inc.                                                                 

     Perry Golkin has been a member of KKR & Co. L.L.C. since January 1,
1996. Mr. Golkin was a general partner of Kohlberg Kravis Roberts & Co. L.P.    
from 1995 to January 1996. Prior to 1995, he was an executive of Kohlberg Kravis
Roberts & Co. L.P. He is a general partner of KKR Associates, L.P. He is a      
member of the board of directors of BRW Acquisition, Inc., PRIMEDIA, Inc., RR   
Holding Company Ltd. and Walter Industries, Inc.                                

       Todd A. Fisher has been an executive of Kohlberg Kravis Roberts & Co.
L.P. since June 1993. Mr. Fisher was an associate at Goldman Sachs & Co. from   
July 1992 to June 1993. He is a member of the board of directors of Accuride    
Corporation, Layne Christensen Company and BRW Acquisition, Inc.                

         Scott C. Nuttall has been an executive of Kohlberg Kravis Roberts & Co.
L.P. since November 1996. Mr. Nuttall was an executive at The Blackstone Group  
from January 1995 to November 1996. Prior to 1995, he attended the Wharton      
School of Business at the University of Pennsylvania.                           

     John Reeve joined the board of directors of Willis Corroon Group on
September 19, 1995 and became Executive Chairman of Willis Corroon Group on     
December 1, 1995. He was managing director of Sun Life Corporation plc between  
April 1989 and October 1995. He is also a non-executive director of             

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Temple Bar Investment Trust plc and a member of the executive committee and     
board of directors of the International Insurance Society, Inc.                 

         James R. Fisher heads Fisher Capital Corp. LLC. From 1986 through March
1997, Mr. Fisher was a senior executive of American Re Corporation and served   
most recently as Senior Vice President and Chief Financial Officer of American  
Re-Insurance Company and America Re Corporation, President of American Re       
Financial Products, and President and Chief Executive Officer of American Re    
Asset Management.                                                               

         Raymond G. Viault joined the board of directors of Willis Corroon Group
on January 1, 1997 and resigned on October 30, 1998. He has been vice chairman  
and a director of General Mills, Inc., since January 1996. He was formerly the  
president and chief executive officer of Kraft Jacobs Suchard.                  

         TA I Limited, TA II Limited, TA III plc and Trinity Acquisition have no
executive officers. Mr. Kravis and Mr. Roberts are first cousins.               

DIRECTORS AND EXECUTIVE OFFICERS OF WILLIS CORROON GROUP                        

  The following table sets forth certain information regarding the
directors and executive officers of Willis Corroon Group (ages as of December   
31, 1998).                                                                      

                                                        [Enlarge/Download Table]

NAME                                     AGE      POSITION                                                              
-----------------------------------  -----------  ----------------------------------------------------------------------
                                                                                                                        

John Reeve                                   54   Executive Chairman; Director                                          

Richard J. S. Bucknall                       50   Chief Executive of Global Specialties (excluding                      
                                                  Willis Faber Re), also Executive responsible for discontinued U.K.    
                                                  underwriting activities; Director                                     

Michael P. Chitty                            47   Company Secretary                                                     

Thomas Colraine                              40   Group Finance Director; Director                                      

Brian D. Johnson                             56   Executive responsible for North American Retail;                      
                                                  Director                                                              

Patrick Lucas                                59   Managing Partner of Gras Savoye; Non-executive Director               

George F. Nixon                              58   Chairman of U.K. Retail and Executive                                 
                                                  responsible for Willis Corroon International                          
                                                  Holdings-Europe; Director                                             

John M. Pelly                                45   Chairman of Willis Faber Re; Director                                 

Kenneth H. Pinkston                          56   Group Executive Director responsible for                              
                                                  North American Retail, U.S. Wholesale, Asia-Pacific                   
                                                  and rest of the world; Director                                       

       Richard J.S. Bucknall joined the board of directors of Willis Corroon
Group on November 1, 1998. He has been chief executive of Willis Corroon's      
Global Specialties unit since 1998 and has also been the executive responsible  
for discontinued U.K. underwriting since 1998. Mr. Bucknall has 32 years of     
experience in the insurance brokerage industry, of which 13 years have been at  
Willis Corroon.                                                                 

     Michael P. Chitty has been Company Secretary since January 1, 1995.
From April 1983 to October 1990 he was Secretary and from October 1990 to       
December 1994 he was Joint Secretary. Mr. Chitty has 22 years of experience in  
the insurance brokerage industry, all 22 years of which have been at Willis     
Corroon.                                                                        

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     Thomas Colraine has been the Group Finance Director since September
1997 and joined the board of directors of Willis Corroon Group on August 31,    
1997. From January 1995 to October 1996, he was chief financial officer of      
Willis Corroon's North American Operations and was change program director from 
October 1996 to September 1997. Mr. Colraine has 10 years of experience in the  
insurance brokerage industry, all 10 years of which have been at Willis Corroon.

        Brian D. Johnson joined the board of directors of Willis Corroon Group
on January 1, 1993. He is an actuary and has been the executive responsible for 
Willis Corroon's North American retail activities since 1997. Mr. Johnson has 35
years of experience in the insurance brokerage industry, of which 33 years have 
been at Willis Corroon.                                                         

        Patrick Lucas joined the board of directors of Willis Corroon Group on
April 15, 1998 as a non-executive director. He has been Managing Partner of Gras
Savoye since 1991, and Chairman and Chief Executive Officer of Gras Savoye S.A. 
and Gras Savoye Reassurance since 1979 and 1976 respectively. He is a former    
Chairman of the Federation Francaise des Courtiers en Assurance (the French     
professional organization of insurance brokers). Mr. Lucas has 33 years of      
experience in the insurance brokerage industry.                                 

       George F. Nixon joined the board of directors of Willis Corroon Group
on January 1, 1993. He has been the executive responsible for Willis Corroon's  
U.K. retail activities since 1988 and has been chairman of the Company's        
European Retail Advisory Board since 1993. He is also a director of World       
Insurance Network Limited. Mr. Nixon has 42 years of experience in the insurance
brokerage industry, of which 34 years have been at Willis Corroon.              

        John M. Pelly joined the board of directors of Willis Corroon Group on
November 1, 1998. He has been chairman and chief executive of Willis Faber Re   
since 1997. Mr. Pelly has 26 years of experience in the insurance brokerage     
industry, all 26 years of which have been at Willis Corroon.                    

     Kenneth H. Pinkston joined the board of directors of Willis Corroon
Group on January 1, 1993. He has had executive overview responsibility for North
American Retail since 1995, for U.S. Wholesale since 1993 and for Asia-Pacific  
and the rest of the world since 1997. He is also a director of SunTrust Bank,   
Nashville. Mr. Pinkston has 35 years of experience in the insurance brokerage   
industry, of which 27 years have been at Willis Corroon.                        

DIRECTORS AND EXECUTIVE OFFICERS OF WILLIS CORROON CORPORATION                  

  The following table sets forth certain information regarding the
directors and executive officers of Willis Corroon Corporation (ages as of      
December 31, 1998).                                                             

                                                        [Enlarge/Download Table]

NAME                                     AGE      POSITION                                                              
-----------------------------------  -----------  ----------------------------------------------------------------------
                                                                                                                        

Kenneth H. Pinkston                          56   Group Executive Director responsible for North American               
                                                  Retail, U.S. Wholesale, Asia-Pacific and rest of the world;           
                                                  Director;                                                             

Brian D. Johnson                             56   Executive responsible for North American Retail; Director             

Charles D. Hamilton                          43   Senior Vice President, Director of Finance and                        
                                                  Administration; Director                                              

Bart R. Schwartz                             46   Senior Vice President, Corporate Secretary and General                
                                                  Counsel; Director                                                     

Kimberly G. Windrow                          41   Senior Vice President, Director of Human Resources,                   
                                                  North America; Director                                               

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      Charles D. Hamilton joined Willis Corroon Corporation on October 27,
1986 as a risk management consultant. On January 1, 1989 he became Vice         
President and Chief Financial Officer of Public Entities National Company and   
Willis Corroon Corporation's US wholesale operation. He became Vice President   
and Chief Administrative Officer of Willis Corroon Corporation in March 1995. He
became Senior Vice President and Chief Financial Officer of Willis Corroon      
Corporation on October 1, 1996 and on February 2, 1997 he became Senior Vice    
President and Chief Financial Officer of Willis Corroon North America.          

        Bart R. Schwartz joined Willis Corroon Corporation on July 25, 1994 as
Senior Vice President and Deputy General Counsel. On January 1, 1995 he became  
Senior Vice President of Willis Corroon Corporation and Assistant Secretary of  
Willis Corroon Group. On May 21, 1996 he became Senior Vice President, Secretary
and General Counsel of Willis Corroon Corporation, a position he still holds.   

       Kimberly G. Windrow joined Willis Corroon Corporation on June 6, 1988
as Human Resource Manager. On January 1, 1992 she became Employee Relations     
Manager. On May 21, 1996, she became Human Resource Services Director. On       
October 1, 1997 she became Human Resource Director and on January 26, 1999, she 
became Senior Vice President for Willis Corroon Corporation. She is also a      
director of Willis Corroon Corporation.                                         

DIRECTORS AND EXECUTIVE OFFICERS OF WILLIS CORROON PARTNERS                     

         Willis Corroon Partners has no directors or executive officers, and its
operations are managed solely by its general partners.                          

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS OF WILLIS CORROON GROUP AND    
WILLIS CORROON CORPORATION                                              

         The aggregate compensation paid to all directors and executive officers
of Willis Corroon Group and Willis Corroon Corporation, who held office during  
1998, for services in such capacities for the year ended December 31, 1998 was  
L3,078,862, which included contributions made to the pension plans in respect of
such directors and executive officers of Willis Corroon Group and Willis Corroon
Corporation of L564,621. For the year ended December 31, 1998, the highest paid 
director received L744,472, including pension plan contributions of             
approximately L220,000.                                                         

   Each non-executive director of Willis Corroon Group who is not an
employee of Willis Corroon received an aggregate annual fee of either L21,000 or
$39,000, payable in quarterly installments, for the year ended December 31,     
1998. Also, such directors receive attendance fees of L500 or $925 for committee
meetings of Willis Corroon Group's board (L1,000 or $1,600 if they are Chairman 
of the committee) and a daily travel allowance of L650 or $1,000 for attending  
meetings of the board or its committees outside their country of residence.     
Directors who are also employees of Willis Corroon receive no remuneration for  
serving as directors.                                                           

   The compensation and other employment terms and conditions of the
directors of Willis Corroon Group was determined in 1998 by the remuneration    
committee of Willis Corroon Group's board of directors which during 1998 was    
comprised of Messrs. Rodgers, Schreyer and Sykes (all former non-executive      
directors). The remuneration committee determined basic salaries and benefits as
well as performance-related incentives. The Executive Chairman of Willis Corroon
Group determines the compensation and benefits for the executive officers of    
Willis Corroon Group.                                                           

        Partners and employees of Kohlberg Kravis Roberts & Co. L.P. who serve
as directors and officers of TA I Limited, TA II Limited, TA III plc or Trinity 
Acquisition do not receive additional                                           

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compensation for service in such capacities, other than customary directors'    
fees. See "Certain Relationships and Related Transactions."                     

1998 STOCK OPTION PLAN                                                          

      TA I Limited has adopted the 1998 Share Purchase and Option Plan for
Key Employees of TA I Limited providing for the grant of time-based vesting     
options, performance-based vesting options, and various other share-based grants
to employees of TA I Limited and its subsidiaries to purchase ordinary shares of
TA I Limited. The 1998 Plan is intended (i) to promote the long term financial  
interests and growth of TA I Limited and its subsidiaries by attracting and     
retaining management personnel with the training, experience and ability to     
enable them to make a substantial contribution to the success of TA I Limited's 
business; (ii) to motivate management personnel by means of growth-related      
incentives to achieve long range goals; and (iii) to further the alignment of   
interests of participants with those of the shareholders of TA I Limited through
opportunities for increased share ownership in TA I Limited.                    

      As of the closing date of the management equity offering, 10,988,483
time- and performance-based options have been granted. There are 30 million     
ordinary shares of TA I Limited available to be granted under the 1998 Plan. It 
is expected that under the 1998 Plan, unless otherwise provided by the Board of 
Directors of TA I Limited, time-based options would become exercisable in five  
equal annual installments beginning on the second anniversary of the date of    
grant and performance-based options would become exercisable to the extent, if  
any, that performance goals based on Willis Corroon's cash flow and EBITDA are  
achieved and thereafter in four equal annual installments, beginning on the     
third anniversary of the date of grant. The exercisability of the options may   
accelerate or terminate based on the circumstances surrounding an optionee's    
termination of employment, and time-based options will (and performance-based   
options may, in the discretion of the Board of Directors of TA I Limited), fully
accelerate upon a change in control of Willis Corroon. Unless sooner terminated 
by TA I Limited's Board of Directors, the 1998 Plan will expire ten years after 
its adoption. Such termination will not affect the validity of any grant        
outstanding on the date of termination.                                         

       The Board of Directors of TA I Limited will administer the 1998 Plan,
including, without limitation, the determination of the employees to whom grants
will be made, the number of shares of ordinary shares of TA I Limited subject to
each grant, and the various terms of such grants. The Board of Directors of TA I
Limited may from time to time amend the terms of any grant, but, except for     
adjustments made upon a change in the ordinary shares of TA I Limited by reason 
of a stock split, spin-off, stock dividend, stock combination or                
reclassification, recapitalization, reorganization, consolidation, change of    
control, or similar event, such action shall not adversely affect the rights of 
any participant under the 1998 Plan with respect to the options without such    
participant's consent. The Board of Directors of TA I Limited will retain the   
right to amend, suspend or terminate the 1998 Plan.                             

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SHAREHOLDERS

BENEFICIAL OWNERSHIP                                                            

         TA I Limited owns 100% of the issued and outstanding ordinary shares of
TA II Limited, which owns 100% of the issued and outstanding shares of TA III   
plc, which owns 100% of the issued and outstanding shares of Trinity            
Acquisition, which owns 100% of the issued and outstanding ordinary shares of   
Willis Corroon Group. The following sets forth information with respect to the  
beneficial ownership of the voting and non-voting ordinary shares of TA I       
Limited as of the date of this prospectus (without giving effect to any options 
issued under the 1998 Plan) by (1) each person who is known by Willis Corroon   
Group to beneficially own more than 5% of the TA I Limited ordinary shares, as  
well as each member of the consortium, consisting of Guardian Royal Exchange,   
Royal & SunAlliance Insurance Group, The Chubb Corporation, The Hartford        
Financial Services Group, Inc., Travelers Property Casualty Corp. and The Tokio 
Marine and Fire Insurance Co., Limited, who are the limited partners of the     
direct parent of TA I Limited (referred to in this prospectus as the            
consortium), (2) each of TA I Limited's directors and each of the directors and 
executive officers of Willis Corroon Group and Willis Corroon Corporation and   
(3) all directors and executive officers of Willis Corroon Group and Willis     
Corroon Corporation as a group.                                                 

     Unless otherwise indicated, the address of each person named in the
table below is Willis Corroon Group Limited, Ten Trinity Square, London EC3P    
3AX, England. The amounts and percentages of TA I ordinary shares beneficially  
owned are reported on the basis of regulations of the Securities and Exchange   
Commission governing the determination of beneficial ownership of securities.   
Under the rules of the Commission, a person is deemed to be a "beneficial owner"
of a security if that person has or shares "voting power," which includes the   
power to vote or to direct the voting of such security, or "investment power,"  
which includes the power to dispose of or to direct the disposition of such     
security. A person is also deemed to be a beneficial owner of any securities of 
which that person has a right to acquire beneficial ownership within 60 days.   
Under these rules, more than one person may be deemed to be a beneficial owner  
of the same securities and a person may be deemed to be a beneficial owner of   
securities as to which such person has no economic interest. The percentage of  
TA I ordinary share capital outstanding is based on 119,089,975 TA I ordinary   
shares outstanding on the date of this prospectus.                              

                                                        [Enlarge/Download Table]

                                                                  BENEFICIAL OWNERSHIP        PERCENTAGE OF TA I    
                                                                    OF TA I ORDINARY               ORDINARY         
NAME AND ADDRESS OF BENEFICIAL OWNER                                     SHARES               SHARES OUTSTANDING    
-------------------------------------------------------------  --------------------------  -------------------------
                                                                                                                    
KKR 1996 Overseas, Limited(1)................................            92,002,916                     77.3%       
Henry R. Kravis(1)...........................................            92,002,916                     77.3%       
George R. Roberts(1).........................................            92,002,916                     77.3%       
Perry Golkin(1)..............................................            92,002,916                     77.3%       
Todd A. Fisher(1)............................................            92,002,916                     77.3%       
Scott C. Nuttall(1)..........................................            92,002,916                     77.3%       
James R. Fisher(2)...........................................                    --                       --        
Raymond G. Viault............................................                    --                       --        
Guardian Royal Exchange(3)...................................             4,000,000                      3.4%       
Royal & SunAlliance Insurance Group(4).......................             4,000,000                      3.4%       
The Chubb Corporation(5).....................................             4,000,000                      3.4%       
The Hartford Financial Services Group, Inc.(6)...............             3,333,333                      2.8%       
Travelers Property Casualty Corp.(7).........................             4,000,000                      3.4%       
The Tokio Marine and Fire Insurance Co., Limited(8)..........             1,000,000                      0.8%       
John Reeve(9)................................................               140,000                        *        
Richard J.S. Bucknall........................................                60,000                        *        
Michael P. Chitty............................................                12,000                        *        

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                                                        [Enlarge/Download Table]

                                                                  BENEFICIAL OWNERSHIP        PERCENTAGE OF TA I    
                                                                    OF TA I ORDINARY               ORDINARY         
NAME AND ADDRESS OF BENEFICIAL OWNER                                     SHARES               SHARES OUTSTANDING    
-------------------------------------------------------------  --------------------------  -------------------------
                                                                                                                    
Thomas Colraine..............................................                52,375                        *        
Brian D. Johnson.............................................               100,000                        *        
Patrick Lucas................................................                    --                        *        
George F. Nixon..............................................               100,000                        *        
John M. Pelly................................................               100,000                        *        
Kenneth H. Pinkston..........................................                40,000                        *        
Charles D. Hamilton(10)......................................                 6,000                        *        
Bart R. Schwartz(10).........................................                62,409                        *        
Kimberly G. Windrow(10)......................................                 2,500                        *        
All directors and executive officers of Willis Corroon Group                                                        
  and Willis Corroon Corporation as a group (12 persons).....               675,284                        *        
All directors and executive officers of Willis Corroon Group                                                        
  and Willis Corroon Corporation together with other                                                                
  employees as a group (358 persons)(11).....................             4,720,812                      4.0%       

------------------------                                                        

*   Less than 1%.                                                               

(1) TA I ordinary shares shown as owned by KKR 1996 Overseas, Limited are owned 
of record by Profit Sharing (Overseas), Limited Partnership. KKR 1996   
Overseas, Limited is the general partner of KKR Associates II (1996),   
Limited Partnership, which is the general partner of KKR 1996 Fund      
(Overseas), Limited Partnership, which is the general partner of Profit 
Sharing (Overseas), Limited Partnership, which beneficially owns        
approximately 77% of the issued and outstanding TA I ordinary shares.   
 Messrs. Henry R. Kravis, George R. Roberts, James H. Greene, Jr., Paul E.
 Raether, Michael W. Michelson, Michael T. Tokarz, Perry Golkin, Robert I.
McDonnell, Clifton S. Robbins, Scott M. Stuart and Edward A. Gilhuly, as
owners of KKR 1996 Overseas, Limited, may be deemed to share beneficial 
    ownership of any shares beneficially owned by KKR 1996 Overseas, Limited but
disclaim such beneficial ownership. Messrs. Todd A. Fisher and Scott C. 
   Nuttall are directors of TA I Limited and are executives of Kohlberg Kravis
  Roberts & Co. L.P. Messrs. Fisher and Nuttall are also limited partners of
 KKR Associates II (1996), Limited Partnership. Messrs. Fisher and Nuttall
    disclaim beneficial ownership of any TA I ordinary shares beneficially owned
   by Kohlberg Kravis Roberts & Co. L.P. and KKR Associates II (1996), Limited
  Partnership. The address of KKR 1996 Overseas, Limited and each individual
    listed above is c/o Kohlberg Kravis Roberts & Co., L.P., 9 West 57th Street,
New York, New York 10019.                                               

(2) Fisher Capital Corp. LLC, of which Mr. James R. Fisher is an executive, is  
  the beneficial owner of 181,071 TA I ordinary shares. Mr. Fisher disclaims
    beneficial ownership of such TA I ordinary shares. The address of Mr. Fisher
and Fisher Capital Corp. LLC is 8 South River Road, Cranbury, NJ 08512. 

(3) TA I ordinary shares shown as owned by Guardian Royal Exchange are owned of 
record by its affiliate Guardian Royal Exchange Assurance plc, and its  
address is Royal Exchange, London EC2V 3LS.                             

(4) The address of Royal & SunAlliance Insurance Group is 1 Cornhill, London,   
EC3V 3QR.                                                               

(5) The address of The Chubb Corporation is 15 Mountain View, Warren, New Jersey
07059.                                                                  

(6) TA I ordinary shares shown as owned by The Hartford Financial Services      
  Group, Inc. are owned of record by its affiliate Nutmeg Insurance Company,
and its address is 690 Asylum Avenue, Hartford, Connecticut 06115.      

(7) TA I ordinary shares shown as owned by Travelers Property Casualty Corp. are
  owned of record by its affiliate Travelers Casualty and Surety Company and
its address is One Tower Square, 10 CR Hartford, Connecticut 06183.     

(8) The address of The Tokio Marine and Fire Insurance Co., Limited is West 14th
Floor, Otemachi First Square, 5-1, Otemachi 1-Chome, Chiyoda-ku, Tokyo, 
100-0004 Japan.                                                         

(9) 120,000 of the 140,000 TA I ordinary shares shown as owned by John Reeve are
held by a family trust of which John Reeve is a beneficiary.            

(10) The address for such person is c/o Willis Corroon Corporation, 26 Century  
Boulevard, P.O. Box 305026, Nashville, TN 37214.                        

(11) An additional 1,815,593 TA I ordinary shares are held in trust on behalf of
the directors, executive officers and other employees of Willis Corroon 
 Corporation and Willis Corroon Group subject to vesting. Such shares were
issued in connection with the cancellation of unvested incentive awards 
owned by such employees prior to the tender offer. If all of such TA I  
 ordinary shares were vested on the date hereof, such directors, executive
officers and employees of Willis Corroon Corporation and Willis Corroon 
Group would beneficially own approximately 5.5% of the outstanding TA I 
ordinary shares in the aggregate.                                       

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SHAREHOLDER RIGHTS AGREEMENT AND REGISTRATION RIGHTS AGREEMENT                  

      Pursuant to a shareholder rights agreement dated as of July 22, 1998
among TA I Limited, TA II Limited, Profit Sharing (Overseas), Limited           
Partnership and the members of the consortium referred to above, the holders of 
ordinary shares in TA I Limited and preference shares of TA II Limited are      
subject to rights of, and restrictions on, transfer, as well as the other       
provisions described below.                                                     

Pursuant to a shareholder rights agreement, each member of the
consortium has the right to require a proposed acquirer of any of the TA I      
Limited ordinary shares held by Profit Sharing (Overseas), Limited Partnership  
or any of its affiliates to purchase a specified percentage of such member's    
holding of TA I Limited ordinary shares on similar terms. Additionally, if      
Profit Sharing (Overseas), Limited Partnership or any of its affiliates receives
a bona fide offer from a third party to purchase a majority of the TA I Limited 
ordinary shares then owned by them, they may require each member of the         
consortium to sell a similar proportion of their TA I Limited ordinary shares to
such third party on similar terms.                                              

        If, at any time prior to a public offering in the U.S. or a listing in
the U.K. or on another major stock exchange of the TA I Limited ordinary shares,
a member of the consortium receives a bona fide offer to purchase any of its TA 
I Limited ordinary shares from an offeror, the shareholder rights agreement     
requires that such member of the consortium first offer such TA I Limited       
ordinary shares on equivalent terms to the other members of the consortium. Any 
of the TA I Limited ordinary shares of such member of the consortium which were 
the subject of any such bona fide offer and which were not purchased by the     
other members of the consortium must be reoffered to those members of the       
consortium which exercised their right of first refusal and purchased some of   
such shares when such shares were initially offered. No member of the consortium
may, however, accept such offer to the extent it would cause such member        
(together with its affiliates) beneficially to own more than 9.9% in aggregate  
of the TA I Limited ordinary shares. Any remaining TA I Limited ordinary shares 
must then be offered to Profit Sharing (Overseas), Limited Partnership which can
purchase such TA I Limited ordinary shares or elect to find another purchaser   
for such TA I Limited ordinary shares. Any TA I Limited ordinary shares not     
purchased by Profit Sharing (Overseas), Limited Partnership or its elected      
purchaser may be sold to the third party that had initially made the bona fide  
offer.                                                                          

    In the event of a transfer from Profit Sharing (Overseas), Limited
Partnership to a third party which would result in Profit Sharing (Overseas),   
Limited Partnership and its affiliates having transferred legal and beneficial  
ownership of more than 25% but less than 50% of the TA I Limited ordinary shares
subscribed by Profit Sharing (Overseas), Limited Partnership the shareholder    
rights agreement requires that a pro rata amount of the preference shares held  
by each member of the consortium but not such member's transferees (other than  
affiliates) must first have been redeemed or transferred, and if a transfer     
would result in Profit Sharing (Overseas), Limited Partnership and its          
affiliates having transferred legal and beneficial ownership of more than 50% of
the TA I Limited ordinary shares, all of the preference shares held by each     
member of the consortium but not such member's transferees (other than          
affiliates) must first have been redeemed.                                      

     Under the shareholder rights agreement, prior to September 2, 2000,
none of Profit Sharing (Overseas), Limited Partnership, its affiliates nor TA I 
Limited or any of its subsidiaries may enter into a transaction that would      
result in a "sale of the business" (as defined in the shareholder rights        
agreement) nor may Profit Sharing (Overseas), Limited Partnership and its       
affiliates transfer in excess of 50% of the TA I Limited original ordinary      
shares, unless the group comprised of TA I Limited, TA II Limited, TA III plc   
and Trinity Acquisition is experiencing financial difficulties of the type      
described by the shareholder rights agreement and the holders of 60% or more of 
the then outstanding preference shares have consented in writing to such        
transaction. Additionally, the shareholder rights agreement provides that for   
three years from September 2, 2000, if Profit Sharing (Overseas), Limited       
Partnership, any of its affiliates or TA I                                      

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Limited or any of its subsidiaries receives a written, unsolicited offer from a 
third party to enter into a transaction which would result in a sale of the     
business, then the members of the consortium have the right to match the        
unsolicited offer, and such offer may not be accepted if any member of the      
consortium makes an offer at the same price and on the same terms in writing    
within 35 days of being notified of the unsolicited offer. In addition, if      
during such period Profit Sharing (Overseas), Limited Partnership or TA I       
Limited or any of its subsidiaries proposes to enter into a transaction which   
would result in a sale of the business other than pursuant to a unsolicited     
offer, it must first allow the members of the consortium to make an offer to    
enter into a similar transaction within 30 days, but if Profit Sharing          
(Overseas), Limited Partnership or TA I Limited decides to refuse such offer, or
if no member of the consortium makes any such offer, then Profit Sharing        
(Overseas), Limited Partnership or TA I Limited or any of its subsidiaries, as  
the case may be, will be free to enter into a transaction resulting in a sale of
the business, provided that a definitive agreement is entered into within       
specified time periods at the same or a higher price. These provisions will also
apply to the entering into of a transaction or series of related transactions,  
whether pursuant to an unsolicited offer or a proposal by Profit Sharing        
(Overseas), Limited Partnership or any of its affiliates to enter into such a   
transaction, whereby Profit Sharing (Overseas), Limited Partnership and its     
affiliates would transfer at least 30% of the then issued TA I Limited ordinary 
shares to a single person or a group of persons acting in concert.              

    The shareholder rights agreement also provides that Profit Sharing
(Overseas), Limited Partnership must use its best efforts to ensure that TA I   
Limited has an independent director, and to remove and replace such director if 
so requested by the holders of at least 60% of the then outstanding preference  
shares, until (1) no member of the consortium owns at least 75% of the          
preference shares originally purchased by it and (2) the members of the         
consortium collectively own in aggregate less than $80 million in redemption    
value of the group comprised of TA I Limited, TA II Limited, TA III plc and     
Trinity Acquisition preference shares. In the event that the members of the     
consortium have the right to appoint directors to the board of TA II Limited    
pursuant to the articles of association of TA II Limited and provided that the  
members of the consortium still hold at least a majority of the preference      
shares originally issued to them, and for so long as those conditions prevail,  
the members of the consortium are also entitled to nominate two directors for   
appointment to the board of TA I Limited. In any such event, Profit Sharing     
(Overseas), Limited Partnership shall use its best efforts to expand the size of
the board of directors of TA I Limited by two and to cause the newly created    
directorships to be filled with such nominees.                                  

        Pursuant to a registration rights agreement dated as of July 22, 1998,
as amended, among TA I Limited, TA II Limited and the members of the consortium 
named therein, such members, as holders of TA I Limited ordinary shares and     
preference shares, have certain rights to require the issuer of such securities 
to register such securities under the Securities Act.                           

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CERTAIN RELATIONSHIPS AND 
RELATED TRANSACTIONS

        As of the issuance of the outstanding notes, KKR 1996 Fund (Overseas),
Limited Partnership beneficially owned approximately 77% of the share capital of
TA I Limited, which is the parent of TA II Limited, which is the parent of TA   
III plc, which is the parent of Trinity Acquisition, which owns all of the      
issued and outstanding share capital of Willis Corroon Group. The general       
partner of KKR 1996 Fund (Overseas), Limited Partnership is KKR Associates II   
(1996), Limited Partnership, a limited partnership of which the general partner 
is KKR 1996 Overseas, Limited, a company owned by Messrs. Kravis, Roberts and   
Golkin and other members of the limited liability company which is the general  
partner of Kohlberg Kravis Roberts & Co. L.P. KKR 1996 Overseas, Limited has    
sole voting and investment power with respect to the share capital owned by KKR 
1996 Fund (Overseas), Limited Partnership.                                      

   From time to time, Kohlberg Kravis Roberts & Co. L.P. may receive
customary fees in connection with divestitures, acquisitions and certain other  
transactions involving Willis Corroon Group and its subsidiaries. In connection 
with the completion of the tender offer by Trinity Acquisition for Willis       
Corroon Group, Kohlberg Kravis Roberts & Co. L.P. has received aggregate fees of
$7.5 million from Trinity Acquisition and Fisher Capital Corp. LLC has received 
aggregate fees of $2.0 million from Trinity Acquisition. In addition, Kohlberg  
Kravis Roberts & Co. L.P. and Fisher Capital Corp. LLC render management,       
consulting, and certain other services to Willis Corroon Group and its          
subsidiaries for annual fees payable quarterly in arrears. It is expected that  
such annual fees will initially be in an amount of $1 million, in the case of   
Kohlberg Kravis Roberts & Co. L.P., and $350,000, in the case of Fisher Capital 
Corp. LLC. Partners and employees of Kohlberg Kravis Roberts & Co. L.P. and     
Fisher Capital Corp. LLC who also serve as directors and officers of Willis     
Corroon Group do not receive additional compensation for service in such        
capacity, other than customary directors' fees.                                 

      As of the date of this prospectus, the consortium beneficially owned
approximately 17% of the share capital of TA I Limited in the aggregate. Willis 
Corroon has, and Willis Corroon will, place premiums with the members of the    
consortium in the ordinary course of Willis Corroon's business.                 

         R.J.S. Bucknall, G.F. Nixon and J.M. Pelly (directors of Willis Corroon
Group) and Mrs. E.H. Rendle (an affiliate of M.R. Rendle, a former non-executive
director of Willis Corroon Group) during 1998 were Underwriting Members of      
Lloyd's. Insurance brokering subsidiaries of Willis Corroon Group place risks   
with the syndicates in which the directors or certain of their affiliates       
participate in the normal course of their brokering activities on the same basis
as such subsidiaries do with other Lloyd's syndicates. Willis Corroon Group has 
given J. Reeve a guarantee in respect of the performance obligations of Willis  
Faber & Dumas Limited, his employing company, in respect of an unfunded pension 
scheme established for him and Willis Corroon Group has guaranteed the          
performance obligations of Willis Corroon Corporation in respect of the pension 
benefits for B.D. Johnson and K.H. Pinkston under the Willis Corroon Executive  
Supplemental Plan, an unfunded pension plan.                                    

      J. M. Pelly and M. P. Chitty, an executive officer of Willis Corroon
Group, are directors of Sovereign. See "Risk Factors--Sovereign/WFUM."          

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DESCRIPTION OF THE SENIOR CREDIT FACILITIES 

        To provide the senior financing required to complete the tender offer,
Trinity Acquisition entered into a tender offer facility, dated as of July 22,  
1998, among Trinity Acquisition, as borrower, the lenders thereunder and The    
Chase Manhattan Bank, as administrative agent and collateral agent, providing up
to $475 million in term loans and loan notes. In addition, to provide the       
long-term senior financing required to refinance the tender offer facility and  
to provide a senior revolving credit facility for the general corporate purposes
of Trinity Acquisition and its subsidiaries, Trinity Acquisition entered into a 
second credit agreement, dated as of July 22, 1998, for a permanent credit      
facility, among Trinity Acquisition, as guarantor, Willis Corroon Corporation,  
as borrower, Willis Corroon Group, as guarantor, the lenders thereunder and The 
Chase Manhattan Bank, as administrative agent and collateral agent, providing up
to $450 million in term loans and $150 million in revolving credit facilities.  

GENERAL                                                                         

        The credit agreement, as amended, is comprised of a term loan facility
under which portions, or tranches, of the loan mature on four different dates,  
and a revolving credit facility in the amounts set forth below:                 

- a $125 million tranche A facility,                              

- a $125 million tranche B facility,                              

- a $100 million tranche C facility,                              

- a $100 million tranche D facility and                           

- a $150 million revolving credit facility.                       

Borrowings under the term loan portions of the credit agreement were borrowed in
full on November 19, 1998                                                       

     - to refinance outstanding indebtedness under the tender offer facility
 agreement and certain other outstanding indebtedness of Trinity
Acquisition,                                                  

   - to finance the repayment of certain existing indebtedness of Willis
Corroon,                                                      

- to make an intercompany loan to Trinity Acquisition, and        

       - to finance the payment of fees and expenses incurred in connection with
the tender offer.                                             

The revolving credit facility is available for working capital requirements and 
general corporate purposes, subject to certain limitations. The revolving credit
facility is available for loans denominated in U.S. dollars, pounds sterling and
certain other currencies and for letters of credit, including to support loan   
note guarantees.                                                                

AMORTIZATION; PREPAYMENTS                                                       

      The final maturity of the loans under the tranche A facility will be
the seventh anniversary of November 19, 1998 (the "Initial Funding Date"), with 
interim amortization commencing on the thirtieth month after such Initial       
Funding Date. The final maturity of the loans under the tranche B facility will 
be the eighth anniversary of the Initial Funding Date, with nominal interim     
amortization. The final maturity of the loans under the tranche C facility will 
be the ninth anniversary of the Initial Funding Date, with nominal interim      
amortization. The final maturity of the loans under the tranche D facility      
collectively with the other term loans under the credit agreement will be nine  
years and six months after the Initial Funding Date, with nominal interim       
amortization. The revolving credit facility will be available until the seventh 
anniversary of the Initial Funding Date, and extensions of credit outstanding   
thereunder on such seventh anniversary will mature on such date.                

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        Certain mandatory prepayments of term loans under the credit agreement
will be required with the proceeds of certain non-ordinary course asset sales   
and other dispositions of property, to the extent not reinvested and subject to 
other exceptions, and, for each fiscal year in which the ratio of consolidated  
total debt to consolidated adjusted EBITDA, as defined in the credit agreement, 
is equal to or greater than 3.0:1.0, 50% of excess cash flow, as defined in the 
credit agreement, to the extent not reinvested and subject to other exceptions. 
In addition, certain prepayments of the revolving credit facility will be       
required in the event that the aggregate dollar equivalent of all loans and     
letter of credit outstandings thereunder exceed 105% of the aggregate available 
commitments, which are denominated in dollars.                                  

INTEREST RATES; FEES                                                            

    Loans under the credit agreement bear interest at a rate per annum
equal to, at the applicable borrower's election, either                         

  - a base rate determined by reference to the highest of an announced
       prime rate, the U.S. federal funds effective rate plus 1/2% or a rate
       for certificates of deposit plus 1% (loans with interest based on the
foregoing being referred to herein as "Base Rate Loans") or   

       - the cost of funds for U.S. dollar deposits at LIBOR for one, two, three
  or six months (or certain other periods to the extent available,
      subject to certain conditions) as the applicable borrower may elect,
         adjusted for certain additional costs (loans with interest based on the
foregoing being referred to herein as "LIBOR Loans"),         

plus, in each case, a margin which will be subject to adjustment depending on   
the ratio of consolidated total debt to consolidated adjusted EBITDA from time  
to time. The applicable margin for LIBOR Loans under the permanent facility     
agreement will range, based on such performance pricing adjustments, from 2.25% 
to 0.875%, in the case of revolving credit loans and tranche A loans, from 2.50%
to 1.75%, in the case of tranche B loans, from 2.75% to 2.00%, in the case of   
tranche C loans, and from 3.00% to 2.25%, in the case of tranche D loans, in    
each with applicable margins for Base Rate Loans being 1.25% lower than the     
margins for LIBOR Loans at the corresponding performance pricing levels.        

       A commitment fee calculated based on the available unused commitments
under the credit agreement is payable quarterly in arrears at a per annum rate  
of 0.50%, subject, in the case of commitments under the revolving credit        
facility, to adjustment in a range from 0.50% to 0.25% depending on the ratio of
consolidated total debt to consolidated adjusted EBITDA from time to time.      

  Fees in respect of letters of credit or loan note guarantees are
calculated at a rate per annum equal to                                         

       - in the case of letters of credit, the applicable margin for LIBOR Loans
      then applicable to utilizations under the revolving credit facility,
less 0.25%, and                                               

- in the case of loan note guarantees, 2.25%,                     

based on the maximum amount of each letter of credit or loan note guarantee,    
payable quarterly in arrears and upon the termination of the revolving credit   
facility. In addition, a fronting fee calculated at a rate equal to 0.25% of the
maximum amount of each letter of credit or loan note guarantee is payable for   
the account of the issuing bank in respect thereof, payable quarterly in arrears
and upon the termination of the revolving credit facility.                      

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GUARANTEE; SECURITY                                                             

All obligations of the borrower under the credit agreement are
guaranteed by Trinity Acquisition and its U.K. and U.S. subsidiaries, including 
Willis Corroon Group, with certain exceptions.                                  

   Obligations under the credit agreement are secured by a pledge of
capital stock of certain subsidiaries of Trinity Acquisition, including capital 
stock of Willis Corroon Group, its direct subsidiaries (with certain            
exceptions), Willis Corroon Corporation and its direct U.S. subsidiaries, the   
partnership interests of Willis Corroon Partners, as well as, in some           
circumstances, certain intercompany notes and certain non-cash proceeds of asset
sales, in each case subject to exceptions and conditions set forth in the credit
agreement. The pledge of stock owned by Willis Corroon Group is supported by a  
general lien, known as a floating charge in the U.K., filed in the U.K. against 
Willis Corroon Group's assets.                                                  

CERTAIN COVENANTS                                                               

The credit agreement contains numerous operating and financial
covenants, including, without limitation, requirements in the case of the credit
agreement to maintain minimum ratios of adjusted EBITDA to interest and maximum 
levels of indebtedness in relation to adjusted EBITDA. In addition, the credit  
agreement includes covenants relating to the delivery of financial statements,  
reports and notices, limitations on liens, limitations on sales and other       
disposals of assets, limitations on indebtedness and other liabilities,         
limitations on capital expenditures, limitations on investments, mergers,       
acquisitions, loans and advances, limitations on dividends and other            
distributions, limitations on prepayment, redemption or amendment of the notes, 
maintenance of property, environmental matters, employee benefit matters,       
maintenance of insurance, nature of business, compliance with applicable laws,  
corporate existence and rights, payment of taxes and access to information and  
properties.                                                                     

EVENTS OF DEFAULT                                                               

     The credit agreement contains events of default after expiration of
applicable grace periods, including failure to make payments under the credit   
agreement, breach of covenants, breach of representations and warranties,       
certain events relating to employee benefit plans, invalidity of certain loan   
documents, default under other agreements or conditions relating to             
indebtedness, including the notes, certain events of liquidation, moratorium,   
insolvency, bankruptcy or similar events, certain litigation or other           
proceedings, certain events relating to changes in control and certain issuances
by TA II Limited of equity or debt securities.                                  

       Upon the occurrence of an event of default, the banks will be able to
terminate the commitments under the credit agreement, and declare all amounts,  
including accrued interest, under the credit agreement to be due and payable and
take certain other actions, including enforcement of rights in respect of the   
collateral securing the credit agreement.                                       

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DESCRIPTION OF PREFERENCE SHARES

    In connection with the tender offer by Trinity Acquisition for the
outstanding shares of Willis Corroon Group, six of the world's leading insurance
companies invested in the preference shares of TA II Limited. See "The Tender   
Offer and Related Financings."                                                  

   The preference shares have an aggregate liquidation preference of
approximately $270 million and carry the right to a cumulative dividend of 8.5% 
per annum, excluding the amount of any associated tax credits, on a fixed amount
of $25 per preference share. TA II Limited has the option to satisfy 1% per     
annum of this cumulative dividend by the issuance of additional preference      
shares. The dividend is payable in dollars semi-annually on June 30 and December
31 of each year with the first dividend being payable on June 30, 1999. If the  
cash dividend has not been paid on three or more consecutive dividend payment   
dates, the holders of the preference shares have the right to appoint two       
directors to the board of TA II Limited. The preference shares may be redeemed  
at any time by TA II Limited by payment of a fixed amount of $25 per share plus 
any accrued and unpaid dividends. The preference shares are required to be      
redeemed in full by payment of a fixed amount of $25 per share plus any accrued 
and unpaid dividends on the earlier of                                          

    - the thirteenth anniversary of the first date on which the preference
shares were issued and                                        

    - the date that is six months after the scheduled maturity date of the
notes,                                                        

or on the sale of all or substantially all of the business of Willis Corroon,   
including, without limitation, whether in a single transaction or series of     
transactions and whether by sale of shares, sale of assets or otherwise. Holders
of preference shares have a preferential right to receive out of surplus assets 
arrears and accruals of dividends and $25 per share, but do not have any further
right to participate in surplus assets.                                         

    The following is a brief description of each of the members of the
consortium:                                                                     

      GUARDIAN ROYAL EXCHANGE provides general, health, and life insurance
and related services, including asset management, to its 7.5 million customers  
worldwide. Net premium income in 1998 was L4.1 billion. Guardian Royal Exchange 
has approximately 17,500 employees. The board of Guardian Royal Exchange has    
recommended to shareholders a cash and share offer from Sun Life and Provincial 
Holdings plc for the entire company.                                            

   ROYAL & SUNALLIANCE INSURANCE GROUP is the U.K.'s largest general
insurer, with 1998 net premium income exceeding L9.7 billion. Royal &           
SunAlliance Insurance Group provides general and life insurance products and    
services and asset management and administrative services. In addition to the   
U.K., Royal & SunAlliance Insurance Group operates in the United States, Canada,
Scandinavia, and more than 100 countries worldwide, including 16 nations in     
Europe.                                                                         

    THE CHUBB CORPORATION is a global leader in providing business and
personal property and liability insurance. The company concentrates on specialty
commercial lines and insuring high value homes and their contents. Founded in   
1882, Chubb is headquartered in Warren, New Jersey, and has more than 110       
offices in 30 countries worldwide. In 1998, Chubb had net written premiums of   
$5.5 billion.                                                                   

  THE HARTFORD FINANCIAL SERVICES GROUP, INC. is one of the oldest
insurance and financial services firms in the U.S., with 1998 revenues of $15.0 
billion and assets of $150.6 billion. The company is a leading writer of        
commercial property and casualty insurance, and is the number one annuity writer

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in the U.S. It is also one of the largest writers of personal automobile and    
homeowners insurance through independent agents. The company has 25,000         
employees worldwide and offices in 15 countries.                                

    TRAVELERS PROPERTY CASUALTY CORP. is one of the oldest and largest
insurance groups in the U.S. The company writes all forms of property casualty  
insurance for businesses and individuals, primarily through independent agents. 
Its 1998 net written premiums were approximately $8.1 billion. Travelers        
Property Casualty Corp. is headquartered in Hartford, Connecticut and has       
approximately 20,000 employees.                                                 

 THE TOKIO MARINE AND FIRE INSURANCE CO., LIMITED is the largest
casualty insurance firm in Japan, with 1997/8 net premiums of Y1,336.0 billion  
($10.1 billion). The company writes marine, fire, casualty, automobile and      
allied lines of insurance, principally covering risks in Japan, and also offers 
life insurance. The company is headquartered in Tokyo, Japan and has            
approximately 13,750 employees.                                                 

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THE EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER                                        

         We have entered into an exchange and registration rights agreement with
the initial purchasers of the outstanding notes in which we agreed, under       
certain circumstances, to file a registration statement relating to an offer to 
exchange the outstanding notes for exchange notes. We also agreed to use our    
reasonable best efforts to cause such offer to be consummated within 270 days   
following the original issue of the outstanding notes. The exchange notes will  
have terms substantially identical to the outstanding notes; except that the    
exchange notes will not contain terms with respect to transfer restrictions,    
registration rights and additional interest for failure to observe certain      
obligations in the registration rights agreement. The outstanding notes were    
issued on February 2, 1999.                                                     

     Under the circumstances set forth below, we will use our reasonable
best efforts to cause the Securities and Exchange Commission to declare         
effective a shelf registration statement with respect to the resale of the      
outstanding notes and keep the statement effective for up to two years after the
effective date of the shelf registration statement. These circumstances include:

    - if any changes in law, Commission rules or regulations or applicable
         interpretations thereof by the staff of the Commission do not permit us
         to effect the exchange offer as contemplated by the registration rights
agreement;                                                    

       - if any outstanding notes validly tendered in the exchange offer are not
       exchanged for exchange notes within 270 days after the original issue
of the outstanding notes;                                     

       - if any initial purchaser of the outstanding notes so requests, but only
        with respect to any outstanding notes not eligible to be exchanged for
exchange notes in the exchange offer; or                      

 - if any holder of the outstanding notes notifies us that it is not
     permitted to participate in the exchange offer or would not receive
fully tradable exchange notes pursuant to the exchange offer. 

      If we fail to comply with certain obligations under the registration
rights agreement, we will be required to pay additional interest to holders of  
the outstanding notes. Please read the section captioned "Registration Rights   
Agreement" for more details regarding the registration rights agreement.        

Each holder of outstanding notes that wishes to exchange such 
outstanding notes for transferable exchange notes in the exchange offer will be 
required to make the following representations:                                 

 - any exchange notes will be acquired in the ordinary course of its
business;                                                     

    - such holder has no arrangement with any person to participate in the
distribution of the exchange notes;                           

 - such holder is not our "affiliate," as defined in Rule 405 of the
     Securities Act, or if it is our affiliate, that it will comply with
     applicable registration and prospectus delivery requirements of the
Securities Act; and                                           

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   - if such holder is a person in the United Kingdom, that its ordinary
       activities involve it in acquiring, holding, managing or disposing of
       investments, as principal or agent, for the purposes of its business.

RESALE OF EXCHANGE NOTES                                                        

         Based on interpretations of the Commission staff set forth in no action
letters issued to unrelated third parties, we believe that exchange notes issued
under the exchange offer in exchange for outstanding notes may be offered for   
resale, resold and otherwise transferred by any exchange note holder without    
compliance with the registration and prospectus delivery provisions of the      
Securities Act, if:                                                             

      - such holder is not an "affiliate" of Willis Corroon within the meaning
of Rule 405 under the Securities Act;                         

       - such exchange notes are acquired in the ordinary course of the holder's
business;                                                     

     - the holder does not intend to participate in the distribution of such
exchange notes; and                                           

   - if such holder is a person in the United Kingdom, that its ordinary
       activities involve it in acquiring, holding, managing or disposing of
       investments, as principal or agent, for the purposes of its business.

    Any holder who tenders in the exchange offer with the intention of
participating in any manner in a distribution of the exchange notes:            

     - cannot rely on the position of the staff of the Commission enunciated
 in "Exxon Capital Holdings Corporation" or similar interpretive
letters; and                                                  

      - must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with a secondary resale   
transaction.                                                  

     This prospectus may be used for an offer to resell, resale or other
retransfer of exchange notes only as specifically set forth in this prospectus. 
With regard to broker-dealers, only broker-dealers that acquired the outstanding
notes as a result of market-making activities or other trading activities may   
participate in the exchange offer. Each broker-dealer that receives exchange    
notes for its own account in exchange for outstanding notes, where such         
outstanding notes were acquired by such broker-dealer as a result of            
market-making activities or other trading activities, must acknowledge that it  
will deliver a prospectus in connection with any resale of the exchange notes.  
Please read the section captioned "Plan of Distribution" for more details       
regarding the transfer of exchange notes.                                       

TERMS OF THE EXCHANGE OFFER                                                     

Upon the terms and subject to the conditions set forth in this
prospectus and in the letter of transmittal, Willis Corroon Corporation will    
accept for exchange any outstanding notes properly tendered and not withdrawn   
prior to the expiration date. Willis Corroon Corporation will issue $1,000      
principal amount of exchange notes in exchange for each $1,000 principal amount 
of outstanding notes surrendered under the exchange offer. Outstanding notes may
be tendered only in integral multiples of $1,000.                               

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The form and terms of the exchange notes will be substantially
identical to the form and terms of the outstanding notes except the exchange    
notes will be registered under the Securities Act, will not bear legends        
restricting their transfer and will not provide for any additional interest upon
failure of Willis Corroon to fulfill its obligations under the registration     
rights agreement to file, and cause to be effective, a registration statement.  
The exchange notes will evidence the same debt as the outstanding notes. The    
exchange notes will be issued under and entitled to the benefits of the same    
indenture that authorized the issuance of the outstanding notes. Consequently,  
both series will be treated as a single class of debt securities under that     
indenture. For a description of the indenture, see "Description of the Notes"   
below.                                                                          

  The exchange offer is not conditioned upon any minimum aggregate
principal amount of outstanding notes being tendered for exchange.              

     As of the date of this prospectus, $550 million aggregate principal
amount of the outstanding notes are outstanding. This prospectus and the letter 
of transmittal are being sent to all registered holders of outstanding notes.   
There will be no fixed record date for determining registered holders of        
outstanding notes entitled to participate in the exchange offer.                

     Willis Corroon Corporation intends to conduct the exchange offer in
accordance with the provisions of the registration rights agreement, the        
applicable requirements of the Securities Act and the Securities Exchange Act of
1934 and the rules and regulations of the Commission. Outstanding notes that are
not tendered for exchange in the exchange offer will remain outstanding and     
continue to accrue interest and will be entitled to the rights and benefits such
holders have under the indenture relating to the outstanding notes and the      
registration rights agreement.                                                  

         Willis Corroon Corporation will be deemed to have accepted for exchange
properly tendered outstanding notes when it has given oral or written notice of 
the acceptance to the exchange agent. The exchange agent will act as agent for  
the tendering holders for the purposes of receiving the exchange notes from us  
and delivering the exchange notes to such holders. Subject to the terms of the  
registration rights agreement, Willis Corroon Corporation expressly reserves the
right to amend or terminate the exchange offer, and not to accept for exchange  
any outstanding notes not previously accepted for exchange, upon the occurrence 
of any of the conditions specified below under the caption "--Certain Conditions
to the Exchange Offer."                                                         

        Holders who tender outstanding notes in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the letter of transmittal, transfer taxes with respect to the exchange of       
outstanding notes. We will pay all charges and expenses, other than certain     
applicable taxes described below, in connection with the exchange offer. It is  
important that you read the section labeled "--Fees and Expenses" below for more
details regarding fees and expenses incurred in the exchange offer.             

EXPIRATION DATE; EXTENSIONS; AMENDMENTS                                         

    The exchange offer will expire at 5:00 p.m., New York City time on
September 17, 1999, unless in its sole discretion, Willis Corroon Corporation   
extends it.                                                                     

        In order to extend the exchange offer, Willis Corroon Corporation will
notify the exchange agent orally or in writing of any extension. Willis Corroon 
Corporation will notify the registered holders of outstanding notes of the      
extension no later than 9:00 a.m., New York City time, on the business day after
the previously scheduled expiration date.                                       

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        Willis Corroon Corporation reserves the right, in its sole discretion:

- to delay accepting for exchange any outstanding notes;          

      - to extend the exchange offer or to terminate the exchange offer and to
      refuse to accept outstanding notes not previously accepted if any of
   the conditions set forth below under "--Certain Conditions to the
    Exchange Offer" have not been satisfied, by giving oral or written
       notice of such delay, extension or termination to the exchange agent;
or                                                            

       - subject to the terms of the registration rights agreement, to amend the
terms of the exchange offer in any manner.                    

        Any such delay in acceptance, extension, termination or amendment will
be followed as promptly as practicable by oral or written notice thereof to the 
registered holders of outstanding notes. If Willis Corroon Corporation amends   
the exchange offer in a manner that it determines to constitute a material      
change, Willis Corroon Corporation will promptly disclose such amendment in a   
manner reasonably calculated to inform the holders of outstanding notes of such 
amendment.                                                                      

       Without limiting the manner in which the it may choose to make public
announcements of any delay in acceptance, extension, termination or amendment of
the exchange offer, Willis Corroon Corporation shall have no obligation to      
publish, advertise, or otherwise communicate any such public announcement, other
than by making a timely release to a financial news service.                    

CERTAIN CONDITIONS TO THE EXCHANGE OFFER                                        

Despite any other term of the exchange offer, Willis Corroon  
Corporation will not be required to accept for exchange, or exchange any        
exchange notes for, any outstanding notes, and Willis Corroon Corporation may   
terminate the exchange offer as provided in this prospectus before accepting any
outstanding notes for exchange if in it's reasonable judgment:                  

      - the exchange notes to be received will not be tradeable by the holder,
       without restriction under the Securities Act, the Securities Exchange
     Act of 1934 and without material restrictions under the blue sky or
  securities laws of substantially all of the states of the United
States;                                                       

- the exchange offer, or the making of any exchange by a holder of
   outstanding notes, would violate applicable law or any applicable
interpretation of the staff of the Commission; or             

       - any action or proceeding has been instituted or threatened in any court
      or by or before any governmental agency with respect to the exchange
        offer that, in Willis Corroon Corporation's judgment, would reasonably
         be expected to impair the ability of Willis Corroon to proceed with the
exchange offer.                                               

         In addition, Willis Corroon Corporation will not be obligated to accept
for exchange the outstanding notes of any holder that has not made to it        

- the representations described under "--Purpose and Effect of the
Exchange Offer," "--Procedures for Tendering" and "Plan of    
Distribution" and                                             

- such other representations as may be reasonably necessary under 
     applicable Commission rules, regulations or interpretations to make
available to Willis Corroon                                   

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        Corporation an appropriate form for registration of the exchange notes
under the Securities Act.                                     

         Willis Corroon Corporation expressly reserves the right, at any time or
at various times, to extend the period of time during which the exchange offer  
is open. Consequently, it may delay acceptance of any outstanding notes by      
giving oral or written notice of such extension to their holders. During any    
such extensions, all outstanding notes previously tendered will remain subject  
to the exchange offer, and Willis Corroon Corporation may accept them for       
exchange. Willis Corroon Corporation will return any outstanding notes that it  
does not accept for exchange for any reason without expense to their tendering  
holder as promptly as practicable after the expiration or termination of the    
exchange offer.                                                                 

     Willis Corroon Corporation expressly reserves the right to amend or
terminate the exchange offer, and to reject for exchange any outstanding notes  
not previously accepted for exchange, upon the occurrence of any of the         
conditions of the exchange offer specified above. Willis Corroon Corporation    
will give oral or written notice of any extension, amendment, non-acceptance or 
termination to the holders of the outstanding notes as promptly as practicable. 
In the case of any extension, such notice will be issued no later than 9:00     
a.m., New York City time, on the business day after the previously scheduled    
expiration date.                                                                

         These conditions are for the sole benefit of Willis Corroon Corporation
and Willis Corroon Corporation may assert them regardless of the circumstances  
that may give rise to them or waive them in whole or in part at any or at       
various times in its sole discretion. If Willis Corroon Corporation fails at any
time to exercise any of the foregoing rights, this failure will not constitute a
waiver of such right. Each such right will be deemed an ongoing right that      
Willis Corroon Corporation may assert at any time or at various times.          

      In addition, Willis Corroon Corporation will not accept for exchange
any outstanding notes tendered, and will not issue exchange notes in exchange   
for any such outstanding notes, if at such time any stop order will be          
threatened or in effect with respect to the registration statement of which this
prospectus constitutes a part or the qualification of the indenture under the   
Trust Indenture Act of 1939.                                                    

PROCEDURES FOR TENDERING                                                        

         Only a holder of outstanding notes may tender such outstanding notes in
the exchange offer. To tender in the exchange offer, a holder must:             

    - complete, sign and date the letter of transmittal, or a facsimile of
the letter of transmittal; have the signature on the letter of
      transmittal guaranteed if the letter of transmittal so requires; and
         mail or deliver such letter of transmittal or facsimile to the exchange
agent prior to the expiration date; or                        

     - comply with DTC's Automated Tender Offer Program procedures described
below.                                                        

In addition, either:                                          

       - the exchange agent must receive outstanding notes along with the letter
of transmittal; or                                            

       - the exchange agent must receive, prior to the expiration date, a timely
        confirmation of book-entry transfer of such outstanding notes into the
exchange agent's account at DTC                               

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         according to the procedure for book-entry transfer described below or a
properly transmitted agent's message; or                      

- the holder must comply with the guaranteed delivery procedures  
described below.                                              

 To be tendered effectively, the exchange agent must receive any
physical delivery of the letter of transmittal and other required documents at  
the address set forth below under "--Exchange Agent" prior to the expiration    
date.                                                                           

      The tender by a holder that is not withdrawn prior to the expiration
date will constitute an agreement between such holder and Willis Corroon        
Corporation in accordance with the terms and subject to the conditions set forth
in this prospectus and in the letter of transmittal.                            

        The method of delivery of outstanding notes, the letter of transmittal
and all other required documents to the exchange agent is at the holder's       
election and risk. Rather than mail these items, Willis Corroon Corporation     
recommends that holders use an overnight or hand delivery service. In all cases,
holders should allow sufficient time to assure delivery to the exchange agent   
before the expiration date. Holders should not send the letter of transmittal or
outstanding notes to Willis Corroon. Holders may request their respective       
brokers, dealers, commercial banks, trust companies or other nominees to effect 
the above transactions for them.                                                

         Any beneficial owner whose outstanding notes are registered in the name
of a broker, dealer, commercial bank, trust company or other nominee and who    
wishes to tender should contact the registered holder promptly and instruct it  
to tender on the owner's behalf. If such beneficial owner wishes to tender on   
its own behalf, it must, prior to completing and executing the letter of        
transmittal and delivering its outstanding notes, either:                       

      - make appropriate arrangements to register ownership of the outstanding
notes in such owner's name; or                                

    - obtain a properly completed bond power from the registered holder of
outstanding notes.                                            

         The transfer of registered ownership may take considerable time and may
not be completed prior to the expiration date.                                  

 Signatures on a letter of transmittal or a notice of withdrawal
described below must be guaranteed by a member firm of a registered national    
securities exchange or of the National Association of Securities Dealers, Inc., 
a commercial bank or trust company having an office or correspondent in the     
United States or another "eligible guarantor institution" within the meaning of 
Rule 17Ad-15 under the Exchange Act, unless the outstanding notes tendered      
pursuant thereto are tendered:                                                  

      - by a registered holder who has not completed the box entitled "Special
         Issuance Instructions" or "Special Delivery Instructions" on the letter
of transmittal; or                                            

- for the account of an eligible guarantor institution.           

   If the letter of transmittal is signed by a person other than the
registered holder of any outstanding notes listed on the outstanding notes, such
outstanding notes must be endorsed or accompanied by a properly completed bond  
power. The bond power must be signed by the registered holder as the registered 
holder's name appears on the outstanding notes and an eligible guarantor        
institution must guarantee the signature on the bond power.                     

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      If the letter of transmittal or any outstanding notes or bond powers
are signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative      
capacity, such persons should so indicate when signing. Unless waived by us,    
they should also submit evidence satisfactory to us of their authority to       
deliver the letter of transmittal.                                              

The exchange agent and DTC have confirmed that any financial  
institution that is a participant in DTC's system may use DTC's Automated Tender
Offer Program to tender. Participants in the program may, instead of physically 
completing and signing the letter of transmittal and delivering it to the       
exchange agent, transmit their acceptance of the exchange offer electronically. 
They may do so by causing DTC to transfer the outstanding notes to the exchange 
agent in accordance with its procedures for transfer. DTC will then send an     
agent's message to the exchange agent. The term "agent's message" means a       
message transmitted by DTC, received by the exchange agent and forming part of  
the book-entry confirmation, to the effect that:                                

    - DTC has received an express acknowledgment from a participant in its
         Automated Tender Offer Program that is tendering outstanding notes that
are the subject of such book-entry confirmation;              

    - such participant has received and agrees to be bound by the terms of
  the letter of transmittal, or, in the case of an agent's message
         relating to guaranteed delivery, that such participant has received and
         agrees to be bound by the applicable notice of guaranteed delivery; and

- the agreement may be enforced against such participant.         

      Willis Corroon Corporation will determine in its sole discretion all
questions as to the validity, form, eligibility (including time of receipt),    
acceptance of tendered outstanding notes and withdrawal of tendered outstanding 
notes. Willis Corroon Corporation's determination will be final and binding.    
Willis Corroon Corporation reserves the absolute right to reject any outstanding
notes not properly tendered or any outstanding notes the acceptance of which    
would, in the opinion of Willis Corroon Corporation's counsel, be unlawful.     
Willis Corroon Corporation also reserves the right to waive any defects,        
irregularities or conditions of tender as to particular outstanding notes.      
Willis Corroon Corporation's interpretation of the terms and conditions of the  
exchange offer, including the instructions in the letter of transmittal, will be
final and binding on all parties. Unless waived, any defects or irregularities  
in connection with tenders of outstanding notes must be cured within such time  
as Willis Corroon Corporation shall determine. Although Willis Corroon          
Corporation intends to notify holders of defects or irregularities with respect 
to tenders of outstanding notes, neither it, the exchange agent nor any other   
person will incur any liability for failure to give such notification. Tenders  
of outstanding notes will not be deemed made until such defects or              
irregularities have been cured or waived. Any outstanding notes received by the 
exchange agent that are not properly tendered and as to which the defects or    
irregularities have not been cured or waived will be returned to the exchange   
agent without cost to the tendering holder, unless otherwise provided in the    
letter of transmittal, as soon as practicable following the expiration date.    

        In all cases, Willis Corroon Corporation will issue exchange notes for
outstanding notes that it has accepted for exchange under the exchange offer    
only after the exchange agent timely receives:                                  

- outstanding notes or a timely book-entry confirmation of such   
 outstanding notes into the exchange agent's account at DTC; and

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    - a properly completed and duly executed letter of transmittal and all
     other required documents or a properly transmitted agent's message.

By signing the letter of transmittal, each tendering holder of
outstanding notes will represent to Willis Corroon Corporation that, among other
things:                                                                         

   - any exchange notes that the holder receives will be acquired in the
ordinary course of its business;                              

 - the holder has no arrangement or understanding with any person or
  entity to participate in the distribution of the exchange notes;

   - if the holder is not a broker-dealer, that it is not engaged in and
      does not intend to engage in the distribution of the exchange notes;

     - if the holder is a broker-dealer that will receive exchange notes for
         its own account in exchange for outstanding notes that were acquired as
a result of market-making activities, that it will deliver a  
       prospectus, as required by law, in connection with any resale of such
exchange notes;                                               

- the holder is not an "affiliate," as defined in Rule 405 of the 
         Securities Act, of Willis Corroon or, if the holder is an affiliate, it
      will comply with any applicable registration and prospectus delivery
requirements of the Securities Act; and                       

  - if the holder is a person in the United Kingdom, that its ordinary
       activities involve it in acquiring, holding, managing or disposing of
       investments, as principal or agent, for the purposes of its business.

BOOK-ENTRY TRANSFER                                                             

     The exchange agent will make a request to establish an account with
respect to the outstanding notes at DTC for purposes of the exchange offer      
promptly after the date of this prospectus; and any financial institution       
participating in DTC's system may make book-entry delivery of outstanding notes 
by causing DTC to transfer such outstanding notes into the exchange agent's     
account at DTC in accordance with DTC's procedures for transfer. Holders of     
outstanding notes who are unable to deliver confirmation of the book-entry      
tender of their outstanding notes into the exchange agent's account at DTC or   
all other documents required by the letter of transmittal to the exchange agent 
on or prior to the expiration date must tender their outstanding notes according
to the guaranteed delivery procedures described below.                          

GUARANTEED DELIVERY PROCEDURES                                                  

         Holders wishing to tender their outstanding notes but whose outstanding
notes are not immediately available or who cannot deliver their outstanding     
notes, the letter of transmittal or any other required documents to the exchange
agent or comply with the applicable procedures under DTC's Automated Tender     
Offer Program prior to the expiration date may tender if:                       

- the tender is made through an eligible guarantor institution;   

   - prior to the expiration date, the exchange agent receives from such
     eligible guarantor institution either a properly completed and duly
executed notice of guaranteed delivery (by                    

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facsimile transmission, mail or hand delivery) or a properly  
transmitted agent's message and notice of guaranteed delivery:

           - setting forth the name and address of the holder, the
              registered number(s) of such outstanding notes and the
       principal amount of outstanding notes tendered;

        - stating that the tender is being made thereby; and

                 - guaranteeing that, within three (3) New York Stock Exchange
             trading days after the expiration date, the letter of
                 transmittal, or a facsimile of the letter of transmittal,
           together with the outstanding notes or a book-entry
                    confirmation, and any other documents required by the letter
                  of transmittal will be deposited by the eligible guarantor
institution with the exchange agent; and

       - the exchange agent receives such properly completed and executed letter
         of transmittal, or a facsimile of the letter of transmittal, as well as
 all tendered outstanding notes in proper form for transfer or a
         book-entry confirmation, and all other documents required by the letter
       of transmittal, within three (3) New York Stock Exchange trading days
after the expiration date.                                    

     Upon request to the exchange agent, a notice of guaranteed delivery
will be sent to holders who wish to tender their outstanding notes according to 
the guaranteed delivery procedures set forth above.                             

WITHDRAWAL OF TENDERS                                                           

         Except as otherwise provided in this prospectus, holders of outstanding
notes may withdraw their tenders at any time prior to the expiration date.      

For a withdrawal to be effective:                             

 - the exchange agent must receive a written notice, which may be by
         telegram, telex, facsimile transmission or letter, of withdrawal at one
of the addresses set forth below under "--Exchange Agent;" or 

      - holders must comply with the appropriate procedures of DTC's Automated
Tender Offer Program system.                                  

Any such notice of withdrawal must:                           

       - specify the name of the person who tendered the outstanding notes to be
withdrawn;                                                    

       - identify the outstanding notes to be withdrawn (including the principal
amount of such outstanding notes); and                        

       - where certificates for outstanding notes have been transmitted, specify
        the name in which such outstanding notes were registered, if different
from that of the withdrawing holder.                          

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        If certificates for outstanding notes have been delivered or otherwise
identified to the exchange agent, then, prior to the release of such            
certificates, the withdrawing holder must also submit:                          

      - the serial numbers of the particular certificates to be withdrawn; and

       - a signed notice of withdrawal with signatures guaranteed by an eligible
   guarantor institution unless such holder is an eligible guarantor
institution.                                                  

       If outstanding notes have been tendered pursuant to the procedure for
book-entry transfer described above, any notice of withdrawal must specify the  
name and number of the account at DTC to be credited with the withdrawn         
outstanding notes and otherwise comply with the procedures of such facility.    
Willis Corroon Corporation will determine all questions as to the validity, form
and eligibility, including time of receipt, of such notices, and our            
determination shall be final and binding on all parties. Willis Corroon         
Corporation will deem any outstanding notes so withdrawn not to have validity   
tendered for exchange for purposes of the exchange offer. Any outstanding notes 
that have been tendered for exchange but that are not exchanged for any reason  
will be returned to their holder without cost to the holder, or, in the case of 
outstanding notes tendered by book-entry transfer into the exchange agent's     
account at DTC according to the procedures described above, such outstanding    
notes will be credited to an account maintained with DTC for outstanding notes, 
as soon as practicable after withdrawal, rejection of tender or termination of  
the exchange offer. Properly withdrawn outstanding notes may be retendered by   
following one of the procedures described under "--Procedures for Tendering"    
above at any time on or prior to the expiration date.                           

EXCHANGE AGENT                                                                  

   The Bank of New York has been appointed as exchange agent for the
exchange offer. You should direct questions and requests for assistance,        
requests for additional copies of this prospectus or of the letter of           
transmittal and requests for the notice of guaranteed delivery to the exchange  
agent addressed as follows:                                                     

                                                                [Download Table]
                                                                                
FOR DELIVERY BY REGISTERED OR CERTIFIED  FOR OVERNIGHT DELIVERY ONLY OR BY HAND:
                 MAIL:                                                          

          The Bank of New York                    The Bank of New York          
           101 Barclay Street                      101 Barclay Street           
        New York, New York 10286                New York, New York 10286        
          Attn: Marcia Brown,                      Attn: Marcia Brown,          
     Corporate Trust Operations, 7E          Corporate Trust Operations, 7E     

BY FACSIMILE TRANSMISSION:

The Bank of New York
(212) 815-4699
Attn: Marcia Brown, 
Corporate Trust Operations, 7E

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH     
ABOVE OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT      
CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF TRANSMITTAL.                      

FEES AND EXPENSES                                                               

 Willis Corroon Corporation will bear the expenses of soliciting
tenders. The principal solicitation is being made by mail; however, we may make 
additional solicitation by telegraph, telephone or in person by our officers and
regular employees and those of our affiliates.                                  

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         We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to broker-dealers or others soliciting     
acceptances of the exchange offer. Willis Corroon Corporation will, however, pay
the exchange agent reasonable and customary fees for its services and reimburse 
it for its related reasonable out-of-pocket expenses.                           

         Willis Corroon Corporation will pay the cash expenses to be incurred in
connection with the exchange offer. The expenses are estimated in the aggregate 
to be approximately $942,900. They include:                                     

- Commission registration fees;                                   

- fees and expenses of the exchange agent and trustee;            

- accounting and legal fees and printing costs; and               

- related fees and expenses.                                      

 Willis Corroon Corporation will pay all transfer taxes, if any,
applicable to the exchange of outstanding notes under the exchange offer. The   
tendering holder, however, will be required to pay any transfer taxes (whether  
imposed on the registered holder or any other person) if:                       

     - certificates representing outstanding notes for principal amounts not
        tendered or accepted for exchange are to be delivered to, or are to be
       issued in the name of, any person other than the registered holder of
outstanding notes tendered;                                   

   - tendered outstanding notes are registered in the name of any person
other than the person signing the letter of transmittal; or   

   - a transfer tax is imposed for any reason other than the exchange of
outstanding notes under the exchange offer.                   

If satisfactory evidence of payment of such taxes is not submitted with the     
letter of transmittal, the amount of such transfer taxes will be billed to that 
tendering holder.                                                               

TRANSFER TAXES                                                                  

     Holders who tender their outstanding notes for exchange will not be
required to pay any transfer taxes. However, holders who instruct Willis Corroon
Corporation to register exchange notes in the name of, or request that          
outstanding notes not tendered or not accepted in the exchange offer be returned
to, a person other than the registered tendering holder will be required to pay 
any applicable transfer tax.                                                    

CONSEQUENCES OF FAILURE TO EXCHANGE                                             

    Holders of outstanding notes who do not exchange their outstanding
notes for exchange notes under the exchange offer will remain subject to the    
restrictions on transfer of such outstanding notes:                             

       - as set forth in the legend printed on the notes as a consequence of the
       issuance of the outstanding notes pursuant to the exemptions from, or
      in transactions not subject to, the registration requirements of the
Securities Act and applicable state securities laws; and      

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- otherwise set forth in the offering memorandum distributed in   
connection with the private offering of the outstanding notes.

         In general, you may not offer or sell the outstanding notes unless they
are registered under the Securities Act or the offer or sale is exempt from     
registration under the Securities Act and applicable state securities laws.     
Except as required by the registration rights agreement, we do not intend to    
register resales of the outstanding notes under the Securities Act. Based on    
interpretations of the Commission staff, exchange notes issued pursuant to the  
exchange offer may be offered for resale, resold or otherwise transferred by    
their holders, other than any such holder that is our "affiliate" within the    
meaning of Rule 405 under the Securities Act, without compliance with the       
registration and prospectus delivery provisions of the Securities Act, provided 
that the holders acquired the exchange notes in the ordinary course of the      
holders' business and the holders have no arrangement or understanding with     
respect to the distribution of the exchange notes to be acquired in the exchange
offer. Any holder who tenders in the exchange offer for the purpose of          
participating in a distribution of the exchange notes:                          

    - cannot rely on the applicable interpretations of the Commission; and

      - must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with a secondary resale   
transaction.                                                  

ACCOUNTING TREATMENT                                                            

  Willis Corroon Corporation will record the exchange notes in its
accounting records at the same carrying value as the outstanding notes, which is
the aggregate principal amount as reflected in Willis Corroon Corporation's     
accounting records on the date of exchange. Accordingly, Willis Corroon         
Corporation will not recognize any gain or loss for accounting purposes in      
connection with the exchange offer. Willis Corroon Corporation will record the  
expenses of the exchange offer as incurred.                                     

OTHER                                                                           

  Participation in the exchange offer is voluntary, and you should
carefully consider whether to accept. You are urged to consult your financial   
and tax advisors in making your own decision on what action to take.            

         Willis Corroon Corporation may in the future seek to acquire untendered
outstanding notes in open market or privately negotiated transactions, through  
subsequent exchange offers or otherwise. Willis Corroon Corporation has no      
present plans to acquire any outstanding notes that are not tendered in the     
exchange offer or to file a registration statement to permit resales of any     
untendered outstanding notes.                                                   

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DESCRIPTION OF THE NOTES

GENERAL                                                                         

         The outstanding notes were issued and the exchange notes will be issued
under an indenture, dated as of February 2, 1999, between Willis Corroon Group, 
Willis Corroon Partners, Willis Corroon Corporation and The Bank of New York, as
trustee, a copy of the form of which has been filed as an exhibit to the        
registration statement of which this prospectus is a part. The Indenture is     
limited in aggregate principal amount to $550.0 million. Upon the issuance of   
the exchange notes, or the effectiveness of a shelf registration statement, the 
Indenture will be subject to and governed by the Trust Indenture Act of 1939.   
The terms of the notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act. The following summary 
of the material provisions of the Indenture does not purport to be complete and 
is qualified in its entirety by reference to the provisions of the Indenture,   
including the definitions therein of certain terms used below. The definitions  
of certain terms used in the following summary are set forth below under        
"--Certain Definitions." For purposes of this summary,                          

   - the term "Willis Corroon Group" refers only to Willis Corroon Group
Limited and not to any of its Subsidiaries,                   

   - the term "Willis Corroon Corporation" refers only to Willis Corroon
Corporation and not to any of its Subsidiaries and            

      - the term "closing date" refers to November 19, 1998, the date on which
    a subordinated bridge agreement among Willis Corroon Group, Willis
         Corroon Partners, Willis Corroon Corporation, the lenders and the Chase
Manhattan Bank, as administrative agent was executed.         

  The outstanding notes are and the exchange notes will be general
unsecured obligations of Willis Corroon Corporation and will be subordinated in 
right of payment to all existing and future Senior Indebtedness of Willis       
Corroon Corporation. As of December 31, 1998, after giving effect to the        
offering of the outstanding notes and the recent acquisitions, the aggregate    
amount of Willis Corroon Corporation's outstanding Senior Indebtedness would    
have been approximately L277.2 million, all of which would have been secured,   
and Willis Corroon Corporation would have had no Senior Subordinated            
Indebtedness outstanding other than the notes. The Indenture will permit the    
incurrence of additional Senior Indebtedness in the future. See "Risk           
Factors--Substantial Leverage and Debt Service."                                

       Willis Corroon Group and Willis Corroon Partners, as primary obligors
and not merely as sureties, will jointly and severally irrevocably and          
unconditionally guarantee, on a senior subordinated basis, the performance and  
full and punctual payment when due, whether at maturity, by acceleration or     
otherwise, of all obligations of Willis Corroon Corporation under the Indenture 
and the notes, whether for payment of principal of or interest on or liquidated 
damages in respect of the notes, expenses, indemnification or otherwise, on the 
terms set forth in the Indenture by executing the Indenture.                    

      Sovereign Marine & General Insurance Company Limited, in provisional
liquidation, was an Unrestricted Subsidiary on the date of issuance of the      
outstanding notes. Under certain circumstances, Willis Corroon Group will be    
able to designate other current or future Subsidiaries as Unrestricted          
Subsidiaries. Unrestricted Subsidiaries will not be guarantors or be subject to 
any of the restrictive covenants set forth in the Indenture.                    

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SUBORDINATION                                                                   

       The payment of the Subordinated Note Obligations will be subordinated
in right of payment, as set forth in the Indenture, to the prior payment in full
in cash or cash equivalents of all Senior Indebtedness, whether outstanding on  
the date of the Indenture or thereafter incurred. Upon any distribution to      
creditors of Willis Corroon Corporation in a liquidation or dissolution of      
Willis Corroon Corporation or in a bankruptcy, reorganization, insolvency,      
receivership or similar proceeding relating to it or its property, an assignment
for the benefit of creditors or any marshalling of its assets and liabilities,  
the holders of Senior Indebtedness will be entitled to receive payment in full  
in cash or cash equivalents of such Senior Indebtedness and all outstanding     
Letter of Credit Obligations will be fully cash collateralized before the       
Holders of the notes will be entitled to receive any payment with respect to the
Subordinated Note Obligations, and until all Senior Indebtedness is paid in full
in cash or cash equivalents, any distribution to which the Holders of the notes 
would be entitled shall be made to the holders of Senior Indebtedness, except   
that Holders of the notes may receive                                           

    (1) shares of stock and any debt securities that are
subordinated at least to the same extent as the notes to          

 (a) Senior Indebtedness and

                      (b) any securities issued in exchange for Senior
Indebtedness and                            

          (2) payments made from the trusts described under "--Legal
Defeasance and Covenant Defeasance".                              

     Willis Corroon Corporation also may not make any payment upon or in
respect of the Subordinated Note Obligations, except in such subordinated       
securities or from the trust described under "--Legal Defeasance and Covenant   
Defeasance", if                                                                 

 - a default in the payment of the principal of, premium, if any, or
       interest on, or of unreimbursed amounts under drawn letters of credit
      or in respect of bankers' acceptances or fees relating to letters of
credit or bankers' acceptances constituting, Designated Senior
       Indebtedness occurs and is continuing beyond any applicable period of
grace, a payment default, or                                  

     - any other default occurs and is continuing with respect to Designated
   Senior Indebtedness that permits holders of the Designated Senior
 Indebtedness as to which such default relates to accelerate its
        maturity without further notice, except such notice as may be required
        to effect such acceleration, or the expiration of any applicable grace
    periods, a non-payment default, and the Trustee receives a payment
       blockage notice with respect to such default from a representative of
holders of such Designated Senior Indebtedness.               

Payments on the notes, including any missed payments, may and shall be resumed: 

     - in the case of a payment default, upon the date on which such default
     is cured or waived or shall have ceased to exist or such Designated
        Senior Indebtedness shall have been discharged or paid in full in cash
      or cash equivalents and all outstanding Letter of Credit Obligations
shall have been fully cash collateralized; and                

- in case of a nonpayment default, the earlier of                 

                      (x) the date on which such nonpayment default is
cured or waived,                            

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                         (y) 179 days after the date on which the applicable
              Payment Blockage Notice is received, each such period, the
PAYMENT BLOCKAGE PERIOD, or                 

                        (z) the date such payment blockage period shall be
                  terminated by written notice to the Trustee from the requisite
               holders of such Designated Senior Indebtedness necessary to
       terminate such period or from their representative.

No new payment blockage period may be commenced until 365 days have elapsed     
since the effectiveness of the immediately preceding payment blockage notice.   
However, if any payment blockage notice within such 365-day period is given by  
or on behalf of any holders of Designated Senior Indebtedness, other than the   
agent under the Senior Credit Facilities, the agent under the Senior Credit     
Facilities may give another payment blockage notice within such period. In no   
event, however, may the total number of days during which any payment blockage  
period or periods is in effect exceed 179 days in the aggregate during any 365  
consecutive day period. No nonpayment default that existed or was continuing on 
the date of delivery of any payment blockage notice to the trustee shall be, or 
be made, the basis for a subsequent payment blockage notice unless such default 
shall have been cured or waived for a period of not less than 90 days.          

      If Willis Corroon Corporation fails to make any payment on the notes
when due or within any applicable grace period, whether or not on account of the
payment blockage provision referred to above, such failure would constitute an  
Event of Default under the Indenture and would enable the Holders of the notes  
to accelerate the maturity of the notes.                                        

    The Indenture will further require that Willis Corroon Corporation
promptly notify holders of Senior Indebtedness if payment of the notes is       
accelerated because of an Event of Default.                                     

     As a result of the subordination provisions described above, in the
event of insolvency, bankruptcy, administration, reorganization, receivership or
similar proceedings relating to Willis Corroon Corporation, Holders of the notes
may recover less ratably than creditors of Willis Corroon Corporation who are   
holders of Senior Indebtedness. At December 31, 1998, after giving effect to the
offering of the outstanding notes and the recent acquisition, the aggregate     
amount of Willis Corroon Corporation's outstanding Senior Indebtedness would    
have been approximately $460.1 million (L277.2 million) (excluding unused       
commitments), all of which would have been secured and Willis Corroon           
Corporation would have had no Senior Subordinated Indebtedness outstanding other
than the notes. Willis Corroon Group and Willis Corroon Partners would have had 
no Senior Indebtedness (excluding guarantees in respect of the Senior Credit    
Facilities) and no Senior Subordinated Indebtedness (excluding the guarantees). 
As of December 31, 1998, Willis Corroon Corporation's subsidiaries had total    
liabilities, including payables in respect of insurance broking transactions but
excluding their guarantees under the permanent facility agreement, of L1,103.3  
million and Willis Corroon Group's Subsidiaries (other than Willis Corroon      
Partners, Willis Corroon Corporation and its subsidiaries) had total            
liabilities, including payables in respect of insurance broking transactions but
excluding their guarantees under the permanent facility agreement, of L2,345.0  
million. The Indenture permits Willis Corroon Corporation to incur additional   
indebtedness, including additional Senior Indebtedness under the Senior Credit  
Facilities, subject to certain limitations. Although the Indenture contains     
limitations on the amount of additional Indebtedness that Willis Corroon Group  
and its Subsidiaries may incur, under certain circumstances the amount of such  
Indebtedness could be substantial and, in any case, such Indebtedness may be    
Senior Indebtedness. See "--Certain Covenants--Limitations on Incurrence of     
Indebtedness and Issuance of Disqualified Stock."                               

"DESIGNATED SENIOR INDEBTEDNESS" means:                       

- Senior Indebtedness under the Senior Credit Facilities; and     

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- any other Senior Indebtedness permitted under the Indenture the 
      principal amount of which is $25.0 million or more and that has been
       designated by Willis Corroon Group as Designated Senior Indebtedness.

"SENIOR INDEBTEDNESS" means:                                  

           (1) the Obligations under the Senior Credit Facilities; and

                (2) the Obligations under any other Indebtedness permitted to be
      incurred by Willis Corroon Corporation under the terms of the Indenture,
       unless the instrument under which such Indebtedness is incurred expressly
      provides that it is on a parity with or subordinated in right of payment
to the notes,                                                     

including, with respect to clauses (1) and (2), interest accruing subsequent to 
the filing of, or which would have accrued but for the filing of, a petition for
bankruptcy, in accordance with and at the rate specified in the documents       
evidencing or governing such Senior Indebtedness, whether or not such interest  
is an allowable claim in such bankruptcy proceeding. Notwithstanding anything to
the contrary in the foregoing, Senior Indebtedness will not include:            

       - any liability for federal, state, local or other taxes owed or owing by
Willis Corroon Corporation;                                   

      - any obligation of Willis Corroon Corporation to its direct or indirect
parent corporations or to any of its Subsidiaries;            

   - any accounts payable or trade liabilities, including obligations in
        respect of funds held for the account of third parties, arising in the
ordinary course of business, including guarantees thereof or  
    instruments evidencing such liabilities, other than obligations in
  respect of letters of credit under the Senior Credit Facilities;

- any Indebtedness that is incurred in violation of the Indenture;

     - Indebtedness which, when incurred and without respect to any election
   under Section 1111(b) of Title 11, United States Code, is without
recourse to Willis Corroon Corporation;                       

       - any Indebtedness, guarantee or obligation of Willis Corroon Corporation
        which is subordinate or junior to any other Indebtedness, guarantee or
obligation of Willis Corroon Corporation;                     

- Indebtedness evidenced by the notes;                            

     - Indebtedness evidenced by the Group Intercompany Notes or Convertible
Loans; and                                                    

- Capital Stock of Willis Corroon Corporation.                    

       "Senior Indebtedness" of Willis Corroon Group or any guarantor of the
notes has a correlative meaning.                                                

     "SUBORDINATED NOTE OBLIGATIONS" means any principal of, premium, if
any, and interest on the notes payable pursuant to the terms of the notes or    
upon acceleration, together with and including any amounts received upon the    
exercise of rights of rescission or other rights of action, including claims for
damages, or otherwise, to the extent relating to the purchase price of the notes
or amounts corresponding to such principal, premium, if any, or interest on the 
notes.                                                                          

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    The notes will rank senior in right of payment to all Subordinated
Indebtedness of Willis Corroon Corporation. At the issuance of the outstanding  
notes, Willis Corroon Corporation had no Subordinated Indebtedness.             

PRINCIPAL, MATURITY AND INTEREST                                  

         The notes are limited in aggregate principal amount to $550,000,000 and
will mature at par on February 1, 2009. Interest on the notes will accrue at the
rate of 9% per annum and will be payable semi-annually in arrears on February 1 
and August 1, commencing on August 1, 1999, to Holders of record on the         
immediately preceding January 15 and July 15. Interest on the notes will accrue 
from the most recent date to which interest has been paid or, if no interest has
been paid, from the date of issuance of the outstanding notes. Interest will be 
computed on the basis of a 360-day year comprised of twelve 30-day months.      
Principal of, premium, if any, and interest on the notes will be payable at the 
office or agency of Willis Corroon Corporation maintained for such purpose      
within the City and State of New York or, at the option of Willis Corroon       
Corporation, payment of interest may be made by check mailed to the Holders of  
the notes at their respective addresses set forth in the register of Holders;   
PROVIDED that all payments of principal, premium, if any, and interest with     
respect to notes represented by one or more permanent global notes registered in
the name of or held by DTC or its nominee will be made by wire transfer of      
immediately available funds to the accounts specified by the Holder or Holders  
thereof. Until otherwise designated by Willis Corroon Corporation, Willis       
Corroon Corporation's office or agency in New York will be the office of the    
trustee maintained for such purpose. The notes will be issued in denominations  
of $1,000 and integral multiples thereof. If certificated notes are issued,     
Willis Corroon Corporation will appoint Kredietbank S.A. Luxembourgeoise, or    
such other Person located in Luxembourg and reasonably acceptable to the        
Trustee, as an additional paying and transfer agent. Upon the issuance of       
certificated notes, holders of the notes will be able to receive principal,     
premium, if any, and interest with respect to the notes and will be able to     
transfer certificated notes at the Luxembourg office of such paying and transfer
agent, subject to the right of Willis Corroon Corporation to mail payments in   
accordance with the terms of the Indenture.                                     

MANDATORY REDEMPTION                                              

Except as set forth below under "--Repurchase at the Option of
Holders," Willis Corroon Corporation is not required to make mandatory          
redemption or sinking fund payments with respect to the notes.                  

OPTIONAL REDEMPTION                                               

   Except as described below, the notes are not redeemable at Willis
Corroon Corporation's option until February 1, 2004. From and after February 1, 
2004, Willis Corroon Corporation may redeem the notes, in whole or in part, upon
not less than 30 nor more than 60 days' prior notice published in a leading     
newspaper having a general circulation in New York (which is expected to be the 
WALL STREET JOURNAL) and, so long as the notes are listed on the Luxembourg     
Stock Exchange and the rules of such stock exchange shall so require, a         
newspaper having a general circulation in Luxembourg (which is expected to be   
the LUXEMBURGER WORT), or, in the case of certificated notes, by being so       
published and also mailed by first-class mail to each Holder's registered       
address, at the redemption prices (expressed as percentages of principal amount)
set forth below, plus accrued and unpaid interest thereon, if any, to the       
applicable redemption date, subject to the right of Holders of record on the    
relevant record date to                                                         

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receive interest due on the relevant interest payment date, if redeemed during  
the twelve-month period beginning on February 1 of each of the years indicated  
below:                                                                          

                                                        [Enlarge/Download Table]

YEAR                                                                         REDEMPTION PRICE 
--------------------------------------------------------------------------  ------------------
                                                                                              
2004......................................................................         104.500%   
2005......................................................................         103.000%   
2006......................................................................         101.500%   
2007 and thereafter.......................................................         100.000%   

In addition, on or prior to February 1, 2002, Willis Corroon  
Corporation may, at its option, redeem up to 35% of the aggregate principal     
amount of notes issued under the Indenture at a redemption price equal to 109%  
of the aggregate principal amount thereof, plus accrued and unpaid interest     
thereon, if any, to the redemption date, subject to the right of Holders of     
record on the relevant record date to receive interest due on the relevant      
interest payment date, with the net proceeds of one or more Equity Offerings of 
Willis Corroon Corporation or any direct or indirect parent of Willis Corroon   
Corporation to the extent such net proceeds are contributed to Willis Corroon   
Corporation, or used to repay to Willis Corroon Corporation amounts outstanding 
in respect of the Trinity Intercompany Notes; PROVIDED that at least 65% of the 
aggregate principal amount of notes remains outstanding immediately after the   
occurrence of each such redemption; PROVIDED FURTHER that each such redemption  
occurs within 90 days of the date of closing of each such Equity Offering. The  
Trustee shall select the notes to be purchased in the manner described under    
"--Repurchase at the Option of Holders--Asset Sales-- Selection and Notice."    

REPURCHASE AT THE OPTION OF HOLDERS                               

CHANGE OF CONTROL                                                 

        If a Change of Control occurs, Willis Corroon Corporation will make an
offer to purchase all of the notes pursuant to the offer described below (the   
"CHANGE OF CONTROL OFFER") at a price in cash (the "CHANGE OF CONTROL PAYMENT") 
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid 
interest, if any, to the date of purchase, subject to the right of Holders of   
record on the relevant record date to receive interest due on the relevant      
interest payment date. Within 30 days following any Change of Control, Willis   
Corroon Corporation will publish notice of such in a leading newspaper having a 
general circulation in New York (which is expected to be the WALL STREET        
JOURNAL), and, so long as the notes are listed on the Luxembourg Stock Exchange 
and the rules of such stock exchange shall so require, a newspaper having a     
general circulation in Luxembourg (which is expected to be the LUXEMBURGER      
WORT), or, in the case of certificated notes, mail a notice to each Holder, and 
so long as the notes are listed on the Luxembourg Stock Exchange and the rules  
of such stock exchange shall so require, will publish notice in a newspaper     
having a general circulation in Luxembourg (which is expected to be the         
LUXEMBURGER WORT), with a copy to the Trustee, with the following information:  

           (1) a Change of Control Offer is being made pursuant to the
covenant entitled "CHANGE OF CONTROL," and that all notes properly
    tendered pursuant to such Change of Control Offer will be accepted for
payment;                                                          

              (2) the purchase price and the purchase date, which will be no
      earlier than 30 days nor later than 60 days from the date such notice is
mailed (the "CHANGE OF CONTROL PAYMENT DATE");                    

              (3) any note not properly tendered will remain outstanding and
continue to accrue interest;                                      

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                (4) unless Willis Corroon Corporation defaults in the payment of
       the Change of Control Payment, all notes accepted for payment pursuant to
     the Change of Control Offer will cease to accrue interest on the Change
of Control Payment Date;                                          

              (5) Holders electing to have any notes purchased pursuant to a
       Change of Control Offer will be required to surrender the notes, with the
      form entitled "Option of Holder to Elect Purchase" on the reverse of the
     notes completed, to the paying agent specified in the notice, which, if
       certificated notes are issued, will include a paying agent in Luxembourg,
      at the address specified in the notice prior to the close of business on
  the third business day preceding the Change of Control Payment Date;

             (6) Holders will be entitled to withdraw their tendered notes
       and their election to require Willis Corroon Corporation to purchase such
     notes, PROVIDED that the paying agent, which, if Certificated Notes are
    issued, will include a paying agent in Luxembourg, receives, not later
than the close of business on the last day of the Offer Period, a 
      telegram, telex, facsimile transmission or letter setting forth the name
    of the Holder of the notes, the principal amount of notes tendered for
    purchase, and a statement that such Holder is withdrawing his tendered
notes and his election to have such notes purchased; and          

             (7) that Holders whose notes are being purchased only in part
   will be issued new notes equal in principal amount to the unpurchased
       portion of the notes surrendered, which unpurchased portion must be equal
to $1,000 in principal amount or an integral multiple thereof.    

         While the notes are in global form and Willis Corroon Corporation makes
an offer to purchase all of the notes pursuant to the Change of Control Offer, a
Holder may exercise its option to elect for the purchase of the notes through   
the facilities of DTC, Euroclear and Cedel, subject to their rules and          
regulations.                                                                    

     Prior to complying with the provisions of this covenant, but in any
event within 30 days following a Change of Control, Willis Corroon Corporation  
will either repay all its outstanding Senior Indebtedness that prohibits it from
repurchasing notes in a Change of Control Offer or obtain the requisite         
consents, if any, under any outstanding Senior Indebtedness in each case        
necessary to permit the repurchase of the notes required by this covenant.      

      Willis Corroon Corporation will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations      
thereunder to the extent such laws or regulations are applicable in connection  
with the repurchase of the notes pursuant to a Change of Control Offer. To the  
extent that the provisions of any securities laws or regulations conflict with  
the provisions of the Indenture, Willis Corroon Corporation will comply with the
applicable securities laws and regulations and shall not be deemed to have      
breached its obligations described in the Indenture by virtue thereof.          

         On the Change of Control Payment Date, Willis Corroon Corporation will,
to the extent permitted by law,                                                 

             (1) accept for payment all notes or portions thereof properly
tendered pursuant to the Change of Control Offer,                 

        (2) deposit with the paying agent an amount equal to the
     aggregate Change of Control Payment in respect of all notes or portions
thereof so tendered and                                           

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         (3) deliver, or cause to be delivered, to the Trustee for
       cancellation the notes so accepted together with an officers' certificate
   stating that such notes or portions thereof have been tendered to and
purchased by Willis Corroon Corporation.                          

The paying agent will promptly mail to each Holder of the notes the Change of   
Control Payment for such notes, and the Trustee will promptly authenticate and  
mail to each Holder a new note equal in principal amount to any unpurchased     
portion of the notes surrendered, if any, PROVIDED, that each such new note will
be in a principal amount of $1,000 or an integral multiple thereof. Willis      
Corroon Corporation will publicly announce the results of the Change of Control 
Offer on or as soon as practicable after the Change of Control Payment Date.    

    The Senior Credit Facilities will, and future credit agreements or
other agreements relating to Senior Indebtedness to which Willis Corroon Group  
or Willis Corroon Corporation becomes a party may, prohibit Willis Corroon      
Corporation from purchasing any notes as a result of a Change of Control and/or 
provide that certain change of control events with respect to Willis Corroon    
Corporation would constitute a default thereunder. In the event a Change of     
Control occurs at a time when Willis Corroon Corporation is prohibited from     
purchasing the notes, Willis Corroon Group or Willis Corroon Corporation could  
seek the consent of its lenders to permit the purchase of the notes or could    
attempt to refinance the borrowings that contain such prohibition. If Willis    
Corroon Group or Willis Corroon Corporation does not obtain such a consent or   
repay such borrowings, Willis Corroon Corporation will remain prohibited from   
purchasing the notes. In such case, Willis Corroon Corporation's failure to     
purchase tendered notes would constitute an Event of Default under the          
Indenture. If, as a result thereof, a default occurs with respect to any Senior 
Indebtedness, the subordination provisions in the Indenture would restrict      
payments to the Holders under certain circumstances.                            

         The existence of a Holder's right to require Willis Corroon Corporation
to repurchase such Holder's notes upon the occurrence of a Change of Control may
deter a third party from seeking to acquire Willis Corroon Group or Willis      
Corroon Corporation in a transaction that would constitute a Change of Control. 

ASSET SALES                                                       

         The Indenture provides that Willis Corroon Group will not, and will not
permit any Restricted Subsidiary to, cause, make or suffer to exist an Asset    
Sale, unless                                                                    

              (1) Willis Corroon Group or such Restricted Subsidiary, as the
   case may be, receives consideration at the time of such Asset Sale at
  least equal to the fair market value (as determined in good faith by
   Willis Corroon Group) of the assets sold or otherwise disposed of and

               (2) except in the case of Permitted Asset Swap, at least 75% of
 the consideration therefor received by Willis Corroon Group or such
       Restricted Subsidiary, as the case may be, is in the form of cash or Cash
Equivalents; PROVIDED that the amount of                          

                     (a) any liabilities (as shown on Willis Corroon
                 Group's, or such Restricted Subsidiary's, most recent balance
                 sheet or in the notes thereto) of Willis Corroon Group or any
             Restricted Subsidiary, other than liabilities that are by
                  their terms subordinated to the notes, that are assumed by the
transferee of any such assets,              

                         (b) any securities received by Willis Corroon Group
               or such Restricted Subsidiary from such transferee that are
converted by Willis Corroon Group or        

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              such Restricted Subsidiary into cash (to the extent of the
                cash received) within 180 days following the closing of such
Asset Sale and                              

                          (c) any Designated Noncash Consideration received by
             Willis Corroon Group or any Restricted Subsidiary in such
           Asset Sale having an aggregate fair market value, taken
            together with all other Designated Noncash Consideration
             received pursuant to this clause (c) that is at that time
outstanding, not to exceed the greater of   

             (x) $100.0 million or

                                    (y) 10% of Total Revenues at the time of the
                      receipt of such Designated Noncash Consideration

   with the fair market value of each item of Designated Noncash
          Consideration being measured at the time received and without giving
effect to subsequent changes in value,                    

shall be deemed to be cash for purposes of this provision and for no other      
purpose.                                                                        

Within 365 days after Willis Corroon Group's or any Restricted
Subsidiary's receipt of the Net Proceeds of any Asset Sale, Willis Corroon Group
or such Restricted Subsidiary, at its option, may apply the Net Proceeds from   
such Asset Sale                                                                 

(1) to permanently reduce                       

                         (x) Obligations under the Senior Credit Facilities,
          and to correspondingly reduce commitments with respect
thereto,                                    

                          (y) other Senior Indebtedness or Senior Subordinated
                Indebtedness (and to correspondingly reduce commitments with
                 respect thereto), PROVIDED that if Willis Corroon Corporation
         shall so reduce Obligations under Senior Subordinated
                Indebtedness, it will equally and ratably reduce Obligations
               under the notes if the notes are then prepayable or, if the
             notes may not then be prepaid, Willis Corroon Corporation
              shall make an offer (in accordance with the procedures set
          forth below for an Asset Sale Offer) to all Holders to
                 purchase their notes at 100% of the principal amount thereof,
                  plus the amount of accrued but unpaid interest, if any, on the
       amount of notes that would otherwise be prepaid, or

                        (z) Indebtedness of a Restricted Subsidiary, other
             than Indebtedness owed to Willis Corroon Group or another
Restricted Subsidiary,                      

            (2) to an investment in any one or more businesses, PROVIDED
that such investment in any business may be in the form of the    
  acquisition of Capital Stock so long as it results in Willis Corroon
  Group or a Restricted Subsidiary, as the case may be, owning all the
     Capital Stock of such business, capital expenditures or acquisitions of
    other assets in each case, used or useful in a Similar Business and/or

            (3) to an investment in any one or more businesses, PROVIDED
that such investment in any business may be in the form of the    
  acquisition of Capital Stock so long as it results in Willis Corroon
  Group or a Restricted Subsidiary, as the case may be, owning all the
   Capital Stock of such business, properties or assets that replace the
  businesses, properties and assets that are the subject of such Asset
Sale.                                                             

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Any Net Proceeds from the Asset Sale that are not invested or applied as        
provided and within the time period set forth in the first sentence of this     
paragraph will be deemed to constitute "Excess Proceeds." When the aggregate    
amount of Excess Proceeds exceeds $15.0 million, Willis Corroon Corporation     
shall make an offer to all Holders of the notes (an "ASSET SALE OFFER") to      
purchase the maximum principal amount of notes, that is an integral multiple of 
$1,000, that may be purchased out of the Excess Proceeds at an offer price in   
cash in an amount equal to 100% of the principal amount thereof, plus accrued   
and unpaid interest, if any, to the date fixed for the closing of such offer, in
accordance with the procedures set forth in the Indenture. Willis Corroon       
Corporation will commence an Asset Sale Offer with respect to Excess Proceeds   
within ten business days after the date that Excess Proceeds exceeds $15.0      
million by mailing the notice required pursuant to the terms of the Indenture,  
with a copy to the Trustee. To the extent that the aggregate amount of notes    
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds,      
Willis Corroon Corporation may use any remaining Excess Proceeds for general    
corporate purposes. If the aggregate principal amount of notes surrendered by   
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select 
the notes to be purchased in the manner described under "--Selection and Notice"
below. Upon completion of any such Asset Sale Offer, the amount of Excess       
Proceeds shall be reset at zero.                                                

    Pending the final application of any Net Proceeds pursuant to this
covenant, Willis Corroon Group or the applicable Restricted Subsidiary may apply
such Net Proceeds temporarily to reduce Indebtedness outstanding under a        
revolving credit facility or otherwise invest such Net Proceeds in Cash         
Equivalents or Investment Grade Securities.                                     

      Willis Corroon Corporation will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations      
thereunder to the extent such laws or regulations are applicable in connection  
with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent 
that the provisions of any securities laws or regulations conflict with the     
provisions of the Indenture, Willis Corroon Corporation will comply with the    
applicable securities laws and regulations and shall not be deemed to have      
breached its obligations described in the Indenture by virtue thereof.          

    The Senior Credit Facilities will, and future credit agreements or
other agreements relating to Senior Indebtedness to which Willis Corroon        
Corporation becomes a party may, prohibit Willis Corroon Corporation from       
purchasing any notes pursuant to this Asset Sales covenant. In the event Willis 
Corroon Corporation is prohibited from purchasing the notes, Willis Corroon     
Corporation could seek the consent of its lenders to the purchase of the notes  
or could attempt to refinance the borrowings that contain such prohibition. If  
Willis Corroon Corporation does not obtain such a consent or repay such         
borrowings, it will remain prohibited from purchasing the notes. In such case,  
Willis Corroon Corporation's failure to purchase tendered notes would constitute
an Event of Default under the Indenture. If, as a result thereof, a default     
occurs with respect to any Senior Indebtedness, the subordination provisions in 
the Indenture would restrict payments to the Holders of the notes under certain 
circumstances.                                                                  

         SELECTION AND NOTICE.  If less than all of the notes are to be redeemed
at any time or if more notes are tendered pursuant to an Asset Sale Offer than  
Willis Corroon Corporation is required to purchase, selection of such notes for 
redemption or purchase, as the case may be, will be made by the Trustee in      
compliance with the requirements of the principal national securities exchange, 
if any, on which such notes are listed, or, if such notes are not so listed, on 
a pro rata basis, by lot or by such other method as the Trustee shall deem fair 
and appropriate; PROVIDED that no notes of $1,000 or less shall be purchased or 
redeemed in part.                                                               

        Notices of purchase or redemption shall be mailed by first class mail,
postage prepaid, at least 30 but not more than 60 days before the purchase or   
redemption date to each Holder of notes to be purchased or redeemed at such     
Holder's registered address. If any note is to be purchased or                  

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redeemed in part only, any notice of purchase or redemption that relates to such
note shall state the portion of the principal amount thereof that has been or is
to be purchased or redeemed.                                                    

       A new note in principal amount equal to the unpurchased or unredeemed
portion of any note purchased or redeemed in part will be issued in the name of 
the Holder thereof upon cancellation of the original note. On and after the     
purchase or redemption date unless Willis Corroon Corporation defaults in       
payment of the purchase or redemption price, interest shall cease to accrue on  
notes or portions thereof purchased or called for redemption.                   

CERTAIN COVENANTS                                                               

        LIMITATION ON RESTRICTED PAYMENTS.  Willis Corroon Group will not, and
will not permit any Restricted Subsidiary to, directly or indirectly:           

           (1) declare or pay any dividend or make any distribution on
     account of Willis Corroon Group's or any Restricted Subsidiary's Equity
     Interests, including any dividend or distribution payable in connection
with any merger or consolidation (other than                      

                      (A) dividends or distributions by Willis Corroon
              Group payable in Equity Interests (other than Disqualified
             Stock) of Willis Corroon Group or in options, warrants or
     other rights to purchase such Equity Interests or

                    (B) dividends or distributions by a Restricted
         Subsidiary so long as, in the case of any dividend or
                distribution payable on or in respect of any class or series
                  of securities issued by a Subsidiary other than a Wholly Owned
               Subsidiary, Willis Corroon Group or a Restricted Subsidiary
            receives at least its pro rata share of such dividend or
                distribution in accordance with its Equity Interests in such
class or series of securities);             

                (2) purchase, redeem, defease or otherwise acquire or retire for
 value any Equity Interests of Willis Corroon Group or any direct or
indirect parent of Willis Corroon Group;                          

         (3) make any principal payment on, or redeem, repurchase,
     defease or otherwise acquire or retire for value in each case, prior to
  any scheduled repayment, or maturity, any Subordinated Indebtedness,
other than                                                        

                           (x) Indebtedness permitted under clauses (g), (h) and
         (q) of the covenant described under "--Limitations on
                  Incurrence of Indebtedness and Issuance of Disqualified Stock"
or                                          

                          (y) the purchase, repurchase or other acquisition of
          Subordinated Indebtedness purchased in anticipation of
                  satisfying a sinking fund obligation, principal installment or
                final maturity, in each case due within one year of the date
of purchase, repurchase or acquisition;     

(4) make any Restricted Investment; or          

              (5) pay any principal of or interest on any Group Intercompany
      Note unless such amount is immediately repaid to Willis Corroon Group or
     a Restricted Subsidiary in respect of the principal of, or interest on,
any Trinity Intercompany Note or pay any amount in respect of a   
Convertible Loan                                                  

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(all such payments and other actions set forth in clauses (1) through (5) above 
being collectively referred to as "Restricted Payments"), unless, at the time of
such Restricted Payment:                                                        

             (a) no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof;               

                (b) immediately after giving effect to such transaction on a pro
forma basis, Willis Corroon Group could incur $1.00 of additional 
Indebtedness under the provisions of the first paragraph of       
       "--Limitations on Incurrence of Indebtedness and Issuance of Disqualified
Stock"; and                                                       

               (c) such Restricted Payment, together with the aggregate amount
   of all other Restricted Payments made by Willis Corroon Group and its
  Restricted Subsidiaries after the Closing Date (including Restricted
    Payments permitted by clauses (1), (2) (with respect to the payment of
       dividends on Refunding Capital Stock pursuant to clause (b) thereof), (4)
       (only to the extent that amounts paid pursuant to such clause are greater
  than amounts that could have been paid pursuant to such clause if $6
       million and $12 million were substituted in such clause for $12.5 million
 and $25 million, respectively), (6), (9), (10) and (14) of the next
succeeding paragraph, but excluding all other Restricted Payments 
  permitted by the next succeeding paragraph), is less than the sum of

                      (1) 50% of the Consolidated Net Income of Willis
                 Corroon Group for the period (taken as one accounting period)
              from January 1, 1999, to the end of Willis Corroon Group's
         most recently ended fiscal quarter for which internal
          financial statements are available at the time of such
             Restricted Payment, or, in the case such Consolidated Net
           Income for such period is a deficit, minus 100% of such
deficit, PLUS                               

                         (2) 100% of the aggregate net cash proceeds and the
                  fair market value, as determined in good faith by the board of
              directors, of marketable securities and Qualified Proceeds
                  received by Willis Corroon Group or Willis Corroon Corporation
              since immediately after the Closing Date from the issue or
sale of                                     

                                    (x) Equity Interests of Willis Corroon Group
                      or Willis Corroon Corporation, including Retired
                          Capital Stock (as defined below), but excluding cash
                   proceeds, marketable securities and Qualified
        Proceeds received from the sale of

                              (A) Equity Interests

                                         (a) to members of
                               management, directors or consultants of
                              Willis Corroon Group or Willis Corroon
                                  Corporation, any direct or indirect parent
                                 corporation of Willis Corroon Corporation
                               and Willis Corroon Group's Subsidiaries
                                 after the Closing Date to the extent such
                               amounts have been applied to Restricted
                                   Payments made in accordance with clause (4)
                           of the next succeeding paragraph or

                                           (b) pursuant to the
                  Contribution Agreement and

                                        (B) Designated Preferred Stock

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                       and, to the extent actually contributed to Willis
                         Corroon Group or Willis Corroon Corporation, Equity
                   Interests of Willis Corroon Group's direct or
                           indirect parent corporations (excluding contributions
                           of the proceeds from the sale of Designated Preferred
    Stock of such corporations) or

                                    (y) debt securities (other than that portion
                       of the Convertible Loan made with the proceeds of
                         Interim Refinancing Indebtedness) of Willis Corroon
                        Group or Willis Corroon Corporation that have been
                    converted into such Equity Interests of Willis
                  Corroon Group or Willis Corroon Corporation;
                       PROVIDED, HOWEVER, that this clause (2) shall not
                           include the proceeds from Refunding Capital Stock (as
                          defined below), Equity Interests or convertible debt
                          securities of Willis Corroon Group or Willis Corroon
                           Corporation sold to a Restricted Subsidiary or Willis
                           Corroon Group, as the case may be, Disqualified Stock
                      or debt securities that have been converted into
Disqualified Stock, PLUS  

                          (3) 100% of the aggregate amount of cash, marketable
                securities and Qualified Proceeds contributed to the capital
         of Willis Corroon Group or Willis Corroon Corporation
          following the Closing Date (other than by a Restricted
Subsidiary or Willis Corroon Group), PLUS   

                        (4) 100% of the aggregate amount received in cash,
                the fair market value of marketable securities and Qualified
                  Proceeds (other than Restricted Investments) received by means
of                                          

                                (A) the sale or other disposition (other
                  than to Willis Corroon Group or a Restricted
                          Subsidiary) of Restricted Investments made by Willis
                       Corroon Group and its Restricted Subsidiaries and
                    repurchases and redemptions of such Restricted
                   Investments from Willis Corroon Group and its
                        Restricted Subsidiaries and repayments of loans or
                         advances which constitute Restricted Investments by
                          Willis Corroon Group and its Restricted Subsidiaries
or                        

                                  (B) the sale (other than to Willis Corroon
                          Group or a Restricted Subsidiary) of the stock of an
                       Unrestricted Subsidiary or a distribution from an
                         Unrestricted Subsidiary (other than in each case to
                    the extent the Investment in such Unrestricted
                      Subsidiary was made by Willis Corroon Group or a
                           Restricted Subsidiary pursuant to clauses (7) or (11)
                          below or to the extent such Investment constituted a
                 Permitted Investment) or a dividend from an
  Unrestricted Subsidiary PLUS

                (5) in the case of the redesignation of an
           Unrestricted Subsidiary as, or an associate becoming, a
                  Restricted Subsidiary, the fair market value of the Investment
                 in such Unrestricted Subsidiary or associate, as the case may
                be, as determined by the board of directors in good faith or
            if, in the case of an Unrestricted Subsidiary, such fair
         market value may exceed $25 million, in writing by an
                independent investment banking firm of nationally recognized
      standing, at the time of the redesignation of such
                  Unrestricted Subsidiary as a Restricted Subsidiary, other than
              an Unrestricted Subsidiary to the extent the Investment in
              such Unrestricted Subsidiary or such associate was made by
Willis Corroon                              

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               Group or a Restricted Subsidiary pursuant to clauses (7) or
             (11) below or to the extent such Investment constituted a
Permitted Investment.                       

The foregoing provisions will not prohibit:                   

                (1) the payment of any dividend within 60 days after the date of
   declaration thereof, if at the date of declaration such payment would
have complied with the provisions of the Indenture;               

             (2)       (a) the redemption, repurchase, retirement or other
                acquisition of any Equity Interests ("RETIRED CAPITAL STOCK") or
                Subordinated Indebtedness of Willis Corroon Group, or any Equity
                Interests of any direct or indirect parent corporation of Willis
             Corroon Group, in exchange for, or out of the proceeds of the
         substantially concurrent sale (other than to a Restricted
           Subsidiary or Willis Corroon Group) of, Equity Interests of
           Willis Corroon Group or Willis Corroon Corporation (in each
            case, other than any Disqualified Stock) ("REFUNDING CAPITAL
STOCK") and                                     

                         (b) the declaration and payment of dividends on the
               Refunding Capital Stock (other than Refunding Capital Stock
                 the proceeds of which were used to redeem, repurchase, retire
              or otherwise acquire any Equity Interests of any direct or
              indirect parent corporation of Willis Corroon Group) in an
                  aggregate amount per year no greater than the aggregate amount
                  of dividends per annum that was declarable and payable on such
               Retired Capital Stock immediately prior to such retirement;

      (3) the redemption, repurchase or other acquisition or
       retirement of Subordinated Indebtedness of Willis Corroon Group or Willis
     Corroon Corporation made by exchange for, or out of the proceeds of the
  substantially concurrent sale of, new Indebtedness of Willis Corroon
Group or Willis Corroon Corporation, as the case may be, which is 
      incurred in compliance with "--Limitations on Incurrence of Indebtedness
and Issuance of Disqualified Stock" so long as                    

                       (A) the principal amount of such new Indebtedness
            does not exceed the principal amount of the Subordinated
            Indebtedness being so redeemed, repurchased, acquired or
                 retired for value, PLUS the amount of any premium required to
           be paid under the terms of the instrument governing the
             Subordinated Indebtedness being so redeemed, repurchased,
acquired or retired,                        

                     (B) such Indebtedness is subordinated to Senior
                  Indebtedness and the notes at least to the same extent as such
                Subordinated Indebtedness so purchased, exchanged, redeemed,
repurchased, acquired or retired for value, 

                          (C) such Indebtedness has a final scheduled maturity
                 date equal to or later than the final scheduled maturity date
       of the Subordinated Indebtedness being so redeemed,
repurchased, acquired or retired and        

                          (D) such Indebtedness has a Weighted Average Life to
            Maturity equal to or greater than the remaining Weighted
             Average Life to Maturity of the Subordinated Indebtedness
        being so redeemed, repurchased, acquired or retired;

              (4) a Restricted Payment to pay for the repurchase, retirement
     or other acquisition or retirement for value of common Equity Interests
of Willis Corroon Group, any of its direct or                     

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    indirect parent corporations or Willis Corroon Corporation held by any
  future, present or former employee, director or consultant of Willis
     Corroon Group, any of its Subsidiaries or any of its direct or indirect
 parent corporations pursuant to any management equity plan or stock
option plan or any other management or employee benefit plan or   
       agreement; PROVIDED, HOWEVER, that the aggregate Restricted Payments made
     under this clause (iv) do not exceed in any calendar year $12.5 million
(with unused amounts in any calendar year being carried over to   
      succeeding calendar years subject to a maximum (without giving effect to
     the following proviso) of $25.0 million in any calendar year); PROVIDED
  FURTHER that such amount in any calendar year may be increased by an
amount not to exceed                                              

                   (A) the cash proceeds from the sale of Equity
                 Interests of Willis Corroon Group, Willis Corroon Corporation
             and, to the extent contributed to Willis Corroon Group or
                 Willis Corroon Corporation, Equity Interests of any of Willis
              Corroon Group's direct or indirect parent corporations, in
                each case to members of management, directors or consultants
                  of Willis Corroon Group, any of its Subsidiaries or any of its
                direct or indirect parent corporations that occurs after the
                  Closing Date, to the extent the cash proceeds from the sale of
                such Equity Interests have not otherwise been applied to the
                 payment of Restricted Payments by virtue of clause (c) of the
preceding paragraph, plus                   

                     (B) the cash proceeds of key man life insurance
                policies received by Willis Corroon Group and its Restricted
Subsidiaries after the Closing Date less    

                          (C) the amount of any Restricted Payments previously
            made pursuant to clauses (A) and (B) of this clause (4);

    and PROVIDED FURTHER that cancellation of Indebtedness owing to Willis
       Corroon Group or Willis Corroon Corporation from members of management of
     Willis Corroon Group, any of its direct or indirect parent corporations
    or any Restricted Subsidiary in connection with a repurchase of Equity
     Interests of Willis Corroon Group, any of its direct or indirect parent
corporations or Willis Corroon Corporation will not be deemed to  
  constitute a Restricted Payment for purposes of this covenant or any
other provision of the Indenture;                                 

              (5) the declaration and payment of dividends to holders of any
   class or series of Disqualified Stock of Willis Corroon Group, Willis
      Corroon Corporation or any other guarantor issued in accordance with the
       covenant described under "--Limitations on Incurrence of Indebtedness and
       Issuance of Disqualified Stock" to the extent such dividends are included
in the definition of Fixed Charges;                               

         (6)       (A) the declaration and payment of dividends to
            holders of any class or series of Designated Preferred Stock
              (other than Disqualified Stock) issued by Willis Corroon Group
     or Willis Corroon Corporation after the Closing Date,

                       (B) the declaration and payment of dividends to a
                  direct or indirect parent corporation of Willis Corroon Group,
             the proceeds of which will be used to fund the payment of
             dividends to holders of any class or series of Designated
                  Preferred Stock (other than Disqualified Stock) of such parent
                corporation issued after the Closing Date, PROVIDED that the
                  amount of dividends paid pursuant to this clause (B) shall not
               exceed the aggregate amount of cash actually contributed to
         Willis Corroon Group from the sale of such Designated
Preferred Stock, or                         

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                     (C) the declaration and payment of dividends on
                 Refunding Capital Stock in excess of the dividends declarable
                  and payable thereon pursuant to clause (2); PROVIDED, HOWEVER,
            in each case, that for the most recently ended four full
               fiscal quarters for which internal financial statements are
                available immediately preceding the date of issuance of such
         Designated Preferred Stock or the declaration of such
                dividends on Refunding Capital Stock, after giving effect to
             such issuance or declaration on a pro forma basis, Willis
                  Corroon Group and its Restricted Subsidiaries would have had a
         Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

               (7) Investments in Unrestricted Subsidiaries and associates (or
       Persons that become associates as a result of such Investments) having an
    aggregate fair market value, taken together with all other Investments
 made pursuant to this clause (7) that are at that time outstanding,
    without giving effect to the sale of an Unrestricted Subsidiary to the
 extent the proceeds of such sale do not consist of cash, marketable
      securities and/or Qualified Proceeds or do consist of distributions made
       pursuant to clause (13) below, not to exceed $25.0 million at the time of
  such Investment (with the fair market value of each Investment being
       measured at the time made and without giving effect to subsequent changes
in value);                                                        

        (8) repurchases of Equity Interests deemed to occur upon
       exercise of stock options if such Equity Interests represent a portion of
the exercise price of such options;                               

             (9) the payment of dividends on Willis Corroon Group's Common
     Stock or Willis Corroon Corporation's Common Stock, following the first
    public offering of Willis Corroon Group's Common Stock, Willis Corroon
    Corporation's Common Stock or the Common Stock of any of its direct or
  indirect parent corporations after the Closing Date, of up to 6% per
  annum of the net proceeds received by Willis Corroon Group or Willis
      Corroon Corporation in such public offering, other than public offerings
   with respect to Willis Corroon Group's Common Stock or Willis Corroon
Corporation's Common Stock registered on Form S-8;                

               (10) a Restricted Payment to pay for the repurchase, retirement
     or other acquisition or retirement for value of common Equity Interests
     of Willis Corroon Group or any direct or indirect parent corporation of
     Willis Corroon Group in existence on the Closing Date and which are not
  held by Kohlberg Kravis Roberts & Co. L.P., the Consortium or any of
  their Affiliates on the Closing Date (including any Equity Interests
      issued in respect of such Equity Interests as a result of a stock split,
    recapitalization, merger, combination, consolidation or otherwise, but
  excluding any management equity plan or stock option plan or similar
agreement), PROVIDED that Willis Corroon Group and its Restricted 
    Subsidiaries shall be permitted to make Restricted Payments under this
       clause only if after giving effect thereto, Willis Corroon Group would be
      permitted to incur at least $1.00 of additional Indebtedness pursuant to
     the Fixed Charge Coverage Ratio test set forth in the first sentence of
       the covenant described under "--Limitations on Incurrence of Indebtedness
and Issuance of Disqualified Stock"; PROVIDED FURTHER that        
    notwithstanding the foregoing, Willis Corroon Group and the Restricted
      Subsidiaries shall be permitted to make Restricted Payments in an amount
  not to exceed $20.0 million to pay for the repurchase, retirement or
     other acquisition or retirement for value of common Equity Interests of
  Willis Corroon Group or any direct or indirect parent corporation of
Willis Corroon Group held by the Consortium;                      

           (11) Investments that are made with Excluded Contributions;

            (12) other Restricted Payments in an aggregate amount not to
exceed $25.0 million;                                             

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               (13) the distribution, as a dividend or otherwise, of shares of
 Capital Stock of, or Indebtedness owed to Willis Corroon Group or a
Restricted Subsidiary of Willis Corroon Group by, Unrestricted    
Subsidiaries, with the exception of Investments in Unrestricted   
Subsidiaries acquired pursuant to clause (10) of the definition of
Permitted Investments;                                            

            (14) cash dividends or other distributions on Willis Corroon
   Group's Capital Stock used to, or loans the proceeds of which will be
used to,                                                          

                      (A) fund the payment of dividends (at a rate per
                  annum not to exceed 8 1/2%) on the Consortium Preferred Stock,
               whether such dividends have accrued during the then-current
fiscal year or any previous fiscal year, or 

                        (B) repay amounts outstanding under the Guaranteed
Loan Notes;                                 

                (15) loans in respect of Interim Refinancing Indebtedness or the
 declaration and payment of dividends on the Closing Date to Trinity
   Acquisition in an amount equal to the aggregate outstanding principal
      amount of and accrued and unpaid interest on, the Interim Financings and
       indebtedness of Willis Corroon Group and its Subsidiaries existing on the
Closing Date and required to be repaid under the Senior Credit    
   Facilities, the proceeds of which were used by Trinity Acquisition to
repay the Interim Financings and such other indebtedness;         

               (16) the declaration and payment of dividends to, or the making
       of loans to, Trinity Acquisition in an amount not to exceed the amount of
    principal and interest then due and payable on the Interim Refinancing
     Indebtedness, PROVIDED that the full amount of such dividend or loan is
  immediately repaid in cash to Willis Corroon Group or any Restricted
Subsidiary;                                                       

               (17) the declaration and payment of dividends by Willis Corroon
    Group to, or the making of loans to, its parent corporation in amounts
required for Willis Corroon Group's direct or indirect parent     
corporations to pay                                               

                   (A) franchise taxes and other fees, taxes and
            expenses required to maintain their corporate existence,

                    (B) federal, state and local income taxes, and
            analogous taxes in the United Kingdom to the extent such
                 income taxes are attributable to the income of Willis Corroon
                Group and the Restricted Subsidiaries, and, to the extent of
       the amounts actually received from its Unrestricted
              Subsidiaries, in amounts required to pay such taxes to the
          extent attributable to the income of such Unrestricted
Subsidiaries,                               

                    (C) customary salary, bonus and other benefits
               payable to officers and employees of any direct or indirect
                 parent corporation of Willis Corroon Group to the extent such
                salaries, bonuses and other benefits are attributable to the
          ownership or operation of Willis Corroon Group and its
Subsidiaries and                            

                           (D) general corporate overhead expenses of any direct
                 or indirect parent corporation of Willis Corroon Group to the
             extent such expenses are attributable to the ownership or
           operation of Willis Corroon Group and its Subsidiaries;

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            (18) cash dividends or other distributions on Willis Corroon
Group's Capital Stock used to, or the making of loans to Trinity  
    Acquisition the proceeds of which will be used to, fund the payment of
fees and expenses incurred in connection with the Transactions (as
  defined in the Indenture) or owed to Affiliates, in each case to the
   extent permitted by the covenant described under "--Transactions with
Affiliates";                                                      

   (19) distributions or payments of Receivables Fees;

           (20) the making of loans in respect of Trinity Intercompany
Notes;                                                            

               (21) the declaration and payment of dividends to, or the making
       of loans to, Trinity Acquisition in an amount not to exceed the amount of
     principal and interest then due and payable on the Trinity Intercompany
Notes, provided that the full amount of such dividend or loan is  
  immediately repaid in cash to Willis Corroon Group or any Restricted
Subsidiary; or                                                    

            (22) cash dividends or other distributions on Willis Corroon
     Group's Capital Stock used to, or loans made to Trinity Acquisition to,
 fund the payment of net amounts required to be paid pursuant to any
Trinity Hedging Obligations.                                      

    As of the issuance of the outstanding notes, all of Willis Corroon
Group's Subsidiaries (other than Sovereign Marine and General Insurance Company,
in provisional liquidation) will be Restricted Subsidiaries. Willis Corroon     
Group will not permit any Unrestricted Subsidiary to become a Restricted        
Subsidiary except pursuant to the second to last sentence of the definition of  
"Unrestricted Subsidiary". For purposes of designating any Restricted Subsidiary
as an Unrestricted Subsidiary, all outstanding Investments by Willis Corroon    
Group and its Restricted Subsidiaries (except to the extent repaid) in the      
Subsidiary so designated will be deemed to be Restricted Payments in an amount  
determined as set forth in the last sentence of the definition of "Investment". 
Such designation will be permitted only if a Restricted Payment in such amount  
would be permitted at such time, whether pursuant to the first paragraph of this
covenant or under clauses (7), (11) and (12), and if such Subsidiary otherwise  
meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries   
will not be subject to any of the restrictive covenants set forth in the        
Indenture.                                                                      

       LIMITATION ON INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED
STOCK.  Willis Corroon Group will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,   
(collectively, "INCUR" and collectively, an "INCURRENCE") with respect to any   
Indebtedness (including Acquired Indebtedness) and that Willis Corroon Group    
will not issue any shares of Disqualified Stock and will not permit any of its  
Restricted Subsidiaries to issue any shares of preferred stock; PROVIDED,       
HOWEVER, that Willis Corroon Group may incur Indebtedness (including Acquired   
Indebtedness) or issue shares of Disqualified Stock, and Willis Corroon         
Corporation and any Restricted Subsidiary that is a guarantor may incur         
Indebtedness, issue shares of Disqualified Stock and issue shares of preferred  
stock, if the Fixed Charge Coverage Ratio for Willis Corroon Group's and its    
Restricted Subsidiaries' most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on   
which such additional Indebtedness is incurred or such Disqualified Stock or    
preferred stock is issued would have been at least 2.00 to 1.00, determined on a
pro forma basis (including a pro forma application of the net proceeds          
therefrom), as if the additional Indebtedness had been incurred, or the         
Disqualified Stock or preferred stock had been issued, as the case may be, and  
the application of proceeds therefrom had occurred at the beginning of such     
four-quarter period.                                                            

The foregoing limitations will not apply to:                  

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                (a) the existence of Indebtedness under Credit Facilities on the
       Closing Date together with the incurrence by Willis Corroon Group, Willis
    Corroon Corporation or any other Restricted Subsidiary of Indebtedness
 under Credit Facilities and the issuance and creation of letters of
    credit and bankers' acceptances thereunder (with letters of credit and
       bankers' acceptances being deemed to have a principal amount equal to the
 face amount thereof), up to an aggregate principal amount of $675.0
million outstanding at any one time; PROVIDED, HOWEVER, that the  
  aggregate amount of Indebtedness incurred by Restricted Subsidiaries
       (other than Willis Corroon Corporation or any guarantor) pursuant to this
   clause (a) may not exceed $150.0 million outstanding at any one time;

                (b) the incurrence by Willis Corroon Corporation of Indebtedness
represented by the notes;                                         

               (c) Existing Indebtedness (other than Indebtedness described in
clauses (a) and (b));                                             

          (d) Indebtedness (including Capitalized Lease Obligations)
     incurred by Willis Corroon Group or any of its Restricted Subsidiaries,
to finance the purchase, lease or improvement of property (real or
      personal) or equipment, whether through the direct purchase of assets or
 the Capital Stock of any Person owning such assets, in an aggregate
      principal amount which, when aggregated with the principal amount of all
      other Indebtedness then outstanding and incurred pursuant to this clause
(d) and including all Refinancing Indebtedness incurred to refund,
   refinance or replace any other Indebtedness incurred pursuant to this
clause (d), does not exceed the greater of                        

(x) $50.0 million and     

(y) 5% of Total Revenues; 

               (e) Indebtedness incurred by Willis Corroon Group or any of its
 Restricted Subsidiaries constituting reimbursement obligations with
     respect to letters of credit issued in the ordinary course of business,
   including without limitation letters of credit in respect of workers'
      compensation claims, or other Indebtedness with respect to reimbursement
type obligations regarding workers' compensation claims; PROVIDED,
HOWEVER, that upon the drawing of such letters of credit or the   
     incurrence of such Indebtedness, such obligations are reimbursed within
30 days following such drawing or incurrence;                     

           (f)  Indebtedness arising from agreements of Willis Corroon
Group or a Restricted Subsidiary providing for indemnification,   
adjustment of purchase price or similar obligations, in each case,
     incurred or assumed in connection with the disposition of any business,
       assets or a Subsidiary, other than guarantees of Indebtedness incurred by
   any Person acquiring all or any portion of such business, assets or a
 Subsidiary for the purpose of financing such acquisition; PROVIDED,
HOWEVER, that                                                     

                           (1) such Indebtedness is not reflected on the balance
              sheet of Willis Corroon Group or any Restricted Subsidiary
                  (contingent obligations referred to in a footnote to financial
               statements and not otherwise reflected on the balance sheet
                will not be deemed to be reflected on such balance sheet for
purposes of this clause (1)) and            

                           (2) the maximum assumable liability in respect of all
                such Indebtedness shall at no time exceed the gross proceeds
including noncash                           

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                  proceeds (the fair market value of such noncash proceeds being
                  measured at the time received and without giving effect to any
            subsequent changes in value) actually received by Willis
               Corroon Group and its Restricted Subsidiaries in connection
with such disposition;                      

        (g) Indebtedness of Willis Corroon Group to a Restricted
      Subsidiary; PROVIDED that any such Indebtedness is subordinated in right
       of payment to the notes; PROVIDED FURTHER that any subsequent issuance or
   transfer of any Capital Stock or any other event which results in any
     such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
  other subsequent transfer of any such Indebtedness (except to Willis
      Corroon Group or another Restricted Subsidiary) shall be deemed, in each
case to be an incurrence of such Indebtedness;                    

             (h) Indebtedness of a Restricted Subsidiary to Willis Corroon
Group or another Restricted Subsidiary; PROVIDED that             

                      (1) any such Indebtedness is made pursuant to an
intercompany note and                       

                      (2) if a guarantor incurs such Indebtedness to a
                Restricted Subsidiary that is not Willis Corroon Corporation
                or a guarantor such Indebtedness is subordinated in right of
                payment to the guarantee of such guarantor; PROVIDED FURTHER
                 that any subsequent transfer of any such Indebtedness (except
             to Willis Corroon Group or another Restricted Subsidiary)
             shall be deemed, in each case to be an incurrence of such
Indebtedness;                               

                (i)  shares of preferred stock of a Restricted Subsidiary issued
     to Willis Corroon Group or another Restricted Subsidiary; PROVIDED that
   any subsequent issuance or transfer of any Capital Stock or any other
   event which results in any such Restricted Subsidiary ceasing to be a
       Restricted Subsidiary or any other subsequent transfer of any such shares
      of preferred stock (except to Willis Corroon Group or another Restricted
       Subsidiary) shall be deemed in each case to be an issuance of such shares
of preferred stock;                                               

               (j)  Hedging Obligations (excluding Hedging Obligations entered
into for speculative purposes);                                   

              (k) obligations in respect of performance and surety bonds and
      completion guarantees provided by Willis Corroon Group or any Restricted
Subsidiary in the ordinary course of business;                    

     (l)  Indebtedness of any guarantor in respect of such
guarantor's guarantee;                                            

               (m) Indebtedness and Disqualified Stock of Willis Corroon Group
     or any of its Restricted Subsidiaries not otherwise permitted hereunder
    in an aggregate principal amount or liquidation preference, which when
    aggregated with the principal amount and liquidation preference of all
     other Indebtedness and Disqualified Stock then outstanding and incurred
      pursuant to this clause (m), does not at any one time outstanding exceed
the sum of                                                        

(x) $250 million and      

                          (y) 100% of the net cash proceeds received by Willis
                 Corroon Group or Willis Corroon Corporation since immediately
           after the Closing Date from the issue or sale of Equity
           Interests of Willis Corroon Group, any of its direct or
indirect                                    

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                 parent corporations or Willis Corroon Corporation or net cash
                  proceeds contributed to the capital of Willis Corroon Group or
                Willis Corroon Corporation (in each case other than proceeds
                of Disqualified Stock or sales of Equity Interests to Willis
              Corroon Group or any of its Subsidiaries) as determined in
          accordance with clauses (c)(2) and (c)(3) of the first
             paragraph of "--Limitation on Restricted Payments" to the
                extent such net cash proceeds have not been applied pursuant
                to such clauses to make Restricted Payments or to make other
             payments or exchanges pursuant to the second paragraph of
              "--Limitation on Restricted Payments" or to make Permitted
              Investments (other than Permitted Investments specified in
  clauses (a) and (c) of the definition thereof,

                  (it being understood that any Indebtedness incurred under this
               clause (m) shall cease to be deemed incurred or outstanding
             for purposes of this clause (m) but shall be deemed to be
                 incurred for purposes of the first paragraph of this covenant
               from and after the first date on which Willis Corroon Group
         could have incurred such Indebtedness under the first
                paragraph of this covenant without reliance upon this clause
(m));                                       

           (n)     (1) any guarantee by Willis Corroon Group or Willis
               Corroon Corporation of Indebtedness or other obligations of any
                of its Restricted Subsidiaries so long as the incurrence of such
                Indebtedness incurred by such Restricted Subsidiary is permitted
under the terms of the Indenture,               

                     (2) any guarantee by a Restricted Subsidiary of
          Indebtedness of Willis Corroon Group or Willis Corroon
            Corporation or of the Trinity Hedging Obligations or the
                 Facility Hedging Obligations, PROVIDED that such guarantee is
                  incurred in accordance with the covenant described below under
             "--Limitation on Guarantees of Indebtedness by Restricted
Subsidiaries" or                            

                        (3) any guarantee by Willis Corroon Corporation of
           the Trinity Hedging Obligations or the Facility Hedging
Obligations;                                

        (o) the incurrence by Willis Corroon Group or any of its
Restricted Subsidiaries of Indebtedness which serves to refund or 
refinance any Indebtedness incurred as permitted under the first  
 paragraph of this covenant and clauses (b), (c) and (d) above, this
     clause (o) and clause (p) below or any Indebtedness issued to so refund
       or refinance such Indebtedness including additional Indebtedness incurred
to pay premiums and fees in connection therewith (the "REFINANCING
      INDEBTEDNESS") prior to its respective maturity; PROVIDED, HOWEVER, that
such Refinancing Indebtedness                                     

                        (1) has a Weighted Average Life to Maturity at the
               time such Refinancing Indebtedness is incurred which is not
                less than the remaining Weighted Average Life to Maturity of
Indebtedness being refunded or refinanced,  

                     (2) to the extent such Refinancing Indebtedness
             refinances Indebtedness subordinated or PARI PASSU to the
                notes, such Refinancing Indebtedness is subordinated or PARI
         PASSU to the notes at least to the same extent as the
 Indebtedness being refinanced or refunded and

(3) shall not include     

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                             (x) Indebtedness of a Subsidiary that
                        refinances Indebtedness of Willis Corroon Group or

                                   (y) Indebtedness of Willis Corroon Group or
                          a Restricted Subsidiary that refinances Indebtedness
    of an Unrestricted Subsidiary;

     and PROVIDED FURTHER that subclauses (1) and (2) of this clause (o)
will not apply to any refunding or refinancing of any Senior  
Indebtedness;                                                 

          (p) Indebtedness or Disqualified Stock of Persons that are
     acquired by Willis Corroon Group or any Restricted Subsidiary or merged
into a Restricted Subsidiary in accordance with the terms of the  
     Indenture; PROVIDED that such Indebtedness or Disqualified Stock is not
   incurred in contemplation of such acquisition or merger; and PROVIDED
    FURTHER that after giving effect to such acquisition or merger, either

                          (1) Willis Corroon Group would be permitted to incur
             at least $1.00 of additional Indebtedness pursuant to the
           Fixed Charge Coverage Ratio test set forth in the first
sentence of this covenant or                

                         (2) the Fixed Charge Coverage Ratio is greater than
    immediately prior to such acquisition or merger.

      Notwithstanding the foregoing, the second proviso of the immediately
       preceding sentence shall not apply to Indebtedness outstanding on the
         Closing Date of associates of Willis Corroon Group that are acquired by
    Willis Corroon Group or any Restricted Subsidiary or merged into a
Restricted Subsidiary;                                        

            (q) Indebtedness in respect of the Group Intercompany Notes,
   PROVIDED that any subsequent transfer of a Group Intercompany Note by
  Trinity Acquisition to a Person other than Willis Corroon Group or a
Restricted Subsidiary shall be deemed to be an incurrence of such 
Indebtedness:                                                     

                (r) Indebtedness in respect of a Convertible Loan, PROVIDED that
       any subsequent transfer of a Convertible Loan by Trinity Acquisition to a
     Person other than Willis Corroon Group or a Restricted Subsidiary shall
be deemed to be an incurrence of such Indebtedness;               

            (s) Indebtedness under any BACS Facility entered into in the
ordinary course of business;                                      

              (t)  Indebtedness incurred in relation to arrangements made in
 the ordinary course of business to facilitate the operation of bank
accounts on a net balance basis for the calculation of interest;  

               (u) short-term Indebtedness from banks incurred in the ordinary
   course of business pursuant to a facility required in order to comply
       with, or otherwise falling within, paragraph 25(2) of the Lloyd's Brokers
 By-law (No. 5 of 1988) (or any other by-law or regulation issued by
      Lloyd's from time to time with which the relevant company is required to
comply); and                                                      

              (v) any guarantee facility entered into in the ordinary course
     of business and consistent with industry custom provided in relation to
    employees of Willis Corroon Group or any Restricted Subsidiary who are
Lloyd's names.                                                    

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         For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the         
categories of permitted Indebtedness described in clauses (a) through (v) above 
or is entitled to be incurred pursuant to the first paragraph of this covenant, 
Willis Corroon Group shall, in its sole discretion, classify such item of       
Indebtedness in any manner that complies with this covenant and such item of    
Indebtedness will be treated as having been incurred pursuant to only one of    
such clauses or pursuant to the first paragraph hereof except as otherwise set  
forth in clause (m). Accrual of interest, the accretion of accreted value and   
the payment of interest in the form of additional Indebtedness will not be      
deemed to be an incurrence of Indebtedness for purposes of this covenant.       

         For purposes of determining compliance with any U.S. dollar-denominated
restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent       
principal amount of indebtedness denominated in a foreign currency shall be     
calculated based on the relevant currency exchange rate in effect on the date   
such Indebtedness was incurred, in the case of term debt, or first committed, in
the case of revolving credit debt; PROVIDED that                                

    - the U.S. dollar-equivalent principal amount of any such Indebtedness
     outstanding or committed on the date of issuance of the outstanding
        notes shall be calculated based on the relevant currency exchange rate
in effect on September 30, 1998, and                          

- if such Indebtedness is incurred to refinance other Indebtedness
         denominated in a foreign currency, and such refinancing would cause the
  applicable U.S. dollar-denominated restriction to be exceeded if
         calculated at the relevant currency exchange rate in effect on the date
        of such refinancing, such U.S. dollar-denominated restriction shall be
     deemed not to have been exceeded so long as the principal amount of
       such refinancing Indebtedness does not exceed the principal amount of
such Indebtedness being refinanced.                           

The principal amount of any Indebtedness incurred to refinance other            
Indebtedness, if incurred in a different currency from the Indebtedness being   
refinanced, shall be calculated based on the currency exchange rate applicable  
to the currencies in which such respective Indebtedness is denominated that is  
in effect on the date of such refinancing.                                      

       LIENS.  Willis Corroon Group will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly create, incur, assume or     
suffer to exist any Lien that secures obligations under any Senior Subordinated 
Indebtedness or Subordinated Indebtedness on any asset or property of Willis    
Corroon Group or such Restricted Subsidiary, or any income or profits therefrom,
or assign or convey any right to receive income therefrom, unless the notes are 
equally and ratably secured, or senior to, in the event the Lien relates to     
Subordinated Indebtedness, with the obligations so secured or until such time as
such obligations are no longer secured by a Lien.                               

      In addition, no guarantor will directly or indirectly create, incur,
assume or suffer to exist any Lien that secures obligations under any Senior    
Subordinated Indebtedness or Subordinated Indebtedness of such guarantor on any 
asset or property of such guarantor or any income or profits therefrom, or      
assign or convey any right to receive income therefrom, unless the guarantee of 
such guarantor is equally and ratably secured, or senior to, in the event the   
Lien relates to Subordinated Indebtedness, with the obligations so secured or   
until such time as such obligations are no longer secured by a Lien.            

MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL     
ASSETS.  Neither Willis Corroon Group nor Willis Corroon Corporation may        
consolidate or merge with or into or wind up into (whether or not Willis Corroon
Group or Willis Corroon Corporation, as the case may be, is the surviving       
corporation), or                                                                

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sell, assign, transfer, lease, convey or otherwise dispose of all or            
substantially all of its properties or assets in one or more related            
transactions, to any Person unless                                              

              (1) Willis Corroon Group or Willis Corroon Corporation, as the
  case may be, is the surviving corporation or the Person formed by or
      surviving any such consolidation or merger (if other than Willis Corroon
       Group or Willis Corroon Corporation, as the case may be) or to which such
     sale, assignment, transfer, lease, conveyance or other disposition will
     have been made is a corporation organized or existing under the laws of

                         (A) in the case of Willis Corroon Group, the United
                 Kingdom or the United States, any state thereof, the District
of Columbia, or any territory thereof or    

                        (B) in the case of Willis Corroon Corporation, the
                  United States, any state thereof, the District of Columbia, or
               any territory thereof (Willis Corroon Group, Willis Corroon
                Corporation or such Person, as the case may be, being herein
called the "SUCCESSOR COMPANY");            

                (2) the Successor Company, if other than Willis Corroon Group or
  Willis Corroon Corporation, expressly assumes all the obligations of
     Willis Corroon Group or Willis Corroon Corporation, as the case may be,
       under the Indenture and the notes pursuant to a supplemental indenture or
   other documents or instruments in form reasonably satisfactory to the
trustee;                                                          

             (3) immediately after such transaction no Default or Event of
Default exists;                                                   

     (4) immediately after giving pro forma effect to such
      transaction, as if such transaction had occurred at the beginning of the
applicable four-quarter period,                                   

                           (A) the Successor Company would be permitted to incur
             at least $1.00 of additional Indebtedness pursuant to the
           Fixed Charge Coverage Ratio test set forth in the first
              sentence of the covenant described under "--Limitations on
                  Incurrence of Indebtedness and Issuance of Disqualified Stock"
or                                          

                           (B) the Fixed Charge Coverage Ratio for the Successor
                 Company and the Restricted Subsidiaries would be greater than
          such Ratio for Willis Corroon Group and the Restricted
       Subsidiaries immediately prior to such transaction;

       (5) each guarantor, unless it is the other party to the
transactions described above, in which case clause (2) of the next
   paragraph shall apply, shall have by supplemental indenture confirmed
   that its guarantee shall apply to such Person's obligations under the
Indenture and the notes; and                                      

              (6) Willis Corroon Group or Willis Corroon Corporation, as the
       case may be, shall have delivered to the Trustee an officers' certificate
     and an opinion of counsel, each stating that such consolidation, merger
  or transfer and such supplemental indenture, if any, comply with the
Indenture.                                                        

The Successor Company will succeed to, and be substituted for, Willis Corroon   
Group or Willis Corroon Corporation, as the case may be, under the Indenture and
the notes. Notwithstanding the foregoing clause (4),                            

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              (a) any Restricted Subsidiary may consolidate with, merge into
    or transfer all or part of its properties and assets to Willis Corroon
Group or Willis Corroon Corporation and                           

                (b) Willis Corroon Group or Willis Corroon Corporation may merge
      with an Affiliate incorporated solely for the purpose of reincorporating
    Willis Corroon Group or Willis Corroon Corporation in another State of
       the United States so long as the amount of Indebtedness of Willis Corroon
Group and the Restricted Subsidiaries is not increased thereby.   

     Subject to certain limitations described in the Indenture governing
release of a guarantee upon the sale or disposition of a guarantor, each        
guarantor other than Willis Corroon Group will not, and Willis Corroon Group    
will not permit any other guarantor to, consolidate or merge with or into or    
wind up into (whether or not such guarantor is the surviving corporation), or   
sell, assign, transfer, lease, convey or otherwise dispose of all or            
substantially all of its properties or assets in one or more related            
transactions to, any Person unless                                              

             (1) such guarantor is the surviving corporation or the Person
    formed by or surviving any such consolidation or merger (if other than
 such guarantor) or to which such sale, assignment, transfer, lease,
  conveyance or other disposition will have been made is a corporation
organized or existing under the laws of                           

(A) the United Kingdom or 

                   (B) the United States, any state thereof, the
                  District of Columbia, or any territory thereof (such guarantor
               or such Person, as the case may be, being herein called the
"SUCCESSOR GUARANTOR");                     

          (2) the Successor Guarantor, if other than such guarantor,
expressly assumes all the obligations of such guarantor under the 
 Indenture and such guarantor's guarantee pursuant to a supplemental
indenture or other documents or instruments in form reasonably    
satisfactory to the trustee;                                      

             (3) immediately after such transaction no Default or Event of
Default exists; and                                               

               (4) Willis Corroon Group shall have delivered to the Trustee an
     Officers' certificate and an opinion of counsel, each stating that such
   consolidation, merger or transfer and such supplemental indenture, if
any, comply with the Indenture.                                   

Subject to certain limitations described in the Indenture, the Successor        
Guarantor will succeed to, and be substituted for, such guarantor under the     
Indenture and such guarantor's guarantee. Notwithstanding the foregoing, any    
guarantor may merge into or transfer all or part of its properties and assets to
another guarantor.                                                              

        TRANSACTIONS WITH AFFILIATES.  Willis Corroon Group will not, and will
not permit any of its Restricted Subsidiaries to, make any payment to, or sell, 
lease, transfer or otherwise dispose of any of its properties or assets to, or  
purchase any property or assets from, or enter into or make or amend any        
transaction, contract, agreement, understanding, loan, advance or guarantee     
with, or for the benefit of, any Affiliate of Willis Corroon Group (each of the 
foregoing, an "AFFILIATE TRANSACTION") involving aggregate payments or          
consideration in excess of $5.0 million, unless                                 

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       (a) such Affiliate Transaction is on terms that are not
materially less favorable to Willis Corroon Group or the relevant 
 Restricted Subsidiary than those that would have been obtained in a
comparable transaction by Willis Corroon Group or such Restricted 
Subsidiary with an unrelated Person and                           

                (b) Willis Corroon Group delivers to the Trustee with respect to
   any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $10.0 million, a   
    resolution adopted by the majority of the Board of Directors approving
  such Affiliate Transaction and set forth in an Officers' Certificate
 certifying that such Affiliate Transaction complies with clause (a)
above.                                                            

The foregoing provisions will not apply to the following:     

             (1) transactions between or among Willis Corroon Group and/or
any of its Restricted Subsidiaries;                               

          (2) Restricted Payments permitted by the provisions of the
      Indenture described above under the covenant "--Limitation on Restricted
Payments";                                                        

           (3) the payment of customary annual management, consulting,
  monitoring and advisory fees and related expenses to Kohlberg Kravis
Roberts & Co. L.P. and its Affiliates;                            

             (4) the payment of reasonable and customary fees paid to, and
indemnity provided on behalf of, officers, directors, employees or
       consultants of Willis Corroon Group, any of its direct or indirect parent
corporations or any Restricted Subsidiary;                        

             (5) payments by Willis Corroon Group or any of its Restricted
    Subsidiaries to Kohlberg Kravis Roberts & Co. L.P., and its Affiliates
   made for any financial advisory, financing, underwriting or placement
       services or in respect of other investment banking activities, including,
       without limitation, in connection with acquisitions or divestitures which
     payments are approved by a majority of the Board of Directors of Willis
Corroon Group in good faith;                                      

            (6) transactions in which Willis Corroon Group or any of its
    Restricted Subsidiaries, as the case may be, delivers to the Trustee a
letter from an Independent Financial Advisor stating that such    
       transaction is fair to Willis Corroon Group or such Restricted Subsidiary
       from a financial point of view or meets the requirements of clause (a) of
the preceding paragraph;                                          

           (7) payments or loans to employees or consultants of Willis
     Corroon Group, any of its direct or indirect parent corporations or any
    Restricted Subsidiary which are approved by a majority of the Board of
Directors of Willis Corroon Group in good faith;                  

      (8) any agreement as in effect as of the Closing Date,
   including, without limitation, each of the agreements entered into in
connection with the offering of outstanding notes and the recent  
      acquisitions, or any amendment thereto (so long as any such amendment is
not disadvantageous to the holders in any material respect) or any
transaction contemplated thereby;                                 

                (9) the existence of, or the performance by Willis Corroon Group
      or any of its Restricted Subsidiaries of its obligations under the terms
of, any stockholders agreement (including any registration rights 
agreement or purchase agreement related thereto) to which         

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      it is a party as of the Closing Date and any similar agreements which it
     may enter into thereafter; PROVIDED, HOWEVER, that the existence of, or
the performance by Willis Corroon Group or any of its Restricted  
Subsidiaries of obligations under any future amendment to any such
      existing agreement or under any similar agreement entered into after the
   Closing Date shall only be permitted by this clause (9) to the extent
     that the terms of any such amendment or new agreement are not otherwise
disadvantageous to the Holders in any material respect;           

           (10) the Transactions (as defined in the Indenture) and the
     payment of all fees and expenses related to the offering of outstanding
notes and the recent acquisitions;                                

        (11) transactions with customers, clients, suppliers, or
      purchasers or sellers of goods or services, in each case in the ordinary
  course of business and otherwise in compliance with the terms of the
Indenture which are fair to Willis Corroon Group or its Restricted
     Subsidiaries, in the reasonable determination of the Board of Directors
       of Willis Corroon Group or the senior management thereof, or are on terms
       at least as favorable as might reasonably have been obtained at such time
from an unaffiliated party;                                       

              (12) the issuance of Equity Interests (other than Disqualified
 Stock) of Willis Corroon Group or Willis Corroon Corporation to any
Permitted Holder;                                                 

        (13) any transaction between Willis Corroon Group or any
Restricted Subsidiary and any Associate, including any transaction
 pursuant to which an Associate becomes a Restricted Subsidiary; and

                (14) sales of accounts receivable, or participations therein, in
connection with any Receivables Facility.                         

         DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.  Willis
Corroon Group will not, and will not permit any of its Restricted Subsidiaries  
(other than Willis Corroon Corporation) to, directly or indirectly, create or   
otherwise cause or suffer to exist or become effective any consensual           
encumbrance or consensual restriction on the ability of any such Restricted     
Subsidiary to:                                                                  

(a)                                             

                          (1) pay dividends or make any other distributions to
              Willis Corroon Group or any of its Restricted Subsidiaries

- on its Capital Stock or 

                           - with respect to any other interest or participation
            in, or measured by, its profits or

                           (2) pay any Indebtedness owed to Willis Corroon Group
or any of its Restricted Subsidiaries;      

                (b) make loans or advances to Willis Corroon Group or any of its
Restricted Subsidiaries; or                                       

              (c) sell, lease or transfer any of its properties or assets to
    Willis Corroon Group or any of its Restricted Subsidiaries, except (in
   each case) for such encumbrances or restrictions existing under or by
reason of:                                                        

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                     (1) contractual encumbrances or restrictions in
              effect on the Closing Date, including, without limitation,
          pursuant to Existing Indebtedness or the Senior Credit
Facilities and their related documentation; 

      (2) the Indenture and the notes;

                          (3) purchase money obligations for property acquired
                  in the ordinary course of business that impose restrictions of
               the nature discussed in clause (c) above on the property so
acquired;                                   

                           (4) applicable law or any applicable rule, regulation
or order;                                   

                       (5) any agreement or other instrument of a Person
                 acquired by Willis Corroon Group or any Restricted Subsidiary
                 in existence at the time of such acquisition (but not created
                  in contemplation thereof), which encumbrance or restriction is
                not applicable to any Person, or the properties or assets of
                any Person, other than the Person, or the property or assets
of the Person, so acquired;                 

                      (6) contracts for the sale of assets, including,
               without limitation customary restrictions with respect to a
                  Subsidiary pursuant to an agreement that has been entered into
                  for the sale or disposition of all or substantially all of the
Capital Stock or assets of such Subsidiary; 

                        (7) secured Indebtedness otherwise permitted to be
      incurred pursuant to the covenants described under
                "--Limitations on Incurrence of Indebtedness and Issuance of
                 Disqualified Stock" and "--Liens" that limit the right of the
               debtor to dispose of the assets securing such Indebtedness;

                       (8) restrictions on cash or other deposits or net
                  worth imposed by customers under contracts entered into in the
ordinary course of business;                

                     (9) other Indebtedness or Disqualified Stock of
                  Restricted Subsidiaries permitted to be incurred subsequent to
               the Closing Date pursuant to the provisions of the covenant
                described under "--Limitations on Incurrence of Indebtedness
and Issuance of Disqualified Stock";        

                           (10) customary provisions in joint venture agreements
             and other similar agreements entered into in the ordinary
course of business;                         

                       (11) customary provisions contained in leases and
           other agreements entered into in the ordinary course of
business;                                   

                           (12) customary restrictions on fiduciary cash held by
Willis Corroon Group's Subsidiaries;        

                       (13) any encumbrances or restrictions of the type
                referred to in clauses (a), (b) and (c) above imposed by any
                 amendments, modifications, restatements, renewals, increases,
                supplements, refundings, replacements or refinancings of the
                contracts, instruments or obligations referred to in clauses
          (1) through (12) above, PROVIDED that such amendments,
modifications, restatements, renewals,      

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       increases, supplements, refundings, replacements or
                  refinancings are, in the good faith judgment of Willis Corroon
                Group's board of directors, no more restrictive with respect
              to such dividend and other payment restrictions than those
                 contained in the dividend or other payment restrictions prior
          to such amendment, modification, restatement, renewal,
                increase, supplement, refunding, replacement or refinancing;
or                                          

                      (14) restrictions created in connection with any
                 Receivables Facility that, in the good faith determination of
            the board of directors of Willis Corroon Group or Willis
             Corroon Corporation, as the case may be, are necessary or
  advisable to effect such Receivables Facility.

LIMITATION ON GUARANTEES OF INDEBTEDNESS BY RESTRICTED        
SUBSIDIARIES.  (a) Willis Corroon Group will not permit any Domestic Subsidiary 
or U.K. Subsidiary of Willis Corroon Group that is not a Subsidiary of Willis   
Corroon Corporation or any Domestic Subsidiary of Willis Corroon Corporation, in
each case, other than any such Restricted Subsidiary created in connection with 
a Receivables Facility, to guarantee the payment of any Indebtedness of Willis  
Corroon Group or Willis Corroon Corporation unless                              

          (A) such Restricted Subsidiary simultaneously executes and
delivers a supplemental indenture to the Indenture providing for a
    guarantee of payment of the notes by such Restricted Subsidiary except
      that with respect to a guarantee of Indebtedness of Willis Corroon Group
or Willis Corroon Corporation                                     

                           (1) if the notes are subordinated in right of payment
              to such Indebtedness, the guarantee under the supplemental
      indenture shall be subordinated to such Restricted
            Subsidiary's guarantee with respect to such Indebtedness
                  substantially to the same extent as the notes are subordinated
to such Indebtedness under the Indenture and

                      (2) if such Indebtedness is by its express terms
           subordinated in right of payment to the notes, any such
                guarantee of such Restricted Subsidiary with respect to such
                  Indebtedness shall be subordinated in right of payment to such
               Restricted Subsidiary's guarantee with respect to the notes
            substantially to the same extent as such Indebtedness is
subordinated to the notes;                  

                (B) such Restricted Subsidiary waives and will not in any manner
 whatsoever claim or take the benefit or advantage of, any rights of
 reimbursement, indemnity or subrogation or any other rights against
    Willis Corroon Group or any other Restricted Subsidiary as a result of
any payment by such Restricted Subsidiary under its guarantee; and

              (C) such Restricted Subsidiary shall deliver to the trustee an
opinion of counsel to the effect that                             

                   (1) such guarantee of the notes has been duly
executed and authorized and                 

                          (2) such guarantee of the notes constitutes a valid,
         binding and enforceable obligation of such Restricted
            Subsidiary, except insofar as enforcement thereof may be
     limited by bankruptcy, insolvency or similar laws

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        (including, without limitation, all laws relating to
           fraudulent transfers) and except insofar as enforcement
       thereof is subject to general principles of equity;

PROVIDED that this paragraph (a) shall not be applicable to any guarantee of any
Restricted Subsidiary                                                           

(x) that                                        

                   - existed at the time such Person became a Restricted
Subsidiary and                

          - was not incurred in connection with, or in
                     contemplation of, such Person becoming a Restricted
Subsidiary or                 

                (y) that guarantees the payment of Obligations of Willis Corroon
      Group, Willis Corroon Corporation or any Restricted Subsidiary under the
Senior Credit Facilities or any other Senior Indebtedness and any 
 refunding, refinancing or replacement thereof, in whole or in part,
PROVIDED that such refunding, refinancing or replacement thereof  
       constitutes Senior Indebtedness and PROVIDED FURTHER that any such Senior
       Indebtedness and any refunding, refinancing or replacement thereof is not
incurred pursuant to a registered offering of securities under the
       Securities Act or a private placement of securities (including under Rule
      144A) pursuant to an exemption from the registration requirements of the
      Securities Act, which private placement provides for registration rights
under the Securities Act.                                         

   (b) Notwithstanding the foregoing and the other provisions of the
Indenture, any guarantee by a Restricted Subsidiary of the notes shall provide  
by its terms that it shall be automatically and unconditionally released and    
discharged upon                                                                 

        (A) any sale, exchange or transfer, to any Person not an
    Affiliate of Willis Corroon Group, of all of Willis Corroon Group's or
    Willis Corroon Corporation's Capital Stock in, or all or substantially
    all the assets of, such Restricted Subsidiary, which sale, exchange or
transfer is not prohibited by the Indenture, or                   

                (B) the release or discharge of the guarantee by such Restricted
 Subsidiary that is a Subsidiary of Willis Corroon Corporation which
       resulted in the creation of such guarantee, except a discharge or release
by or as a result of payment under such guarantee.                

       LIMITATION ON OTHER SENIOR SUBORDINATED INDEBTEDNESS.  Willis Corroon
Group will not, and will not permit Willis Corroon Corporation or any other     
guarantor to, directly or indirectly, incur any Indebtedness (including Acquired
Indebtedness) that is subordinate in right of payment to any Indebtedness of    
Willis Corroon Group, Willis Corroon Corporation or any guarantor, as the case  
may be, unless such Indebtedness is either                                      

              (a) equal in right of payment with the notes or Willis Corroon
 Group's or such other guarantor's guarantee, as the case may be, or

           (b) subordinate in right of payment to the notes, or Willis
      Corroon Group's or such other guarantor's guarantee, as the case may be.

     REPORTS AND OTHER INFORMATION.  Notwithstanding that neither Willis
Corroon Group nor Willis Corroon Corporation may be subject to the reporting    
requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on  
an annual and quarterly basis on forms provided for such annual and quarterly   
reporting pursuant to rules and regulations promulgated by the Securities and   
Exchange Commission, the Indenture will require Willis Corroon Group to file    
with the Commission (and make                                                   

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available to the Trustee and Holders of the notes (without exhibits), without   
cost to each Holder, within 15 days after it files them with the Commission),   

            (a) within 90 days after the end of each fiscal year, annual
       reports on Form 20-F, or any successor or comparable form, containing the
information required to be contained therein, or required in such 
successor or comparable form;                                     

           (b) within 45 days after the end of each of the first three
  fiscal quarters of each fiscal year, reports on Form 6-K, which will
      contain all quarterly information that would be required to be contained
in Form 10-Q, or any successor or comparable form;                

               (c) promptly from time to time after the occurrence of an event
     required to be therein reported, such other reports on Form 6-K, or any
successor or comparable form; and                                 

            (d) any other information, documents and other reports which
      Willis Corroon Group would be required to file with the Commission if it
were subject to Section 13 or 15(d) of the Exchange Act;          

PROVIDED that all such information may be prepared in accordance with GAAP but  
shall contain a reconciliation to United States generally accepted accounting   
principles and PROVIDED, FURTHER, that Willis Corroon Group shall not be so     
obligated to file such reports with the Commission if the Commission does not   
permit such filing, in which event Willis Corroon Group will make available such
information to prospective purchasers of notes, in addition to providing such   
information to the Trustee and the Holders of the notes, in each case within 15 
days after the time Willis Corroon Group would be required to file such         
information with the Commission, if it were subject to Sections 13 or 15(d) of  
the Exchange Act. Notwithstanding the foregoing, such requirements shall be     
deemed satisfied prior to the commencement of the exchange offer or the         
effectiveness of the shelf registration statement by the filing with the        
Commission of the exchange offer registration statement and/or shelf            
registration statement, and any amendments thereto, with such financial         
information that satisfies Regulation S-X of the Securities Act, PROVIDED,      
HOWEVER, that in order for the provisions of clause (a) above to be deemed      
satisfied with respect to 1998, such exchange offer registration statement or   
shelf registration statement must include audited financial statements for the  
year 1998.                                                                      

EVENTS OF DEFAULT AND REMEDIES                                    

        The following events constitute Events of Default under the Indenture:

             (1) default in payment when due and payable, upon redemption,
    acceleration or otherwise, of principal of, or premium, if any, on the
notes whether or not such payment shall be prohibited by the      
subordination provisions relating to the notes;                   

          (2) default for 30 days or more in the payment when due of
  interest on or with respect to the notes whether or not such payment
 shall be prohibited by the subordination provisions relating to the
notes;                                                            

               (3) failure by Willis Corroon Group, Willis Corroon Corporation
       or any guarantor for 30 days after receipt of written notice given by the
     Trustee or the Holders of at least 30% in principal amount of the notes
then outstanding to comply with any of its other agreements in the
Indenture or the notes;                                           

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             (4) default under any mortgage, indenture or instrument under
 which there is issued or by which there is secured or evidenced any
   Indebtedness for money borrowed by Willis Corroon Group or any of its
     Restricted Subsidiaries or the payment of which is guaranteed by Willis
Corroon Group or any of its Restricted Subsidiaries, other than   
      Indebtedness owed to Willis Corroon Group or a Restricted Subsidiary and
other than any Group Intercompany Note, PROVIDED that such Group  
    Intercompany Note is held by Trinity Acquisition at such time, whether
such Indebtedness or guarantee now exists or is created after the 
issuance of the outstanding notes, if both                        

(A) such default either   

                        - results from the failure to pay any such
                           Indebtedness at its stated final maturity
                              (after giving effect to any applicable grace
periods) or   

                       - relates to an obligation other than the
                         obligation to pay principal of any such
                               Indebtedness at its stated final maturity and
                          results in the holder or holders of such
                           Indebtedness causing such Indebtedness to
                             become due prior to its stated maturity and

                    (B) the principal amount of such Indebtedness,
        together with the principal amount of any other such
                  Indebtedness in default for failure to pay principal at stated
               final maturity (after giving effect to any applicable grace
               periods), or the maturity of which has been so accelerated,
              aggregate $25 million or more at any one time outstanding;

               (5) failure by Willis Corroon Group, Willis Corroon Corporation
       or any of its Significant Subsidiaries to pay final judgments aggregating
in excess of $25 million, which final judgments remain unpaid,    
    undischarged and unstayed for a period of more than 60 days after such
  judgment becomes final, and in the event such judgment is covered by
     insurance, an enforcement proceeding has been commenced by any creditor
upon such judgment or decree which is not promptly stayed;        

              (6) certain events of bankruptcy or insolvency with respect to
Willis Corroon Group, Willis Corroon Corporation or any of its    
Significant Subsidiaries; or                                      

             (7) the guarantee of any Significant Subsidiary shall for any
      reason cease to be in full force and effect or be declared null and void
      or any responsible officer of Willis Corroon Group or any guarantor that
  is a Significant Subsidiary denies that it has any further liability
      under its guarantee or gives notice to such effect, other than by reason
      of the termination of the Indenture or the release of any such guarantee
in accordance with the Indenture.                                 

       If any Event of Default (other than of a type specified in clause (6)
above) occurs and is continuing under the Indenture, the Trustee or the Holders 
of at least 30% in principal amount of the then outstanding notes may declare   
the principal, premium, if any, interest and any other monetary obligations on  
all the then outstanding notes to be due and payable immediately; PROVIDED,     
HOWEVER, that, so long as any Indebtedness permitted to be incurred under the   
Indenture as part of the Senior Credit Facilities shall be outstanding, no such 
acceleration shall be effective until the earlier of                            

          (1) acceleration of any such Indebtedness under the Senior
Credit Facilities or                                              

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            (2) five business days after the giving of written notice to
      Willis Corroon Corporation and the administrative agent under the Senior
Credit Facilities of such acceleration.                           

Upon the effectiveness of such declaration, such principal and interest will be 
due and payable immediately. Notwithstanding the foregoing, in the case of an   
Event of Default arising under clause (6) of the first paragraph of this        
section, all outstanding notes will become due and payable without further      
action or notice. Holders may not enforce the Indenture or the notes except as  
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding notes may direct the Trustee in its 
exercise of any trust or power. The Indenture provides that the Trustee may     
withhold from Holders notice of any continuing Default or Event of Default,     
except a Default or Event of Default relating to the payment of principal,      
premium, if any, or interest, if it determines that withholding notice is in    
their interest. In addition, the Trustee shall have no obligation to accelerate 
the notes if in the best judgment of the Trustee acceleration is not in the best
interest of the Holders of such notes.                                          

    The Indenture provides that the Holders of a majority in aggregate
principal amount of the then outstanding notes issued thereunder by notice to   
the Trustee may on behalf of the Holders of all of such notes waive any existing
Default or Event of Default and its consequences under the Indenture except a   
continuing Default or Event of Default in the payment of interest on, premium,  
if any, or the principal of any such note held by a non-consenting Holder. In   
the event of any Event of Default specified in clause (4) above, such Event of  
Default and all consequences thereof (including without limitation any          
acceleration or resulting payment default) shall be annulled, waived and        
rescinded, automatically and without any action by the Trustee or the Holders,  
if within 20 days after such Event of Default arose                             

            (x) the Indebtedness or guarantee that is the basis for such
Event of Default has been discharged, or                          

    (y) the holders thereof have rescinded or waived the
     acceleration, notice or action (as the case may be) giving rise to such
Event of Default, or                                              

              (z) if the default that is the basis for such Event of Default
has been cured.                                                   

       The Indenture provides that Willis Corroon Corporation is required to
deliver to the Trustee annually a statement regarding compliance with the       
Indenture, and Willis Corroon Corporation is required, within five Business     
Days, upon becoming aware of any Default or Event of Default or any default     
under any document, instrument or agreement representing Indebtedness of Willis 
Corroon Corporation or any guarantor, to deliver to the Trustee a statement     
specifying such Default or Event of Default.                                    

      NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

       No director, officer, employee, incorporator or stockholder of Willis
Corroon Corporation or any guarantor, shall have any liability for any          
obligations of Willis Corroon Corporation or the guarantors under the notes, the
guarantees or the Indenture or for any claim based on, in respect of, or by     
reason of such obligations or their creation. Each Holder by accepting a note   
waives and releases all such liability. The waiver and release are part of the  
consideration for issuance of the notes. Such waiver may not be effective to    
waive liabilities under the federal securities laws and it is the view of the   
Commission that such a waiver is against public policy.                         

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LEGAL DEFEASANCE AND COVENANT DEFEASANCE                          

        The obligations of Willis Corroon Corporation, Willis Corroon Partners
and Willis Corroon Group under the Indenture will terminate (other than certain 
obligations) and will be released upon payment in full of all of the notes.     
Willis Corroon Corporation may, at its option and at any time, elect to have all
of its obligations discharged with respect to the outstanding notes and have    
each guarantor's obligation discharged with respect to its guarantee ("LEGAL    
DEFEASANCE") and cure all then existing Events of Default except for            

         (1) the rights of Holders of outstanding notes to receive
       payments in respect of the principal of, premium, if any, and interest on
   such notes when such payments are due solely out of the trust created
pursuant to the Indenture,                                        

            (2) Willis Corroon Corporation's obligations with respect to
   notes concerning issuing temporary notes, registration of such notes,
  mutilated, destroyed, lost or stolen notes and the maintenance of an
  office or agency for payment and money for security payments held in
trust,                                                            

            (3) the rights, powers, trusts, duties and immunities of the
 Trustee, and Willis Corroon Corporation's obligations in connection
therewith and                                                     

     (4) the Legal Defeasance provisions of the Indenture.

In addition, Willis Corroon Corporation may, at its option and at any time,     
elect to have its obligations and those of each guarantor released with respect 
to certain covenants that are described in the Indenture ("COVENANT DEFEASANCE")
and thereafter any omission to comply with such obligations shall not constitute
a Default or Event of Default with respect to the notes. In the event Covenant  
Defeasance occurs, certain events (not including non-payment on other           
indebtedness, bankruptcy, receivership, rehabilitation and insolvency events)   
described under "Events of Default" will no longer constitute an Event of       
Default with respect to the notes.                                              

     In order to exercise either Legal Defeasance or Covenant Defeasance
with respect to the Notes:                                                      

                (1) Willis Corroon Corporation must irrevocably deposit with the
      Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars,
   non-callable Government Securities, or a combination thereof, in such
      amounts as will be sufficient, in the opinion of a nationally recognized
       firm of independent public accountants, to pay the principal of, premium,
      if any, and interest due on the outstanding notes on the stated maturity
    date or on the applicable redemption date, as the case may be, of such
principal, premium, if any, or interest on the outstanding notes; 

               (2) in the case of Legal Defeasance, Willis Corroon Corporation
     shall have delivered to the Trustee an opinion of counsel in the United
     States reasonably acceptable to the Trustee confirming that, subject to
customary assumptions and exclusions,                             

                          (A) Willis Corroon Corporation has received from, or
           there has been published by, the United States Internal
Revenue Service a ruling or                 

                      (B) since the issuance of the outstanding notes,
                 there has been a change in the applicable U.S. federal income
tax law,                                    

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             in either case to the effect that, and based thereon such
               opinion of counsel in the United States shall confirm that,
                subject to customary assumptions and exclusions, the Holders
            will not recognize income, gain or loss for U.S. federal
                income tax purposes as a result of such Legal Defeasance and
          will be subject to U.S. federal income tax on the same
              amounts, in the same manner and at the same times as would
                 have been the case if such Legal Defeasance had not occurred;

      (3) in the case of Covenant Defeasance, Willis Corroon
      Corporation shall have delivered to the Trustee an opinion of counsel in
     the United States reasonably acceptable to the Trustee confirming that,
   subject to customary assumptions and exclusions, the Holders will not
      recognize income, gain or loss for U.S. federal income tax purposes as a
       result of such Covenant Defeasance and will be subject to such tax on the
       same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;            

             (4) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit or, with respect to certain
    bankruptcy or insolvency Events of Default, on the 91st day after such
date of deposit;                                                  

          (5) such Legal Defeasance or Covenant Defeasance shall not
    result in a breach or violation of, or constitute a default under, the
    Senior Credit Facilities or any other material agreement or instrument
    (other than the Indenture) to which, Willis Corroon Corporation or any
guarantor is a party or by which Willis Corroon Corporation or any
guarantor is bound;                                               

          (6) Willis Corroon Corporation shall have delivered to the
      Trustee an opinion of counsel to the effect that, as of the date of such
       opinion and subject to customary assumptions and exclusions following the
deposit, the trust funds will not be subject to the effect of any 
applicable bankruptcy, insolvency, reorganization or similar laws 
     affecting creditors' rights generally under any applicable U.S. federal
     or state law, and that the Trustee has a perfected security interest in
such trust funds for the ratable benefit of the Holders;          

          (7) Willis Corroon Corporation shall have delivered to the
       Trustee an Officers' Certificate stating that the deposit was not made by
 Willis Corroon Corporation with the intent of defeating, hindering,
       delaying or defrauding any creditors of Willis Corroon Corporation or any
guarantor or others; and                                          

          (8) Willis Corroon Corporation shall have delivered to the
      Trustee an Officers' Certificate and an opinion of counsel in the United
      States (which opinion of counsel may be subject to customary assumptions
     and exclusions) each stating that all conditions precedent provided for
    or relating to the Legal Defeasance or the Covenant Defeasance, as the
case may be, have been complied with.                             

SATISFACTION AND DISCHARGE                                        

         The Indenture will be discharged and will cease to be of further effect
as to all notes issued thereunder, when either                                  

           (a) all such notes theretofore authenticated and delivered,
     except lost, stolen or destroyed notes which have been replaced or paid
 and notes for whose payment money has theretofore been deposited in
trust, have been delivered to the Trustee for cancellation; or    

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           (b)    (1) all such notes not theretofore delivered to such
              Trustee for cancellation have become due and payable by reason
            of the making of a notice of redemption or otherwise or will
         become due and payable within one year and Willis Corroon
                Corporation or any guarantor has irrevocably deposited or caused
                to be deposited with such Trustee as trust funds in trust solely
     for the benefit of the Holders, cash in U.S. dollars,
                non-callable Government Securities, or a combination thereof, in
               such amounts as will be sufficient without consideration of any
        reinvestment of interest to pay and discharge the entire
           indebtedness on such notes not theretofore delivered to the
            Trustee for cancellation for principal, premium, if any, and
       accrued interest to the date of maturity or redemption;

                        (2) no Default or Event of Default with respect to
         the Indenture or the notes shall have occurred and be
              continuing on the date of such deposit or shall occur as a
                result of such deposit and such deposit will not result in a
              breach or violation of, or constitute a default under, any
               other instrument to which Willis Corroon Corporation or any
                  guarantor is a party or by which Willis Corroon Corporation or
any guarantor is bound;                     

                         (3) Willis Corroon Corporation or any guarantor has
               paid or caused to be paid all sums payable by it under such
Indenture; and                              

                  (4) Willis Corroon Corporation has delivered
                irrevocable instructions to the Trustee under such Indenture
                 to apply the deposited money toward the payment of such notes
           at maturity or the redemption date, as the case may be.

In addition, Willis Corroon Corporation must deliver an Officers' Certificate   
and an opinion of counsel to the Trustee stating that all conditions precedent  
to satisfaction and discharge have been satisfied.                              

WITHHOLDING TAXES                                                               

         All payments made by Willis Corroon Group with respect to its guarantee
will be made without withholding or deduction for, or on account of, any present
or future taxes, duties, assessments or governmental charges of whatever nature 
(collectively, "Taxes") imposed or levied by or on behalf of the United Kingdom 
or any political subdivision thereof or any authority having power to tax       
therein (each a "U.K. Tax Authority"), unless the withholding or deduction of   
such Taxes is then required by law. If any deduction or withholding for, or on  
account of, any Taxes of any U.K. Tax Authority, shall at any time be required  
on any payments made by Willis Corroon Group with respect to its guarantee,     
Willis Corroon Group will pay such additional amounts (the "Additional Amounts")
as may be necessary in order that the net amounts received in respect of such   
payments by the Holders of the notes or the Trustee, as the case may be, after  
such withholding or deduction, equal the respective amounts which would have    
been received in respect of such payments in the absence of such withholding or 
deduction, except that no such Additional Amounts will be payable with respect  
to:                                                                             

              (1) any payments on a note held by or on behalf of a Holder or
      beneficial owner who is liable for such Taxes in respect of such note by
      reason of the Holder or beneficial owner having some connection with the
      United Kingdom, including being a citizen or resident or national of, or
    carrying on a business or maintaining a permanent establishment in, or
     being physically present in, the United Kingdom, other than by the mere
     holding of such note or enforcement of rights thereunder or the receipt
of payments in respect thereof;                                   

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           (2) any Taxes that are imposed or withheld by reason of the
      failure of the Holder or beneficial owner of the note to comply with any
   request by Willis Corroon Group to provide information concerning the
      nationality, residence or identity of such Holder or beneficial owner or
    to make any declaration or similar claim or satisfy any information or
       reporting requirement, which is required or imposed by a statute, treaty,
   regulation or administrative practice of the taxing jurisdiction as a
precondition to exemption from all or part of such Taxes; and     

         (3) any note presented for payment (where presentation is
  required) more than 30 days after the relevant payment is first made
available for payment to the Holder.                              

 Such Additional Amounts will also not be payable where, had the
beneficial owner of the note been the Holder of the note, he would not have been
entitled to payment of Additional Amounts by reason of clauses (1) to (3)       
inclusive, above.                                                               

        References to principal, interest, premium or other amounts payable in
respect of Willis Corroon Group's guarantee shall be deemed also to refer to any
Additional Amounts which may be payable.                                        

Willis Corroon Group will also                                

(1) make such withholding or deduction and      

              (2) remit the full amount deducted or withheld to the relevant
authority in accordance with applicable law.                      

Upon request, Willis Corroon Group will provide the Trustee with documentation  
satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies
of such documentation will be made available to the Holders of the notes upon   
request.                                                                        

TRANSFER AND EXCHANGE                                             

A Holder may transfer or exchange notes in accordance with the
Indenture. The Registrar and the Trustee may require a Holder, among other      
things, to furnish appropriate endorsements and transfer documents and Willis   
Corroon Corporation may require a Holder to pay any taxes and fees required by  
law or permitted by the Indenture. Willis Corroon Corporation is not required to
transfer or exchange any note selected for redemption. Also, Willis Corroon     
Corporation is not required to transfer or exchange any note for a period of 15 
days before a selection of notes to be redeemed.                                

   If certificated notes are issued, Willis Corroon Corporation will
appoint and maintain a transfer agent in Luxembourg for so long as the notes are
listed on the Luxembourg Stock Exchange, at which office a holder of a          
certificated note will be able to surrender its note for registration of        
transfer. Willis Corroon Corporation will be able to at any time terminate the  
appointment of a transfer agent and appoint additional or other transfer agents.
Notice of such termination or appointment and of any change in the specified    
office of a transfer agent will be provided in the manner described below in    
"--Notices."                                                                    

     The registered Holder of a note will be treated as the owner of the
note for all purposes.                                                          

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AMENDMENT, SUPPLEMENT AND WAIVER                                  

Except as provided in the next two succeeding paragraphs, the 
Indenture, any guarantee and the notes issued thereunder may be amended or      
supplemented with the consent of the Holders of at least a majority in principal
amount of the notes then outstanding, including, without limitation, consents   
obtained in connection with a purchase of, or tender offer or exchange offer    
for, notes, and any existing default or compliance with any provision of the    
Indenture or the notes may be waived with the consent of the Holders of a       
majority in principal amount of the then outstanding notes (including consents  
obtained in connection with a purchase of or tender offer or exchange offer for 
notes).                                                                         

The Indenture provides that without the consent of each Holder
affected, an amendment or waiver may not, with respect to any notes held by a   
non-consenting Holder:                                                          

           (1) reduce the principal amount of notes whose Holders must
consent to an amendment, supplement or waiver,                    

               (2) reduce the principal of or change the fixed maturity of any
       such note or alter or waive the provisions with respect to the redemption
     of the notes (other than provisions relating to the covenants described
above under the caption "--Repurchase at the Option of Holders"), 

        (3) reduce the rate of or change the time for payment of
interest on any note,                                             

         (4) waive a Default or Event of Default in the payment of
 principal of or premium, if any, or interest on the Notes, except a
  rescission of acceleration of the notes by the Holders of at least a
      majority in aggregate principal amount of such notes and a waiver of the
      payment default that resulted from such acceleration, or in respect of a
     covenant or provision contained in the Indenture or any guarantee which
cannot be amended or modified without the consent of all Holders, 

            (5) make any note payable in money other than that stated in
such notes,                                                       

               (6) make any change in the provisions of the Indenture relating
      to waivers of past Defaults or the rights of Holders to receive payments
of principal of or premium, if any, or interest on the notes,     

         (7) make any change in the foregoing amendment and waiver
provisions,                                                       

        (8) impair the right of any Holder to receive payment of
  principal of, or interest on such Holder's notes on or after the due
       dates therefor or to institute suit for the enforcement of any payment on
or with respect to such Holder's notes or                         

          (9) make any change in the subordination provisions of the
Indenture that would adversely affect the Holders.                

   Notwithstanding the foregoing, without the consent of any Holder,
Willis Corroon Corporation, any guarantor (with respect to a guarantee or the   
Indenture to which it is a party) and the Trustee may amend or supplement the   
Indenture, any guarantee or the notes:                                          

             (1) to cure any ambiguity, omission, defect or inconsistency;

            (2) to provide for uncertificated notes in addition to or in
place of certificated notes;                                      

    (3) to comply with the covenant relating to mergers,
consolidations and sales of assets;                               

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                (4) to provide the assumption of Willis Corroon Corporation's or
any guarantor's obligations to Holders;                           

               (5) to make any change that would provide any additional rights
    or benefits to the Holders or that does not adversely affect the legal
rights under the Indenture of any such Holder;                    

         (6) to add covenants for the benefit of the Holders or to
     surrender any right or power conferred upon Willis Corroon Corporation;

             (7) to comply with requirements of the Commission in order to
   effect or maintain the qualification of the Indenture under the Trust
Indenture Act;                                                    

              (8) to evidence and provide for the acceptance and appointment
     under the Indenture of a successor Trustee pursuant to the requirements
thereof;                                                          

            (9) to provide for the issuance of exchange notes or private
    exchange notes, which are identical to exchange notes except that they
are not freely transferrable;                                     

(10) to add a guarantor under the Indenture; or 

                (11) to provide that Trinity Acquisition be added as a guarantor
(along with Willis Corroon Group and Willis Corroon Partners).    

    The consent of the Holders is not necessary under the Indenture to
approve the particular form of any proposed amendment. It is sufficient if such 
consent approves the substance of the proposed amendment.                       

NOTICES                                                           

Notices regarding the notes will be                           

      - published in a leading newspaper having circulation in New York (which
        is expected to be the WALL STREET JOURNAL), and, so long as the notes,
         are listed on the Luxembourg Stock Exchange and the rules of such stock
        exchange shall so require, a newspaper having a general circulation in
Luxembourg (which is expected to be the LUXEMBURGER WORT) or  

   - in the case of certificated notes, mailed to Holders by first-class
       mail at their respective addresses as they appear on the registration
     books of the Registrar, and, so long as the notes are listed on the
         Luxembourg Stock Exchange and the rules of such stock exchange shall so
   require, published in a newspaper having a general circulation in
Luxembourg (which is expected to be the LUXEMBURGER WORT).    

Notices given by publication will be deemed given on the first date on which    
publication is made and notices given by first-class mail, postage prepaid, will
be deemed given five calendar days after mailing.                               

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CONCERNING THE TRUSTEE                                            

 The Indenture contains certain limitations on the rights of the
Trustee, should it become a creditor of Willis Corroon Corporation, to obtain   
payment of claims in certain cases, or to realize on certain property received  
in respect of any such claim as security or otherwise. The Trustee will be      
permitted to engage in other transactions; however, if it acquires any          
conflicting interest it must eliminate such conflict within 90 days, apply to   
the Commission for permission to continue or resign.                            

    The Indenture provides that the Holders of a majority in principal
amount of the outstanding notes issued thereunder will have the right to direct 
the time, method and place of conducting any proceeding for exercising any      
remedy available to the Trustee, subject to certain exceptions. The Indenture   
provides that in case an Event of Default shall occur (which shall not be       
cured), the Trustee will be required, in the exercise of its power, to use the  
degree of care of a prudent person in the conduct of his own affairs. Subject to
such provisions, the Trustee will be under no obligation to exercise any of its 
rights or powers under the Indenture at the request of any Holder of such notes,
unless such Holder shall have offered to the Trustee security and indemnity     
satisfactory to it against any loss, liability or expense.                      

GOVERNING LAW                                                     

         The Indenture, the notes and the guarantees will be, subject to certain
exceptions, governed by and construed in accordance with the internal laws of   
the State of New York, without regard to the choice of law rules thereof.       

CERTAIN DEFINITIONS                                               

  Set forth below are certain defined terms used in the Indenture.
Reference is made to the Indenture for a full disclosure of all such terms, as  
well as any other capitalized terms used herein for which no definition is      
provided. For purposes of the Indenture, unless otherwise specifically          
indicated, the term "consolidated" with respect to any Person refers to such    
Person consolidated with its Restricted Subsidiaries, and excludes from such    
consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary    
were not an Affiliate of such Person.                                           

       "ACQUIRED INDEBTEDNESS"  means, with respect to any specified Person,

              (1) Indebtedness of any other Person existing at the time such
      other Person is merged with or into or became a Restricted Subsidiary of
such specified Person, including, without limitation, Indebtedness
    incurred in connection with, or in contemplation of, such other Person
merging with or into or becoming a Restricted Subsidiary of such  
specified Person, and                                             

        (2) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.                                

         "AFFILIATE"  of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common      
control with such specified Person. For purposes of this definition, "control"  
(including, with correlative meanings, the terms "controlling," "controlled by" 
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the     
direction of the management or policies of such Person, whether through the     
ownership of voting securities, by agreement or otherwise.                      

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"ASSET SALE"  means                                           

                (1) the sale, conveyance, transfer or other disposition, whether
      in a single transaction or a series of related transactions, of property
    or assets (including by way of a sale and leaseback) of Willis Corroon
     Group or any Restricted Subsidiary (each referred to in this definition
as a "DISPOSITION") or                                            

              (2) the issuance or sale of Equity Interests of any Restricted
Subsidiary, whether in a single transaction or a series of related
transactions,                                                     

in each case, other than:                                                       

         (a) a disposition of Cash Equivalents or Investment Grade
    Securities or obsolete or worn out equipment in the ordinary course of
    business or inventory or goods held for sale in the ordinary course of
business;                                                         

                (b) the disposition of all or substantially all of the assets of
   Willis Corroon Group in a manner permitted pursuant to the provisions
       described above under "--Certain Covenants--Merger, Consolidation or Sale
       of All or Substantially All Assets" or any disposition that constitutes a
Change of Control pursuant to the Indenture;                      

                (c) the making of any Restricted Payment or Permitted Investment
     that is permitted to be made, and is made, under the covenant described
   above under "--Certain Covenants--Limitation on Restricted Payments";

           (d) any disposition of assets or issuance or sale of Equity
  Interests of any Restricted Subsidiary with an aggregate fair market
value of less than $2.5 million;                                  

        (e) any disposition of property or assets or issuance of
 securities by a Restricted Subsidiary to Willis Corroon Group or by
Willis Corroon Group or a Restricted Subsidiary to a Restricted   
Subsidiary;                                                       

             (f) any exchange of like property pursuant to Section 1031 of
the Internal Revenue Code of 1986 for use in a Similar Business;  

              (g) the lease, assignment or sub-lease of any real or personal
property in the ordinary course of business;                      

               (h) any financing transaction with respect to property built or
     acquired by Willis Corroon Group or any Restricted Subsidiary after the
    Closing Date, including, without limitation, sale-leasebacks and asset
securitizations;                                                  

(i) foreclosures on assets;                     

             (j) any sale of Equity Interests in, or Indebtedness or other
securities of, an Unrestricted Subsidiary (with the exception of  
  Investments in Unrestricted Subsidiaries acquired pursuant to clause
(b)(10) of the definition of Permitted Investments); and          

               (k) sales of accounts receivable, or participations therein, in
connection with any Receivables Facility.                         

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         "ASSOCIATE"  means any Person engaged in a Similar Business of which at
least 20% but not more than 50% of the Voting Stock thereof is owned by Willis  
Corroon Group or any Restricted Subsidiary.                                     

      "BACS FACILITY"  means a facility created to make automated payments
through Banks' Automated Clearance System.                                      

"CAPITAL STOCK"  means                                        

  (1) in the case of a corporation, corporate stock,

             (2) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents
(however designated) of corporate stock,                          

              (3) in the case of a partnership or limited liability company,
  partnership or membership interests (whether general or limited) and

                (4) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or     
distributions of assets of, the issuing Person.                   

      "CAPITALIZED LEASE OBLIGATION"  means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at such time be required to be capitalized and reflected as a        
liability on a balance sheet (excluding the footnotes thereto) in accordance    
with GAAP.                                                                      

"CASH EQUIVALENTS"  means                                     

(1) United States dollars,                      

(2) pounds sterling,                            

(3) Euro,                                       

(4) Japanese Yen,                               

(5) Canadian dollars,                           

(6) Australian dollars,                         

         (7) securities issued or directly and fully guaranteed or
     insured by the United States or United Kingdom government or any agency
      or instrumentality thereof with maturities of 24 months or less from the
date of acquisition,                                              

              (8) certificates of deposit, time deposits and eurodollar time
deposits with maturities of one year or less from the date of     
      acquisition, bankers' acceptances with maturities not exceeding one year
       and overnight bank deposits, in each case with any commercial bank having
capital and surplus in excess of $500.0 million,                  

           (9) repurchase obligations for underlying securities of the
    types described in clauses (7) and (8) entered into with any financial
   institution meeting the qualifications specified in clause (8) above,

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            (10) commercial paper rated A-1 or the equivalent thereof by
     Moody's or S&P and in each case maturing within one year after the date
of acquisition,                                                   

      (11) investment funds investing 95% of their assets in
securities of the types described in clauses (1)-(10) above,      

              (12) readily marketable direct obligations issued by any state
  of the United States of America or any political subdivision thereof
    having one of the two highest rating categories obtainable from either
  Moody's or S&P with maturities of 24 months or less from the date of
acquisition and                                                   

             (13) Indebtedness or preferred stock issued by Persons with a
  rating of "A" or higher from S&P or "A2" or higher from Moody's with
maturities of 24 months or less from the date of acquisition.     

Notwithstanding the foregoing, Cash Equivalents shall include amounts           
denominated in currencies other than those set forth in clauses (1) through (6) 
above, PROVIDED that such amounts are converted into any currency listed in     
clauses (1) through (6) as promptly as practicable and in any event within ten  
Business Days following the receipt of such amounts.                            

    "CHANGE OF CONTROL"  means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related
transactions, of all or substantially all of the assets of Willis Corroon Group 
and its Subsidiaries, taken as a whole, to any Person other than a Permitted    
Holder; or                                                                      

      (2) Willis Corroon Group becomes aware of (by way of a report or any
other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written
notice or otherwise) the acquisition by any Person or group (within the meaning 
of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor   
provision), including any group acting for the purpose of acquiring, holding or 
disposing of securities (within the meaning of Rule 13d-5(b)(1) under the       
Exchange Act), other than the Permitted Holders, in a single transaction or in a
related series of transactions, by way of merger, consolidation or other        
business combination or purchase of beneficial ownership (within the meaning of 
Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of
the total Voting Stock of Willis Corroon Group or any of its direct or indirect 
parent corporations.                                                            

"CLOSING DATE"  means November 19, 1998, the date on which the
Subordinated Bridge Agreement was executed.                                     

  "CONSOLIDATED DEPRECIATION AND AMORTIZATION EXPENSE"  means with
respect to any Person for any period, the total amount of depreciation and      
amortization expense and other noncash charges, excluding any noncash item that 
represents an accrual or reserve for a cash expenditure for a future period, of 
such Person and its Restricted Subsidiaries for such period on a consolidated   
basis and otherwise determined in accordance with GAAP.                         

        "CONSOLIDATED INTEREST EXPENSE"  means, with respect to any Person for
any period, the sum, without duplication, of:                                   

        (a) consolidated interest expense of such Person and its
     Restricted Subsidiaries for such period, to the extent such expense was
      deducted in computing Consolidated Net Income (including amortization of
original issue discount, non-cash interest payments, the          

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      interest component of Capitalized Lease Obligations and net payments, if
      any, pursuant to Hedging Obligations, excluding amortization of deferred
financing fees),                                                  

            (b) consolidated capitalized interest of such Person and its
  Restricted Subsidiaries for such period, whether paid or accrued and

         (c) the impact of any net payments or receipts related to
  Trinity Hedging Obligations, PROVIDED that any reduction of interest
       expense related to any net amounts to be received by Trinity are actually
      received by Willis Corroon Group within 31 days of the end of the period
     during which such reduction of interest expense was recorded; PROVIDED,
HOWEVER, that Receivables Fees shall be deemed not to constitute  
     Consolidated Interest Expense. Notwithstanding anything to the contrary
    stated above, Consolidated Interest Expense shall not include interest
    expense in respect of the Group Intercompany Notes; PROVIDED, HOWEVER,
   that such interest expense shall be included in Consolidated Interest
  Expense to the extent such interest expense is actually paid and not
      immediately repaid to Willis Corroon Group or a Restricted Subsidiary in
respect of interest on any Trinity Intercompany Notes or Interim  
Refinancing Indebtedness.                                         

      "CONSOLIDATED NET INCOME"  means, with respect to any Person for any
period, the aggregate of the Net Income, of such Person and its Restricted      
Subsidiaries for such period, on a consolidated basis, and otherwise determined 
in accordance with GAAP; PROVIDED, HOWEVER, that                                

          (1) any net after-tax exceptional items, less all fees and
expenses relating thereto, shall be excluded,                     

        (2) the Net Income for such period shall not include the
cumulative effect of a change in accounting principles during such
period,                                                           

                (3) any net after-tax income (loss) from discontinued operations
and any net after-tax gains or losses on disposal of discontinued 
operations shall be excluded,                                     

        (4) any net after-tax gains or losses (less all fees and
      expenses relating thereto) attributable to asset dispositions other than
    in the ordinary course of business, as determined in good faith by the
Board of Directors of Willis Corroon Group, shall be excluded,    

              (5) the Net Income for such period of any Person that is not a
       Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by
the equity method of accounting, shall be excluded; PROVIDED that 
       Consolidated Net Income of Willis Corroon Group shall be increased by the
      amount of dividends or distributions or other payments that are actually
 paid in cash (or to the extent converted into cash) to the referent
  Person or a Restricted Subsidiary thereof in respect of such period,

         (6) the Net Income of any Person acquired in a pooling of
     interests transaction shall not be included for any period prior to the
date of such acquisition,                                         

               (7) the Net Income for such period of any Restricted Subsidiary
(other than Willis Corroon Corporation and any guarantor) shall be
excluded if the declaration or payment of dividends or similar    
     distributions by that Restricted Subsidiary of its Net Income is not at
       the date of determination wholly permitted without any prior governmental
       approval (which has not been obtained) or, directly or indirectly, by the
 operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule, or governmental regulation

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       applicable to that Restricted Subsidiary or its stockholders, unless such
restriction with respect to the payment of dividends or in similar
   distributions has been legally waived; PROVIDED that Consolidated Net
Income of Willis Corroon Group shall be increased by the amount of
     dividends or other distributions or other payments that could have been
 paid in cash (or to the extent converted into cash) to the referent
     Person or a Restricted Subsidiary thereof in respect of such period and

                (8) the after-tax impact of any net payments or receipts related
 to Trinity Hedging Obligations shall be included, PROVIDED that any
     reduction of interest expense related to any net amounts to be received
     by Trinity are actually received by Willis Corroon Group within 31 days
      of the end of the period during which such reduction of interest expense
was recorded.                                                     

Notwithstanding the foregoing, for the purpose of the covenant described under  
"Certain Covenants-- Limitation on Restricted Payments" only (other than clause 
(c)(4) thereof), there shall be excluded from Consolidated Net Income any income
arising from any sale or other disposition of Restricted Investments made by    
Willis Corroon Group and its Restricted Subsidiaries, any repurchases and       
redemptions of Restricted Investments from Willis Corroon Group and the         
Restricted Subsidiaries, any repayments of loans and advances which constitute  
Restricted Investments by Willis Corroon Group or any Restricted Subsidiary, any
sale of the stock of an Unrestricted Subsidiary or any distribution or dividend 
from an Unrestricted Subsidiary, in each case only to the extent such amounts   
increase the amount of Restricted Payments permitted under such covenant        
pursuant to clause (c)(4) thereof. Notwithstanding anything to the contrary     
stated above, Consolidated Net Income shall not include                         

                (x) net after-tax income (net of any interest expense in respect
     of Group Intercompany Notes) relating to amounts received or accrued in
    respect of the Trinity Intercompany Notes and loans made in respect of
Interim Refinancing Indebtedness or                               

         (y) net after-tax income (or losses) relating to payments
received in respect of the Trinity Intercompany Notes or Interim  
       Refinancing Indebtedness or payments made in respect of the corresponding
 Group Intercompany Note that are solely the result of exchange rate
fluctuations or                                                   

        (z) net after-tax gain or loss relating to the impact of
Facility Hedging Obligations being marked-to-market.              

   "CONSORTIUM"  means Guardian Royal Exchange, Royal & Sun Alliance
Insurance Group, The Chubb Corporation, The Hartford Financial Services Group,  
Inc., The Tokio Marine and Fire Insurance Co., Limited and Travelers Property   
Casualty Corp. and their respective Affiliates or any replacement insurance     
company investors from time to time and their respective Affiliates.            

"CONSORTIUM PREFERRED STOCK"  means                           

         (a) preferred stock of TA II Limited having a liquidation
  preference of approximately $270,000,000 issued to the Consortium in
  connection with the offering of the outstanding notes and the recent
acquisitions and                                                  

(b) any preferred stock that                    

                     (1) is issued in exchange for, or to replace or
refinance, all or a portion thereof,        

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                   (2) is not subject to mandatory redemption or
               redemption at the option of the holder thereof prior to the
               date that is six months later than the maturity date of the
notes and                                   

                        (3) may include, at the election of TA II Limited,

                                   (A) provisions for required cash dividends,
                       at a rate per annum not in excess of 7 1/2%, or a
                     higher rate if the payment of cash dividends in
                          excess of 7 1/2% is stated in the provisions of such
                          preferred stock to be subject to the limitations set
forth in the Indenture,   

                           (B) provisions for transferability,

                                  (C) provisions for customary voting rights
                        and/or board representation upon the occurrence of
  non-payment of dividends and

                       (4) other terms customary for public issuances of
preferred stock.                            

  "CONTINGENT OBLIGATIONS"  means, with respect to any Person, any
obligation of such Person guaranteeing any leases, dividends or other           
obligations that do not constitute Indebtedness ("PRIMARY OBLIGATIONS") of any  
other Person (the "PRIMARY OBLIGOR") in any manner, whether directly or         
indirectly, including, without limitation, any obligation of such Person,       
whether or not contingent,                                                      

           (1) to purchase any such primary obligation or any property
constituting direct or indirect security therefor,                

(2) to advance or supply funds                  

                         (A) for the purchase or payment of any such primary
obligation or                               

                          (B) to maintain working capital or equity capital of
                 the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, or         

              (3) to purchase property, securities or services primarily for
     the purpose of assuring the owner of any such primary obligation of the
       ability of the primary obligor to make payment of such primary obligation
against loss in respect thereof.                                  

        "CONTRIBUTION AGREEMENT"  means the Contribution Agreement dated as of
November 19, 1998, between Trinity Acquisition and Willis Corroon Group in a    
form previously approved by the Administrative Agent under the Subordinated     
Bridge Agreement.                                                               

 "CONVERTIBLE LOAN"  means an interest-free loan made by Trinity
Acquisition to Willis Corroon Group in exchange for a note that is convertible  
at the option of Willis Corroon Group into common equity interests in Willis    
Corroon Group, PROVIDED that the obligations of Willis Corroon Group under such 
note are subordinated in right of payment to the notes in a form previously     
approved by the Administrative Agent under the Subordinated Bridge Agreement    
including, without limitation, that no payment may be made in respect of such   
note prior to the date that is 91 days after the Maturity Date of such          
agreement.                                                                      

      "CREDIT FACILITIES"  means, with respect to Willis Corroon Group and
Willis Corroon Corporation, one or more debt facilities, including, without     
limitation, the Senior Credit Facilities, or                                    

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commercial paper facilities with banks or other institutional lenders or        
indentures providing for revolving credit loans, term loans, receivables        
financing, including through the sale of receivables to such lenders or to      
special purpose entities formed to borrow from such lenders against receivables,
letters of credit or other long-term indebtedness, in each case, as amended,    
restated, modified, renewed, refunded, replaced or refinanced, including        
increasing the amount borrowed thereunder, in whole or in part from time to     
time.                                                                           

        "DEFAULT"  means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.                         

    "DESIGNATED NONCASH CONSIDERATION"  means the fair market value of
noncash consideration received by Willis Corroon Group or one of its Restricted 
Subsidiaries in connection with an Asset Sale that is so designated as          
Designated Noncash Consideration pursuant to an Officers' Certificate, setting  
forth the basis of such valuation, executed by an executive vice president and  
the principal financial officer of Willis Corroon Group or Willis Corroon       
Corporation, less the amount of cash or Cash Equivalents received in connection 
with a subsequent sale of such Designated Noncash Consideration.                

       "DESIGNATED PREFERRED STOCK"  means preferred stock of Willis Corroon
Group, any of its direct or indirect parent corporations or Willis Corroon      
Corporation (in each case other than Disqualified Stock) that is issued for cash
(other than to a Restricted Subsidiary) and is so designated as Designated      
Preferred Stock, pursuant to an Officers' Certificate executed by an executive  
vice president and the principal financial officer of Willis Corroon Group or   
Willis Corroon Corporation, any of its direct or indirect parent corporations or
Willis Corroon Corporation, as the case may be, on the issuance date thereof,   
the cash proceeds of which are excluded from the calculation set forth in clause
(c) of the first paragraph of the "--Certain Covenants--Limitation on Restricted
Payments" covenant.                                                             

      "DISQUALIFIED STOCK"  means, with respect to any Person, any Capital
Stock of such Person which, by its terms, or by the terms of any security into  
which it is convertible or for which it is putable or exchangeable, or upon the 
happening of any event, matures or is mandatorily redeemable, other than as a   
result of a change of control or asset sale, pursuant to a sinking fund         
obligation or otherwise, or is redeemable at the option of the holder thereof,  
other than as a result of a change of control or asset sale, in whole or in     
part, in each case prior to the date 91 days after the earlier of the maturity  
date of the notes or the date the notes are no longer outstanding; PROVIDED,    
HOWEVER, that if such Capital Stock is issued to any plan for the benefit of    
employees of Willis Corroon Group or its Subsidiaries or by any such plan to    
such employees, such Capital Stock shall not constitute Disqualified Stock      
solely because it may be required to be repurchased by Willis Corroon Group or  
its Subsidiaries in order to satisfy applicable statutory or regulatory         
obligations.                                                                    

"DOMESTIC SUBSIDIARY"  means, with respect to any Person, any 
Restricted Subsidiary of such Person other than a Foreign Subsidiary.           

 "EBITDA"  means, with respect to any Person for any period, the
Consolidated Net Income of such Person for such period plus                     

          (a) provision for taxes based on income or profits of such
   Person for such period deducted in computing Consolidated Net Income,
plus                                                              

                (b) Consolidated Interest Expense of such Person for such period
   paid by such Person or any of its Restricted Subsidiaries during such
     period, in each case to the extent the same was deducted in calculating
such Consolidated Net Income, plus                                

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              (c) Consolidated Depreciation and Amortization Expense of such
     Person for such period to the extent such depreciation and amortization
were deducted in computing Consolidated Net Income, plus          

           (d) any expenses or charges related to any Equity Offering,
     Permitted Investment, acquisition, including amounts paid in connection
     with the acquisition or retention of one or more individuals comprising
       teams engaged in a Similar Business, PROVIDED that such payments are made
   at the time of such acquisition and are consistent with the customary
practice in the industry at the time of such acquisition,         
recapitalization or Indebtedness permitted to be incurred by the  
     Indenture (whether or not successful), including such fees, expenses or
     charges related to the offering of the outstanding notes and the recent
    acquisitions and deducted in such period in computing Consolidated Net
Income, plus                                                      

           (e) the amount of any restructuring charge deducted in such
       period in computing Consolidated Net Income, including any one-time costs
   incurred in connection with acquisitions after the Closing Date, plus

              (f) without duplication, any non-recurring charges relating to
the Lloyd's Reconstruction and Renewal Plan, plus                 

            (g) without duplication, any other non-cash charges reducing
     Consolidated Net Income for such period, excluding any such charge that
  represents an accrual or reserve for a cash expenditure for a future
period, plus                                                      

           (h) the amount of any minority interest expense deducted in
calculating Consolidated Net Income, less, without duplication    

             (i) non-cash items increasing Consolidated Net Income of such
      Person for such period, excluding any items which represent the reversal
     of any accrual of, or cash reserve for, anticipated cash charges in any
prior period.                                                     

        "EMU"  means economic and monetary union as contemplated in the Treaty
on European Union.                                                              

      "EQUITY INTERESTS"  means Capital Stock and all warrants, options or
other rights to acquire Capital Stock, but excluding any debt security that is  
convertible into, or exchangeable for, Capital Stock.                           

        "EQUITY OFFERING"  means any public or private sale of common stock or
preferred stock of Willis Corroon Group, any of its direct or indirect parent   
corporations or Willis Corroon Corporation (excluding Disqualified Stock), other
than                                                                            

    - public offerings with respect to Willis Corroon Group's Common Stock
registered on Form S-8 and                                    

- any such public or private sale that constitutes an Excluded    
Contribution.                                                 

         "EURO"  means the single currency of participating member states of the
EMU.                                                                            

         "EXCHANGE ACT"  means the Securities Exchange Act of 1934 and the rules
and regulations of the Commission promulgated thereunder.                       

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         "EXCLUDED CONTRIBUTION"  means net cash proceeds, marketable securities
or Qualified Proceeds, in each case, received by Willis Corroon Group or Willis 
Corroon Corporation from                                                        

              (a) contributions to its common equity capital (other than, in
     the case of Willis Corroon Corporation, contributions by Willis Corroon
Group) and                                                        

                (b) the sale (other than to a Subsidiary of Willis Corroon Group
    or to any Willis Corroon Group or Subsidiary management equity plan or
   stock option plan or any other management or employee benefit plan or
       agreement) of Capital Stock (other than Disqualified Stock and Designated
     Preferred Stock) of Willis Corroon Group or Willis Corroon Corporation,

in each case designated as Excluded Contributions pursuant to an officers'      
certificate executed by an executive vice president and the principal financial 
officer of Willis Corroon Group or Willis Corroon Corporation on the date such  
capital contributions are made or the date such Equity Interests are sold, as   
the case may be, which are excluded from the calculation set forth in clause (c)
of the first paragraph under "--Certain Covenants--Limitation on Restricted     
Payments."                                                                      

        "EXISTING INDEBTEDNESS"  means Indebtedness of Willis Corroon Group or
its Restricted Subsidiaries in existence on the Closing Date, plus interest     
accruing thereon, after application of the net proceeds of the loans made under 
the Subordinated Bridge Agreement.                                              

     "FACILITY HEDGING OBLIGATIONS"  means Hedging Obligations of Willis
Corroon Group or Willis Corroon Corporation (other than Hedging Obligations     
entered into for speculative purposes) having an aggregate notional amount at   
any time outstanding not in excess of $1,175,000,000 less the notional amount of
any Trinity Hedging Obligations outstanding at such time.                       

      "FIXED CHARGE COVERAGE RATIO"  means, with respect to any Person for
any period, the ratio of EBITDA of such Person for such period to the Fixed     
Charges of such Person for such period. In the event that Willis Corroon Group  
or any of its Restricted Subsidiaries incurs, assumes, guarantees or redeems any
Indebtedness or issues or redeems Disqualified Stock or preferred stock         
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to the event for which the calculation of   
the Fixed Charge Coverage Ratio is made (the "CALCULATION DATE"), then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect to such       
incurrence, assumption, guarantee or redemption of Indebtedness, or such        
issuance or redemption of Disqualified Stock or preferred stock, as if the same 
had occurred at the beginning of the applicable four-quarter period.            

        For purposes of making the computation referred to above, Investments,
acquisitions, dispositions, mergers, consolidations and discontinued operations 
(as determined in accordance with GAAP) that have been made by Willis Corroon   
Group or any of its Restricted Subsidiaries during the four-quarter reference   
period or subsequent to such reference period and on or prior to or             
simultaneously with the Calculation Date shall be calculated on a pro forma     
basis assuming that all such Investments, acquisitions, dispositions, mergers,  
consolidations and discontinued operations (and the change in any associated    
fixed charge obligations and the change in EBITDA resulting therefrom) had      
occurred on the first day of the four-quarter reference period. If since the    
beginning of such period any Person (that subsequently became a Restricted      
Subsidiary or was merged with or into Willis Corroon Group or any Restricted    
Subsidiary since the beginning of such period) shall have made any Investment,  
acquisition, disposition, merger, consolidation or discontinued operation that  
would have required adjustment pursuant to this definition, then the Fixed      
Charge Coverage Ratio shall be calculated giving pro forma                      

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effect thereto for such period as if such Investment, acquisition, disposition, 
merger, consolidation or discontinued operation had occurred at the beginning of
the applicable four-quarter period.                                             

     For purposes of this definition, whenever pro forma effect is to be
given to a transaction, the pro forma calculations shall be made in good faith  
by a responsible financial or accounting officer of Willis Corroon Group. If any
Indebtedness bears a floating rate of interest and is being given pro forma     
effect, the interest on such Indebtedness shall be calculated as if the rate in 
effect on the Calculation Date had been the applicable rate for the entire      
period (taking into account any Hedging Obligations applicable to such          
Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to    
accrue at an interest rate reasonably determined by a responsible financial or  
accounting officer of Willis Corroon Group to be the rate of interest implicit  
in such Capitalized Lease Obligation in accordance with GAAP. For purposes of   
making the computation referred to above, interest on any Indebtedness under a  
revolving credit facility computed on a pro forma basis shall be computed based 
upon the average daily balance of such Indebtedness during the applicable       
period. Interest on Indebtedness that may optionally be determined at an        
interest rate based upon a factor of a prime or similar rate, a eurocurrency    
interbank offered rate, or other rate, shall be deemed to have been based upon  
the rate actually chosen, or, if none, then based upon such optional rate chosen
as Willis Corroon Group may designate.                                          

        "FIXED CHARGES"  means, with respect to any Person for any period, the
sum of                                                                          

         (a) Consolidated Interest Expense of such Person for such
period,                                                           

             (b) all cash dividend payments (excluding items eliminated in
consolidation) on any series of                                   

(1) Disqualified Stock,   

(2) preferred stock and   

                         (3) to the extent paid pursuant to clause (6)(B) of
                 the covenant described under "--Certain Covenants--Limitation
                on Restricted Payments," other Capital Stock of such Person.

         "FOREIGN SUBSIDIARY"  means, with respect to any Person, any Restricted
Subsidiary of such Person that is not organized or existing under the laws of   
the United States, any state thereof, the District of Columbia, or any territory
thereof.                                                                        

      "GAAP"  means generally accepted accounting principles in the United
Kingdom which are in effect on the Closing Date. For the purposes of the        
Indenture, the term "consolidated" with respect to any Person means such Person 
consolidated with its Restricted Subsidiaries, and shall not include any        
Unrestricted Subsidiary.                                                        

"GOVERNMENT SECURITIES"  means securities that are            

              (a) direct obligations of the United States of America for the
timely payment of which its full faith and credit is pledged or   

           (b) obligations of a Person controlled or supervised by and
    acting as an agency or instrumentality of the United States of America
       the timely payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America,            

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which, in either case, are not callable or redeemable at the option of the      
issuers thereof, and shall also include a depository receipt issued by a bank   
(as defined in Section 3(a)(2) of the Securities Act), as custodian with respect
to any such Government Securities or a specific payment of principal of or      
interest on any such Government Securities held by such custodian for the       
account of the holder of such depository receipt; PROVIDED that (except as      
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Government Securities or the specific payment
of principal of or interest on the Government Securities evidenced by such      
depository receipt.                                                             

        "GROUP INTERCOMPANY NOTE"  means a note issued by Willis Corroon Group
or a Restricted Subsidiary in favor of Trinity Acquisition                      

              (a) in consideration of the issuance of a Trinity Intercompany
Note or                                                           

            (b) in connection with a loan made by Trinity Acquisition to
    Willis Corroon Group or such Restricted Subsidiary out of the proceeds
received from the issuance of a Trinity Intercompany Note,        

PROVIDED, in each case, that the obligations of Willis Corroon Group or such    
Restricted Subsidiary under such note are subordinated in right of payment to   
the notes in a form previously approved by the administrative agent under the   
Subordinated Bridge Agreement including, without limitation, that no payment    
shall be made in respect of such note if any Default on the notes or any default
under the Senior Credit Facilities has occurred and is continuing.              

         "GUARANTEE"  means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or       
indirect, in any manner (including, without limitation, letters of credit and   
reimbursement agreements in respect thereof), of all or any part of any         
Indebtedness or other obligations.                                              

         "GUARANTEED LOAN NOTES"  means loan notes of Trinity Acquisition issued
pursuant to the offer at the election of holders of the shares, having the terms
contained in the Guaranteed Loan Notes Instrument and guaranteed by The Chase   
Manhattan Bank, acting through its London branch.                               

     "GUARANTEED LOAN NOTES INSTRUMENT"  means the Guaranteed Loan Notes
Instrument in the form of Exhibit J to the Senior Bridge Facility.              

"HEDGING OBLIGATIONS"  means, with respect to any Person, the 
obligations of such Person under                                                

       - currency exchange, interest rate or commodity swap agreements, currency
  exchange, interest rate or commodity cap agreements and currency
exchange, interest rate or commodity collar agreements and    

- other agreements or arrangements designed to protect such Person
        against fluctuations in currency exchange, interest rates or commodity
prices.                                                       

"HOLDER"  means a holder of the notes.                        

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"INDEBTEDNESS"  means, with respect to any Person,            

              (a) any indebtedness (including principal and premium) of such
Person, whether or not contingent                                 

       (1) in respect of borrowed money,

                          (2) evidenced by bonds, notes, debentures or similar
                 instruments or letters of credit or bankers' acceptances (or,
                without double counting, reimbursement agreements in respect
thereof),                                   

                         (3) representing the balance deferred and unpaid of
             the purchase price of any property (including Capitalized
                  Lease Obligations), except any such balance that constitutes a
               trade payable or similar obligation to a trade creditor, in
           each case accrued in the ordinary course of business or

                         (4) representing any Hedging Obligations, if and to
                 the extent that any of the foregoing Indebtedness (other than
                letters of credit and Hedging Obligations) would appear as a
           liability upon a balance sheet (excluding the footnotes
             thereto) of such Person prepared in accordance with GAAP,

                (b) to the extent not otherwise included, any obligation by such
     Person to be liable for, or to pay, as obligor, guarantor or otherwise,
 on the Indebtedness of another Person, other than by endorsement of
       negotiable instruments for collection in the ordinary course of business,
and                                                               

         (c) to the extent not otherwise included, Indebtedness of
 another Person secured by a Lien on any asset owned by such Person,
   whether or not such Indebtedness is assumed by such Person; PROVIDED,
     HOWEVER, that Contingent Obligations incurred in the ordinary course of
      business shall be deemed not to constitute Indebtedness, and obligations
  under or in respect of Receivables Facilities shall not be deemed to
constitute Indebtedness.                                          

      In addition, "Indebtedness" of any Person shall include Indebtedness
described in the foregoing paragraph that would not appear as a liability on the
balance sheet of such Person if                                                 

             (1) such Indebtedness is the obligation of a partnership or a
    joint venture that is not a Restricted Subsidiary (a "Joint Venture"),

               (2) such Person or a Restricted Subsidiary is a general partner
of the Joint Venture (a "General Partner") and                    

            (3) there is recourse, by contract or operation of law, with
       respect to the payment of such Indebtedness to property or assets of such
Person or a Restricted Subsidiary; and such Indebtedness shall be 
included in an amount not to exceed                               

(x) the greater of        

                                 (a) the net assets of the General Partner
and                       

                                 (b) the amount of such obligations to the
                   extent that there is recourse by, contract or
                    operation of law, to the property or assets of

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                        such Person or a Restricted Subsidiary (other than
the General Partner) or   

                        (y) if less than the amount determined pursuant to
           clause (x) immediately above, the actual amount of such
        Indebtedness that is recourse to such Person, if the
       Indebtedness is evidenced by a writing and is for a
                 determinable amount and the related interest expense shall be
                included in Consolidated Interest Expense to the extent paid
           by Willis Corroon Group or its Restricted Subsidiaries.

  "INDEPENDENT FINANCIAL ADVISOR"  means an accounting, appraisal,
investment banking firm or consultant to Persons engaged in Similar Businesses  
of nationally recognized standing that is, in the good faith judgment of Willis 
Corroon Group or Willis Corroon Corporation, qualified to perform the task for  
which it has been engaged.                                                      

        "INTERIM FINANCINGS"  means the Sponsor Promissory Note and the Senior
Bridge Facility.                                                                

      "INTERIM REFINANCING INDEBTEDNESS"  means indebtedness in respect of
loans made to Trinity Acquisition on the Closing Date by Willis Corroon         
Corporation using the proceeds from the borrowing under the Subordinated Bridge 
Agreement and the borrowing of term loans under the Senior Credit Facilities,   
the proceeds of which were used                                                 

           (a) directly or indirectly to repay the Interim Financings,

              (b) to make a Convertible Loan, substantially all the proceeds
      of which were used to repay indebtedness of Willis Corroon Group and its
       Subsidiaries existing on the Closing Date and required to be repaid under
the Senior Credit Facilities and                                  

(c) to pay related fees and expenses.           

"INVESTMENT GRADE SECURITIES"  means                          

         (1) securities issued or directly and fully guaranteed or
      insured by the United States government or any agency or instrumentality
thereof (other than Cash Equivalents),                            

               (2) debt securities or debt instruments with a rating of BBB-or
  higher by S&P or Baa3 or higher by Moody's or the equivalent of such
    rating by such rating organization, or, if no rating of S&P or Moody's
then exists, the equivalent of such rating by any other nationally
       recognized securities rating agency, but excluding any debt securities or
       instruments constituting loans or advances among Willis Corroon Group and
its Subsidiaries,                                                 

       (3) investments in any fund that invests exclusively in
     investments of the type described in clauses (1) and (2) which fund may
also hold immaterial amounts of cash pending investment and/or    
distribution and                                                  

                (4) corresponding instruments in countries other than the United
States or the United Kingdom customarily utilized for high-quality
investments.                                                      

      "INVESTMENTS"  means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the form of loans        
(including guarantees), advances or capital contributions (excluding accounts   
receivable, trade credit, advances to customers, commission, travel             

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and similar advances to officers and employees, in each case made in the        
ordinary course of business), purchases or other acquisitions for consideration 
of Indebtedness, Equity Interests or other securities issued by any other Person
and investments that are required by GAAP to be classified on the balance sheet 
(excluding the footnotes) of Willis Corroon Group in the same manner as the     
other investments included in this definition to the extent such transactions   
involve the transfer of cash or other property. For purposes of the definition  
of "Unrestricted Subsidiary" and the covenant described under "--Certain        
Covenants--Limitation on Restricted Payments,"                                  

             (1) "Investments" shall include the portion (proportionate to
  the Company's equity interest in such Subsidiary) of the fair market
    value of the net assets of a Subsidiary of Willis Corroon Group at the
 time that such Subsidiary is designated an Unrestricted Subsidiary;
  provided, however, that upon a redesignation of such Subsidiary as a
     Restricted Subsidiary, Willis Corroon Group shall be deemed to continue
  to have a permanent "Investment" in an Unrestricted Subsidiary in an
amount (if positive) equal to                                     

                     (x) Willis Corroon Group's "Investment" in such
     Subsidiary at the time of such redesignation less

                      (y) the portion (proportionate to Willis Corroon
                  Group's equity interest in such Subsidiary) of the fair market
                  value of the net assets of such Subsidiary at the time of such
redesignation; and                          

       (2) any property transferred to or from an Unrestricted
     Subsidiary shall be valued at its fair market value at the time of such
  transfer, in each case as determined in good faith by Willis Corroon
Group.                                                            

     "LETTER OF CREDIT OBLIGATIONS"  means all Obligations in respect of
Indebtedness of Willis Corroon Group with respect to letters of credit issued   
pursuant to the Senior Credit Facilities which Indebtedness shall be deemed to  
consist of                                                                      

                (a) the aggregate maximum amount available to be drawn under all
 such letters of credit (the determination of such aggregate maximum
amount to assume compliance with all conditions for drawing) and  

       (b) the aggregate amount that has been paid by, and not
reimbursed to, the issuers of such letters of credit.             

       "LIEN"  means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,  
whether or not filed, recorded or otherwise perfected under applicable law,     
including any conditional sale or other title retention agreement, any lease in 
the nature thereof, any option or other agreement to sell or give a security    
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction;       
PROVIDED that in no event shall an operating lease be deemed to constitute a    
Lien.                                                                           

   "MANAGEMENT GROUP"  means the directors and executive officers of
Willis Corroon Corporation, Willis Corroon Group or its direct or indirect      
parent corporations.                                                            

"MOODY'S"  means Moody's Investors Service, Inc.              

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        "NET INCOME"  means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in  
respect of preferred stock dividends.                                           

      "NET PROCEEDS"  means the aggregate cash proceeds received by Willis
Corroon Group or any of its Restricted Subsidiaries in respect of any Asset     
Sale, including, without limitation, any cash received upon the sale or other   
disposition of any Designated Noncash Consideration received in any Asset Sale, 
net of the direct costs relating to such Asset Sale and the sale or disposition 
of such Designated Noncash Consideration, including, without limitation, legal, 
accounting and investment banking fees, and brokerage and sales commissions, any
relocation expenses incurred as a result thereof, taxes paid or payable as a    
result thereof (after taking into account any available tax credits or          
deductions and any tax sharing arrangements), amounts required to be applied to 
the repayment of principal, premium, if any, and interest on Senior Indebtedness
required (other than required by clause (1) of the second paragraph of          
"--Repurchase at the Option of Holders--Asset Sales" to be paid as a result of  
such transaction) and any deduction of appropriate amounts to be provided by    
Willis Corroon Group as a reserve in accordance with GAAP against any           
liabilities associated with the asset disposed of in such transaction and       
retained by Willis Corroon Group after such sale or other disposition thereof,  
including, without limitation, pension and other post-employment benefit        
liabilities and liabilities related to environmental matters or against any     
indemnification obligations associated with such transaction.                   

"OBLIGATIONS"  means any principal, interest, penalties, fees,
indemnifications, reimbursements (including, without limitation, reimbursement  
obligations with respect to letters of credit and banker's acceptances), damages
and other liabilities, and guarantees of payment of such principal, interest,   
penalties, fees, indemnifications, reimbursements, damages and other            
liabilities, payable under the documentation governing any Indebtedness.        

"OFFICER"  means the Chairman of the Board, the President, any
Executive Vice President, Senior Vice President or Vice President, the Treasurer
or the Secretary of Willis Corroon Group, Willis Corroon Corporation or any     
guarantor, as applicable.                                                       

         "OFFICERS' CERTIFICATE"  means a certificate signed on behalf of Willis
Corroon Group or Willis Corroon Corporation, as the case may be, by two Officers
of Willis Corroon Group or Willis Corroon Corporation, as applicable, one of    
whom must be the principal executive officer, the principal financial officer,  
the treasurer or the principal accounting officer of Willis Corroon Group or    
Willis Corroon Corporation, as applicable, that meets the requirements set forth
in the Indenture.                                                               

     "PERMITTED ASSET SWAP"  means any one or more transactions in which
Willis Corroon Group or any Restricted Subsidiary exchanges assets for          
consideration consisting of                                                     

          (1) Equity Interests in or assets of a Person engaged in a
Similar Business and                                              

            (2) any cash or Cash Equivalents, provided that such cash or
  Cash Equivalents will be considered Net Proceeds from an Asset Sale.

    "PERMITTED HOLDERS"  means Kohlberg Kravis Roberts & Co. L.P., its
Affiliates and the Management Group.                                            

"PERMITTED INVESTMENTS"  means                                

               (a) with respect to fiduciary cash held by Willis Corroon Group
      or its Restricted Subsidiaries, Investments in which it is customary for
     Persons that are engaged in a Similar Business and that comply with all
applicable laws and regulations; and                              

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(b) in all other cases                          

                       (1) any Investment in Willis Corroon Group or any
Restricted Subsidiary;                      

                        (2) any Investment in cash and Cash Equivalents or
Investment Grade Securities;                

                       (3) any Investment by Willis Corroon Group or any
                  Restricted Subsidiary of Willis Corroon Group in a Person that
           is engaged in a Similar Business if as a result of such
Investment                                  

                            (A) such Person becomes a Restricted
Subsidiary or             

                                (B) such Person, in one transaction or a
                series of related transactions, is merged,
                  consolidated or amalgamated with or into, or
                          transfers or conveys substantially all of its assets
                          to, or is liquidated into, Willis Corroon Group or a
Restricted Subsidiary;    

                          (4) any Investment in securities or other assets not
         constituting cash or Cash Equivalents and received in
                 connection with an Asset Sale made pursuant to the provisions
                  of "--Repurchase at the Option of Holders--Asset Sales" or any
               other disposition of assets not constituting an Asset Sale;

                      (5) any Investment existing on the Closing Date;

                      (6) advances to employees not in excess of $15.0
          million outstanding at any one time, in the aggregate;

                         (7) any Investment acquired by Willis Corroon Group
or any of its Restricted Subsidiaries       

                                   (A) in exchange for any other Investment or
                         accounts receivable held by Willis Corroon Group or
                          any such Restricted Subsidiary in connection with or
                          as a result of a bankruptcy, workout, reorganization
                     or recapitalization of the issuer of such other
          Investment or accounts receivable or

                                  (B) as a result of a foreclosure by Willis
                         Corroon Group or any of its Restricted Subsidiaries
                     with respect to any secured Investment or other
                   transfer of title with respect to any secured
Investment in default;    

                           (8) Hedging Obligations permitted under clause (j) of
                 the covenant described in "--Certain Covenants--Limitation of
                  Incurrence of Indebtedness and Issuance of Disqualified Stock"
covenant;                                   

                       (9) loans and advances to officers, directors and
          employees for business-related travel expenses, moving
                 expenses and other similar expenses, in each case incurred in
the ordinary course of business;            

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                         (10) any Investment in a Similar Business having an
              aggregate fair market value, taken together with all other
                  Investments made pursuant to this clause (10) that are at that
             time outstanding (without giving effect to the sale of an
              Unrestricted Subsidiary to the extent the proceeds of such
             sale do not consist of cash, marketable securities and/or
     Qualified Proceeds), not to exceed the greater of

             (A) $125.0 million or

                                  (B) 12.5% of Total Revenues at the time of
                         such Investment (with the fair market value of each
                    Investment being measured at the time made and
                    without giving effect to subsequent changes in
value);                   

                        (11) Investments the payment for which consists of
                  Equity Interests of Willis Corroon Group, any of its direct or
              indirect parent corporations or Willis Corroon Corporation
              (exclusive of Disqualified Stock); PROVIDED, HOWEVER, that
                such Equity Interests will not increase the amount available
         for Restricted Payments under clause (c) of the first
        paragraph under the covenant described in "--Certain
  Covenants--Limitation on Restricted Payments;"

                          (12) additional Investments having an aggregate fair
                market value, taken together with all other Investments made
                  pursuant to this clause (12) that are at that time outstanding
         (without giving effect to the sale of an Unrestricted
             Subsidiary to the extent the proceeds of such sale do not
           consist of cash, marketable securities and/or Qualified
            Proceeds or do consist of distributions made pursuant to
                 clause (13) of the second paragraph of the covenant described
                 in "--Certain Covenants--Limitation on Restricted Payments"),
              not to exceed $50.0 million at the time of such Investment
                 (with the fair market value of each Investment being measured
            at the time made and without giving effect to subsequent
changes in value);                          

                         (13) guarantees of Indebtedness permitted under the
             covenant described in "--Certain Covenants--Limitation on
           Incurrence of Indebtedness and Issuance of Disqualified
Stock;"                                     

                          (14) any transaction to the extent it constitutes an
                investment that is permitted and made in accordance with the
                provisions of the second paragraph of the covenant described
             under "--Certain Covenants--Transactions with Affiliates"
               (except transactions described in clauses (2), (6), (7) and
(11) of such paragraph);                    

                     (15) Investments consisting of the licensing or
           contribution of intellectual property pursuant to joint
marketing arrangements with other Persons;  

                        (16) any Investment by Willis Corroon Group or any
                 Restricted Subsidiary in a Person that is an Associate on the
Closing Date; and                           

                      (17) Investments relating to any special purpose
             Wholly Owned Subsidiary of Willis Corroon Group or Willis
                  Corroon Corporation organized in connection with a Receivables
         Facility that, in the good faith determination of the

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                board of directors of Willis Corroon Group, are necessary or
  advisable to effect such Receivables Facility.

         "PERSON"  means any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust,            
unincorporated organization, government or any agency or political subdivision  
thereof or any other entity.                                                    

       "PREFERRED STOCK"  means any Equity Interest with preferential rights
of payment of dividends or upon liquidation, dissolution, or winding up.        

   "QUALIFIED PROCEEDS"  means assets that are used or useful in, or
Capital Stock of any Person engaged in, a Similar Business; PROVIDED that the   
fair market value of any such assets or Capital Stock shall be determined by the
board of directors in good faith, except that in the event the value of any such
assets or Capital Stock may exceed $25.0 million or more, the fair value shall  
be determined in writing by an independent investment banking firm of nationally
recognized standing.                                                            

 "RECEIVABLES FACILITY"  means one or more receivables financing
facilities, as amended from time to time, pursuant to which Willis Corroon Group
and/or any of its Restricted Subsidiaries sells its accounts receivable to a    
Person that is not a Restricted Subsidiary.                                     

         "RECEIVABLES FEES"  means distributions or payments made directly or by
means of discounts with respect to any participation interest issued or sold in 
connection with, and other fees paid to a Person that is not a Restricted       
Subsidiary in connection with, any Receivables Facility.                        

     "RESTRICTED INVESTMENT"  means an Investment other than a Permitted
Investment.                                                                     

         "RESTRICTED SUBSIDIARY"  means, at any time, Willis Corroon Corporation
and any direct or indirect Subsidiary of Willis Corroon Group (including any    
Foreign Subsidiary) that is not then an Unrestricted Subsidiary; PROVIDED,      
HOWEVER, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an
Unrestricted Subsidiary, such Subsidiary shall be included in the definition of 
"Restricted Subsidiary."                                                        

"S&P"  means Standard and Poor's Ratings Group.               

      "SECURITIES ACT"  means the Securities Act of 1933 and the rules and
regulations of the Commission promulgated thereunder.                           

       "SENIOR BRIDGE FACILITY"  means the Credit Agreement dated as of July
22, 1998, as amended and restated as of September 25, 1998, and as amended on   
October 30, 1998 and November 13, 1998, among Trinity Acquisition, the lenders  
party thereto and The Chase Manhattan Bank, as Administrative Agent.            

         "SENIOR CREDIT FACILITIES"  means the Credit Agreement dated as of July
22, 1998, as amended and restated as of September 1, 1998, September 25, 1998   
and February 19, 1999, and as amended on October 28, 1998, among Willis Corroon 
Group, Willis Corroon Corporation, Trinity Acquisition, the Lenders from time to
time party thereto and The Chase Manhattan Bank, as Administrative Agent and    
Collateral Agent, including any collateral documents, instruments and agreements
executed in connection therewith, and any amendments, supplements,              
modifications, extensions, renewals, restatements or refundings thereof and any 
indentures or credit facilities or commercial paper facilities with banks or    
other institutional lenders that replace, refund or refinance any part of the   
loans, notes, other credit facilities or commitments thereunder, including any  
such                                                                            

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replacement, refunding or refinancing facility or indenture that increases the  
amount borrowable thereunder or alters the maturity thereof, PROVIDED, HOWEVER, 
that in connection with any facilities which refund, replace or refinance such  
Credit Agreement there shall not be more than one facility at any one time that 
is identified as the Senior Credit Facilities and, if at any time there is more 
than one facility which would constitute the Senior Credit Facilities, Willis   
Corroon Corporation will designate to the Trustee which one of such facilities  
will be the Senior Credit Facilities for purposes of the Indenture.             

"SENIOR SUBORDINATED INDEBTEDNESS"  means                     

            (a) with respect to Willis Corroon Corporation, Indebtedness
which ranks equal in right of payment to the notes and            

           (b) with respect to any guarantor, Indebtedness which ranks
equal in right of payment to the guarantee of such guarantor.     

    "SIGNIFICANT SUBSIDIARY"  means Willis Corroon Corporation and any
other Restricted Subsidiary that would be a "significant subsidiary" as defined 
in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the          
Securities Act, as such regulation is in effect on the date hereof.             

"SIMILAR BUSINESS"  means insurance brokering, risk management
consulting, insurance agency, employee benefit consulting and any activities or 
businesses incidental or directly related or similar thereto, or any line of    
business engaged in by Willis Corroon Group or its Subsidiaries on the date of  
issuance of the outstanding notes or any business activity that is a reasonable 
extension, development or expansion thereof or ancillary thereto.               

         "SPONSOR PROMISSORY NOTE"  means the subordinated promissory note dated
as of July 22, 1998, issued by Trinity Acquisition in favor of an affiliate of  
Kohlberg Kravis Roberts & Co. L.P. in an amount not to exceed $575,000,000.     

     "SUBORDINATED BRIDGE AGREEMENT"  means the Senior Subordinated Loan
Agreement dated as of November 19, 1998, among Willis Corroon Group, Willis     
Corroon Partners, Willis Corroon Corporation, the Lenders from time to time     
party thereto and The Chase Manhattan Bank, as Administrative Agent.            

"SUBORDINATED INDEBTEDNESS"  means                            

                (a) with respect to Willis Corroon Corporation, any Indebtedness
       of Willis Corroon Corporation which is by its terms subordinated in right
of payment to the notes and                                       

           (b) with respect to any guarantor, any Indebtedness of such
     guarantor which is by its terms subordinated in right of payment to the
guarantee of such guarantor.                                      

"SUBSIDIARY"  means, with respect to any Person,              

          (1) any corporation, association, or other business entity
    (other than a partnership, joint venture, limited liability company or
 similar entity) of which more than 50% of the total voting power of
       shares of Capital Stock entitled (without regard to the occurrence of any
     contingency) to vote in the election of directors, managers or trustees
      thereof is at the time of determination owned or controlled, directly or
    indirectly, by such Person or one or more of the other Subsidiaries of
that Person or a combination thereof and                          

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                (2) any partnership, joint venture, limited liability company or
similar entity of which                                           

                (x) more than 50% of the capital accounts,
             distribution rights, total equity and voting interests or
                general or limited partnership interests, as applicable, are
                  owned or controlled, directly or indirectly, by such Person or
             one or more of the other Subsidiaries of that Person or a
          combination thereof whether in the form of membership,
            general, special or limited partnership or otherwise and

                    (y) such Person or any Wholly Owned Restricted
                 Subsidiary of such Person is a controlling general partner or
otherwise controls such entity.             

        "TOTAL REVENUES"  means the total operating revenues of Willis Corroon
Group and its Restricted Subsidiaries, as shown on the most recent annual income
statement of Willis Corroon Group.                                              

     "TRINITY HEDGING OBLIGATIONS"  means Hedging Obligations of Trinity
Acquisition (other than Hedging Obligations entered into for speculative        
purposes) having an aggregate notional amount at any time outstanding not in    
excess of $1,175,000,000 less the notional amount of any Facility Hedging       
Obligations outstanding at such time.                                           

"TRINITY INTERCOMPANY NOTE"  means any note issued by Trinity 
Acquisition in favor of Willis Corroon Group or a Restricted Subsidiary         

            (a) in consideration of the issuance of a Group Intercompany
Note or                                                           

      (b) in connection with the making of a loan to Trinity
      Acquisition by Willis Corroon Group or such Restricted Subsidiary (other
       than with respect to Interim Refinancing Indebtedness), PROVIDED that all
      the proceeds received by Trinity Acquisition from such loan, if any, are
     immediately used to make a loan to Willis Corroon Group or a Restricted
Subsidiary pursuant to a Group Intercompany Note.                 

      "U.K. SUBSIDIARY"  means, with respect to any Person, any Restricted
Subsidiary of such Person that is organized under the laws of England and Wales.

"UNRESTRICTED SUBSIDIARY"  means                              

            (1) Sovereign Marine & General Insurance Company Limited, in
provisional liquidation,                                          

               (2) any Subsidiary of Willis Corroon Group which at the time of
     determination is an Unrestricted Subsidiary (as designated by the Board
of Directors of Willis Corroon Group, as provided below) and      

 (3) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of Willis Corroon Group may designate any Subsidiary of  
Willis Corroon Group (including any existing Subsidiary and any newly acquired  
or newly formed Subsidiary but excluding Willis Corroon Corporation) to be an   
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns  
any Equity Interests or Indebtedness of, or owns or holds any Lien on, any      
property of, Willis Corroon Group or any Subsidiary of Willis Corroon Group     
(other than any Subsidiary of the Subsidiary to be so designated), PROVIDED that

              (a) any Unrestricted Subsidiary (other than Sovereign) must be
      an entity of which shares of the capital stock or other equity interests
       (including partnership interests) entitled to cast at least a majority of
 the votes that may be cast by all shares or equity interests having

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    ordinary voting power for the election of directors or other governing
body are owned, directly or indirectly, by Willis Corroon Group,  

                (b) such designation complies with the covenants described under
"--Certain Covenants--Limitation on Restricted Payments" and      

(c) each of                                     

                (1) the Subsidiary to be so designated and

                 (2) its Subsidiaries has not at the time of
               designation, and does not thereafter, create, incur, issue,
                assume, guarantee or otherwise become directly or indirectly
                 liable with respect to any Indebtedness pursuant to which the
              lender has recourse to any of the assets of Willis Corroon
Group or any of its Restricted Subsidiaries.

  The Board of Directors of Willis Corroon Group may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; PROVIDED that,           
immediately after giving effect to such designation no Default or Event of      
Default shall have occurred and be continuing and either                        

      (1) Willis Corroon Group could incur at least $1.00 of
      additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
 described under "--Certain Covenants-- Limitations on Incurrence of
Indebtedness and Issuance of Disqualified Stock" or               

                (2) the Fixed Charge Coverage Ratio for Willis Corroon Group and
     its Restricted Subsidiaries would be greater than such ratio for Willis
     Corroon Group and its Restricted Subsidiaries immediately prior to such
     designation, in each case on a pro forma basis taking into account such
   designation. Any such designation by the Board of Directors of Willis
       Corroon Group shall be notified by Willis Corroon Group to the Trustee by
    promptly filing with the Trustee a copy of the board resolution giving
     effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing provisions.          

         "VOTING STOCK"  of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.                                                       

 "WEIGHTED AVERAGE LIFE TO MATURITY"  means, when applied to any
Indebtedness or Disqualified Stock, as the case may be, at any date, the        
quotient obtained by dividing                                                   

                (1) the sum of the products of the number of years from the date
 of determination to the date of each successive scheduled principal
payment of such Indebtedness or redemption or similar payment with
 respect to such Disqualified Stock multiplied by the amount of such
payment, by                                                       

(2) the sum of all such payments.               

      "WHOLLY OWNED RESTRICTED SUBSIDIARY"  is any Wholly Owned Subsidiary
that is a Restricted Subsidiary.                                                

     "WHOLLY OWNED SUBSIDIARY"  of any Person means a Subsidiary of such
Person, 100% of the outstanding Capital Stock or other ownership interests of   
which (other than directors' qualifying shares) shall at the time be owned by   
such Person or by one or more Wholly Owned Subsidiaries of such Person and one  
or more Wholly Owned Subsidiaries of such Person.                               

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REGISTRATION RIGHTS AGREEMENT 

  Willis Corroon Group, Willis Corroon Corporation, Willis Corroon
Partners (which are collectively referred to as the "Willis Corroon" for        
purposes of this summary) and the initial purchasers under the issuance of      
outstanding notes entered into an exchange and registration rights agreement on 
February 2, 1999. Pursuant to the registration rights agreement, Willis Corroon 
agreed to:                                                                      

  - file with the Commission on or prior to 100 days after the date of
  issuance of the outstanding notes a registration statement on an
     appropriate form under the Securities Act, relating to a registered
        exchange offer for the outstanding notes under the Securities Act; and

- use its reasonable best efforts to cause the exchange offer     
      registration statement to be declared effective under the Securities
  Act within 240 days after the issuance of the outstanding notes.

As soon as practicable after the effectiveness of the exchange offer            
registration statement, Willis Corroon Corporation will offer to the holders of 
Transfer Restricted Securities (as defined below) who are not prohibited by any 
law or policy of the Commission from participating in the exchange offer the    
opportunity to exchange their Transfer Restricted Securities for an issue of a  
second series of notes that are identical in all material respects to the       
outstanding notes (except that the exchange notes will not contain terms with   
respect to transfer restrictions) and that would be registered under the        
Securities Act. Willis Corroon Corporation will keep the exchange offer open for
not less than 20 business days (or longer, if required by applicable law) after 
the date on which notice of the exchange offer is mailed to the holders of the  
outstanding notes.                                                              

If                                                            

     - because of any change in law or applicable interpretations thereof by
        the staff of the Commission, Willis Corroon is not permitted to effect
the exchange offer as contemplated hereby,                    

     - any outstanding notes validly tendered pursuant to the exchange offer
         are not exchanged for exchange notes within 270 days after the issuance
of the outstanding notes,                                     

       - the initial purchasers so request with respect to outstanding notes not
    eligible to be exchanged for exchange notes in the exchange offer,

 - any applicable law or interpretations do not permit any holder of
outstanding notes to participate in the exchange offer or     

       - any holder of outstanding notes that participates in the exchange offer
     does not receive freely transferable exchange notes in exchange for
tendered outstanding notes,                                   

then Willis Corroon will file with the Commission a shelf registration statement
to cover resales of Transfer Restricted Securities by such holders who satisfy  
certain conditions relating to the provision of information in connection with  
the shelf registration statement. For purposes of the foregoing, "Transfer      
Restricted Securities" means each outstanding note until:                       

       - the date on which such outstanding note has been exchanged for a freely
transferable exchange note in the exchange offer;             

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       - the date on which such outstanding note has been effectively registered
       under the Securities Act and disposed of in accordance with the shelf
registration statement; or                                    

    - the date on which such outstanding note is distributed to the public
         pursuant to Rule 144 under the Securities Act or is salable pursuant to
Rule 144(k) under the Securities Act.                         

 Willis Corroon will use its reasonable best efforts to have the
exchange offer registration statement or, if applicable, the shelf registration 
statement declared effective by the Commission as promptly as practicable after 
the filing thereof. Unless the exchange offer would not be permitted by a policy
of the Commission, Willis Corroon Corporation will commence the exchange offer  
and will use its reasonable best efforts to consummate the exchange offer as    
promptly as practicable, but in any event prior to 270 days after the issuance  
of the outstanding notes. If applicable, Willis Corroon will use its reasonable 
best efforts to keep the shelf registration statement effective for a period    
until two years after the issuance of the outstanding notes or such shorter     
period when all notes covered by the shelf registration statement have been sold
in the manner set forth and as contemplated in the shelf registration statement 
or when the outstanding notes became eligible for resale pursuant to Rule 144   
under the Securities Act without volume restrictions, if any.                   

If                                                            

 (1) the applicable registration statement is not filed with the
      Commission on or prior to 100 days after the issuance of the
    outstanding notes (or, in the case of a shelf registration
          statement required to be filed in response to a change in law or
       applicable interpretations of the staff of the Commission, if
         later, within 60 days after publication of the change in law or
             interpretations, but in no event before 100 calendar days after the
issuance of the outstanding notes);                   

         (2) the exchange offer registration statement or the shelf registration
             statement, as the case may be, is not declared effective within 240
             days after the issuance of the outstanding notes (or in the case of
            a shelf registration statement required to be filed in response to
           a change in law or applicable interpretations of the staff of the
       Commission, if later, within 90 days after publication of the
           change in law or interpretations, but in no event before 240 days
after the issuance of the outstanding notes);         

         (3) the exchange offer is not consummated on or prior to 270 days after
        the issuance of the outstanding notes (other than in the event
  Willis Corroon files a shelf registration statement); or

      (4) the shelf registration statement is filed and declared effective
         within the time periods specified in clause (2) above but shall
           thereafter cease to be effective (at any time that Willis Corroon
           is obligated to maintain the effectiveness thereof) without being
          succeeded within 90 days by an additional registration statement
filed and declared effective                          

Willis Corroon will be obligated to pay liquidated damages to each holder of    
Transfer Restricted Securities, during the period of one or more such           
registration defaults, with respect to the first 90-day period immediately      
following the occurrence of the first registration default in an amount equal to
one-quarter of one percent per annum, which rate will be increased by an        
additional one-quarter of one percent per annum for each subsequent 90-day      
period that any liquidated damages continue to accrue; provided that the rate at
which liquidated damages accrue may in no event exceed 1.0% per annum, in       
respect of the notes constituting Transfer Restricted Securities held by such   
holder until the applicable                                                     

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registration statement is filed, the exchange offer registration statement is   
declared effective and the exchange offer is consummated or the shelf           
registration statement is declared effective or again becomes effective, as the 
case may be. All accrued liquidated damages shall be paid to holders in the same
manner as interest payments on the notes on semi-annual payment dates which     
correspond to interest payment dates for the notes. Following the cure of all   
registration defaults, the accrual of liquidated damages will cease.            
Notwithstanding the foregoing, Willis Corroon may issue a notice that the shelf 
registration statement is unusable pending the announcement of a material       
corporate transaction and may issue any notice suspending use of the shelf      
registration statement required under applicable securities laws to be issued   
and, in the event that the aggregate number of days in any consecutive          
twelve-month period for which all such notices are issued and effective exceeds 
60 days in the aggregate, then Willis Corroon will be obligated to pay          
liquidated damages to each holder of Transfer Restricted Securities in an amount
equal to one-quarter of one percent per annum, which rate will be increased by  
an additional one-quarter of one percent per annum for each subsequent 90-day   
period that liquidated damages continue to accrue; provided that the rate at    
which liquidated damages accrue may in no event exceed 1.0% per annum, in       
respect of the notes constituting Transfer Restricted Securities. Upon Willis   
Corroon declaring that the shelf registration statement is usable after the     
period of time described in the preceding sentence, the accrual of liquidated   
damages will cease.                                                             

     The registration rights agreement also provides that Willis Corroon

      - shall make available for a period of 90 days after the consummation of
 the exchange offer a prospectus meeting the requirements of the
    Securities Act to any broker-dealer for use in connection with any
resale of any such exchange notes and                         

    - shall pay expenses incident to the exchange offer and will indemnify
    certain holders of the notes (including any broker-dealer) against
      certain liabilities, including liabilities under the Securities Act.

A broker-dealer that delivers such a prospectus to purchasers in connection with
such resales will be subject to certain of the civil liability provisions under 
the Securities Act and will be bound by the provisions of the exchange and      
registration rights agreement (including certain indemnification rights and     
obligations).                                                                   

  Each holder of the outstanding notes who wishes to exchange such
outstanding notes for exchange notes in the exchange offer will be required to  
make certain representations, including representations that:                   

- any exchange notes to be received by it will be acquired in the 
ordinary course of its business;                              

     - it has no arrangement or understanding with any person to participate
in the distribution of the exchange notes;                    

     - it is not an "affiliate" (as defined in Rule 405 under the Securities
       Act) of Willis Corroon, or if it is an affiliate, that it will comply
   with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable; and                  

     - if it is a person in the United Kingdom, that its ordinary activities
         involve it in acquiring, holding, managing or disposing of investments,
as principal or agent, for the purposes of its business.      

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        If the holder is not a broker-dealer, it will be required to represent
that it is not engaged in, and does not intend to engage in, the distribution of
the exchange notes. If the holder is a broker-dealer that will receive exchange 
notes for its own account in exchange for outstanding notes that were acquired  
as a result of market-making activities or other trading activities, it will be 
required to acknowledge that it will deliver a prospectus in connection with any
resale of such exchange notes.                                                  

   Holders of the outstanding notes will be required to make certain
representations to Willis Corroon (as described above) in order to participate  
in the exchange offer and will be required to deliver information to be used in 
connection with the shelf registration statement in order to have their         
outstanding notes included in the shelf registration statement and benefit from 
the provisions regarding liquidated damages set forth in the preceding          
paragraphs. A holder who sells outstanding notes pursuant to the shelf          
registration statement generally will be required to be named as a selling      
securityholder in the related prospectus and to deliver a prospectus to         
purchasers, will be subject to certain of the civil liability provisions under  
the Securities Act in connection with such sales and will be bound by the       
provisions of the registration rights agreement which are applicable to such a  
holder (including certain indemnification obligations).                         

      For so long as the notes are outstanding, Willis Corroon Corporation
will continue to provide to holders of the notes and to prospective purchasers  
of the notes the information required by Rule 144A(d)(4) under the Securities   
Act.                                                                            

     The foregoing description of the registration rights agreement is a
summary only, does not purport to be complete and is qualified in its entirety  
by reference to all provisions of the registration rights agreement. Willis     
Corroon will provide a copy of the registration rights agreement to holders of  
outstanding notes identified to Willis Corroon by the initial purchasers under  
the offering of outstanding notes upon request.                                 

       Application will be made to list the exchange notes on the Luxembourg
Stock Exchange. The exchange notes will be accepted for clearance through the   
accounts of the Euroclear Operator and Cedel Bank and they will have a new      
common code and a new ISIN number, which will be transmitted to the Luxembourg  
Stock Exchange. All documents prepared in connection with the exchange offer    
will be available at the office of the special agent in Luxembourg and all      
necessary actions and services in respect of the exchange offer may be done at  
the office of the special agent in Luxembourg. The special agent appointed for  
these purposes is Kredietbank S.A. Luxembourgeoise, 43, Boulevard Royal, L-2955 
Luxembourg.                                                                     

 All notices relating to the exchange offer will be published in
accordance with the notice provisions of the indenture. See "Description of the 
Notes--Notices." So long as the outstanding notes are listed on the Luxembourg  
Stock Exchange and the rules of such stock exchange shall require, prior to the 
commencement of the exchange offer, notice of the exchange offer will be given  
to the Luxembourg Stock Exchange and will be published in a newspaper having a  
general circulation in Luxembourg, which is expected to be the LUXEMBURGER WORT.
Such notice will, among other things, provide details of the conditions to the  
exchange offer and the commencement and expected completion dates of the        
exchange offer. So long as the notes are listed on the Luxembourg Stock Exchange
and the rules of such stock exchange shall require, notice of the results of the
exchange offer will be given to the Luxembourg Stock Exchange and will be       
published in a newspaper having a general circulation in Luxembourg, which is   
expected to be the LUXEMBURGER WORT, in each case, as promptly as practicable   
following the completion of the exchange offer. Similar notice will also be     
provided in connection with the payment of liquidated damages and the           
declaration of the effective date of interest rates.                            

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UNITED STATES FEDERAL 
INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER 

EXCHANGE OF NOTES                                                               

     In the opinion of Simpson Thacher & Bartlett, the following summary
describes the material United States federal income tax consequences of the     
exchange offer. The exchange of outstanding notes for exchange notes in the     
exchange offer will not constitute a taxable event to holders. Consequently, no 
gain or loss will be recognized by a holder upon receipt of an exchange note,   
the holding period of the exchange note will include the holding period the     
outstanding note and the basis of the exchange note will be the same as the     
basis of the outstanding note immediately before the exchange.                  

         IN ANY EVENT, PERSONS CONSIDERING THE EXCHANGE OF OUTSTANDING NOTES FOR
EXCHANGE NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED      
STATES FEDERAL INCOME TAX CONSEQUENCES IN LIGHT OF THEIR PARTICULAR SITUATIONS  
AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING          
JURISDICTION.                                                                   

UNITED STATES FEDERAL 
INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 

    The following summary describes the material United States federal
income tax consequences of the ownership of notes as of the date hereof by a    
Non-U.S. Holder (as defined below). Except where noted it deals only with notes 
held as capital assets by Non-U.S. Holders. As used herein the term "Non-U.S.   
Holder" means any person or entity that is not a United States Holder ("U.S.    
Holder"). A U.S. Holder is any beneficial owner of a note that is               

(1) a citizen or resident of the United States, 

           (2) a corporation or partnership created or organized in or
       under the laws of the United States or any political subdivision thereof,

            (3) an estate the income of which is subject to U.S. federal
income taxation regardless of its source and                      

             (4) a trust (x) that is subject to the supervision of a court
   within the United States and the control of one or more United States
 persons as described in section 7701(a)(30) or (y) that has a valid
 election in effect under applicable U.S. Treasury regulations to be
treated as a U.S. person.                                         

   The discussion below is based upon the provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), and regulations, rulings and     
judicial decisions thereunder as of the date hereof, and such authorities may be
repealed, revoked or modified so as to result in United States federal income   
tax consequences different from those discussed below. PERSONS CONSIDERING THE  
PURCHASE, OWNERSHIP OR DISPOSITION OF NOTES SHOULD CONSULT THEIR OWN TAX        
ADVISORS CONCERNING THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IN LIGHT  
OF THEIR PARTICULAR SITUATIONS AS WELL AS ANY CONSEQUENCES ARISING UNDER THE    
LAWS OF ANY OTHER TAXING JURISDICTION.                                          

    Under present United States federal income and estate tax law, and
subject to the discussion below concerning backup withholding:                  

              (a) no withholding of United States federal income tax will be
       required with respect to the payment by Willis Corroon Corporation or any
 paying agent of principal or interest on a note owned by a Non-U.S.
Holder, provided that                                             

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                   (1) the beneficial owner does not actually or
               constructively own 10% or more of the total combined voting
               power of all classes of stock of Willis Corroon Corporation
               entitled to vote within the meaning of section 871(h)(3) of
the Code and the regulations thereunder,    

                          (2) the beneficial owner is not a controlled foreign
             corporation that is related to Willis Corroon Corporation
through stock ownership,                    

                          (3) the beneficial owner is not a bank whose receipt
                 of interest on a note is described in section 881(c)(3)(A) of
the Code and                                

                      (4) the beneficial owner satisfies the statement
                requirement (described generally below) set forth in section
             871(h) and section 881(c) of the Code and the regulations
thereunder;                                 

              (b) no withholding of United States federal income tax will be
       required with respect to any gain or income realized by a Non-U.S. Holder
     upon the sale, exchange, retirement or other disposition of a note; and

              (c) a note beneficially owned by an individual who at the time
of death is a Non-U.S. Holder will not be subject to United States
      federal estate tax as a result of such individual's death, provided that
    such individual does not actually or constructively own 10% or more of
    the total combined voting power of all classes of stock of the company
      entitled to vote within the meaning of section 871(h)(3) of the Code and
     provided that the interest payments with respect to such note would not
have been, if received at the time of such individual's death,    
effectively connected with the conduct of a United States trade or
business by such individual.                                      

       It is unclear whether the payment of Liquidated Damages to a Non-U.S.
Holder would be subject to withholding of U.S. federal income tax.              

        To satisfy the requirement referred to in (a)(4) above, the beneficial
owner of such note, or a financial institution holding the note on behalf of    
such owner, must provide, in accordance with specified procedures, a paying     
agent of the Issuer with a statement to the effect that the beneficial owner is 
not a U.S. Holder. Currently, these requirements will be met if                 

           (1) the beneficial owner provides his name and address, and
 certifies, under penalties of perjury, that he is not a U.S. Holder
     (which certification may be made on an Internal Revenue Service ("IRS")
Form W-8 (or successor form)) or                                  

             (2) a financial institution holding the note on behalf of the
beneficial owner certifies, under penalties of perjury, that such 
   statement has been received by it and furnishes a paying agent with a
copy thereof.                                                     

Under recently finalized Treasury regulations (the "Final Regulations"), the    
statement requirement referred to in (a)(4) above may also be satisfied with    
other documentary evidence for interest paid after December 31, 2000 with       
respect to an offshore account or through certain foreign intermediaries.       

        If a Non-U.S. Holder cannot satisfy the requirements of the "portfolio
interest" exception described in (a) above, payments of interest made to such   
Non-U.S. Holder will be subject to a 30% withholding tax unless the beneficial  
owner of the note provides Willis Corroon Corporation or its paying agent, as   
the case may be, with a properly executed (1) IRS Form 1001 (or successor form) 
claiming an exemption from or reduction in withholding under the benefit of a   
tax treaty or (2) IRS Form 4224 (or                                             

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successor form) stating that interest paid on the note is not subject to        
withholding tax because it is effectively connected with the beneficial owner's 
conduct of a trade or business in the United States.                            

      If a Non-U.S. Holder is engaged in a trade or business in the United
States and interest on the note is effectively connected with the conduct of    
such trade or business, the Non-U.S. Holder, although exempt from the           
withholding tax discussed above, will be subject to United States federal income
tax on such interest on a net income basis in the same manner as if it were a   
U.S. Holder. In addition, if such holder is a foreign corporation, it may be    
subject to a branch profits tax equal to 30% (or lower applicable treaty rate)  
of its effectively connected earnings and profits for the taxable year, subject 
to adjustments. For this purpose, interest on a note will be included in such   
foreign corporation's earnings and profits.                                     

    Any gain or income realized upon the sale, exchange, retirement or
other disposition of a note generally will not be subject to United States      
federal income tax unless                                                       

         (1) such gain or income is effectively connected with the
 conduct of a trade or business in the United States by the Non-U.S.
Holder, or                                                        

               (2) in the case of a Non-U.S. Holder who is an individual, such
    individual is present in the United States for 183 days or more in the
       taxable year of such sale, exchange, retirement or other disposition, and
certain other conditions are met.                                 

Special rules may apply to certain Non-U.S. Holders, such as  
"controlled foreign corporations," "passive foreign investment companies" and   
"foreign personal holding companies," that are subject to special treatment     
under the Code. Such entities should consult their own tax advisors to determine
the U.S. federal, state, local and other tax consequences that may be relevant  
to them.                                                                        

INFORMATION REPORTING AND BACKUP WITHHOLDING                                    

    In general, no information reporting or backup withholding will be
required with respect to payments made by Willis Corroon Corporation or any     
paying agent to Non-U.S. Holders if a statement described in (a)(4) above has   
been received (and the payor does not have actual knowledge that the beneficial 
owner is a United States Person).                                               

    In addition, backup withholding and information reporting will not
apply if payments of the principal, interest or premium on a note are paid or   
collected by a foreign office of a custodian, nominee or other foreign agent on 
behalf of the beneficial owner of such note, or if a foreign office of a broker 
(as defined in applicable Treasury regulations) pays the proceeds of the sale of
a note to the owner thereof. If, however, such nominee, custodian, agent or     
broker is, for United States federal income tax purposes, a United States       
person, a controlled foreign corporation or a foreign person that derives 50% or
more of its gross income for certain periods from the conduct of a trade or     
business in the United States, or, for taxable years beginning after December   
31, 2000, a foreign partnership in which one or more United States persons, in  
the aggregate, own more than 50% of the income or capital interests in the      
partnership or a foreign partnership which is engaged in a trade or business in 
the United States, such payments will not be subject to backup withholding but  
will be subject to information reporting, unless                                

            (1) such custodian, nominee, agent or broker has documentary
      evidence in its records that the beneficial owner is not a United States
person and certain other conditions are met or                    

            (2) the beneficial owner otherwise establishes an exemption.

   Payments of principal, interest and premium on a note paid to the
beneficial owner of a note by a United States office of a custodian, nominee or 
agent, or the payment by the United States office of a broker of the proceeds of
sale of a note, will be subject to both backup withholding and information      

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reporting unless the beneficial owner provides the statement referred to in     
(a)(4) above and the payor does not have actual knowledge that the beneficial   
owner is a United States person or otherwise establishes an exemption.          

         Any amounts withheld under the backup withholding rules will be allowed
as a refund or a credit against such holder's United States federal income tax  
liability provided the required information is furnished to the IRS.            

MATERIAL UNITED KINGDOM TAX CONSEQUENCES OF PAYMENTS BY 
WILLIS CORROON GROUP AS GUARANTOR 

    Under current law if Willis Corroon Group, as guarantor, makes any
payments in respect of interest on the notes (or other amounts due under the    
notes other than repayment of principal) such payments may be subject to United 
Kingdom withholding tax at the basic rate (currently 23%). Relief from such     
withholding may be available pursuant to the provisions of any applicable double
taxation treaty. In particular, under the terms of the U.S./U.K. double taxation
treaty, Holders entitled to the benefit of that treaty would be able to recover 
in full any U.K. tax withheld by making a claim on the appropriate form.        
Alternatively, a claim may be made by a holder in advance of a payment in       
respect of interest. If the claim is accepted by the U.K. Inland Revenue, it    
will authorize subsequent payments to be made without deduction of U.K.         
withholding tax. Claims for repayment must be made within six years of the end  
of the U.K. year of assessment (generally April 5 in each year) to which the    
interest relates and must be accompanied by the original statement provided by  
the Company when the interest payment was made showing the amount of U.K. income
tax deducted. Because a claim is not considered until the U.K. Inland Revenue   
receives the appropriate form from the Internal Revenue Service, forms should be
sent to the Internal Revenue Service, in the case of an advance claim well      
before the relevant interest payment date or, in the case of a claim for        
repayment of the tax, well before the end of the appropriate limitation period. 

 As described above, Willis Corroon Group has agreed, subject to
specific exceptions and limitations, to pay to the holders of the notes         
Additional Amounts in respect of any applicable United Kingdom withholding tax  
in order that the interest (and other amounts due under the notes) such holders 
receive, net of any applicable United Kingdom withholding tax, will equal the   
amounts which would have been receivable by such holders in the absence of such 
United Kingdom withholding tax. See "Description of the Notes--Withholding      
Taxes".                                                                         

TRANSFER TAXES ON TRANSFER OF NOTES IN THE UNITED KINGDOM                       

     Under current law the sale or transfer in the United Kingdom of the
notes will not be subject to stamp duty or stamp duty reserve tax or any other  
transfer tax in the United Kingdom.                                             

MATERIAL UNITED KINGDOM TAX CONSEQUENCES OF THE EXCHANGE OFFER

      The exchange of outstanding notes for exchange notes in the exchange
offer may constitute a disposal for the purposes of taxation of capital gains or
a transfer for the purposes of the accrued income scheme for an individual      
holder who is resident or ordinarily resident for tax purposes in the United    
Kingdom or who carries on a trade, profession or vocation through a branch or   
agency to which the note is attributable. The exchange of outstanding notes for 
exchange notes will not constitute a taxable disposal for holders which are     
companies within the charge to corporation tax or for holders which are exempt  
from taxation.                                                                  

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BOOK-ENTRY; DELIVERY AND FORM 

 The exchange notes will initially be represented by one or more
permanent global notes in definitive, fully registered book-entry form, without 
interest coupons that will be deposited with, or on behalf of, DTC and          
registered in the name of DTC or its nominee, on behalf of the acquirors of     
exchange notes represented thereby for credit to the respective accounts of the 
acquirors, or to such other accounts as they may direct, at DTC, or Morgan      
Guaranty Trust Company of New York, Brussels Office, as operator of the         
Euroclear System, or Cedel Bank, societe anonyme. See "The Exchange Offer--Book 
Entry Transfer."                                                                

    Except as set forth below, the global notes may be transferred, in
whole and not in part, solely to another nominee of DTC or to a successor of DTC
or its nominee. Beneficial interests in the global notes may not be exchanged   
for notes in physical, certificated form except in the limited circumstances    
described below.                                                                

 All interests in the global notes, including those held through
Euroclear or Cedel, may be subject to the procedures and requirements of DTC.   
Those interests held through Euroclear or Cedel may also be subject to the      
procedures and requirements of such systems.                                    

CERTAIN BOOK-ENTRY PROCEDURES FOR THE GLOBAL NOTES                              

         The descriptions of the operations and procedures of DTC, Euroclear and
Cedel set forth below are provided solely as a matter of convenience. These     
operations and procedures are within the sole control of the respective         
settlement systems and are subject to change by them. Willis Corroon Corporation
takes no responsibility for these operations or procedures, and investors are   
urged to contact the relevant system or its participants directly to discuss    
these matters.                                                                  

DTC has advised Willis Corroon Corporation that it is         

               (1) a limited purpose trust company organized under the laws of
the State of New York,                                            

               (2) a "banking organization" within the meaning of the New York
Banking Law,                                                      

(3) a member of the Federal Reserve System,     

              (4) a "clearing corporation" within the meaning of the Uniform
Commercial Code, as amended and                                   

             (5) a "clearing agency" registered pursuant to Section 17A of
the Exchange Act.                                                 

DTC was created to hold securities for its participants and facilitates the     
clearance and settlement of securities transactions between participants through
electronic book-entry changes to the accounts of its participants, thereby      
eliminating the need for physical transfer and delivery of certificates. DTC's  
participants include securities brokers and dealers, including the initial      
purchasers under the offering of outstanding notes, banks and trust companies,  
clearing corporations and certain other organizations. Indirect access to DTC's 
system is also available to other entities such as banks, brokers, dealers and  
trust companies that clear through or maintain a custodial relationship with a  
participant, either directly or indirectly. Investors who are not participants  
may beneficially own securities held by or on behalf of DTC only through        
participants or indirect participants.                                          

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Willis Corroon Corporation expects that pursuant to procedures
established by DTC, ownership of the notes will be shown on, and the transfer of
ownership thereof will be effected only through, records maintained by DTC, with
respect to the interests of participants, and the records of participants and   
the indirect participants, with respect to the interests of persons other than  
Participants.                                                                   

       The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form.        
Accordingly, the ability to transfer interests in the notes represented by a    
global note to such persons may be limited. In addition, because DTC can act    
only on behalf of its participants, who in turn act on behalf of persons who    
hold interests through participants, the ability of a person having an interest 
in notes represented by a global note to pledge or transfer such interest to    
persons or entities that do not participate in DTC's system, or to otherwise    
take actions in respect of such interest, may be affected by the lack of a      
physical definitive security in respect of such interest.                       

         So long as DTC or its nominee is the registered owner of a global note,
DTC or such nominee, as the case may be, will be considered the sole owner or   
holder of the notes represented by the global note for all purposes under the   
Indenture. Except as provided below, owners of beneficial interests in a global 
note                                                                            

- will not be entitled to have notes represented by a global note 
registered in their names,                                    

- will not receive or be entitled to receive physical delivery of 
certificated notes, and                                       

- will not be considered the owners or holders thereof under the  
Indenture for any purpose.                                    

Willis Corroon Corporation understands that under existing industry practice, in
the event that Willis Corroon Corporation requests any action of holders of     
notes, or a holder that is an owner of a beneficial interest in a global note   
desires to take any action, DTC would authorize the participants to take such   
action and the participants would authorize holders owning through such         
participants to take such action or would otherwise act upon the instruction of 
such holders. Neither Willis Corroon Corporation nor the trustee will have any  
responsibility or liability for any aspect of the records relating to or        
payments made on account of notes by DTC, or for maintaining, supervising or    
reviewing any records of DTC relating to such notes.                            

     Payments of the principal of, premium, if any, and interest on, any
notes represented by a global note registered in the name of DTC or its nominee 
on a record date will be payable by the trustee to or at the direction of DTC or
its nominee. Accordingly, neither Willis Corroon Corporation nor the trustee has
or will have any responsibility or liability for the payment of such amounts to 
owners of beneficial interests in a global note. Payments by the participants   
and the indirect participants to the owners of beneficial interests in a global 
note will be governed by standing instructions and customary industry practice  
and will be the responsibility of the participants or the indirect participants 
and DTC.                                                                        

      Transfers between participants in DTC will be effected in accordance
with DTC's procedures, and will be settled in same-day funds. Transfers between 
participants in Euroclear or Cedel will be effected in the ordinary way in      
accordance with their respective rules and operating procedures.                

        Subject to compliance with the transfer restrictions applicable to the
notes, cross-market transfers between the participants in DTC, on the one hand, 
and Euroclear or Cedel participants, on the other hand, will be effected through
DTC in accordance with DTC's rules on behalf of Euroclear or Cedel, as the case 
may be, by its depositary. However, such cross-market transactions will require 
delivery of instructions to Euroclear or Cedel, as the case may be, by the      
counterparty in such system in                                                  

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accordance with the rules and procedures and within the established deadlines   
(Brussels time) of such system. Euroclear or Cedel, as the case may be, will, if
the transaction meets its settlement requirements, deliver instructions to its  
depositary to take action to effect final settlement on its behalf by delivering
or receiving interests in the relevant global notes in DTC, and making or       
receiving payment in accordance with normal procedures for same-day funds       
settlement applicable to DTC. Euroclear participants and Cedel participants may 
not deliver instructions directly to the depositaries for Euroclear or Cedel.   

 Although DTC, Euroclear and Cedel have agreed to the procedures
described above to facilitate transfers of interests in the global notes among  
participants in DTC, Euroclear and Cedel, they are under no obligation to       
perform or to continue to perform such procedures, and such procedures may be   
discontinued at any time. Neither Willis Corroon Corporation nor the trustee    
will have any responsibility for the performance by DTC, Euroclear or Cedel or  
their participants or indirect participants of their obligations under the rules
and procedures governing their operations.                                      

CERTIFICATED NOTES                                                              

If                                                            

      - Willis Corroon Corporation notifies the trustee in writing that DTC is
      no longer willing or able to act as a depositary or DTC ceases to be
        registered as a clearing agency under the Exchange Act and a successor
         depositary is not appointed within 90 days of such notice or cessation,

      - Willis Corroon, at its option, notifies the trustee in writing that it
    elects to cause the issuance of notes in definitive form under the
Indenture or                                                  

- upon the occurrence of certain other events as provided in the  
Indenture,                                                    

then, upon surrender by DTC of the global notes, certificated notes will be     
issued to each person that DTC identifies as the beneficial owner of the notes  
represented by the global notes. Upon any such issuance, the trustee is required
to register such certificated notes in the name of such person or persons, or   
the nominee of any thereof, and cause the same to be delivered thereto.         

        Neither Willis Corroon Corporation nor the trustee shall be liable for
any delay by DTC or any participant or indirect participant in identifying the  
beneficial owners of the related notes and each such person may conclusively    
rely on, and shall be protected in relying on, instructions from DTC for all    
purposes, including with respect to the registration and delivery, and the      
respective principal amounts, of the notes to be issued.                        

If certificated notes are issued, Willis Corroon will appoint 
Kredietbank S.A. Luxembourgeoise, or such other person located in Luxembourg and
reasonably acceptable to the trustee, as an additional paying and transfer      
agent. Upon the issuance of certificated notes, holders of the notes will be    
able to transfer and exchange certificated notes at the Luxembourg office of    
such paying and transfer agent, PROVIDED that all transfers and exchanges must  
be effected in accordance with the terms of the Indenture and, among other      
things, be recorded in the register maintained by the registrar.                

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YEAR 2000                                                                       

       DTC management is aware that some computer applications, systems, and
the like for processing data ("Systems") that are dependent upon calendar dates,
including dates before, on, and after January 1, 2000, may encounter "year 2000 
problems." DTC has informed its participants and other members of the financial 
community (the "Industry") that it has developed and is implementing a program  
so that its Systems, as the same relate to the timely payment of distributions  
(including principal and income payments) to securityholders, book-entry        
deliveries, and settlement of trades within DTC ("DTC Services"), continue to   
function appropriately. This program includes a technical assessment and a      
remediation plan, each of which is complete. Additionally, DTC's plan includes a
testing phase, which is expected to be completed within appropriate time frames.

 However, DTC's ability to perform properly its services is also
dependent upon other parties, including but not limited to issuers and their    
agents, as well as third party vendors from whom DTC licenses software and      
hardware, and third party vendors on whom DTC relies for information or the     
provision of services, including telecommunication and electrical utility       
service providers, among others. DTC has informed the Industry that it is       
contacting (and will continue to contact) third party vendors from whom DTC     
acquires services to:                                                           

                (1) impress upon them the importance of such services being year
2000 compliant; and                                               

       (2) determine the extent of their efforts for year 2000
remediation (and, as appropriate, testing) of their services.     

In addition, DTC is in the process of developing such contingency plans as it   
deems appropriate.                                                              

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PLAN OF DISTRIBUTION

      Until November 16, 1999 (90 days after the date of this prospectus),
all dealers effecting transactions in the exchange notes, whether or not        
participating in this distribution, may be required to deliver a prospectus.    
This is in addition to the obligation of dealers to deliver a prospectus when   
acting as underwriters and with respect to their unsold allotments or           
subscriptions.                                                                  

     Each broker-dealer that receives exchange notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a          
prospectus in connection with any resale of such exchange notes. This           
prospectus, as it may be amended or supplemented from time to time, may be used 
by a broker-dealer in connection with resales of exchange notes received in     
exchange for outstanding notes only where such outstanding notes were acquired  
as a result of market-making activities or other trading activities. Willis     
Corroon has agreed that it will make this prospectus, as amended or             
supplemented, available to any broker-dealer for use in connection with any such
resale for a period of 90 days from the date on which the exchange offer is     
consummated, or such shorter period as will terminate when all outstanding notes
acquired by broker-dealers for their own accounts as a result of market-making  
activities or other trading activities have been exchanged for exchange notes   
and such exchange notes have been resold by such broker-dealers.                

        Willis Corroon will not receive any proceeds from any sale of exchange
notes by broker-dealers. Exchange notes received by broker-dealers for their own
account pursuant to the exchange offer may be sold from time to time in one or  
more transactions in the over-the-counter market, in negotiated transactions,   
through the writing of options on the exchange notes or a combination of such   
methods of resale, at market prices prevailing at the time of resale, at prices 
related to such prevailing market prices or at negotiated prices. Any such      
resale may be made directly to purchasers or to or through brokers or dealers   
who may receive compensation in the form of commissions or concessions from any 
such broker-dealer or the purchasers of any exchange notes. Any broker-dealer   
that resells exchange notes that were received by it for its own account        
pursuant to the exchange offer and any broker or dealer that participates in a  
distribution of such exchange notes may be deemed to be an "underwriter" within 
the meaning of the Securities Act and any profit on any such resale of exchange 
notes and any commissions or concessions received by any such persons may be    
deemed to be underwriting compensation under the Securities Act. The letter of  
transmittal states that by acknowledging that it will deliver and by delivering 
a prospectus, a broker-dealer will not be deemed to admit that it is an         
"underwriter" within the meaning of the Securities Act.                         

      For a period of 90 days from the date on which the exchange offer is
consummated, or such shorter period as will terminate when all outstanding notes
acquired by broker-dealers for their own accounts as a result of market-making  
activities or other trading activities have been exchanged for exchange notes   
and such exchange notes have been resold by such broker-dealers, Willis Corroon 
will promptly send additional copies of this prospectus and any amendment or    
supplement to this prospectus to any broker-dealer that requests such documents 
in the letter of transmittal. Willis Corroon has agreed to pay all expenses     
incident to the exchange offer other than commissions or concessions of any     
brokers or dealers and the fees of any counsel or other advisors or experts     
retained by the holders of outstanding notes, except as expressly set forth in  
the registration rights agreement, and will indemnify the holders of outstanding
notes (including any broker-dealers) against certain liabilities, including     
liabilities under the Securities Act.                                           

  The exchange of outstanding notes for exchange notes will not be
subject to stamp duty or stamp duty reserve tax or any other transfer tax in the
United Kingdom.                                                                 

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LEGAL MATTERS 

        Certain legal matters with respect to the notes and the guarantees are
being passed upon on behalf of Willis Corroon by Simpson Thacher & Bartlett, New
York, New York. In addition, Steven Hutchings, head of Willis Corroon Group's   
U.K. legal & risk management department, London, England, is giving an opinion  
as to certain matters of English Law with respect to the guarantee by Willis    
Corroon Group.                                                                  

EXPERTS 

        The consolidated financial statements of Willis Corroon as of December
31, 1997 and 1998 and for the years ended December 31, 1996 and 1997 and periods
January 1 to September 1, 1998 and September 2 to December 31, 1998 appearing in
this prospectus and registration statement have been audited by Ernst & Young,  
independent auditors, as set forth in their reports appearing elsewhere herein  
and in the registration statement and are included in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.    

WHERE YOU CAN FIND MORE INFORMATION 

        We have filed with the Commission a registration statement on Form F-4
under the Securities Act with respect to the exchange notes being offered       
hereby. This prospectus, which forms a part of the registration statement, does 
not contain all of the information set forth in the registration statement. You 
should refer to the registration statement for further information. Statements  
contained in this prospectus as to the contents of any contract or other        
document are not necessarily complete, and, where such contract or other        
document is an exhibit to the registration statement, each such statement is    
qualified by the provision in such exhibit to which reference is hereby made.   

       We are not currently subject to the informational requirements of the
Securities Exchange Act of 1934. As a result of this offering of these          
securities, we will become subject to the informational requirements of the     
Securities Exchange Act of 1934. Accordingly, we will file reports and such     
other information with the Commission unless and until we obtain an exemption   
from such requirement. The registration statement, such other reports and other 
information can be inspected and copied at the Public Reference Section of the  
Securities and Exchange Commission located at Room 1024, Judiciary Plaza, 450   
Fifth Street, N.W., Washington D.C. 20549 and at the regional public reference  
facilities maintained by the Securities and Exchange Commission located at      
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661   
and Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of   
such material, including copies of all or any portion of the registration       
statement, can be obtained from the Public Reference Section of the Securities  
and Exchange Commission at prescribed rates by calling the Commission at        
1-800-SEC-0330. Such material may be accessed electronically by means of the    
Commission's home page on the Internet (http://www.sec.gov).                    

 Furthermore, we agree that, even if we are not required to file
periodic reports and information with the Commission, for so long as any        
exchange note remains outstanding we will furnish to you the information that   
would be required to be furnished by us under Section 13 of the Securities      
Exchange Act of 1934.                                                           

         Prior to the consummation of the tender offer, Willis Corroon Group was
subject to the periodic reporting and other information requirements of the     
Securities Exchange Act of 1934, and, in accordance therewith, filed reports and
other information with the Commission.                                          

      So long as the notes are listed on the Luxembourg Stock Exchange and
the rules of such stock exchange shall so require, copies of such information   
will also be available during normal business hours on any weekday at the office
of Kredietbank S.A. Luxembourgeoise.                                            

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LISTING AND GENERAL INFORMATION 

1. Application has been made to list the exchange notes on the
Luxembourg Stock Exchange. A legal notice relating to the issue of the          
outstanding notes and the Certificate of Incorporation and Bylaws of Willis     
Corroon Corporation was deposited with the GREFFIER EN CHEF DU TRIBUNAL         
D'ARRONDISSEMENT DE ET A LUXEMBOURG, where such documents may be examined or    
copies obtained.                                                                

         2. So long as the notes are listed on the Luxembourg Stock Exchange and
the rules of such stock exchange shall so require, copies of the Certificate of 
Incorporation and Bylaws of Willis Corroon Corporation, the Memorandum and      
Articles of Association of Willis Corroon Group, the Partnership Agreement of   
Willis Corroon Partners and the Indenture will be available at the office of    
Kredietbank S.A. Luxembourgeoise, 43, Boulevard Royal, L-2955 Luxembourg. So    
long as the outstanding notes or the exchange notes are listed on the Luxembourg
Stock Exchange and the rules of such stock exchange shall so require, copies of 
the consolidated financial statements of Willis Corroon (Willis Corroon         
Corporation and Willis Corroon Partners do not publish separate financial       
statements) for the year ended December 31, 1998 and subsequent years and any   
and all annual and quarterly reports of Willis Corroon will be available during 
normal business hours on any weekday at the office of Kredietbank S.A.          
Luxembourgeoise, 43, Boulevard Royal, L-2955 Luxembourg. So long as the         
outstanding notes or the exchange notes are listed on the Luxembourg Stock      
Exchange and the rules of such stock exchange shall so require, copies of all   
other material documents referenced herein that are entered into in connection  
with the sale of the outstanding notes will be available during normal business 
hours on any weekday at the office of Kredietbank S.A. Luxembourgeoise, 43,     
Boulevard Royal, L-2955 Luxembourg.                                             

      3. Willis Corroon Corporation was incorporated under the laws of the
State of Delaware on December 20, 1928. Willis Corroon Group was registered as a
private limited company under the laws of England and Wales on November 10,     
1998. Willis Corroon Partners was duly formed as a general partnership under the
laws of Delaware on November 11, 1998. The creation and issuance of the notes   
was authorized on behalf of Willis Corroon Corporation by resolutions adopted by
the board of directors of Willis Corroon Corporation on January 26 and 28, 1999.
The guarantees of the notes were authorized on behalf of Willis Corroon Group by
a resolution of the Board of Directors of Willis Corroon Group on January 25,   
1999 and on behalf of Willis Corroon Partners by a unanimous written consent of 
the general partners of Willis Corroon Partners on January 27, 1999.            

    4. Willis Corroon Group accepts responsibility for the information
contained in this prospectus. To the best knowledge of Willis Corroon Group, the
information contained in this prospectus is in accordance with the facts and    
does not omit anything likely to affect the import of this prospectus.          

        5. There has been no material adverse change in the financial position
of Willis Corroon since December 31, 1998.                                      

 6. Willis Corroon is not a party to any litigation that, in the
judgment of Willis Corroon Group, could be material in the context of the issue 
of the notes, except as disclosed herein.                                       

        7. The Auditors of Willis Corroon Group are Ernst & Young, London, who
have audited Willis Corroon's financial statements for the years ended December 
31, 1996 and 1997 and the periods January 1 to September 1, 1998 and September 2
to December 31, 1998.                                                           

      8. Willis Corroon Corporation will not appoint a paying and transfer
agent in Luxembourg until such time, if any, as certificated notes are issued.  
Willis Corroon Corporation has appointed Kredietbank S.A. Luxembourgeoise as its
special agent to act as an intermediary between Willis Corroon                  

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Corporation and the holders of the notes in Luxembourg until such time as Willis
Corroon Corporation is required to appoint a transfer and paying agent located  
in Luxembourg as provided in this prospectus. So long as the outstanding notes  
or the exchange notes are listed on the Luxembourg Stock Exchange and the rules 
of such stock exchange so require, Willis Corroon Corporation shall maintain a  
special agent so long as the outstanding notes or the exchange notes are in     
global form and appoint and maintain a paying and transfer agent upon the       
issuance of the certificated notes. Willis Corroon Corporation reserves the     
right to vary such appointment.                                                 

    9. The exchange notes have been accepted for clearance through the
Euroclear Operator and Cedel Bank. The global notes have been assigned the      
following CUSIP number: 970620AC4; a Euroclear common code number of 009610391; 
and an ISIN number of US970620AC42.                                             

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INDEX TO FINANCIAL STATEMENTS 

                                                        [Enlarge/Download Table]

                                                                                                              PAGE   
                                                                                                            ---------
                                                                                                                     
Report of Independent Auditors.............................................................................       F-2

Consolidated Financial Statements                                                                                    

  Consolidated Statement of Income.........................................................................       F-3

  Consolidated Balance Sheet...............................................................................       F-4

  Consolidated Statement of Movements in Shareholders' Equity..............................................       F-5

  Consolidated Statement of Cash Flows.....................................................................       F-6

  Consolidated Statement of Total Recognized Gains and Losses..............................................       F-7

  Notes to the Financial Statements........................................................................       F-8

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

REPORT OF INDEPENDENT AUDITORS

TO: THE BOARD OF DIRECTORS                                                      
WILLIS CORROON GROUP LIMITED                                              

We have audited the accompanying consolidated balance sheets of Willis  
Corroon Group Limited as of December 31, 1997 and 1998, and the related         
consolidated statements of income, movements in shareholders' equity, cash flows
and total recognized gains and losses for the years ended December 31, 1996 and 
1997 and the periods January 1 to September 1, 1998 and September 2 to December 
31, 1998. These financial statements are the responsibility of the Company's    
management. Our responsibility is to express an opinion on these financial      
statements based on our audits.                                                 

    We conducted our audits in accordance with United Kingdom auditing standards
which do not differ in any significant respect from United States generally     
accepted auditing standards. Those standards require that we plan and perform   
the audit to obtain reasonable assurance about whether the financial statements 
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An 
audit also includes assessing the accounting principles used and significant    
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated financial position of
Willis Corroon Group Limited at December 31, 1997 and 1998, and the consolidated
results of its operations and its consolidated cash flows for the years ended   
December 31, 1996 and 1997 and the periods January 1 to September 1, 1998 and   
September 2 to December 31, 1998, in conformity with accounting principles      
generally accepted in the United Kingdom, which differ in certain respects from 
those followed in the United States (see Note 31 of Notes to the Financial      
Statements).                                                                    

                                                       Ernst & Young

London, England                                                                 
March 15, 1999                                                                  

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

CONSOLIDATED STATEMENT OF INCOME

                                                        [Enlarge/Download Table]

                                                                   YEAR ENDED                                      
                                                                  DECEMBER 31,       JANUARY 1 TO   SEPTEMBER 2 TO 
                                                             ----------------------  SEPTEMBER 1,    DECEMBER 31,  
                                                    NOTE        1996        1997         1998            1998      
                                                  ---------  ----------  ----------  -------------  ---------------
                                                                                                                   


                                                                                  (L MILLION)                      
                                                                                                                   
CONTINUING OPERATIONS                                                                                              
Commissions and fees.............................                 683.2       652.0         441.9           235.8  
DISCONTINUED OPERATIONS                                                                                            
Underwriting premiums, commissions and fees......                   2.3         0.3            --             0.2  
                                                             ----------  ----------  -------------  ---------------
                                                          3       685.5       652.3         441.9           236.0  
Interest and investment income...................         5        45.2        41.7          26.9            13.4  
                                                             ----------  ----------  -------------  ---------------
TOTAL OPERATING REVENUES.........................                 730.7       694.0         468.8           249.4  
Operating expenses...............................                (640.6)     (603.7)       (418.7)         (223.2) 
Underwriting claims..............................                  (4.1)       (1.0)      --              --       
Utilization of provisions........................                   1.8         2.8           6.7            (0.2) 
                                                             ----------  ----------  -------------  ---------------
OPERATING INCOME                                                                                                   
Continuing operations                                                                                              
Before exceptional items.........................                  87.8        92.1          56.8            26.0  
Exceptional items................................                --          --             (35.8)           (5.0) 
                                                             ----------  ----------  -------------  ---------------
                                                                   87.8        92.1          21.0            21.0  
Discontinued operations..........................                --          --           --              --       
                                                             ----------  ----------  -------------  ---------------
TOTAL OPERATING INCOME...........................         5        87.8        92.1          21.0            21.0  
(Loss)/gain on closure/disposal of operations....                   2.5         2.2         (28.0)           (1.3) 
Share of profit of associates....................                   3.5         1.9           7.7            (1.4) 
Net interest expense.............................         7        (2.2)       (0.7)         (2.0)           (1.2) 
                                                             ----------  ----------  -------------  ---------------
INCOME/(LOSS) BEFORE TAXATION....................         8        91.6        95.5          (1.3)           17.1  
Taxation.........................................         9       (36.6)      (38.1)        (13.5)          (40.9) 
                                                             ----------  ----------  -------------  ---------------
INCOME/(LOSS) AFTER TAXATION.....................                  55.0        57.4         (14.8)          (23.8) 
Minority interests...............................                  (0.8)       (0.5)         (0.8)           (1.9) 
                                                             ----------  ----------  -------------  ---------------
NET INCOME/(LOSS) (i)............................                  54.2        56.9         (15.6)          (25.7) 
Dividends........................................        10       (27.6)      (27.6)        (22.2)        --       
                                                             ----------  ----------  -------------  ---------------
RETAINED INCOME/(LOSS)...........................                  26.6        29.3         (37.8)          (25.7) 
                                                             ----------  ----------  -------------  ---------------
                                                             ----------  ----------  -------------  ---------------
PER ORDINARY SHARE (i)                                                                                             
Net income/(loss)................................        11        13.0p       13.6p         (3.7)p          (6.0)p
                                                             ----------  ----------  -------------  ---------------
                                                             ----------  ----------  -------------  ---------------
Average number of ordinary shares                                                                                  
  outstanding (in millions)......................                 419.7       421.5         424.6           427.1  
                                                             ----------  ----------  -------------  ---------------
                                                             ----------  ----------  -------------  ---------------

------------------------                                                        

(i)  A summary of the significant adjustments to net income that would be       
  required if United States generally accepted accounting principles were to
   be applied instead of those generally accepted in the United Kingdom is set
forth in Note 31.                                                       

   The Notes to the Financial Statements are an integral part of these
Financial Statements. 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

CONSOLIDATED BALANCE SHEET

                                                        [Enlarge/Download Table]

                                                                                           DECEMBER 31,               
                                                                            ------------------------------------------
                                                                   NOTE             1997                  1998        
                                                                   -----    --------------------  --------------------
                                                                                                                      
                                                                                           (L MILLION)                
                              ASSETS                                                                                  
CURRENT ASSETS                                                                                                        
Cash and short-term deposits......................................                         359.4                 317.1
Investments.......................................................      12                 257.7                 281.6
Receivables.......................................................      13               2,533.2               3,794.6
                                                                                       ---------             ---------
    Total current assets..........................................                       3,150.3               4,393.3
FIXED ASSETS                                                                                                          
Intangible assets.................................................      14     --                      19.7           
Tangible assets...................................................      15      134.8                 141.6           
Investments.......................................................      16       19.2                  34.4           
                                                                            ---------             ---------           
    Total fixed assets............................................                         154.0                 195.7
                                                                                       ---------             ---------
TOTAL ASSETS......................................................                       3,304.3               4,589.0
                                                                                       ---------             ---------
                                                                                       ---------             ---------
               LIABILITIES AND SHAREHOLDERS' EQUITY                                                                   
CURRENT LIABILITIES                                                                                                   
Trade payables....................................................                       2,868.6               2,860.3
Corporate tax.....................................................                          20.5                  17.7
Accruals and deferred income......................................                          60.2                  67.6
Bank loans and overdrafts.........................................      18                   0.5                 352.7
Dividends payable.................................................                           7.1                --    
Other.............................................................      17                  89.9                 817.4
                                                                                       ---------             ---------
    Total current liabilities.....................................                       3,046.8               4,115.7
NONCURRENT LIABILITIES                                                                                                
Bank loans........................................................      18       34.0                 276.4           
Other.............................................................      19        3.7                   5.0           
                                                                            ---------             ---------           
    Total noncurrent liabilities..................................                          37.7                 281.4
PROVISIONS FOR LIABILITIES AND CHARGES............................      21                  90.0                  94.8
MINORITY INTERESTS................................................                           5.2                   8.1
                                                                                       ---------             ---------
    Total liabilities and minority interests......................                       3,179.7               4,500.0
SHAREHOLDERS' EQUITY (i)                                                                                              
Share capital.....................................................               52.9                  53.6           
Share premium.....................................................               21.4                  28.5           
Revaluation reserve...............................................               14.9                  14.9           
Retained earnings/(deficit).......................................               35.4                  (8.0)          
                                                                            ---------             ---------           
    Total shareholders' equity....................................                         124.6                  89.0
                                                                                       ---------             ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........................                       3,304.3               4,589.0
                                                                                       ---------             ---------
                                                                                       ---------             ---------

------------------------                                                        

(i)  A summary of the significant adjustments to shareholders' equity that would
  be required if United States generally accepted accounting principles were
  to be applied instead of those generally accepted in the United Kingdom is
set forth in Note 31.                                                   

   The Notes to the Financial Statements are an integral part of these
Financial Statements. 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

CONSOLIDATED STATEMENT OF MOVEMENTS IN SHAREHOLDERS' EQUITY 

                                                        [Enlarge/Download Table]

                                                                                              ORDINARY SHARES        
                                                                                       ------------------------------
AUTHORIZED SHARE CAPITAL                                                                                             
  At January 1, 1996, December 31, 1996, December 31, 1997                              NUMBER (000)     (L MILLION) 
  and December 31, 1998..............................................................      528,000          66.0     
                                                ISSUED SHARE CAPITAL                   ---------------  -------------
                                                                                       ---------------  -------------
                                              ------------------------      SHARE        REVALUATION      RETAINED   
ISSUED SHARE CAPITAL AND RESERVES                 ORDINARY SHARES        PREMIUM(I)      RESERVE(I)     EARNINGS(II) 
                                              ------------------------  -------------  ---------------  -------------
                                                                                                                     
                                                NUMBER                                                               
                                                 (000)                           (L MILLION)                         
AT JANUARY 1, 1996..........................     419,299         52.4          17.0            14.9            36.3  
Retained income.............................      --           --            --              --                26.6  
Issued for acquisitions.....................          38       --            --              --              --      
Issued under employee share plans...........         740          0.1           1.0          --              --      
Goodwill on acquisitions eliminated (iii)...      --           --            --              --                (1.1) 
Goodwill reinstated on disposals............      --           --            --              --                13.7  
Exchange adjustments........................      --           --            --              --                (9.0) 
                                              -----------         ---           ---           -----           -----  
AT DECEMBER 31, 1996........................     420,077         52.5          18.0            14.9            66.5  
Retained income.............................      --           --            --              --                29.3  
Issued for acquisitions.....................       1,545          0.2           1.8          --              --      
Issued under employee share plans...........       1,352          0.2           1.6          --              --      
Goodwill on acquisitions eliminated (iv)....      --           --            --              --               (68.9) 
Goodwill reinstated on disposals............      --           --            --              --                 6.6  
Exchange adjustments........................      --           --            --              --                 1.9  
                                              -----------         ---           ---           -----           -----  
AT DECEMBER 31, 1997........................     422,974         52.9          21.4            14.9            35.4  
Retained income.............................      --           --            --              --               (63.5) 
Scrip dividends.............................       1,758          0.2           2.2          --              --      
Issued under employee share plans...........       3,683          0.5           4.9          --              --      
Goodwill on acquisitions eliminated (v).....      --           --            --              --                 0.2  
Goodwill reinstated on disposals............      --           --            --              --                30.4  
Exchange adjustments........................      --           --            --              --               (10.5) 
                                              -----------         ---           ---           -----           -----  
AT DECEMBER 31, 1998........................     428,415         53.6          28.5            14.9            (8.0) 
                                              -----------         ---           ---           -----           -----  
                                              -----------         ---           ---           -----           -----  

------------------------                                                        

(i)  The share premium and revaluation reserve are not distributable.           

(ii) Retained earnings at December 31, 1998 included L4.1 million (1997: L2.9   
million, 1996: L4.9 million) in respect of associates.                  

(iii) Goodwill eliminated in 1996 comprised subsidiaries (L1.1 million).        

(iv) Goodwill eliminated in 1997 comprised subsidiaries (L20.8 million) and     
associates (L48.1 million).                                             

(v) Goodwill eliminated in 1998 comprised adjustments relating to subsidiaries  
acquired before December 31, 1997.                                      

(vi) The cumulative amount of goodwill eliminated in 1998 and earlier financial 
years, net of goodwill relating to subsidiaries sold, amounts to L542.1 
million.                                                                

(vii) Trinity Acquisition plc ("Trinity Acquisition") has the right to convert  
    the preferred shares it holds in a non-U.K. subsidiary into 563,580 ordinary
    shares of Willis Corroon Group Limited ("ordinary shares") at any time up to
December 31, 2002.                                                      

   The Notes to the Financial Statements are an integral part of these
Financial Statements. 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

CONSOLIDATED STATEMENT OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                                        YEAR ENDED        JANUARY 1 TO    SEPTEMBER 2 TO 
                                                                       DECEMBER 31,       SEPTEMBER 1,     DECEMBER 31,  
                                                                   --------------------  ---------------  ---------------
                                                          NOTE       1996       1997          1998             1998      
                                                          -----    ---------  ---------  ---------------  ---------------
                                                                                                                         
                                                                                        (L MILLION)                      
NET CASH INFLOW FROM OPERATING ACTIVITIES...............       23       63.7      113.4         127.5            (97.7)  
                                                                   ---------  ---------        ------          -------   
DIVIDENDS FROM ASSOCIATES...............................                 1.5        0.9           1.9              0.5   
                                                                   ---------  ---------        ------          -------   
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE                                                                          
Interest paid...........................................                (2.0)      (0.6)         (1.8)            (1.1)  
Bank fees on borrowings.................................              --         --            --                 (9.6)  
Interest element of finance lease rental payments.......                (0.2)      (0.1)         (0.1)          --       
                                                                   ---------  ---------        ------          -------   
Net cash outflow for returns on investment and servicing                                                                 
  of finance............................................                (2.2)      (0.7)         (1.9)           (10.7)  
                                                                   ---------  ---------        ------          -------   
TAXATION................................................               (26.8)     (23.7)         (8.4)           (18.5)  
                                                                   ---------  ---------        ------          -------   
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT                                                                             
Purchase of tangible fixed assets.......................               (28.9)     (26.5)        (20.1)            (9.8)  
Sale of tangible fixed assets...........................                13.1        4.7           2.4              1.0   
Purchase of fixed asset investments.....................                (0.9)      (5.0)         (1.9)          --       
                                                                   ---------  ---------        ------          -------   
Net cash (outflow)/inflow for capital expenditure and                                                                    
  financial investment..................................               (16.7)     (26.8)        (19.6)            (8.8)  
                                                                   ---------  ---------        ------          -------   
ACQUISITIONS AND DISPOSALS                                                                                               
Purchase of subsidiaries................................                (1.2)     (17.1)         (1.5)           (16.7)  
Purchase of associates..................................              --          (35.6)        (14.9)            (5.7)  
Sale of subsidiaries....................................                36.4       10.5           5.0              1.6   
Net cash transferred on purchase/sale of subsidiaries...               (12.6)      (0.5)          2.2             (2.3)  
                                                                   ---------  ---------        ------          -------   
Net cash (outflow)/inflow for acquisitions and                                                                           
  disposals.............................................                22.6      (42.7)         (9.2)           (23.1)  
                                                                   ---------  ---------        ------          -------   
EQUITY DIVIDENDS PAID...................................               (27.3)     (26.6)        (19.8)            (7.6)  
                                                                   ---------  ---------        ------          -------   
CASH FLOW BEFORE MANAGEMENT OF LIQUID RESOURCES AND                                                                      
  FINANCING.............................................                14.8       (6.2)         70.5           (165.9)  
                                                                   ---------  ---------        ------          -------   
MANAGEMENT OF LIQUID RESOURCES..........................                25.2        2.8         (66.8)           122.2   
                                                                   ---------  ---------        ------          -------   
FINANCING                                                                                                                
Issue of ordinary shares................................              --            0.3           0.7              4.0   
Amounts due from parent company.........................              --         --            --               (858.3)  
Amounts due to parent company...........................              --         --            --                332.6   
Convertible debentures..................................              --         --            --                 (0.2)  
Debt due within a year:                                                                                                  
  increase in short-term borrowings.....................              --         --            --                349.4   
  (decrease) in short-term borrowings...................                (0.1)    --            --               --       
Debt due beyond a year:                                                                                                  
  increase in long-term borrowings......................              --           15.7          32.6            307.9   
  (decrease) in long-term borrowings....................               (42.6)    --            --                (99.2)  
Capital element of finance lease rental payments........                (0.6)      (1.0)         (0.6)          --       
                                                                   ---------  ---------        ------          -------   
Net cash inflow/(outflow) from financing................               (43.3)      15.0          32.7             36.2   
                                                                   ---------  ---------        ------          -------   
INCREASE/(DECREASE) IN CASH.............................                (3.3)      11.6          36.4             (7.5)  
                                                                   ---------  ---------        ------          -------   
                                                                   ---------  ---------        ------          -------   

------------------------                                                        

(i)  Acquisitions and disposals and financing activities not involving cash     
  consideration: The fair value of ordinary shares issued in connection with
acquisitions in 1997 amounted to L2.0 million.                          

(ii) The significant differences between the consolidated statement of cash     
flows presented above and that required under U.S. GAAP are described in
Note 31.                                                                

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

CONSOLIDATED STATEMENT OF TOTAL RECOGNIZED GAINS AND LOSSES 

                                                        [Enlarge/Download Table]

                                                            YEAR ENDED DECEMBER    JANUARY 1 TO     SEPTEMBER 2 TO  
                                                                    31,            SEPTEMBER 1,      DECEMBER 31,   
                                                            --------------------  ---------------  -----------------
                                                              1996       1997          1998              1998       
                                                            ---------  ---------  ---------------  -----------------
                                                                                                                    
                                                                                  (L MILLION)                       
NET INCOME                                                                                                          
Parent and subsidiaries....................................      51.3       55.4         (23.1)            (22.6)   
Associates.................................................       2.9        1.5           7.5              (3.1)   
                                                                  ---        ---         -----             -----    
                                                                 54.2       56.9         (15.6)            (25.7)   
CURRENCY TRANSLATION DIFFERENCES                                                                                    
Parent and subsidiaries....................................      (9.7)       1.4          (2.2)             (7.8)   
Associates.................................................       0.7        0.5            --              (0.5)   
                                                                  ---        ---         -----             -----    
TOTAL RECOGNIZED GAINS AND LOSSES FOR THE FINANCIAL YEAR...      45.2       58.8         (17.8)            (34.0)   
                                                                  ---        ---         -----             -----    
                                                                  ---        ---         -----             -----    

------------------------------                                                  

(i)  A statement of Comprehensive Income under U.S. GAAP is set forth in Note 31
of Notes to the Financial Statements.                                   

   The Notes to the Financial Statements are an integral part of these
Financial Statements. 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS 

NOTE 1--ACCOUNTING POLICIES                                                     

BASIS OF PREPARATION                                                            

  The consolidated financial statements of Willis Corroon Group Limited (the
"Company") and its subsidiaries (together, the "Group") have been prepared on   
the going concern basis under the historical cost convention as modified by the 
revaluation of certain land and buildings. The Group's consolidated financial   
statements comply with accounting standards applicable in the United Kingdom.   

    The Company was acquired by Trinity Acquisition effective September 2, 1998.
While this acquisition has no impact on the basis of accounting for the Company,
in accordance with the requirements of the U.S. Securities and Exchange         
Commission, financial information for the periods January 1 to September 1,     
1998, and September 2 to December 31, 1998 is presented separately. Under U.S.  
GAAP, the acquisition establishes a new basis of accounting for the Company from
September 2, 1998 as described in Note 31.                                      

BASIS OF CONSOLIDATION                                                          

The Group's consolidated financial statements incorporate those of the  
Company and its subsidiaries based on financial statements drawn up to December 
31. Significant inter-company transactions and balances are eliminated on       
consolidation. Interests of outside shareholders in non-wholly owned            
subsidiaries are shown as minority interests. Associates, being those entities  
in which the Group has a long-term equity interest and over which it exercises  
significant influence, are included on the basis of the Group's proportion of   
the operating profit and loss, exceptional items, interest expense, taxation and
net assets (the equity method). The results of subsidiaries and associates      
acquired or disposed of during the year are included from or to the relevant    
dates of acquisition or disposal.                                               

GOODWILL                                                                        

Goodwill arising on acquisitions occurring after January 1, 1998 is     
capitalized and amortized on a straight-line basis over its estimated useful    
economic life, determined on the individual circumstances of each business      
acquired but limited to a maximum of 20 years. Goodwill on acquisitions         
completed before January 1, 1998 was eliminated against retained earnings and,  
as permitted by Financial Reporting Standard 10, has not been reinstated. On    
disposal of a business acquired before January 1, 1998, any goodwill which was  
previously eliminated against retained earnings is reinstated and charged to the
income statement.                                                               

REVENUE RECOGNITION                                                             

The Group takes credit for commission (or fees negotiated instead of    
commission) at the date when the insured is debited or at the inception date of 
the policy, whichever is the later. Commissions on return and additional        
premiums and adjustments are brought into account as and when these occur; other
fees and commissions are accounted for on a receivable basis.                   

INSURANCE BROKERING RECEIVABLES AND PAYABLES                                    

 Insurance brokers usually act as agents in placing the insurable risks of
their clients with insurers and, as such, generally are not liable as principals
for amounts arising from such transactions. Notwithstanding the legal           
relationships with clients and insurers, insurance brokers are entitled to      
retain investment income on any cashflows arising from insurance brokering      
transactions; accounting standards require receivables and payables arising from
such transactions to be shown as assets and liabilities.                        

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 1--ACCOUNTING POLICIES (CONTINUED)                                         
   Debit and credit balances arising from insurance brokering transactions are
reported as separate assets or liabilities unless such balances are due to or   
from the same party and the offset would survive the insolvency of that party,  
in which case they are aggregated into a single net balance.                    

    Funds held in connection with insurance brokering transactions are generally
required to be held in regulated bank accounts subject to local operating       
guidelines and are not generally available for purposes other than settling     
insurance brokering transactions.                                               

CURRENCY TRANSLATION                                                            

  Transactions in foreign currencies are recorded at the rate of exchange at
the date of the transaction, or, in the case of forward contracts in respect of 
the current year's income, at the contracted rate. Assets and liabilities in    
foreign currencies are translated into sterling at the rates of exchange ruling 
at the balance sheet date. Exchange differences arising on the translation of   
the net assets of overseas subsidiaries and associates, and the exchange        
differences arising on foreign currency borrowings taken out to provide a hedge 
against the exchange risk associated with those investments, are taken to       
retained earnings.                                                              

The results of overseas subsidiaries and associates are translated into 
sterling at average rates of exchange and the difference between average rates  
and year end rates is taken to retained earnings. Other exchange differences are
taken to income.                                                                

DEPRECIATION                                                                    

 Depreciation is calculated on a straight line basis at rates estimated to
write down the value of assets over their expected useful lives. Depreciation on
freehold buildings and long leaseholds is provided at 2% per annum. Other       
leaseholds are written off over the remaining period of the lease. Depreciation 
on fixed plant, furniture, equipment and vehicles is provided at rates between  
4% and 33 1/3% per annum. No depreciation is provided on freehold land.         

DEFERRED TAX                                                                    

    Provision for deferred tax is made using the liability method for all timing
differences to the extent that it is probable that a liability will crystallize.
No provision is made for tax that would be payable on the disposal of revalued  
properties until it is decided in principle to dispose of the asset.            

PENSIONS                                                                        

  The regular cost of providing benefits is charged to operating income over
the employees' service lives on the basis of a constant percentage of           
pensionable earnings. Variations from regular cost, arising from periodic       
actuarial valuations, are allocated to operating income on a systematic basis   
over the expected remaining service lives of current employees.                 

NOTE 2--MAJOR ACQUISITIONS AND DISPOSALS                                        

YEAR ENDED DECEMBER 31, 1996                                                    

There were no material acquisitions in 1996.                            

CONSUMER BENEFIT LIFE INSURANCE COMPANY ("CBL")                                 

During 1996, the Group disposed of its interest in CBL, a wholly owned  
subsidiary company. The net proceeds of disposal were L20.7 million and the net 
assets disposed of were L19.4 million. There was no                             

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 2--MAJOR ACQUISITIONS AND DISPOSALS (CONTINUED)                            
gain or loss on disposal after charging positive goodwill of L1.3 million which 
had been previously included within retained earnings.                          

W F CORROON                                                                     

During 1996, the Group disposed of its interests in W F Corroon, its    
wholly-owned employee benefit consulting operations. The net proceeds of        
disposal were L16.1 million and the net assets disposed of were L8.1 million.   
There was no gain or loss on disposal after charging positive goodwill of L8.0  
million which had been previously included within retained earnings.            

YEAR ENDED DECEMBER 31, 1997                                                    

There were no material acquisitions of subsidiaries in 1997.            

WILLIS FABER & DUMAS (AGENCIES) LIMITED ("WF&D AGENCIES")                       

 WF&D Agencies, a Lloyd's members' agent, was disposed of in October 1997.

GRAS SAVOYE & CIE ("GRAS SAVOYE")                                               

    On December 30, 1997, the Group acquired a 33% interest in Gras Savoye for a
cash consideration of L47.8 million, of which L15.2 million was paid in July    
1998. Goodwill eliminated against retained earnings amounted to L46.0 million.  

YEAR ENDED DECEMBER 31, 1998                                                    

GRUPPO ITAL BROKERS                                                             

   The Group acquired a 50% interest in Gruppo Ital Brokers in July 1998 for a
consideration of L13.0 million. Following this acquisition, a merger was        
effected with the Group's existing Italian associate to form Willis Corroon     
Italia SpA.                                                                     

S&C WILLIS CORROON CORREDURIA DE SEGUROS Y REASEGUROS SA ("S&C WILLIS CORROON") 

The Group increased its investment from 48% to 60% in July 1998 and     
reorganized its existing Spanish and Portuguese operations.                     

PROFESSIONAL LIABILITY UNDERWRITING MANAGEMENT ("PLUM")                         

   The Group's professional liability wholesale operation in the United States
was closed in May 1998. The loss on closure amounted to L30.3 million including 
attributable goodwill which had previously been eliminated against retained     
earnings.                                                                       

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 2--MAJOR ACQUISITIONS AND DISPOSALS (CONTINUED)                            
   The effect of acquiring subsidiaries (including major acquisitions), all of
which were accounted for under the purchase method of accounting, was as        
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                                        YEAR ENDED DECEMBER 31,     
                                                                    ------------------------------- 
                                                                      1996       1997       1998    
                                                                    ---------  ---------  --------- 
                                                                                                    
                                                                              (L MILLION)           
NET ASSETS ACQUIRED                                                                                 
Tangible assets....................................................        --        3.9        4.3 
Fixed asset investments............................................        --        0.3        0.6 
Receivables........................................................       0.1       21.0       33.3 
Cash and investments...............................................        --        4.7        3.2 
Payables...........................................................        --      (19.3)     (34.9)
Provisions for liabilities and charges.............................        --       (3.9)        -- 
Minority interest..................................................        --       (3.5)      (2.7)
Goodwill...........................................................       1.1       20.8       19.7 
Net assets previously reported as associates.......................        --       (2.6)      (2.0)
                                                                          ---  ---------  --------- 
                                                                          1.2       21.4       21.5 
                                                                          ---  ---------  --------- 
                                                                          ---  ---------  --------- 
COST OF ACQUISITIONS                                                                                
Cash...............................................................       1.2       17.1       17.5 
Deferred consideration.............................................        --        2.3        4.0 
Shares issued......................................................        --        2.0         -- 
                                                                          ---  ---------  --------- 
                                                                          1.2       21.4       21.5 
                                                                          ---  ---------  --------- 
                                                                          ---  ---------  --------- 

Had the acquisitions been consummated at January 1, 1998 and at the     
beginning of the preceeding financial year, the unaudited consolidated pro forma
results for those years would have been:                                        

                                                        [Enlarge/Download Table]

                                                                   YEAR ENDED DECEMBER   
                                                                           31,           
                                                                   --------------------  
                                                                     1997       1998     
                                                                   ---------  ---------  
                                                                                         
                                                                    (L MILLION, EXCEPT   
                                                                    PER SHARE AMOUNTS)   
Total operating revenues..........................................     724.4      735.5  
Net income/(loss).................................................      60.8      (39.1) 
Net income/(loss) per ordinary share..............................      13.6p      (9.2)p

  The subsidiaries acquired during 1998 utilized L4.4 million of the Group's
net operating cash flow, paid Lnil in respect of net returns on investments and 
servicing of finance, paid Lnil in respect of taxation and utilized L0.2 million
for capital expenditure.                                                        

 The L18.2 million shown as "Purchase of subsidiaries" in the Consolidated
Statement of Cash Flows includes L0.7 million relating to deferred consideration
paid during 1998 in respect of acquisitions completed in 1997.                  

These acquisitions would have had no material impact on the results for 
1996, 1997 and 1998 had they been consummated at the beginning both of the      
respective years of acquisition and of the immediate preceding years.           

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 2--MAJOR ACQUISITIONS AND DISPOSALS (CONTINUED)                            
The effect of the above, and other, disposals (including provisional    
liquidation) was as follows:                                                    

                                                        [Enlarge/Download Table]

                                                                  YEAR ENDED DECEMBER 31,             
                                                      ------------------------------------------------
                                                                                        DISCONTINUED  
                                                           CONTINUING OPERATIONS         OPERATIONS   
                                                      -------------------------------  ---------------
                                                        1996       1997       1998          1997      
                                                      ---------  ---------  ---------  ---------------
                                                                                                      
                                                                        (L MILLION)                   
NET ASSETS DISPOSED OF                                                                                
Tangible assets......................................       0.9        0.6        0.6            --   
Investments..........................................      25.6         --         --            --   
Receivables..........................................      16.8        8.1        2.8          23.2   
Current asset investments............................        --         --         --          38.3   
Deposits and cash....................................      12.6        5.2        3.3          20.0   
Payables.............................................     (25.7)     (11.0)      (5.2)         (9.9)  
Insurance funds......................................        --         --         --         (73.0)  
                                                      ---------  ---------  ---------         -----   
                                                           30.2        2.9        1.5          (1.4)  
Minority interest....................................        --         --       (0.3)           --   
Goodwill written off.................................      13.7        2.5       30.1           4.1   
Loss/gain on disposal................................       2.5        2.2      (27.5)         (2.7)  
                                                      ---------  ---------  ---------         -----   
TOTAL PROCEEDS.......................................      46.4        7.6        3.8            --   
                                                      ---------  ---------  ---------         -----   
                                                      ---------  ---------  ---------         -----   
SATISFIED BY                                                                                          
Cash.................................................      36.4        4.5        3.0            --   
Deferred consideration...............................      10.0        3.1        0.8            --   
                                                      ---------  ---------  ---------         -----   
                                                           46.4        7.6        3.8            --   
                                                      ---------  ---------  ---------         -----   
                                                      ---------  ---------  ---------         -----   

Continuing operations sold during 1997 comprised WF&D Agencies which was
sold on October 20, 1997 and Willis Corroon France SA on December 30, 1997. The 
contribution to Group income up to their respective dates of disposal was L5.1  
million and L(0.5) million.                                                     

Discontinued operations disposed of comprise the net assets of Sovereign
Marine & General Insurance Company Limited ("Sovereign") and its subsidiaries.  
Sovereign was placed into provisional liquidation on July 11, 1997.             

The operations disposed of during 1998 utilized L1.2 million (1997:     
contribution L2.7 million) of the Group's net operating cash flow and paid Lnil 
in respect of returns on investments and servicing of finance, paid Lnil million
(1997: L3.1 million) in respect of taxation and utilized Lnil million for       
capital expenditure.                                                            

The L6.6 million shown as "Sale of subsidiaries" in the Consolidated    
Statement of Cash Flows includes L3.6 million relating to deferred consideration
received during 1998 in respect of disposals completed in prior years.          

NOTE 3--SEGMENTAL ANALYSIS                                                      

 The Group's continuing operations comprise its insurance broking and risk
management consulting activities, which included employee benefits consulting   
operations up to November 1996 and Lloyd's members' agency operations up to     
October 1997, the respective dates of disposal. The Group's discontinued        
operations comprise its UK underwriting activities, which ceased underwriting in
1991, and include Sovereign up to July 11, 1997, when it was placed into        
provisional liquidation, and Willis Faber (Underwriting Management) Limited     
("WFUM").                                                                       

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 3--SEGMENTAL ANALYSIS (CONTINUED)                                          

                                                        [Enlarge/Download Table]

                                                                             CONTINUING     DISCONTINUED               
BUSINESS ANALYSIS                                                            OPERATIONS      OPERATIONS        TOTAL   
---------------------------------------------------------------------------  -----------  -----------------  --------- 
                                                                                                                       
                                                                                            (L MILLION)                
JANUARY 1 TO SEPTEMBER 1, 1998                                                                                         
COMMISSIONS AND FEES.......................................................       441.9              --          441.9 
Interest and investment income.............................................        26.9              --           26.9 
                                                                             -----------            ---      --------- 
TOTAL OPERATING REVENUES...................................................       468.8              --          468.8 
Operating expenses.........................................................      (412.0)           (6.7)        (418.7)
Exceptional items..........................................................       (35.8)             --          (35.8)
Utilization of provisions..................................................          --             6.7            6.7 
                                                                             -----------            ---      --------- 
OPERATING INCOME...........................................................        21.0              --           21.0 
                                                                             -----------            ---      --------- 
                                                                             -----------            ---      --------- 
SEPTEMBER 2 TO DECEMBER 31, 1998                                                                                       
COMMISSIONS AND FEES.......................................................       235.8             0.2          236.0 
Interest and investment income.............................................        13.4              --           13.4 
                                                                             -----------            ---      --------- 
TOTAL OPERATING REVENUES...................................................       249.2             0.2          249.4 
Operating expenses.........................................................      (223.2)             --         (223.2)
Exceptional items..........................................................        (5.0)             --           (5.0)
Utilization of provisions..................................................          --            (0.2)          (0.2)
                                                                             -----------            ---      --------- 
OPERATING INCOME...........................................................        21.0              --           21.0 
                                                                             -----------            ---      --------- 
                                                                             -----------            ---      --------- 
YEAR ENDED DECEMBER 31, 1997                                                                                           
COMMISSIONS AND FEES.......................................................       652.0             0.3          652.3 
Interest and investment income.............................................        40.0             1.7           41.7 
                                                                             -----------            ---      --------- 
TOTAL OPERATING REVENUES...................................................       692.0             2.0          694.0 
Operating expenses.........................................................      (599.9)           (3.8)        (603.7)
Underwriting claims........................................................          --            (1.0)          (1.0)
Utilization of provisions..................................................          --             2.8            2.8 
                                                                             -----------            ---      --------- 
OPERATING INCOME...........................................................        92.1              --           92.1 
                                                                             -----------            ---      --------- 
                                                                             -----------            ---      --------- 
YEAR ENDED DECEMBER 31, 1996                                                                                           
COMMISSIONS AND FEES                                                              683.2             2.3          685.5 
Interest and investment income.............................................        41.8             3.4           45.2 
                                                                             -----------            ---      --------- 
TOTAL OPERATING REVENUES...................................................       725.0             5.7          730.7 
Operating expenses.........................................................      (637.2)           (3.4)        (640.6)
Underwriting claims........................................................          --            (4.1)          (4.1)
Utilization of provisions..................................................          --             1.8            1.8 
                                                                             -----------            ---      --------- 
OPERATING INCOME...........................................................        87.8              --           87.8 
                                                                             -----------            ---      --------- 
                                                                             -----------            ---      --------- 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 3--SEGMENTAL ANALYSIS (CONTINUED)                                          

                                                        [Enlarge/Download Table]

                                                                              CONTINUING OPERATIONS                    
                                                           ------------------------------------------------------------
                                                                  YEAR ENDED          JANUARY 1 TO     SEPTEMBER 2 TO  
                                                                 DECEMBER 31,          SEPTEMBER 1      DECEMBER 31,   
                                                           ------------------------  ---------------  -----------------
GEOGRAPHICAL ANALYSIS BY LOCATION OF CLIENT                   1996         1997           1998              1998       
---------------------------------------------------------  -----------  -----------  ---------------  -----------------
                                                                                                                       
                                                                                   (L MILLION)                         
COMMISSIONS AND FEES                                                                                                   
United Kingdom...........................................       175.0        164.7          110.2              54.9    
North America............................................       361.1        355.8          242.5             125.5    
Rest of the World........................................       147.1        131.5           89.2              55.4    
                                                                -----        -----          -----             -----    
                                                                683.2        652.0          441.9             235.8    
                                                                -----        -----          -----             -----    
                                                                -----        -----          -----             -----    

  The above table analyzes commissions and fees by the address of the client
from whom the business is derived. This does not necessarily reflect the        
original source or location of the business.                                    

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 3--SEGMENTAL ANALYSIS (CONTINUED)                                          

                                                        [Enlarge/Download Table]

                                                                            CONTINUING OPERATIONS                
                                                             ----------------------------------------------------
                                                                  YEAR ENDED       JANUARY 1 TO   SEPTEMBER 2 TO 
                                                                 DECEMBER 31,       SEPTEMBER 1    DECEMBER 31,  
                                                             --------------------  -------------  ---------------
GEOGRAPHICAL ANALYSIS BY LOCATION OF COMPANY                   1996       1997         1998            1998      
-----------------------------------------------------------  ---------  ---------  -------------  ---------------
                                                                                                                 
                                                                                 (L MILLION)                     
COMMISSIONS AND FEES                                                                                             
United Kingdom.............................................      287.8      276.6        190.9            87.6   
North America..............................................      357.7      325.2        223.6           115.9   
Rest of the World..........................................       37.7       50.2         27.4            32.3   
                                                             ---------  ---------  -------------       -------   
                                                                 683.2      652.0        441.9           235.8   
                                                             ---------  ---------  -------------       -------   
TOTAL OPERATING REVENUES                                                                                         
United Kingdom.............................................      314.9      303.6        209.0            96.2   
North America..............................................      370.2      336.1        231.5           119.8   
Rest of the World..........................................       39.9       52.3         28.3            33.2   
                                                             ---------  ---------  -------------       -------   
                                                                 725.0      692.0        468.8           249.2   
                                                             ---------  ---------  -------------       -------   
OPERATING INCOME                                                                                                 
United Kingdom.............................................       49.6       56.5         (4.5)            8.6   
North America..............................................       33.4       27.7         22.1             3.6   
Rest of the World..........................................        4.8        7.9          3.4             8.8   
                                                             ---------  ---------  -------------       -------   
                                                                  87.8       92.1         21.0            21.0   
                                                             ---------  ---------  -------------       -------   
DEPRECIATION AND AMORTIZATION..............................       24.5       22.7         15.5             8.9   
                                                             ---------  ---------  -------------       -------   
CAPITAL EXPENDITURE........................................       28.9       26.5         20.1             9.8   
                                                             ---------  ---------  -------------       -------   
                                                             ---------  ---------  -------------       -------   

Commissions and fees earned by the Group's discontinued operations arose in the 
United Kingdom.                                                                 

                                                        [Enlarge/Download Table]

                                                                                       CONTINUING OPERATIONS     
                                                                                           DECEMBER 31,          
                                                                                  -------------------------------
                                                                                    1996       1997       1998   
                                                                                  ---------  ---------  ---------
                                                                                                                 
                                                                                            (L MILLION)          

NET ASSETS                                                                                                       
United Kingdom...................................................................     114.0       93.7        0.5
North America....................................................................      65.3       74.5       84.8
Rest of the World................................................................      18.9        6.1       40.2
                                                                                  ---------  ---------  ---------
                                                                                      198.2      174.3      125.5
                                                                                  ---------  ---------  ---------
TOTAL ASSETS                                                                                                     
United Kingdom...................................................................   2,006.4    1,958.0    2,581.7
North America....................................................................   1,199.6    1,256.6    1,843.3
Rest of the World................................................................      80.8       83.7      167.9
                                                                                  ---------  ---------  ---------
                                                                                    3,286.8    3,298.3    4,592.9
                                                                                  ---------  ---------  ---------
                                                                                  ---------  ---------  ---------

  Discontinued Operations: Net assets and total assets located in the United
Kingdom at December 31, 1998 amounted to L(28.4) million (1997: L(44.5) million,
1996: L(52.8) million) and L(3.9) million (1997: L6.0 million, 1996: 73.3       
million), respectively and in North America at December 31, 1996 amounted to    
L8.0 million and L17.1 million, respectively.                                   

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 4--EXCEPTIONAL ITEMS                                                       

(I) PENSIONS REVIEW                                                             

   In March 1998, the Financial Services Authority and the Personal Investment
Authority issued a consultation paper on proposals for phase 2 of the pension   
transfers and opt outs review. The Group has approximately 8,000 transfer cases 
to review and a small number of opt out cases. On the basis of both the Group's 
experience of settling phase 1 priority cases and the assumptions set out in the
consultation paper, the Directors consider that, although there is still        
uncertainty as to the eventual outcome, a further provision of L25.0 million is 
a reasonable estimate to meet the costs of redress and related administration   
for both phase 1 and phase 2. (See Note 21--Provisions for liabilities and      
charges).                                                                       

(II) COSTS IN CONNECTION WITH THE OFFER BY TRINITY ACQUISITION                  

Legal and professional costs and debt issuance costs written off by the 
Group in connection with the acquisition by Trinity Acquisition of the whole of 
the issued share capital of the Company amounted to L15.8 million.              

(III) LOSS ON CLOSURE/DISPOSAL OF OPERATIONS                                    

  The Group's U.S. professional liability wholesale operation, ("PLUM"), was
closed in May 1998. The loss on closure amounted to L0.7 million before writing 
off attributable goodwill. In accordance with FRS 10, goodwill attributable to  
PLUM of L29.6 million, which had been previously eliminated directly against    
retained earnings, has been reinstated and written off as a component of the    
loss on closure. This accounting requirement does not affect the Group's net    
assets; the net impact after tax of the closure of PLUM was to reduce net assets
by L0.4 million. The profit on disposal of other operations during 1998 amounted
to L1.0 million.                                                                

NOTE 5--OPERATING INCOME                                                        

                                                        [Enlarge/Download Table]

                                                                    YEAR ENDED         JANUARY 1 TO      SEPTEMBER 2 TO  
                                                                   DECEMBER 31,        SEPTEMBER 1,       DECEMBER 31,   
                                                               --------------------  -----------------  -----------------
                                                                 1996       1997           1998               1998       
                                                               ---------  ---------  -----------------  -----------------
                                                                                                                         
                                                                                      (L MILLION)                        
OPERATING INCOME WAS ARRIVED AT AFTER (CREDITING)/ CHARGING:                                                             
Interest receivable...........................................     (35.8)     (30.0)         (18.4)              (8.7)   
Investment income.............................................      (9.4)     (11.7)          (8.5)              (4.7)   
                                                               ---------  ---------          -----              -----    
INTEREST AND INVESTMENT INCOME................................     (45.2)     (41.7)         (26.9)             (13.4)   
                                                               ---------  ---------          -----              -----    
AUDITORS' REMUNERATION                                                                                                   
  Audit fees..................................................       1.1        1.1            0.7                0.4    
  Other services provided by Ernst & Young                                                                               
    (United Kingdom only).....................................       0.1        0.4            0.2                0.2    
DEPRECIATION AND AMORTIZATION ON                                                                                         
  Owned assets................................................      23.8       22.2           15.4                8.9    
  Finance leased assets.......................................       0.7        0.5            0.1                 --    
OPERATING LEASE RENTALS                                                                                                  
  Land and buildings..........................................      34.1       28.1           19.2                9.3    
  Equipment...................................................       3.5        2.7            1.9                1.1    
                                                               ---------  ---------          -----              -----    
                                                               ---------  ---------          -----              -----    

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 6--EMPLOYEES                                                               

                                                        [Enlarge/Download Table]

                                                                     YEAR ENDED        JANUARY 1 TO     SEPTEMBER 2 TO  
                                                                    DECEMBER 31,       SEPTEMBER 1,      DECEMBER 31,   
                                                                --------------------  ---------------  -----------------
SALARIES AND ASSOCIATED EXPENSES                                  1996       1997          1998              1998       
--------------------------------------------------------------  ---------  ---------  ---------------  -----------------
                                                                                                                        


                                                                                      (L MILLION)                       
                                                                                                                        
Salaries......................................................      360.9      345.7         240.4             131.5    
Social security costs.........................................       24.6       23.7          16.7               7.7    
Other pension costs...........................................       20.7       20.2          14.2               6.2    
                                                                ---------  ---------         -----             -----    
                                                                    406.2      389.6         271.3             145.4    
                                                                ---------  ---------         -----             -----    
                                                                ---------  ---------         -----             -----    
                                                        [Enlarge/Download Table]

                                                                                      AVERAGE FOR                       
                                                                --------------------------------------------------------
                                                                     YEAR ENDED        JANUARY 1 TO     SEPTEMBER 2 TO  
                                                                    DECEMBER 31,       SEPTEMBER 1,      DECEMBER 31,   
                                                                --------------------  ---------------  -----------------
NUMBER OF GROUP EMPLOYEES                                         1996       1997          1998              1998       
--------------------------------------------------------------  ---------  ---------  ---------------  -----------------
                                                                                                                        


                                                                                        (NUMBER)                        
                                                                                                                        
United Kingdom................................................      4,444      3,938         3,910             3,777    
North America.................................................      4,899      4,531         4,363             4,348    
Rest of the World.............................................        621        893           942             1,179    
                                                                ---------  ---------         -----             -----    
                                                                    9,964      9,362         9,215             9,304    
                                                                ---------  ---------         -----             -----    
                                                                ---------  ---------         -----             -----    

NOTE 7--NET INTEREST EXPENSE                                                    

                                                        [Enlarge/Download Table]

                                                                 YEAR ENDED DECEMBER 31,     JANUARY 1 TO       SEPTEMBER 2 TO   
                                                                                             SEPTEMBER 1,        DECEMBER 31,    
                                                                 ------------------------  -----------------  -------------------
                                                                    1996         1997            1998                1998        
                                                                    -----        -----     -----------------  -------------------
                                                                                                                                 


                                                                                           (L MILLION)                           
                                                                                                                                 
Bank loans, overdrafts..........................................        2.0          0.6             1.8                 1.1     
Interest payable by associates..................................     --           --                 0.1                 0.1     
Finance charges payable under finance leases....................        0.2          0.1             0.1                 0.0     
                                                                         --           --              --                  --     
                                                                        2.2          0.7             2.0                 1.2     
                                                                         --           --              --                  --     
                                                                         --           --              --                  --     

NOTE 8--INCOME BEFORE TAXATION                                                  

                                                        [Enlarge/Download Table]

                                                                       YEAR ENDED        JANUARY 1 TO     SEPTEMBER 2 TO  
                                                                      DECEMBER 31,       SEPTEMBER 1,      DECEMBER 31,   
                                                                  --------------------  ---------------  -----------------
                                                                    1996       1997          1998              1998       
                                                                  ---------  ---------  ---------------  -----------------
                                                                                                                          


                                                                                        (L MILLION)                       
                                                                                                                          
United Kingdom...................................................      52.5       53.7          (4.9)              6.4    
Other countries..................................................      39.1       41.8           3.6              10.7    
                                                                        ---        ---           ---               ---    
                                                                       91.6       95.5          (1.3)             17.1    
                                                                        ---        ---           ---               ---    
                                                                        ---        ---           ---               ---    

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 9--TAXATION                                                                

                                                        [Enlarge/Download Table]

                                                                       YEAR ENDED        JANUARY 1 TO     SEPTEMBER 2 TO  
                                                                      DECEMBER 31,       SEPTEMBER 1,      DECEMBER 31,   
                                                                  --------------------  ---------------  -----------------
CHARGE FOR THE YEAR                                                 1996       1997          1998              1998       
----------------------------------------------------------------  ---------  ---------  ---------------  -----------------
                                                                                                                          


                                                                                        (L MILLION)                       
                                                                                                                          
U.K. corporation tax at 31% (1997: 31.5% 1996: 33%).............       20.9       16.2          11.9              (0.4)   
U.S.............................................................       11.8        5.1           4.7                --    
Rest of World...................................................        2.8        6.0           0.2               6.1    
Deferred tax....................................................        0.5       10.5          (3.4)             23.9    
Advance corporation tax written off.............................     --         --            --                   9.7    
                                                                        ---        ---           ---               ---    
                                                                       36.0       37.8          13.4              39.3    
Associates......................................................        0.6        0.3           0.1               1.6    
                                                                        ---        ---           ---               ---    
Charge for the year.............................................       36.6       38.1          13.5              40.9    
                                                                        ---        ---           ---               ---    
                                                                        ---        ---           ---               ---    

    The deferred tax charge for 1998 includes the write-off of U.K. deferred tax
assets amounting to L23.4 million. The timing of the recovery of these assets is
uncertain.                                                                      

 The deferred tax charge for 1997 included L1.1 million resulting from the
reduction in U.K. corporation tax rate from 33% to 31% and L2.7 million in      
respect of discontinued operations which was no longer considered recoverable   
following the provisional liquidation of Sovereign.                             

    The total tax charge for 1998 includes a tax credit of L3.8 million relating
to exceptional items.                                                           

                                                        [Enlarge/Download Table]

                                                                       YEAR ENDED         JANUARY 1 TO    SEPTEMBER 2 TO  
                                                                      DECEMBER 31,        SEPTEMBER 1,     DECEMBER 31,   
                                                                ------------------------  -------------  -----------------
RECONCILIATION OF U.K. STATUTORY RATE TO EFFECTIVE RATE            1996         1997          1998             1998       
--------------------------------------------------------------  -----------  -----------  -------------  -----------------
                                                                                                                          


                                                                     %            %             %                %        
                                                                                                                          
U.K. statutory rate...........................................        33.0         31.0           31.0            31.0    
Adjusted for:                                                                                                             
  Rate change during the course of the year...................      --              0.5        --               --        
  Profits taxed at other than U.K. statutory rate:                                                                        
    U.S.......................................................         4.0          2.0          (92.3)            0.6    
    Rest of World.............................................        (4.7)        (1.5)          45.1            18.2    
  Capital gains not currently taxable or reduced by other                                                                 
    reliefs...................................................        (2.0)        (0.8)          50.1            (0.6)   
  Permanent differences and other items.......................         8.3          8.5         (111.6)            2.1    
  Prior year adjustments......................................         1.3          0.2        --                 (5.7)   
  Disallowable costs incurred by the company on the                                                                       
    acquisition...............................................      --           --             (257.5)         --        
  Disallowable consolidated goodwill eliminated on disposal...      --           --             (703.5)         --        
                                                                       ---          ---   -------------            ---    
Effective rate................................................        39.9         39.9       (1,038.7)           45.6    
                                                                       ---          ---   -------------            ---    
                                                                       ---          ---   -------------            ---    

The effective rate excludes the write-off of advance corporation tax and
deferred taxes.                                                                 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 10--DIVIDENDS                                                              

                                                        [Enlarge/Download Table]

                                                                 YEAR ENDED DECEMBER    JANUARY 1 TO     SEPTEMBER 2 TO  
                                                                         31,            SEPTEMBER 1,      DECEMBER 31,   
                                                                 --------------------  ---------------  -----------------
                                                                   1996       1997          1998              1998       
                                                                 ---------  ---------  ---------------  -----------------
                                                                                                                         


                                                                                       (L MILLION)                       
                                                                                                                         
First interim...................................................       6.9        6.9           7.4            --        
Second interim..................................................       6.9        6.9           7.4            --        
Third interim...................................................       6.9        6.9           7.4            --        
Fourth interim..................................................       6.9        6.9        --                --        
                                                                       ---        ---           ---               ---    
                                                                      27.6       27.6          22.2            --        
                                                                       ---        ---           ---               ---    
                                                                       ---        ---           ---               ---    

NOTE 11--EARNINGS PER ORDINARY SHARE                                            

 Earnings per ordinary share have been calculated using net income and the
weighted average number of ordinary shares in issue during the periods January 1
to September 1, 1998 and September 2 to December 31, 1998 respectively of 424.6 
million and 427.1 million respectively (1997: 418.4 million, 1996: 418.1        
million) after excluding those ordinary shares on which dividends were waived.  

 The dilution arising from the issue of ordinary shares in accordance with
the Group's employee share plans and Willis Corroon Corporation's 7 1/2%        
convertible subordinated debentures would not have been material.               

NOTE 12--CURRENT ASSET INVESTMENTS                                              

                                                        [Enlarge/Download Table]

                                                                                                     DECEMBER 31,    
                                                                                                 --------------------
                                                                                                   1997       1998   
                                                                                                 ---------  ---------
                                                                                                                     
                                                                                                     (L MILLION)     
Listed investments (market value L49.8 million (1997 : L55.9 million))..........................      55.6       48.7
Unlisted investments............................................................................     202.1      232.9
                                                                                                 ---------  ---------
                                                                                                     257.7      281.6
                                                                                                 ---------  ---------
                                                                                                 ---------  ---------

    Listed investments mainly comprise U.K. and U.S. government securities which
were purchased with the intention of holding to maturity.                       

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 13--RECEIVABLES                                                            

                                                        [Enlarge/Download Table]

                                                                                                 DECEMBER 31,    
                                                                                             --------------------
                                                                                               1997       1998   
                                                                                             ---------  ---------
                                                                                                                 
                                                                                                 (L MILLION)     
DUE WITHIN ONE YEAR                                                                                              
  Trade receivables.........................................................................   2,425.6    2,447.6
  Less: provision for bad and doubtful debts................................................      11.6       11.8
                                                                                             ---------  ---------
                                                                                               2,414.0    2,435.8
  Amounts owed by parent company............................................................    --          965.1
  Amounts owed by associates................................................................       0.2        0.8
  Corporate tax.............................................................................       2.8        2.0
  Prepayments and accrued revenue...........................................................      26.0       54.1
  Other receivables.........................................................................      38.8       35.0
                                                                                             ---------  ---------
                                                                                               2,481.8    3,492.8
DUE AFTER MORE THAN ONE YEAR                                                                                     
  Trade receivables.........................................................................       4.0        6.2
  Amounts owed by parent company............................................................    --          270.3
  Deferred tax (see Note 22)................................................................      14.4     --    
  Advance corporation tax recoverable.......................................................       7.4     --    
  Other receivables.........................................................................      25.6       25.3
                                                                                             ---------  ---------
                                                                                               2,533.2    3,794.6
                                                                                             ---------  ---------
                                                                                             ---------  ---------

The level of insurance brokering receivables is no indication of credit 
risk, since the status of the insurance broker as agent means that generally the
credit risk is borne by the principals; nor is it an indication of future cash  
flows as it is normal practice for insurance brokers to settle accounts with    
clients, insurers, other intermediaries and market settlement bureaux on a net  
basis. The simultaneous recording of an insurance brokering transaction between 
client and insurer results in a high level of correlation between insurance     
brokering receivables and payables.                                             

NOTE 14--INTANGIBLE ASSETS                                                      

   Goodwill arising on acquisition of subsidiaries during the year amounted to
L20 million. Amortization of goodwill amounted to L0.3 million.                 

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 15--TANGIBLE ASSETS                                                        

                                                        [Enlarge/Download Table]

                                                                                              FURNITURE              
                                                                                LAND AND      EQUIPMENT              
                                                                                BUILDINGS   AND VEHICLES     TOTAL   
                                                                               -----------  -------------  --------- 
                                                                                                                     
                                                                                            (L MILLION)              
YEAR ENDED DECEMBER 31, 1996                                                                                         
COST OR VALUATION                                                                                                    
January 1, 1996...............................................................       88.3         148.0        236.3 
Exchange adjustments..........................................................       (0.5)         (5.6)        (6.1)
Additions.....................................................................        2.7          26.2         28.9 
Disposals.....................................................................       (4.8)        (25.9)       (30.7)
                                                                                    -----         -----    --------- 
December 31, 1996.............................................................       85.7         142.7        228.4 
                                                                                    -----         -----    --------- 
DEPRECIATION                                                                                                         
January 1, 1996...............................................................       (5.2)        (87.3)       (92.5)
Exchange adjustments..........................................................        0.1           3.2          3.3 
Provided in the year..........................................................       (4.4)        (20.1)       (24.5)
Disposals.....................................................................        2.0          15.4         17.4 
                                                                                    -----         -----    --------- 
December 31, 1996.............................................................       (7.5)        (88.8)       (96.3)
                                                                                    -----         -----    --------- 
NET BOOK VALUE                                                                                                       
December 31, 1996.............................................................       78.2          53.9        132.1 
                                                                                    -----         -----    --------- 
                                                                                    -----         -----    --------- 
YEAR ENDED DECEMBER 31, 1997                                                                                         
COST OR VALUATION                                                                                                    
January 1, 1997...............................................................       85.7         142.7        228.4 
Exchange adjustments..........................................................       (0.5)          0.8          0.3 
Additions.....................................................................        7.3          19.2         26.5 
Disposals.....................................................................       (1.5)        (30.4)       (31.9)
Arising from acquisitions.....................................................        0.7           9.1          9.8 
                                                                                    -----         -----    --------- 
December 31, 1997.............................................................       91.7         141.4        233.1 
                                                                                    -----         -----    --------- 
DEPRECIATION                                                                                                         
January 1, 1997...............................................................       (7.5)        (88.8)       (96.3)
Exchange adjustments..........................................................        0.4          (0.4)         0.0 
Provided in the year..........................................................       (4.3)        (18.4)       (22.7)
Disposals.....................................................................        0.9          25.7         26.6 
Arising from acquisitions.....................................................       (0.5)         (5.4)        (5.9)
                                                                                    -----         -----    --------- 
December 31, 1997.............................................................      (11.0)        (87.3)       (98.3)
                                                                                    -----         -----    --------- 
NET BOOK VALUE                                                                                                       
December 31, 1997.............................................................       80.7          54.1        134.8 
                                                                                    -----         -----    --------- 
                                                                                    -----         -----    --------- 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 15--TANGIBLE ASSETS (CONTINUED)                                            

                                                        [Enlarge/Download Table]

                                                                                              FURNITURE              
                                                                                LAND AND      EQUIPMENT              
                                                                                BUILDINGS   AND VEHICLES     TOTAL   
                                                                               -----------  -------------  --------- 
                                                                                                                     
                                                                                            (L MILLION)              
JANUARY 1 TO DECEMBER 31, 1998                                                                                       
COST OR VALUATION                                                                                                    
January 1, 1998...............................................................       91.7         141.4        233.1 
Exchange adjustments..........................................................       (0.3)         (1.7)        (2.0)
Additions.....................................................................        3.4          16.7         20.1 
Disposals.....................................................................       (1.8)        (10.6)       (12.4)
Arising from acquisitions.....................................................        1.3           4.7          6.0 
                                                                                    -----         -----    --------- 
September 1, 1998.............................................................       94.3         150.5        244.8 
Exchange and other adjustments................................................        0.1           1.7          1.8 
Additions.....................................................................        3.5           6.3          9.8 
Disposals.....................................................................       (1.8)         (7.9)        (9.7)
Arising from acquisitions.....................................................        0.0           0.1          0.1 
                                                                                    -----         -----    --------- 
December 31, 1998.............................................................       96.1         150.7        246.8 
DEPRECIATION                                                                                                         
January 1, 1998...............................................................      (11.0)        (87.3)       (98.3)
Exchange adjustments..........................................................        0.1           0.9          1.0 
Provided in the period........................................................       (3.0)        (12.0)       (15.0)
Disposals.....................................................................        1.5           8.1          9.6 
Arising from acquisitions.....................................................     --              (1.7)        (1.7)
                                                                                    -----         -----    --------- 
September 1, 1998.............................................................      (12.4)        (92.0)      (104.4)
Exchange adjustments..........................................................       (0.1)         (0.8)        (0.9)
Provided in the period........................................................       (1.7)         (6.7)        (8.4)
Disposals.....................................................................        1.5           7.0          8.5 
                                                                                    -----         -----    --------- 
December 31, 1998.............................................................      (12.7)        (92.5)      (105.2)
                                                                                    -----         -----    --------- 
NET BOOK VALUE                                                                                                       
December 31, 1998.............................................................       83.4          58.2        141.6 
                                                                                    -----         -----    --------- 
                                                                                    -----         -----    --------- 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 15--TANGIBLE ASSETS (CONTINUED)                                            

                                                        [Enlarge/Download Table]

                                                                                                      DECEMBER 31,          
                                                                                             -------------------------------
NET BOOK VALUE OF LAND AND BUILDINGS                                                           1996       1997       1998   
-------------------------------------------------------------------------------------------  ---------  ---------  ---------
                                                                                                                            
                                                                                                       (L MILLION)          
Freehold: Land.............................................................................       17.4       17.3       18.4
         Buildings.........................................................................       50.2       49.3       49.6
Leasehold: Long............................................................................        0.4        0.2        0.1
           Short...........................................................................       10.2       13.9       15.3
                                                                                                   ---        ---        ---
                                                                                                  78.2       80.7       83.4
                                                                                                   ---        ---        ---
                                                                                                   ---        ---        ---

  The Group's principal freehold properties were valued at December 31, 1995
on the basis of open market value for existing use. The carrying value of these 
revalued properties, at December 31, 1998, was L60.5 million (1997: L60.5       
million, 1996: L60.5 million), and the accumulated depreciation was L6.1 million
(1997: L4.0 million, 1996: L2.0). The historical cost was L61.6 million (1997:  
L61.6 million, 1996: L61.6 million) and the accumulated depreciation was L21.0  
million (1997: L18.6 million, 1996: L16.3 million).                             

  No tax would be payable on the realization of revalued properties at their
net book value by virtue of available capital losses.                           

The net book value of assets held under finance leases included within  
furniture, equipment and vehicles was Lnil (1997: L0.7 million, 1996: L1.6      
million).                                                                       

NOTE 16--INVESTMENTS                                                            

                                                        [Enlarge/Download Table]

                                                                                     OWN            OTHER                 
                                                                  ASSOCIATES       SHARES        INVESTMENTS      TOTAL   
                                                                 -------------  -------------  ---------------  --------- 
                                                                                                                          
                                                                                       (L MILLION)                        
YEAR ENDED DECEMBER 31, 1996                                                                                              
COST                                                                                                                      
January 1, 1996.................................................         6.0           10.7             1.5          18.2 
Exchange adjustments............................................        (0.9)          (0.7)           (0.1)         (1.7)
Additions.......................................................      --                0.3             0.9           1.2 
Disposals.......................................................      --               (1.4)         --              (1.4)
Share of retained earnings of associates........................         1.1         --              --               1.1 
                                                                       -----          -----             ---     --------- 
December 31, 1996...............................................         6.2            8.9             2.3          17.4 
                                                                       -----          -----             ---     --------- 
PROVISIONS                                                                                                                
January 1, 1996.................................................      --               (4.2)         --              (4.2)
Exchange adjustments............................................      --                0.3          --               0.3 
Provided in the year............................................      --             --                (0.5)         (0.5)
Amortization....................................................      --               (1.8)         --              (1.8)
Disposals.......................................................      --                1.4          --               1.4 
                                                                       -----          -----             ---     --------- 
December 31, 1996...............................................      --               (4.3)           (0.5)         (4.8)
                                                                       -----          -----             ---     --------- 
NET BOOK VALUE                                                                                                            
December 31, 1996...............................................         6.2            4.6             1.8          12.6 
                                                                       -----          -----             ---     --------- 
                                                                       -----          -----             ---     --------- 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 16--INVESTMENTS (CONTINUED)                                                

                                                        [Enlarge/Download Table]

                                                                                     OWN            OTHER                 
                                                                  ASSOCIATES       SHARES        INVESTMENTS      TOTAL   
                                                                 -------------  -------------  ---------------  --------- 
                                                                                       (L MILLION)                        
                                                                                                                          
YEAR ENDED DECEMBER 31, 1997                                                                                              
COST                                                                                                                      
January 1, 1997.................................................         6.2            8.9             2.3          17.4 
Exchange adjustments............................................        (0.4)           0.2          --              (0.2)
Additions.......................................................         3.5            4.9             1.4           9.8 
Net assets reclassified on becoming a subsidiary................        (2.6)        --              --              (2.6)
Investment reclassified on becoming an associate................         2.6         --                (2.6)       --     
Disposals.......................................................      --               (0.6)         --              (0.6)
Share of retained earnings of associates........................         0.5         --              --               0.5 
                                                                       -----          -----             ---     --------- 
December 31, 1997...............................................         9.8           13.4             1.1          24.3 
                                                                       -----          -----             ---     --------- 
PROVISIONS                                                                                                                
January 1, 1997.................................................      --               (4.3)           (0.5)         (4.8)
Exchange adjustments............................................      --               (0.1)         --              (0.1)
Amortization....................................................      --               (1.3)         --              (1.3)
Disposals.......................................................      --                0.6          --               0.6 
Other adjustments...............................................      --             --                 0.5           0.5 
                                                                       -----          -----             ---     --------- 
December 31, 1997...............................................      --               (5.1)         --              (5.1)
                                                                       -----          -----             ---     --------- 
NET BOOK VALUE                                                                                                            
December 31, 1997...............................................         9.8            8.3             1.1          19.2 
                                                                       -----          -----             ---     --------- 
                                                                       -----          -----             ---     --------- 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 16--INVESTMENTS (CONTINUED)                                                

                                                        [Enlarge/Download Table]

                                                                                         OWN              OTHER           
                                                                            ASSOCIATES  SHARES   TA I  INVESTMENTS  TOTAL 
                                                                            ----------  ------   ----  -----------  ----- 
                                                                                                                          
                                                                                             (L MILLION)                  
JANUARY 1 TO DECEMBER 31, 1998                                                                                            
COST                                                                                                                      
January 1, 1998............................................................     9.8      13.4     --       1.1       24.3 
Exchange adjustments.......................................................    (1.8)     (0.2)    --      (0.2)      (2.2)
Additions..................................................................    14.7       0.2     --       2.2       17.1 
Transfer to subsidiary.....................................................    (2.0)     --       --     --          (2.0)
Disposals..................................................................   --         (4.0)    --     --          (4.0)
Share of retained earnings of associates...................................     5.6      --       --     --           5.6 
                                                                                ---     ------   ----      ---      ----- 
September 1, 1998..........................................................    26.3       9.4     --       3.1       38.8 
Exchange adjustments.......................................................     0.5       0.1     --       0.2        0.8 
Additions..................................................................     5.9      --       3.6    --           9.5 
Disposals..................................................................   --         (1.3)    --     --          (1.3)
Shares exchanged for cash..................................................   --         (8.2)    --     --          (8.2)
Share of retained earnings of associates...................................    (3.7)     --       --     --          (3.7)
                                                                                ---     ------   ----      ---      ----- 
December 31, 1998..........................................................    29.0      --       3.6      3.3       35.9 
                                                                                ---     ------   ----      ---      ----- 
PROVISIONS                                                                                                                
January 1, 1998............................................................   --         (5.1)    --     --          (5.1)
Amortization...............................................................    (0.4)     (1.0)    --     --          (1.4)
Disposals..................................................................   --          4.0     --     --           4.0 
                                                                                ---     ------   ----      ---      ----- 
September 1, 1998..........................................................    (0.4)     (2.1)    --     --          (2.5)
Amortization...............................................................    (0.3)     (0.9)    --     --          (1.2)
Disposals..................................................................   --          1.3     --     --           1.3 
Other adjustments..........................................................   --          1.7    (0.8)   --           0.9 
                                                                                ---     ------   ----      ---      ----- 
December 31, 1998..........................................................    (0.7)     --      (0.8)   --          (1.5)
                                                                                ---     ------   ----      ---      ----- 
NET BOOK VALUE                                                                                                            
December 31, 1998..........................................................    28.3      --       2.8      3.3       34.4 
                                                                                ---     ------   ----      ---      ----- 
                                                                                ---     ------   ----      ---      ----- 

At December 31, 1998, the Group's employee share ownership plans held   
1,815,593 management ordinary shares in TA I Limited. These shares are not      
listed on any stock exchange.                                                   

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 16--INVESTMENTS (CONTINUED)                                                
A summarized statement of income and assets and liabilities based on the
latest information available, with respect to Willis Corroon Group's equity     
accounted associates, is set out below:                                         

                                                        [Enlarge/Download Table]

                                                                      YEAR ENDED        JANUARY 1 TO     SEPTEMBER 2 TO  
                                                                     DECEMBER 31,       SEPTEMBER 1,      DECEMBER 31,   
                                                                 --------------------  ---------------  -----------------
                                                                   1996       1997          1998              1998       
                                                                 ---------  ---------  ---------------  -----------------
                                                                                                                         


                                                                                         (L MILLION)                     
                                                                                                                         
Total operating revenues........................................      53.3       35.2         123.0              52.9    
Operating income................................................       8.2        4.0          21.9              (5.4)   
Net income......................................................       6.2        3.7          21.6             (10.1)   
                                                                       ---        ---         -----             -----    
                                                                       ---        ---         -----             -----    

                                                        [Enlarge/Download Table]

                                                                                AT DECEMBER 31,   
                                                                              --------------------
                                                                                1997       1998   
                                                                              ---------  ---------
                                                                                  (L MILLION)     
                                                                                                  
Current assets...............................................................     384.8      430.2
Fixed assets.................................................................      77.5       80.9
                                                                              ---------  ---------
                                                                                  462.3      511.1
                                                                              ---------  ---------
                                                                              ---------  ---------
Current liabilities..........................................................     384.4      424.9
Noncurrent liabilities.......................................................      40.4       44.9
Shareholders' equity.........................................................      37.5       41.3
                                                                              ---------  ---------
                                                                                  462.3      511.1
                                                                              ---------  ---------
                                                                              ---------  ---------

 Associates at December 31, 1998, which principally affected the Company's
financial position and results of operations, all of which are insurance brokers
and were accounted for under the equity accounting method, were:                

                                                        [Enlarge/Download Table]

                                                                                              PERCENTAGE OWNERSHIP OF  
NAME OF ASSOCIATE                                                           COUNTRY                COMMON STOCK        
--------------------------------------------------------------------  --------------------  ---------------------------
                                                                                                                       
Gras Savoye & Cie...................................................  France                                33         
Jaspers Wuppesahl Industrie Assekuranz                                                                                 
  GmbH & Co., KG....................................................  Germany                               30         
Assurand /orgruppen A/S.............................................  Denmark                               30         

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 17--OTHER CURRENT LIABILITIES                                              

                                                        [Enlarge/Download Table]

                                                                                                     DECEMBER 31,    
                                                                                                 --------------------
                                                                                                   1997       1998   
                                                                                                 ---------  ---------
                                                                                                     (L MILLION)     
                                                                                                                     
Amounts owed to parent company..................................................................    --          714.1
Amounts owed to associates......................................................................       0.4     --    
Income tax and social security..................................................................       2.4        2.6
Finance lease obligations.......................................................................       0.6     --    
Other payables..................................................................................      86.5      100.7
                                                                                                       ---  ---------
                                                                                                      89.9      817.4
                                                                                                       ---  ---------
                                                                                                       ---  ---------

Included within amounts owed to parent company, is an interest free convertible 
loan of L92.9 million. This was converted into 46,464,949 ordinary shares in the
Company on February 3, 1999.                                                    

NOTE 18--BANK LOANS AND OVERDRAFTS                                              

Bank loans and overdrafts due in less than one year includes a loan of $575     
million (L348.5 million) under a fully drawn Subordinated Bridge Facility. This 
short-term loan was repaid on February 2, 1999 and refinanced by the issue of   
$550 million of unsecured Senior Subordinated Notes which mature in 2009 and    
accrue interest at a rate of 9%.                                                

The weighted average interest rate payable on short-term bank loans and 
overdrafts outstanding at December 31, 1998, amounting to L350.3 million (1997: 
L0.5 million) was 9.9% (1997: 4.9%).                                            

   Included within bank loans and overdrafts are L4.4 million of debt issuance
costs which were refunded after December 31, 1998.                              

                                                        [Enlarge/Download Table]

                                                                                                       DECEMBER 31,     
                                                                                                  ----------------------
BANK LOANS REPAYABLE IN MORE THAN ONE YEAR                                                           1997        1998   
------------------------------------------------------------------------------------------------  -----------  ---------
                                                                                                                        
                                                                                                       (L MILLION)      
between one and two years.......................................................................      --             2.4
between two and three years.....................................................................        12.0         5.4
between three and four years....................................................................      --             6.7
between four and five years.....................................................................        22.0         8.5
thereafter......................................................................................      --           253.4
                                                                                                         ---   ---------
                                                                                                        34.0       276.4
                                                                                                         ---   ---------
                                                                                                         ---   ---------

The Group entered into a Senior Credit Facility agreement comprising Term Loans 
of $450 million and a Revolving Credit Facility of $150 million. See Note 27.   

The Term Loans were fully drawn down on November 19, 1998 and are arranged in   
four tranches that are repayable between 2005 and 2008. The loans accrue        
interest at LIBOR plus a variable margin. With effect from February 19, 1999 the
Group entered into a swap transaction to exchange the applicable LIBOR rate for 
a fixed rate. At that date the weighted average interest rate was 7.7%.         

The Revolving Credit Facility is available until 2005. At December 31, 1998, the
balance drawn on this facility was L6.1 million ($10.0 million) with interest   
accruing at 7.8%.                                                               

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 19--OTHER NONCURRENT LIABILITIES                                           

                                                        [Enlarge/Download Table]

                                                                                                       DECEMBER 31,     
                                                                                                  ----------------------
                                                                                                     1997        1998   
                                                                                                  -----------  ---------
                                                                                                                        
                                                                                                       (L MILLION)      
Trade payables...................................................................................        3.1         4.3
Accruals and deferred income.....................................................................        0.4         0.7
US dollar 7.5% convertible subordinated debentures...............................................        0.2      --    
                                                                                                         ---         ---
                                                                                                         3.7         5.0
                                                                                                         ---         ---
                                                                                                         ---         ---

    The US dollar 7.5% convertible subordinated debentures due in June 2005 were
repaid in the year.                                                             

NOTE 20--OPERATING LEASE COMMITMENTS                                            

                                                        [Enlarge/Download Table]

                                                                                 LAND AND BUILDINGS                       
                                                                                                             OTHER        
                                                                                --------------------  --------------------
                                                                                               DECEMBER 31,               
                                                                                ------------------------------------------
                                                                                  1997       1998       1997       1998   
                                                                                ---------  ---------  ---------  ---------
                                                                                                                          
                                                                                               (L MILLION)                
Payments committed to be made within one year for leases expiring:                                                        
in less than one year..........................................................       2.2        2.5        0.2        0.6
between one and five years.....................................................       6.3        8.7        1.5        1.3
after five years...............................................................      15.4       13.1     --         --    
                                                                                ---------  ---------  ---------  ---------
                                                                                     23.9       24.3        1.7        1.9
                                                                                ---------  ---------  ---------  ---------
Payments committed to be made after one year:                                                                             
within two years...............................................................      22.8       22.4        1.3        1.2
between two and three years....................................................      21.2       21.5        0.6        0.8
between three and four years...................................................      20.1       20.7        0.3        0.2
between four and five years....................................................      18.7       16.9        0.1        0.1
thereafter.....................................................................     116.5      109.0     --         --    
                                                                                ---------  ---------  ---------  ---------
                                                                                    199.3      190.5        2.3        2.3
                                                                                ---------  ---------  ---------  ---------
                                                                                    223.2      214.8        4.0        4.2
                                                                                ---------  ---------  ---------  ---------
                                                                                ---------  ---------  ---------  ---------

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 21--PROVISIONS FOR LIABILITIES AND CHARGES                                 

                                                        [Enlarge/Download Table]

                                                          SURPLUS       DISCONTINUED                                          
                                         CLAIMS          PROPERTY        OPERATIONS         OTHER       DEFERRED              
PROVISIONS                            PROVISIONS(I)   PROVISIONS(II)   PROVISIONS(III)   PROVISIONS        TAX        TOTAL   
-----------------------------------  ---------------  ---------------  ---------------  -------------  -----------  --------- 
                                                                                                                              
                                                                      (L MILLION)                                             
JANUARY 1, 1996....................          35.6             32.1             40.5             6.2        --           114.4 
Charged to income..................           2.9              3.9           --                (2.2)       --             4.6 
Utilized in the year...............          (5.8)            (4.2)            (1.8)           (0.8)       --           (12.6)
Exchange and other adjustments.....          (3.2)            (7.0)          --                (0.3)       --           (10.5)
                                            -----            -----            -----             ---         -----   --------- 
DECEMBER 31, 1996..................          29.5             24.8             38.7             2.9        --            95.9 
Charged to income..................           2.3             (1.6)            (3.1)         --            --            (2.4)
Utilized in the year...............          (5.0)            (3.0)            (2.8)           (0.1)       --           (10.9)
Arising on acquisition.............           3.9           --               --              --            --            (3.9)
Exchange and other adjustments.....           3.4           --               --                 0.1        --             3.5 
                                            -----            -----            -----             ---         -----   --------- 
DECEMBER 31, 1997..................          34.1             20.2             32.8             2.9        --            90.0 
Charged to income..................          34.5           --               --              --              (3.4)       31.1 
Transferred to payables............        --               --                 (5.5)         --            --            (5.5)
Transferred from receivables.......        --               --               --              --             (14.4)      (14.4)
Utilized in the period.............         (10.9)            (1.9)            (6.7)         --            --           (19.5)
Exchange and other adjustments.....          (0.4)          --               --              --            --            (0.4)
                                            -----            -----            -----             ---         -----   --------- 
SEPTEMBER 1, 1998..................          57.3             18.3             20.6             2.9         (17.8)       81.3 
Charged to income..................          (2.8)            (0.3)          --              --              23.9        20.8 
Utilized in the period.............          (6.9)            (1.1)             0.2          --            --            (7.8)
Exchange and other adjustments.....           0.6           --               --              --              (0.1)        0.5 
                                            -----            -----            -----             ---         -----   --------- 
DECEMBER 31, 1998..................          48.2             16.9             20.8             2.9           6.0        94.8 
                                            -----            -----            -----             ---         -----   --------- 
                                            -----            -----            -----             ---         -----   --------- 

------------------------                                                        

 (i) The claims provisions include estimates for liabilities that may arise from
  potential claims for errors and omissions, including claims arising from
the pension transfer and opt outs review, which may not be covered by 
insurance arrangements.                                               

(ii) Provisions for properties surplus to operational requirements.           

(iii) Provisions for discontinued operations include estimates for future     
     operating costs of administering the run-off of the business previously
placed with Sovereign and certain other insurance companies.      

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 22--DEFERRED TAX                                                           

                                                        [Enlarge/Download Table]

                                                                                                     DECEMBER 31,     
                                                                                                 -------------------- 
                                                                                                   1997       1998    
                                                                                                 ---------  --------- 
                                                                                                                      
                                                                                                     (L MILLION)      
OPENING BALANCE.................................................................................     (27.1)     (14.4)
Transfer to/(from) income.......................................................................      10.5       20.5 
Other adjustments...............................................................................       2.2       (0.1)
                                                                                                 ---------  --------- 
CLOSING BALANCE.................................................................................     (14.4)*       6.0
                                                                                                 ---------  --------- 
                                                                                                 ---------  --------- 
The deferred tax (assets)/liabilities arise from:                                                                     
Capital allowances..............................................................................      14.4       11.5 
Short-term timing differences...................................................................      (5.5)      (5.1)
Provisions......................................................................................     (23.3)      (0.4)
                                                                                                 ---------  --------- 
                                                                                                     (14.4)       6.0 
                                                                                                 ---------  --------- 
                                                                                                 ---------  --------- 

------------------------                                                        

*   Included in receivables (Note 13)                                           

NOTE 23--NOTES TO CONSOLIDATED STATEMENT OF CASH FLOWS                          

                                                        [Enlarge/Download Table]

RECONCILIATION OF OPERATING ACTIVITIES TO NET CASH FLOW           YEAR ENDED        JANUARY 1 TO    SEPTEMBER 2 TO 
  FROM OPERATING ACTIVITIES                                      DECEMBER 31,       SEPTEMBER 1,     DECEMBER 31,  
-----------------------------------------------------------  --------------------  ---------------  ---------------
                                                                                                                   
                                                               1996       1997          1998             1998      
                                                             ---------  ---------  ---------------  ---------------


                                                                                  (L MILLION)                      
                                                                                                                   
Operating income from total operations.....................       87.8       92.1          21.0             21.0   
Exceptional items..........................................     --         --              (0.4)            (4.0)  
Depreciation charges and loss on sale of tangible fixed                                                            
  assets...................................................       24.7       22.7          15.0              8.7   
Amortization of goodwill...................................     --         --               0.5              0.5   
Decrease/(increase) in receivables.........................       82.2       34.4           2.0            (24.5)  
(Decrease)/increase in payables............................     (106.0)     (26.5)         78.4            (93.3)  
Net movement on provisions and insurance funds.............      (25.0)      (9.3)         11.0             (6.1)  
                                                             ---------  ---------         -----           ------   
NET CASH INFLOW FROM OPERATING ACTIVITIES..................       63.7      113.4         127.5            (97.7)  
                                                             ---------  ---------         -----           ------   
                                                             ---------  ---------         -----           ------   

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 23--NOTES TO CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)              

                                                        [Enlarge/Download Table]

                                                                                                      BORROWINGS                    
                                                                                               ------------------------             
                                                     CASH AND OVERDRAFTS                           DUE       DUE AFTER              
RECONCILIATION OF NET CASH FLOW TO           -----------------------------------    LIQUID       WITHIN      MORE THAN              
MOVEMENT IN NET FUNDS                          CASH      OVERDRAFTS      TOTAL     RESOURCES    ONE YEAR     ONE YEAR     NET FUNDS 
-------------------------------------------  ---------  -------------  ---------  -----------  -----------  -----------  -----------
                                                                                                                                    
                                                                                   (L MILLION)                                      
JANUARY 1, 1996............................       84.9         (1.4)        83.5       681.3         (0.8)       (63.7)       700.3 
Cash flow before management of liquid                                                                                               
  resources and financing..................       14.1          0.7         14.8      --           --           --             14.8 
Management of liquid resources.............       25.2       --             25.2       (25.2)      --           --           --     
Financing..................................      (43.3)      --            (43.3)     --           --             43.3       --     
Disposals..................................     --           --           --           (25.6)      --           --            (25.6)
Foreign exchange...........................       (2.8)      --             (2.8)      (44.9)      --              1.4        (46.3)
                                             ---------          ---    ---------  -----------  -----------  -----------  -----------
DECEMBER 31, 1996..........................       78.1         (0.7)        77.4       585.6         (0.8)       (19.0)       643.2 
Cash flow before management of liquid                                                                                               
  resources and financing..................       (6.5)         0.3         (6.2)     --           --           --             (6.2)
Management of liquid resources.............        2.8       --              2.8        (2.8)      --           --           --     
Financing..................................       14.7       --             14.7      --              0.1        (14.8)      --     
Issue of share capital.....................        0.3       --              0.3      --           --           --              0.3 
Provisional liquidation....................     --           --           --           (58.3)      --           --            (58.3)
Foreign exchange...........................       (0.8)      --             (0.8)        4.0       --             (0.4)         2.8 
                                             ---------          ---    ---------  -----------  -----------  -----------  -----------
DECEMBER 31, 1997..........................       88.6         (0.4)        88.2       528.5         (0.7)       (34.2)       581.8 
Cash flow before management of                                                                                                      
  liquid resources and financing...........       77.0         (6.5)        70.5      --           --           --             70.5 
Management of liquid resources.............      (66.8)      --            (66.8)       66.8       --           --           --     
Financing..................................       32.0       --             32.0      --              0.6        (32.6)      --     
Issue of share capital.....................        0.7       --              0.7      --           --           --              0.7 
Foreign exchange...........................       (1.0)      --             (1.0)       (6.9)      --           --             (7.9)
                                             ---------          ---    ---------  -----------  -----------  -----------  -----------
SEPTEMBER 1, 1998..........................      130.5         (6.9)       123.6       588.4         (0.1)       (66.8)       645.1 
Cash flow before management of                                                                                                      
  liquid resources and financing...........     (166.8)         0.9       (165.9)     --           --           --           (165.9)
Management of liquid resources.............      122.2       --            122.2      (122.2)      --           --           --     
Financing..................................       32.2       --             32.2      --            (92.9)        60.7       --     
Issue of share capital.....................        4.0       --              4.0      --           --           --              4.0 
Foreign exchange...........................        1.3         (0.2)         1.1         9.1         (6.9)      --              3.3 
                                             ---------          ---    ---------  -----------  -----------  -----------  -----------
DECEMBER 31, 1998..........................      123.4         (6.2)       117.2       475.3        (99.9)        (6.1)       486.5 
                                             ---------          ---    ---------  -----------  -----------  -----------  -----------
                                             ---------          ---    ---------  -----------  -----------  -----------  -----------

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 23--NOTES TO CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)              

                                                        [Enlarge/Download Table]

                                                                                          YEAR ENDED DECEMBER 31,     
ANALYSIS OF CASH AND SHORT-TERM DEPOSITS AND LIQUID RESOURCES                         ------------------------------- 
AS SHOWN IN THE BALANCE SHEET                                                           1996       1997       1998    
------------------------------------------------------------------------------------  ---------  ---------  --------- 
                                                                                                                      
                                                                                                (L MILLION)           
CASH                                                                                                                  
Cash and short-term deposits........................................................      277.9      359.4      317.1 
less short-term deposits classified as liquid resources.............................     (199.8)    (270.8)    (193.7)
                                                                                      ---------  ---------  --------- 
                                                                                           78.1       88.6      123.4 
                                                                                      ---------  ---------  --------- 
                                                                                      ---------  ---------  --------- 
LIQUID RESOURCES                                                                                                      
Current asset investments...........................................................      385.8      257.7      281.6 
Short-term deposits.................................................................      199.8      270.8      193.7 
                                                                                      ---------  ---------  --------- 
                                                                                          585.6      528.5      475.3 
                                                                                      ---------  ---------  --------- 
                                                                                      ---------  ---------  --------- 

As described in Note 27, deposits and cash totalling L66.3 million are  
subject to a floating charge.                                                   

NOTE 24--PENSIONS                                                               

 The Group operates two principal pension plans, one in the United Kingdom
and the other in the United States, covering substantially all employees in     
those countries. Both plans are of the defined benefit type and are funded      
externally. The pension cost of both plans is assessed in accordance with the   
advice of professionally qualified actuaries, using the projected unit credit   
method.                                                                         

   The most recent valuation of the U.K. plan, which was undertaken by a Group
employee, was at December 31, 1995 and of the U.S. plan at January 1, 1997. The 
major assumption is that the rate of return on investments would exceed salary  
inflation by between 2.25% and 4.0% per annum. The market value of the          
investments at the respective dates of the latest actuarial valuations was L676 
million and the actuarial value of the investments was sufficient to cover      
approximately 110% of the benefits that had accrued to members after allowing   
for expected future salary increases.                                           

NOTE 25--EMPLOYEE SHARE PLANS                                                   

  The Executive Option Scheme (1984) (the "1984 Plan") and the International
Executive Option Scheme (the "International Plan") expired in November 1994 from
which date no further options have been granted. Prior to that date, the 1984   
Plan and the International Plan were open to those employees and Directors of   
the Group who worked for at least 20 hours per week (or, in the case of         
Directors, 25 hours per week) except, in the case of the 1984 Plan, those who   
were within 18 months of their normal retirement date. The option price per     
ordinary share was determined on the date of grant as the greater of (i) the    
nominal value of an ordinary share and (ii) the middle market quotation of an   
ordinary share derived from the Daily Official List of the London Stock Exchange
on the business day immediately preceding the date of the grant of the option.  

   No option would have been granted under the 1984 Plan and the International
Plan if immediately thereafter the aggregate number of ordinary shares issued or
issuable in respect of rights granted under the 1984 Plan and the International 
Plan would have exceeded either the lower of 30,000,000 ordinary shares or 5% of
the issued share capital at the date of grant.                                  

    Options were normally exercisable between three and ten years after the date
of grant.                                                                       

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 25--EMPLOYEE SHARE PLANS (CONTINUED)                                       
  The Willis Corroon Group plc Savings-Related Share Option Scheme 1995 (the
"1995 Plan") replaced the Savings-Related Share Option Scheme (the "1981 Plan") 
which expired in November 1994 in respect of new grants. The 1995 Plan was open 
to any U.K. employee with at least 6 months' continuous service with            
participating Group companies (an "eligible employee").                         

An eligible employee was required to enter into a savings contract for a
period of three years to which he would have contributed 36 monthly payments of 
between L5 and L250 in aggregate, or for a period of five or seven years to     
which he would contribute 60 monthly payments of between L5 and L250 in         
aggregate. He would then be entitled to exercise his option, the aggregate      
subscription price of which must not have exceeded the total amount contributed 
to the savings contract. The exercise price of any particular option was not    
less than the higher of (i) 80% of the market value of ordinary shares on the   
business day preceding the date an offer was made and (ii) the nominal value of 
an ordinary share.                                                              

   Options granted under the 1995 Plan and 1981 Plan were normally exercisable
only for a period of six months commencing on the expiration of the eligible    
employee's savings contract.                                                    

 The number of ordinary shares which could have been issued under the 1995
Plan did not at any time exceed 10% of the issued share capital of the Company  
immediately prior to the date of grant when aggregated with the number of       
ordinary shares issued or placed under option to subscribe in the previous ten  
years under any other employee share plan adopted by the Company. In determining
the limit, no account was taken of ordinary shares where the right to acquire   
such ordinary shares was released or lapsed without being exercised.            

Options under the 1984 Plan, International Plan, 1981 Plan and 1995 Plan
lapsed on November 6, 1998.                                                     

    The following tables show movements under the Company's employee share plans
since January 1996.                                                             

                                                        [Enlarge/Download Table]

                                                                          EXECUTIVE SHARE OPTION PLANS                             
                                             --------------------------------------------------------------------------------------
                                                             1984 PLAN                               INTERNATIONAL PLAN            
                                             ------------------------------------------  ------------------------------------------
                                               NO. OF        WEIGHTED                      NO. OF        WEIGHTED                  
                                              ORDINARY        AVERAGE                     ORDINARY        AVERAGE                  
                                               SHARES      OPTION PRICE    PRICE RANGE     SHARES      OPTION PRICE    PRICE RANGE 
                                             -----------  ---------------  ------------  -----------  ---------------  ------------
                                                                                                                                   
                                                (000)           (P)            (P)          (000)           (P)            (P)     
Outstanding January 1, 1996.................     10,104            237         149-473        3,421            207         149-296 
Exercised...................................     --             --              --           --             --              --     
Cancelled...................................     (1,232)           342         149-473         (208)           214         149-296 
                                             -----------                                 -----------                               
Outstanding December 31, 1996...............      8,872            223         149-473        3,213            207         149-296 
Exercised...................................     --             --              --           --             --              --     
Cancelled...................................     (1,715)           257         149-378          (66)           244         152-296 
                                             -----------                                 -----------                               
Outstanding December 31, 1997...............      7,157            215         149-296        3,147            206         149-296 
Exercised...................................     (1,374)           165         149-198          (13)           149             149 
Cancelled...................................     (5,783)           226         149-296       (3,134)           206         149-296 
                                             -----------           ---     ------------  -----------           ---     ------------
Outstanding December 31, 1998...............     --             --              --           --             --              --     
                                             -----------           ---     ------------  -----------           ---     ------------
                                             -----------           ---     ------------  -----------           ---     ------------

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 25--EMPLOYEE SHARE PLANS (CONTINUED)                                       

                                                        [Enlarge/Download Table]

                                                                          SAVINGS-RELATED OPTION PLANS                             
                                             --------------------------------------------------------------------------------------
                                                             1981 PLAN                                   1995 PLAN                 
                                             ------------------------------------------  ------------------------------------------
                                               NO. OF        WEIGHTED                      NO. OF        WEIGHTED                  
                                              ORDINARY        AVERAGE                     ORDINARY        AVERAGE                  
                                               SHARES      OPTION PRICE    PRICE RANGE     SHARES      OPTION PRICE    PRICE RANGE 
                                             -----------  ---------------  ------------  -----------  ---------------  ------------
                                                                                                                                   
                                                (000)           (P)            (P)          (000)           (P)            (P)     
Outstanding January 1, 1996.................      7,309            148         116-246        1,477            112             112 
Granted.....................................     --             --              --            1,498            112             112 
Exercised...................................        (21)           117         116-119           (2)           112             112 
Cancelled...................................     (1,631)           159         116-246         (248)           112             112 
                                             -----------                                 -----------                               
Outstanding December 31, 1996...............      5,657            145         116-246        2,725            112             112 
Granted.....................................     --             --              --            1,999            100             100 
Exercised...................................       (207)           117         116-119          (23)           112             112 
Cancelled...................................     (1,053)           181         116-246         (363)           109         100-112 
                                             -----------                                 -----------                               
Outstanding December 31, 1997...............      4,397            138         116-246        4,338            106         100-112 
Exercised...................................     (1,676)           130         116-186         (228)           111         100-112 
Cancelled...................................     (2,721)           143         116-246       (4,110)           106         100-112 
                                             -----------           ---     ------------  -----------           ---     ------------
Outstanding December 31, 1998...............     --             --              --           --             --              --     
                                             -----------           ---     ------------  -----------           ---     ------------
                                             -----------           ---     ------------  -----------           ---     ------------

 The fair value of options granted during the year ended December 31, 1997
under the 1995 Plan was 30p (1996: 32p).                                        

  The weighted average fair value of options granted was estimated using the
Black-Scholes option pricing model with the following assumptions: dividend     
yield of 7% (1996: 6%), expected volatility of 30% (1996: 25%), risk-free       
interest rate of 7% (1996: 7%) and expected life of 5 years (1996: 5 years).    

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 25--EMPLOYEE SHARE PLANS (CONTINUED)                                       
The following table shows the movements in options over ordinary shares 
pursuant to the 1982 Share Option Plan of Stewart Wrightson Holdings plc        
("Stewart Wrightson"). The options under that Plan were granted in substitution 
for outstanding options over Stewart Wrightson shares, upon the acquisition of  
that company in August 1987, from which date no further options were granted.   

                                                        [Enlarge/Download Table]

                                                                                     1982 SHARE OPTION PLAN           
                                                                          --------------------------------------------
                                                                             NO. OF        WEIGHTED                   
                                                                            ORDINARY        AVERAGE                   
                                                                             SHARES      OPTION PRICE    PRICE RANGE  
                                                                          -------------  -------------  --------------
                                                                                                                      
                                                                              (000)           (P)            (P)      
Outstanding January 1, 1996..............................................          38            298               298
Exercised................................................................      --             --              --      
Cancelled................................................................         (38)           298               298
                                                                                   --                                 
Outstanding December 31, 1996............................................      --             --              --      
Exercised................................................................      --             --              --      
Cancelled................................................................      --             --              --      
                                                                                   --                                 
Outstanding December 31, 1997............................................      --             --              --      
Exercised................................................................      --             --              --      
Cancelled................................................................      --             --              --      
                                                                                   --                                 
                                                                                               -----    --------------
Outstanding December 31, 1998............................................      --             --              --      
                                                                                   --                                 
                                                                                   --                                 
                                                                                               -----    --------------
                                                                                               -----    --------------

   The following table shows the movements in options over American Depositary
Shares ("ADS") of the Company, each ADS representing five ordinary shares,      
pursuant to the Willis Corroon Corporation 1986 Long-Term Incentive Plan.       

                                                        [Enlarge/Download Table]

                                                                              1986 LONG-TERM INCENTIVE PLAN         
                                                                      ----------------------------------------------
                                                                                         WEIGHTED                   
                                                                                          AVERAGE                   
                                                                        NO. OF ADSS    OPTION PRICE    PRICE RANGE  
                                                                      ---------------  -------------  --------------
                                                                                                                    
                                                                           (000)            ($)            ($)      
Outstanding January 1, 1996..........................................          685           20.32       18.07-23.28
Exercised............................................................       --              --              --      
Cancelled............................................................          (12)          20.73       18.59-22.52
                                                                               ---                                  
Outstanding December 31, 1996........................................          673           20.32       18.07-23.28
Exercised............................................................       --              --              --      
Cancelled............................................................         (150)          19.04       18.59-22.52
                                                                               ---                                  
Outstanding December 31, 1997........................................          523           20.65       18.07-23.28
Exercised............................................................       --              --              --      
Cancelled............................................................         (523)          20.65       18.07-23.28
                                                                               ---           -----    --------------
Outstanding December 31, 1998........................................       --              --              --      
                                                                               ---           -----    --------------
                                                                               ---           -----    --------------

On May 1, 1997, options over 2,217 ADSs were exercised at 62.5p per ADS 
under the Herget Scheme and the balance of 2,233 ADSs were cancelled.           

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 26--CAPITAL COMMITMENTS                                                    

Capital commitments to acquire fixed assets:                            

                                                        [Enlarge/Download Table]

                                                                                    DECEMBER 31,      
                                                                              ------------------------
                                                                                                      
                                                                                 1997         1998    
                                                                              -----------     -----   


                                                                                    (L MILLION)       
                                                                                                      
Expenditure contracted for...................................................        5.9       3.5    
                                                                                      --           -- 
                                                                                      --           -- 

 The Company and certain of its subsidiaries have call options over shares
not already owned in a number of subsidiary and associated companies which are  
exercisable at various dates in the future at prices related to the then current
and historic profits before tax at the date of exercise. There also exist put   
options which are exercisable at various dates in the future on a similar basis.
The exact amounts payable depend on the future level of profitability of the    
companies concerned and exchange rates at the date of exercise. Based on current
projections of profitability and exchange rates, the potential amounts payable  
arising from these options are not expected to exceed L160.1 million (1997:     
L108.0 million). Most of this relates to amounts which may be payable under put 
options, exercisable between 2001 and 2012, entered into with the shareholders  
of Gras Savoye. If, by 2012, the Group has not reached a majority shareholding  
in Gras Savoye, it has call options to increase its interest to over 50%.       

FINANCIAL COMMITMENTS                                                           

 The Company has undertaken to provide certain subsidiaries with financial
support to enable them to meet their future operational obligations as they fall
due. This financial support does not extend to providing finance for liabilities
arising from negligence, breach of contract, breach of trust or any other breach
of duty.                                                                        

NOTE 27--CONTINGENT LIABILITIES                                                 

ASSETS SUBJECT TO CHARGE                                                        

The Company has entered into a debenture in favor of The Chase Manhattan
Bank in which it has charged by way of a first fixed charge its interests in the
shares of Willis Faber Limited and, by way of a floating charge, all its assets 
not otherwise effectively mortgaged, charged or assigned by the first fixed     
charge.                                                                         

  The Company has also entered into a Pledge Agreement in favor of The Chase
Manhattan Bank whereby it has assigned and pledged its interest in the shares of
Willis Corroon Corporation.                                                     

  Those subsidiaries which are Lloyd's brokers have each entered into a deed
as required by the Lloyd's brokers bye-law under which all insurance brokering  
assets are subject to a floating charge held on trust by the Society of Lloyd's 
for the benefit of those companies' insurance brokering payables. The charge    
only becomes enforceable under certain circumstances as defined in the deed. The
assets (including deposits and cash of L66.3 million) subject to this charge at 
December 31, 1998 amounted to L1,834 million (1997: L1,822 million) and the     
insurance brokering payables at that date amounted to L1,821 million (1997:     
L1,805 million).                                                                

FINANCING OBLIGATIONS                                                           

The Company has guaranteed, on a joint and several basis with other     
companies in the Group, the prompt and complete performance of Willis Corroon   
Corporation in respect of credit facilities ("facilities") made available to    
that company. At December 31, 1998 these facilities amounted to $1,175 million. 

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 27--CONTINGENT LIABILITIES (CONTINUED)                                     
  On February 2, 1999, $575 million of the facilities were repaid and Willis
Corroon Corporation issued $550 million 9% Senior Subordinated Notes due 2009   
(the "Notes"). The Company together with its affiliate Willis Corroon Partners, 
has guaranteed Willis Corroon Corporation's obligations in respect of the Notes.

OTHER                                                                           

The Company has given guarantees to bankers and other third parties     
amounting to L4.4 million (1997: L4.4 million). The Company has also given      
guarantees to bankers in respect of commitments entered into by them to provide 
security for membership of Lloyd's of certain Group employees who are not       
directors of the Company amounting to L0.3 million (1997: L0.3 million).        

    The Company and certain of its U.K. subsidiaries have given the landlords of
some of the leasehold properties occupied by the Group in the United Kingdom and
the United States guarantees in respect of the performance of the lease         
obligations of the Group companies holding the leases. The operating lease      
obligations amounted to L104 million at December 31, 1998 (1997: L116 million). 

The Group has extensive international operations and the Company or its 
subsidiaries are subject to claims and litigation in the ordinary course of     
business resulting principally from alleged errors and omissions in connection  
with their businesses. Most of the claims are covered by professional indemnity 
insurance and many of the defenses to these claims are being conducted by the   
Group's insurers. In respect of any self-insured deductibles applicable to such 
claims, the Group has established provisions which are believed to be adequate  
in the light of current information and legal advice. These provisions may be   
adjusted from time to time according to developments. The Company does not      
expect the outcome of such claims, either individually or in the aggregate, to  
have a material effect on the Group's operations, cash flows or financial       
position.                                                                       

NOTE 28--DIRECTORS' INTERESTS IN CONTRACTS                                      

   The undermentioned Directors who held office during each of the three years
in the period ended December 31, 1998 (except as otherwise indicated) and, where
applicable, connected persons (as defined in section 346 of the Companies Act)  
were Underwriting Members of Lloyd's through the agency of WF&D Agencies, which 
was a subsidiary of the Company until October, 1997 as follows:                 

                                                                [Download Table]
                                              
R J S Bucknall (1998       Mrs E H Rendle     
  only)                                       
G F Nixon                  J M P Taylor (in   
                           1996 and 1997 only)
J M Pelly (1998 only)                         

  For the relevant years, the agreements between the above and WF&D Agencies
were on similar terms to the agreements which govern all other members of the   
syndicates in which they participated. WF&D Agencies received a fee in respect  
of each of the above relating to his or her membership of Lloyd's.              

Fees exceeding L5,000 were paid to WF&D Agencies by:                    

                                                        [Enlarge/Download Table]

                                                                YEAR ENDED DECEMBER 31,    
                                                            -------------------------------
                                                                                           
                                                              1996       1997       1998   
                                                            ---------  ---------  ---------
J M P Taylor...............................................   L21,463     --         --    
                                                            ---------  ---------  ---------
                                                            ---------  ---------  ---------

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 28--DIRECTORS' INTERESTS IN CONTRACTS (CONTINUED)                          
Insurance brokering subsidiaries of the Company place risks with the    
syndicates in which the Directors or connected persons (as defined above)       
participate in the normal course of their brokering activities on the same basis
as such subsidiaries do with other Lloyd's syndicates.                          

The Company has given J Reeve a guarantee in respect of the performance 
obligations of Willis Faber & Dumas Limited, his employing company, in respect  
of an unfunded pension scheme established for him. The Company has also         
guaranteed the performance obligations of Willis Corroon Corporation in respect 
of the pension benefits for B D Johnson and K H Pinkston under the Willis       
Corroon Executive Supplemental Plan, an unfunded pension plan.                  

   Save as disclosed above, no Director or connected person (as defined above)
had any interest either during or at the end of the financial years 1996, 1997  
and 1998 in any contract which was significant in relation to the Company's     
business, or in a contract, transaction or arrangement which required disclosure
under section 232 of the Companies Act.                                         

NOTE 29--OFFICER'S INTERESTS                                                    

 The Company had guaranteed an amount of L30,000 in respect of a letter of
credit issued to provide the required security for the membership of Lloyd's of 
an officer, which was released during 1996.                                     

NOTE 30--COMPANIES ACT 1985                                                     

   These financial statements do not comprise the Company's statutory accounts
within the meaning of section 240 of the Companies Act. Statutory accounts for  
the years ended December 31, 1996 and 1997 have been, and statutory accounts for
the year ended December 31, 1998 will be, delivered to the Registrar of         
Companies for England and Wales. The auditors' reports on such accounts were    
unqualified.                                                                    

NOTE 31-- DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE   
UNITED                                                                          
KINGDOM AND THE UNITED STATES                                     

  The Group's financial statements are prepared in accordance with U.K. GAAP
which differ in certain respects from U.S. GAAP. Those differences which have a 
significant effect on the Group are described below.                            

PUSHDOWN ACCOUNTING                                                             

   Under U.S. GAAP, Trinity Acquisition's cost of acquiring the Company should
be "pushed down," i.e., used to establish a new accounting basis in the         
Company's separate financial statements. Under U.K. GAAP, there is no such      
requirement.                                                                    

GOODWILL                                                                        

Goodwill (which includes expirations) arising on acquisitions occurring 
after January 1, 1998 is capitalized and amortized on a straight-line basis over
its estimated useful economic life, not exceeding 20 years. Goodwill arising on 
acquisitions completed before January 1, 1998 was eliminated against retained   
earnings and other reserves. Under U.S. GAAP, goodwill and expirations are      
capitalized and amortized over their respective useful economic lives. For the  
purposes of the reconciliation below, for periods prior to September 2, 1998,   
estimated useful lives of 17 1/2 to 40 years have been utilized, giving a       
weighted average of 31 years.                                                   

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 31-- DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE   
UNITED                                                                          
KINGDOM AND THE UNITED STATES (CONTINUED)                         
The goodwill arising in the financial statements of Trinity Acquisition 
following its acquisition of the Company on September 2, 1998 is required to be 
pushed down into the Company's financial statements. This goodwill is being     
amortized over a period of 40 years for the purposes of the reconciliation      
below.                                                                          

    Under U.K. GAAP, on the disposition of a business acquired before January 1,
1998, goodwill previously eliminated against retained earnings is reinstated and
charged to income in arriving at the gain or loss on disposal of an entity;     
under U.S. GAAP, only unamortized goodwill is charged.                          

IMPAIRMENT OF LONG-LIVED ASSETS                                                 

   For the purposes of U.S. GAAP, the Group reviews the carrying amount of its
long-lived assets including goodwill relating thereto (grouped at business unit 
level) using undiscounted cash flows, if indicators of impairment are present.  
If such values indicate an actual impairment, the asset would be written down to
its fair value. No such impairments have been accounted for in the three years  
in the period ended December 31, 1998.                                          

REVALUATION OF FREEHOLD LAND AND BUILDINGS                                      

Certain of the Group's freehold land and buildings are included in the  
financial statements at revalued amounts on which depreciation is calculated.   
Under U.S. GAAP such assets must be recorded at their historical cost less      
depreciation thereon. The depreciation charged on the revaluation increase is   
not significant.                                                                

PENSION COSTS                                                                   

For the purposes of the reconciliation below, the Group has adopted the 
provisions of U.S. Statement of Financial Accounting Standards No. 87,          
"Employers' Accounting for Pensions", ("FAS 87") in respect of the Group's      
principal U.K. pension plan. This standard requires that the projected benefit  
obligation be matched against the market value of the underlying plan assets and
other unrecognized actuarial gains and losses in determining the pension expense
for the year. As a result, pension expense can be significantly different from  
that computed under U.K. GAAP which requires the cost of providing pension      
benefits to be expensed over the periods benefiting from the employees' service 
on the basis of a constant percentage of current and estimated future earnings. 

 The additional information required by FAS 87 in respect of the principal
U.K. and U.S. pension plans is given below.                                     

FORWARD EXCHANGE CONTRACTS AND OTHER FINANCIAL INSTRUMENTS                      

The Group enters into forward exchange contracts and other financial    
instruments which, under U.K. GAAP, are treated as hedges of future income.     
Under U.S. GAAP such instruments would not be regarded as hedges and,           
accordingly, would be revalued at each balance sheet date and the gain or loss  
arising would be dealt with in income for the period then ended.                

EXCEPTIONAL ITEMS                                                               

Under U.S. GAAP, the amounts reported as exceptional items in 1998 under
U.K. GAAP would not be so reported and the (loss)/gain on closure/disposal of   
operations would have been included in the determination of operating income.   

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 31-- DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE   
UNITED                                                                          
KINGDOM AND THE UNITED STATES (CONTINUED)                         
INVESTMENTS                                                                     

   Certain of the Group's investments, purchased with the intention of holding
to maturity, have been valued at amortized cost. For U.S. GAAP purposes, all the
Group's investments have been classified as available for sale as they do not   
qualify for "held-to-maturity" accounting and are reported at fair value with   
unrealized gains and losses reported as a separate component of shareholders'   
equity (net of tax effects).                                                    

DEFERRED TAX                                                                    

    Under U.K. GAAP, deferred taxes are accounted for using the liability method
to the extent that is is considered probable that a liability or asset will     
crystallize in the foreseeable future. Under U.S. GAAP, deferred taxes are      
accounted for using the liability method on all temporary differences and       
deferred tax assets are recognized where it is more likely than not that they   
will be realized.                                                               

  The effect on net income, comprehensive income and shareholders' equity of
applying the significant differences between U.K. GAAP and U.S. GAAP described  
above is summarized as follows:                                                 

                                                        [Enlarge/Download Table]

                                                      YEAR ENDED           JANUARY 1 TO   SEPTEMBER 2 TO 
                                                     DECEMBER 31,          SEPTEMBER 1,    DECEMBER 31,  
                                             ----------------------------  -------------  ---------------
NET INCOME                                     1996           1997             1998            1998      
-------------------------------------------  ---------  -----------------  -------------  ---------------
                                                                                                         
                                                        (L MILLION, EXCEPT PER ORDINARY SHARE)           
NET INCOME/(LOSS) AS REPORTED IN THE                                                                     
  CONSOLIDATED STATEMENT OF INCOME.........       54.2           56.9            (15.6)          (25.7)  
ADJUSTMENTS                                                                                              
Amortization of goodwill and expirations...      (17.9)         (17.7)           (12.0)           (6.5)  
Gain on disposal of operations.............        2.2            5.9              9.6          --       
Revaluation of forward exchange contracts                                                                
  and other financial instruments..........       10.9           (5.6)             0.2            (3.7)  
Pension costs..............................      (12.1)          (7.6)            (1.6)           (1.7)  
Deferred taxes--effect of above                                                                          
  adjustments..............................        0.4            4.3              0.4             1.7   
                                             ---------         ------           ------          ------   
NET INCOME/(LOSS) AS ADJUSTED TO ACCORD                                                                  
  WITH U.S. GAAP...........................       37.7           36.2            (19.0)          (35.9)  
                                             ---------         ------           ------          ------   
                                             ---------         ------           ------          ------   
COMPRISING                                                                                               
Income/(loss) from continuing operations...       37.7           36.0            (19.0)          (35.9)  
Income/(loss) from discontinued                                                                          
  operations...............................     --                0.2           --              --       
                                             ---------         ------           ------          ------   
NET INCOME/(LOSS)..........................       37.7           36.2            (19.0)          (35.9)  
                                             ---------         ------           ------          ------   
                                             ---------         ------           ------          ------   
PER ORDINARY SHARE (BASIC AND DILUTED) AS                                                                
  SO ADJUSTED                                                                                            
Continuing operations......................       9.0p           8.6p             (4.5)p          (8.4)p 
Discontinued operations....................     --               0.1p           --              --       
                                             ---------         ------           ------          ------   
NET INCOME/(LOSS)..........................       9.0p           8.7p             (4.5)p          (8.4)p 
                                             ---------         ------           ------          ------   
                                             ---------         ------           ------          ------   

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 31-- DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE   
UNITED                                                                          
KINGDOM AND THE UNITED STATES (CONTINUED)                         

                                                        [Enlarge/Download Table]

                                                            YEAR ENDED DECEMBER   JANUARY 1 TO   SEPTEMBER 2 TO 
                                                                    31,           SEPTEMBER 1,    DECEMBER 31,  
                                                            --------------------  -------------  ---------------
COMPREHENSIVE INCOME                                          1996       1997         1998            1998      
----------------------------------------------------------  ---------  ---------  -------------  ---------------
                                                                                                                
                                                                                (L MILLION)                     
NET INCOME/(LOSS) AS ADJUSTED TO ACCORD WITH                                                                    
  U.S. GAAP...............................................       37.7       36.2        (19.0)          (35.9)  
Other comprehensive income, net of tax:                                                                         
  Foreign currency translation adjustments................      (35.5)      11.4         (6.5)            6.5   
  Unrealized holding gains................................       (0.9)      (0.4)        (0.1)            0.8   
                                                            ---------  ---------       ------          ------   
COMPREHENSIVE INCOME......................................        1.3       47.2        (25.6)          (28.6)  
                                                            ---------  ---------       ------          ------   
                                                            ---------  ---------       ------          ------   
Unrealized holding gains                                                                                        
Beginning of period.......................................        1.4        0.5          0.1          --       
Arising during the period.................................       (0.9)      (0.4)        (0.1)            0.8   
                                                            ---------  ---------       ------          ------   
End of period.............................................        0.5        0.1       --                 0.8   
                                                            ---------  ---------       ------          ------   
                                                            ---------  ---------       ------          ------   
                                                        [Enlarge/Download Table]

                                                                                                    DECEMBER 31,     
                                                                                                -------------------- 
                                                                                                                     
SHAREHOLDERS' EQUITY                                                                              1997       1998    
----------------------------------------------------------------------------------------------  ---------  --------- 


                                                                                                    (L MILLION)      
                                                                                                                     
SHAREHOLDERS' EQUITY AS REPORTED IN THE CONSOLIDATED BALANCE SHEET............................      124.6       89.0 
  ADJUSTMENTS                                                                                                        
Fixed Assets                                                                                                         
  Intangible assets                                                                                                  
    Goodwill--cost............................................................................      580.1      800.6 
           --amortization.....................................................................     (129.8)      (6.9)
  Tangible assets                                                                                                    
    Revaluation of freehold land and buildings................................................      (14.9)    --     
Current assets                                                                                                       
  Investments.................................................................................        0.1        0.8 
  Receivables--unrealized gain on forward exchange contracts..................................        6.1        2.7 
  Pension costs prepayment....................................................................       16.0     --     
Noncurrent liabilities                                                                                               
  Pension costs liability.....................................................................     --          (16.3)
Provisions for liabilities and charges                                                                               
  Deferred taxes--effect of above adjustments.................................................        1.4        5.5 
                                                                                                ---------  --------- 
SHAREHOLDERS' EQUITY AS ADJUSTED TO ACCORD WITH U.S. GAAP.....................................      583.6      875.4 
                                                                                                ---------  --------- 
                                                                                                ---------  --------- 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 31-- DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE   
UNITED                                                                          
KINGDOM AND THE UNITED STATES (CONTINUED)                         

                                                        [Enlarge/Download Table]

The movement in shareholders' equity as adjusted to accord with U.S. GAAP from December 31,   
 1997 to December 31, 1998 is as follows:                                                     
                                                                                   (L MILLION)
                                                                                   -----------
Shareholders' equity under U.S. GAAP at December 31, 1997........................       583.6 
                                                                                              
Net income:                                                                                   
  January 1 to September 1, 1998.................................................       (19.0)
  September 2 to December 31, 1998...............................................       (35.9)
Ordinary shares issued...........................................................         7.8 
Dividends paid...................................................................       (22.2)
Fair value adjustments:                                                                       
  Freehold properties............................................................        14.9 
  Pension liabilities............................................................       (29.0)
  Deferred tax...................................................................         2.0 
Goodwill adjustments:                                                                         
  Delete existing goodwill.......................................................      (440.2)
  Add pushdown goodwill..........................................................       812.7 
Current asset investments:                                                                    
  Unrealized gains...............................................................         0.7 
                                                                                   -----------
Shareholders' equity under U.S. GAAP at December 31, 1998........................       875.4 
                                                                                   -----------
                                                                                   -----------

 The fair value adjustments represent the differences between the carrying
values of freehold properties, pension liabilities and deferred tax immediately 
before the acquisition of the Company by Trinity Acquisition and the fair values
attributable to those assets and liabilities for the purpose of calculating     
pushdown goodwill.                                                              

ADDITIONAL INFORMATION REQUIRED BY FAS 87                                       

The pension cost for the Group's two principal pension plans computed in
accordance with the requirements of FAS 87 comprises:                           

                                                        [Enlarge/Download Table]

                                                       YEAR ENDED       JANUARY 1 TO   SEPTEMBER 2 TO 
                                                      DECEMBER 31,      SEPTEMBER 1,    DECEMBER 31,  
                                                  --------------------  -------------  ---------------
                                                    1996       1997         1998            1998      
                                                  ---------  ---------  -------------  ---------------
                                                                      (L MILLION)                     
                                                                                                      


NET PENSION EXPENSE                                                                                   
------------------------------------------------                                                      
                                                                                                      
Service cost....................................       30.8       29.7         19.3             9.6   
Interest cost...................................       47.8       51.2         34.5            14.4   
Return on plan assets...........................      (70.3)    (123.0)       (76.0)          (17.8)  
Net amortization and deferral...................       19.5       66.4         32.9          --       
                                                  ---------  ---------       ------          ------   
Net pension expense.............................       27.8       24.3         10.7             6.2   
                                                  ---------  ---------       ------          ------   
                                                  ---------  ---------       ------          ------   

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 31-- DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE   
UNITED                                                                          
KINGDOM AND THE UNITED STATES (CONTINUED)                         

                                                        [Enlarge/Download Table]

                                                      YEAR ENDED    JANUARY 1 TO   SEPTEMBER 2 TO 
                                                     DECEMBER 31,   SEPTEMBER 1,    DECEMBER 31,  
                                                     -------------  -------------  ---------------
                                                         1997           1998            1998      
                                                     -------------  -------------  ---------------
                                                                      (L MILLION)                 
                                                                                                  


CHANGE IN BENEFIT OBLIGATION                                                                      
---------------------------------------------------                                               
                                                                                                  
Benefit obligation--beginning of period............        675.8          810.7           811.9   
Service cost.......................................         29.7           19.3             9.6   
Interest cost......................................         51.2           34.5            14.4   
Benefits paid......................................        (29.5)         (20.6)           (9.8)  
Actuarial gains and losses.........................         83.5          (32.0)           26.8   
                                                          ------         ------          ------   
Benefit obligation--end of period..................        810.7          811.9           852.9   
                                                          ------         ------          ------   
                                                          ------         ------          ------   
                                                        [Enlarge/Download Table]

                                                      YEAR ENDED    JANUARY 1 TO   SEPTEMBER 2 TO 
                                                     DECEMBER 31,   SEPTEMBER 1,    DECEMBER 31,  
                                                     -------------  -------------  ---------------
                                                         1997           1998            1998      
                                                     -------------  -------------  ---------------
                                                                      (L MILLION)                 
                                                                                                  


CHANGE IN PLAN ASSETS                                                                             
---------------------------------------------------                                               
                                                                                                  
Plan assets--beginning of period...................        683.0          798.4           799.9   
Actual return on plan assets.......................        129.9           11.0           111.2   
Employer contribution..............................         15.0           11.1             3.8   
Benefits paid......................................        (29.5)         (20.6)           (9.8)  
                                                          ------         ------          ------   
Plan assets--end of period.........................        798.4          799.9           905.1   
                                                          ------         ------          ------   
                                                          ------         ------          ------   

                                                        [Enlarge/Download Table]

                                                                   DECEMBER 31,     SEPTEMBER 1,     DECEMBER 31,  
                                                                  ---------------  ---------------  ---------------
                                                                       1997             1998             1998      
                                                                  ---------------  ---------------  ---------------
                                                                                                                   
                                                                                     (L MILLION)                   
FUNDED STATUS                                                                                                      
----------------------------------------------------------------                                                   
Plan assets at fair value.......................................         798.4            799.9            905.1   
Projected benefit obligation....................................        (810.7)          (811.9)          (852.9)  
                                                                        ------           ------           ------   
Plan assets in excess of projected benefit obligation...........         (12.3)           (12.0)            52.2   
Transition assets...............................................         (10.2)            (7.6)          --       
Unrecognized net loss/(gain)....................................          45.3             42.8            (68.5)  
Prior service cost..............................................          (0.1)          --               --       
                                                                        ------           ------           ------   
Prepaid/(accrued) pension costs.................................          22.7             23.2            (16.3)  
                                                                        ------           ------           ------   
                                                                        ------           ------           ------   

  The U.K. plan assets are invested mainly in U.K. fixed interest and equity
securities and non-U.K. equity securities. The U.S. plan assets are invested    
mainly in U.S. fixed interest and equity securities.                            

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 31-- DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE   
UNITED                                                                          
KINGDOM AND THE UNITED STATES (CONTINUED)                         
The major assumptions used in computing the funded status were:         

                                                        [Enlarge/Download Table]

                                                                  DECEMBER 31,       SEPTEMBER 1,       DECEMBER 31,   
                                                                -----------------  -----------------  -----------------
                                                                                                                       
                                                                      1997               1998               1998       
                                                                -----------------  -----------------  -----------------


                                                                        %                  %                  %        
                                                                                                                       
U.K. PLAN                                                                                                              
Expected long-term rate of return on plan assets...............           8.5                7.5                7.5    
Discount rate..................................................           7.0                5.75               5.5    
Expected long-term rate of earnings increases..................           5.5                4.5                4.5    
U.S. PLAN                                                                                                              
Expected long-term rate of return on plan assets...............           8.5                8.5                8.5    
Discount rate..................................................           7.0                6.0                6.0    
Expected long-term rate of earnings increases..................           5.0                5.0                5.0    
                                                                           --                 --                 --    
                                                                           --                 --                 --    

CONSOLIDATED STATEMENT OF CASH FLOWS                                            

  The Consolidated Statement of Cash Flows prepared under U.K. GAAP presents
substantially the same information as that required under U.S. GAAP but may     
differ with regard to classification of items within the statements and as      
regards the definition of cash under U.K. GAAP and cash and cash equivalents    
under U.S. GAAP.                                                                

Under U.K. GAAP, cash flows are presented separately for operating      
activities, returns on investments and servicing of finance, taxation, capital  
expenditure and financial investments, acquisitions and disposals, equity       
dividends paid, management of liquid resources and financing activities. U.S.   
GAAP requires only three categories of cash flow activity to be reported:       
operating, investing and financing. Cash flows from taxation and returns on     
investments and servicing of finance shown under U.K. GAAP would be included as 
operating activities under U.S. GAAP. Cash flows from capital expenditure and   
financial investment, acquisitions and disposals, shown separately under U.K.   
GAAP, would be included as part of the investing activities under U.S. GAAP. The
payment of dividends would be included as a financing activity under U.S. GAAP. 
Cash, as defined by U.S. GAAP, would include cash equivalents with initial      
maturities of less than three months and would exclude bank overdrafts.         

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 31-- DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE   
UNITED                                                                          
KINGDOM AND THE UNITED STATES (CONTINUED)                         
 The categories of cash flow activity under U.S. GAAP can be summarized as
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                                  YEAR ENDED        JANUARY 1 TO    SEPTEMBER 2 TO 
                                                                 DECEMBER 31,       SEPTEMBER 1,     DECEMBER 31,  
                                                             --------------------  ---------------  ---------------
                                                               1996       1997          1998             1998      
                                                             ---------  ---------  ---------------  ---------------
                                                                                                                   
                                                                                  (L MILLION)                      
Cash inflow from operating activities.......................      36.2       89.9         119.1           (126.4)  
Cash (outflow)/inflow on investing activities...............     (10.3)     (60.4)         36.5            (27.4)  
Cash (outflow)/inflow on financing activities...............     (71.3)     (12.0)         19.4             27.9   
                                                             ---------  ---------         -----           ------   
Increase/(decrease) in cash and cash equivalents............     (45.4)      17.5         175.0           (125.9)  
Effect of foreign exchange rate changes.....................     (30.7)      (0.7)         (9.0)            11.2   
Cash and cash equivalents at start of period................     507.9      431.8         448.6            614.6   
                                                             ---------  ---------         -----           ------   
Cash and cash equivalents at end of period..................     431.8      448.6         614.6            499.9   
                                                             ---------  ---------         -----           ------   
                                                             ---------  ---------         -----           ------   

Cash and cash equivalents comprise:                                     

                                                        [Enlarge/Download Table]

                                                               DECEMBER 31,      SEPTEMBER 1,    DECEMBER 31,  
                                                           --------------------  -------------  ---------------
                                                             1996       1997         1998            1998      
                                                           ---------  ---------  -------------  ---------------
                                                                                                               
                                                                               (L MILLION)                     
As shown on balance sheet:                                                                                     
Cash and short-term deposits..............................     277.9      359.4        335.8           317.1   
Current asset investments.................................     385.8      257.7        383.1           281.6   
                                                           ---------  ---------       ------          ------   
                                                               663.7      617.1        718.9           598.7   
Less: deposits and investments with initial                                                                    
  maturity of more than three months......................    (231.9)    (168.5)      (104.3)          (98.8)  
                                                           ---------  ---------       ------          ------   
Cash and cash equivalents at end of period................     431.8      448.6        614.6           499.9   
                                                           ---------  ---------       ------          ------   
                                                           ---------  ---------       ------          ------   

FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK                               

FORWARD FOREIGN EXCHANGE CONTRACTS AND CURRENCY OPTIONS                 

Because the Group transacts business in many different currencies, it is
exposed to the risks of foreign currency exchange rate movements. To hedge this 
exposure, the Group enters into forward foreign exchange contracts and currency 
options. At December 31, 1998, the Group had contracted to exchange foreign     
currency, principally U.S. dollars, equivalent to approximately L72.7 million   
(1997: L81.3 million).                                                          

INTEREST RATE AGREEMENTS                                                

  In order to manage interest rate risk, the Group enters into interest rate
swap agreements and forward rate agreements effectively to change the interest  
receivable or payable on parts of its underlying investments and borrowings from
variable to fixed rates and from fixed to variable rates. Swap agreements and   
forward rate agreements are only entered into with high quality financial       
institutions with a minimum long-term credit rating of AA-. Accordingly, while  
the Group is exposed to market risk to the extent that receipts and payments    
under interest rate agreements are affected by                                  

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 31-- DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE   
UNITED                                                                          
KINGDOM AND THE UNITED STATES (CONTINUED)                         
market interest rates, any such fluctuations will be offset by changes to       
interest receipts or payments made on variable rate investments and borrowings. 
The Group accounts for interest rate agreements as hedges and the net effect is 
recognized as interest expense.                                                 

Outstanding interest swap agreements and forward rate agreements are    
summarized as follows:                                                          

                                                        [Enlarge/Download Table]

                                                                                DECEMBER 31, 1997                                
                                                ---------------------------------------------------------------------------------
                                                                                                                                 
                                                                                                INTEREST RATES                   
                                                                             ----------------------------------------------------


                                                  NOTIONAL                                                                       
                                                  PRINCIPAL    TERMINATION      FIXED      VARIABLE       FIXED       VARIABLE   
                                                   BALANCE        DATES      RECEIVABLE     PAYABLE      PAYABLE     RECEIVABLE  
                                                -------------  ------------  -----------  -----------  -----------  -------------
                                                 (MILLIONS)                       %            %            %             %      
                                                                                                                                 
U.S. dollars...................................         545       1998-2000    5.58-7.75    5.72-5.94      --            --      
U.S. dollars...................................          15            1998      --           --             6.91          5.81  
Sterling.......................................         275       1998-2002    6.58-8.41    7.36-7.75      --            --      
Deutschemark...................................          27       1998-2001    4.51-5.07    3.44-3.78      --            --      
                                                        ---    ------------  -----------  -----------         ---           ---  
                                                        ---    ------------  -----------  -----------         ---           ---  
                                                        [Enlarge/Download Table]

                                                                               DECEMBER 31, 1998                               
                                                -------------------------------------------------------------------------------
                                                                                                                               
                                                                                              INTEREST RATES                   
                                                                           ----------------------------------------------------


                                                 NOTIONAL                                                                      
                                                 PRINCIPAL   TERMINATION      FIXED      VARIABLE       FIXED       VARIABLE   
                                                  BALANCE       DATES      RECEIVABLE     PAYABLE      PAYABLE     RECEIVABLE  
                                                -----------  ------------  -----------  -----------  -----------  -------------
                                                (MILLIONS)                      %            %            %             %      
                                                                                                                               
U.S. dollars...................................        664      1999-2002    5.15-7.16    5.06-5.41      --            --      
U.S. dollars...................................        450           2006      --           --             5.10          5.06  
Sterling.......................................        166      1999-2002    6.43-8.27    6.12-7.31      --            --      
Deutschemark...................................         49      1999-2001    3.70-5.07    3.70-5.07      --            --      
Deutschemark...................................         10           2000      --           --          4.61          3.56     
Japanese Yen...................................      2,060      1999-2001    1.45-1.70    0.22-0.40      --            --      
Italian Lire...................................     14,600      2000-2001    4.54-7.10    3.25-4.59      --            --      
                                                -----------  ------------  -----------  -----------         ---           ---  
                                                -----------  ------------  -----------  -----------         ---           ---  

CONCENTRATION OF CREDIT RISK                                                    

 Potential concentrations of credit risk to the Group comprise principally
cash and short-term deposits, current asset investments, trade receivables and  
foreign exchange contracts.                                                     

The Group places cash and short-term deposits and undertakes foreign    
exchange contracts with a range of banks and financial institutions and controls
its exposure to any one bank or financial institution. The Group's current asset
investments comprise a broad range of financial instruments issued principally  
in the United Kingdom and the United States.                                    

Trade receivables include significant amounts due from clients and      
underwriters. The Group's insurance brokering client base is widely dispersed   
throughout the world, principally in the United Kingdom and the United States.  
The credit risk arising from amounts due from clients and underwriters in       
respect of insurance premiums and claims is minimized as such premiums and      
claims are not generally paid to the beneficiary until collected.               

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 31-- DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE   
UNITED                                                                          
KINGDOM AND THE UNITED STATES (CONTINUED)                         
    At December 31, 1998, the Group did not consider there to be any significant
concentration of credit risk.                                                   

FAIR VALUES OF FINANCIAL INSTRUMENTS                                            

  The following information is presented in compliance with the requirements
of FAS 107, "Disclosure about Fair Value of Financial Instruments". The carrying
amounts and fair values of the material financial instruments of the Group are  
as follows:                                                                     

                                                        [Enlarge/Download Table]

                                                                                          DECEMBER 31,                  
                                                                         ---------------------------------------------- 
                                                                                                                        
                                                                                  1997                    1998          
                                                                         ----------------------  ---------------------- 


                                                                          CARRYING      FAIR      CARRYING      FAIR    
                                                                           AMOUNT       VALUE      AMOUNT       VALUE   
                                                                         -----------  ---------  -----------  --------- 
                                                                                           (L MILLION)                  
                                                                                                                        
ASSETS                                                                                                                  
Cash and short-term deposits............................................      359.4       359.4       317.1       317.1 
Current asset investments:                                                                                              
  Listed investments....................................................       55.6        55.9        48.7        49.8 
  Unlisted investments..................................................      202.1       203.5       232.9       236.9 
LIABILITIES                                                                                                             
Bank loans and overdrafts...............................................      (34.5)      (34.5)     (629.1)     (629.1)
OFF-BALANCE SHEET INSTRUMENTS                                                                                           
  Interest rate swaps and forward rate agreements.......................     --             3.7      --            10.9 
  Forward foreign exchange contracts....................................     --             6.1      --             2.7 
                                                                         -----------  ---------  -----------  --------- 
                                                                         -----------  ---------  -----------  --------- 

    The following methods and assumptions were used by the Group in establishing
its fair value disclosures for financial instruments:                           

   CASH AND SHORT-TERM DEPOSITS: the carrying amount approximates fair
value.                                                                  

       LISTED INVESTMENTS AND UNLISTED INVESTMENTS: the fair value is based on
market prices.                                                          

       BANK LOANS AND OVERDRAFTS: the carrying amount approximates fair value.

OFF-BALANCE SHEET INSTRUMENTS: fair values of interest rate swap
agreements are based on discounted cash flow analyses. Fair values of   
    forward foreign exchange contracts are based on contractual and market rates
and represent net unrealized gains and losses.                          

ACCOUNTING AND DISCLOSURE OF STOCK-BASED COMPENSATION                           

FAS 123, Accounting for Stock-Based Compensation, established accounting
disclosure standards for stock-based employee compensation plans. The statement 
gives companies the option of continuing to account for such costs under APB 25,
Accounting for Stock Issued to Employees, and related interpretations. The Group
has chosen to continue to account for its employee share option plans under APB 
25 and, accordingly, there is no compensation cost to the Group arising from    
these plans. Had the Group chosen to account for the costs of its employee share
option plans under FAS 123, which requires such costs to be determined on the   
basis of the fair value of the options at the date of grant, the Group's net    
income for the year ended December 31, 1997 would have been L36.1 million       

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 31-- DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE   
UNITED                                                                          
KINGDOM AND THE UNITED STATES (CONTINUED)                         
(1996: L37.7 million) and net income per Ordinary Share would have been 8.6     
pence (1996: 9.0 pence). Details of the fair value of stock awards are given in 
Note 25. Because options vest over several years and additional options grants  
may be made, the effects of these hypothetical calculations are not likely to be
representative of similar future calculations. No options were granted in 1998. 

DEBT AND EQUITY SECURITIES                                                      

  U.S. GAAP requires debt and equity investments to be classified into three
categories: held-to-maturity, trading and available-for-sale. All the Group's   
investments have been classified as available-for-sale.                         

The debt securities held at December 31, 1998 comprise:                 

                                                        [Enlarge/Download Table]

                                                  AMORTIZED      UNREALIZED      UNREALIZED       FAIR    
                                                    COST            GAINS          LOSSES         VALUE   
                                                -------------  ---------------  -------------  -----------
                                                                                                          
                                                                        (L MILLION)                       
U.S. Government securities.....................        18.5             0.2          --              18.7 
U.K. Government securities.....................         2.7             0.1          --               2.8 
Other foreign government securities............         4.3             0.2          --               4.5 
Corporate debt securities......................        22.8             0.6          --              23.4 
                                                                         --                               
                                                        ---                             ---           --- 
                                                       48.3             1.1          --              49.4 
                                                                         --                               
                                                                         --                               
                                                        ---                             ---           --- 
                                                        ---                             ---           --- 

During 1998 sales of debt securities totaled L31.1 million (1997: L46.9 
million), on which gross realized gains and gross realized losses were L0.3     
million and Lnil million (1997: L0.1 million and L0.1 million) respectively.    

Maturities of debt securities held at December 31, 1998 are as follows: 

                                                        [Enlarge/Download Table]

                                                                                   (L MILLION)
                                                                                              
within one year...................................................................       10.2 
after one year through five years.................................................       36.2 
after five years through ten years................................................        1.9 
after more than ten years.........................................................     --     
                                                                                          --- 
                                                                                         48.3 
                                                                                          --- 
                                                                                          --- 

NOTE 32--NEW ACCOUNTING STANDARDS                                               

Four U.K. accounting standards have recently been issued:               

       FRS 12, "Provisions, Contingent Liabilities and Contingent Assets", was
  issued in September 1998 and is effective for accounting periods ending on
    or after March 23, 1999, though earlier adoption is permitted. This standard
   sets out rules on the recognition, measurement and disclosure of provisions
    and contingencies. The Company does not expect the adoption of this standard
to have any impact on its financial statements for prior years or,      
currently, on its financial statements for future periods.              

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 32--NEW ACCOUNTING STANDARDS (CONTINUED)                                   
      FRS 13, "Derivatives and other Financial Instruments Disclosures", was
    also issued in September 1998 and is effective for accounting periods ending
on or after March 23, 1999, though earlier adoption is permitted. This  
standard sets out narrative disclosure requirements which require an    
explanation of the role that financial instruments play in creating or  
    changing the risks that the Company faces in its activities and its approach
    to the management of those risks, including a description of the objectives,
 policies and strategies for holding and issuing financial instruments. It
also sets out numerical disclosure requirements with respect to interest
    rate risk, currency risk, liquidity risk, fair values, financial instruments
used for trading, financial instruments used for hedging and certain    
commodity contracts. As this standard only relates to disclosures, its  
 adoption will not impact the Company's results of operations or financial
 position reported under U.K. GAAP. The Company has not yet determined the
impact that its adoption will have on its disclosures.                  

FRS 14, "Earnings per Share", was issued in October 1998 and is 
effective for accounting periods ending after December 23, 1998. The    
 Company's earnings per share computed under this standard will not differ
from those previously reported.                                         

   FRS 15, "Tangible Fixed Assets", was issued in February 1999 and is
 effective for accounting periods ending on or after March 23, 2000 though
earlier adoption is permitted. This standard sets out the principles of 
accounting for the initial measurement, valuation and depreciation of   
  tangible fixed assets. Adoption of this standard by the Company would have
no impact on its financial statements.                                  

In June 1998, the FASB issued SFAS 133, "Accounting for Derivative      
Instruments and Hedging Activities" which has to be adopted for fiscal years    
beginning after June 15, 1999 or June 15, 2000 if the Exposure Draft proposing  
deferral of the effective date is adopted. This standard requires all           
derivatives to be recognized as either assets or liabilities on the balance     
sheet at their fair values. It also prescribes the accounting to be followed for
the changes in the fair values of derivatives depending upon their intended use 
and resulting designation. It supersedes or amends the existing standards which 
deal with hedge accounting and derivatives. The Company has not yet evaluated   
the effect that adopting this standard will have on the U.S. GAAP amounts       
reported in its financial statements because the impact is dependent upon the   
derivative instruments in existence at the time of adoption and the market rates
of interest and foreign currency exchange rates prevailing at that time.        

NOTE 33--WILLIS CORROON CORPORATION AND WILLIS CORROON PARTNERS                 

 Willis Corroon Corporation is a wholly-owned subsidiary of Willis Corroon
Partners, of which Willis Corroon Group Limited is the 99.9% general partner and
Willis Group Limited, a wholly-owned subsidiary of Willis Corroon Group Limited,
is the 0.1% general partner. Willis Corroon Group Limited and Willis Corroon    
Partners have jointly and severally, fully and unconditionally, guaranteed the  
Notes.                                                                          

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) 

NOTE 33--WILLIS CORROON CORPORATION AND WILLIS CORROON PARTNERS (CONTINUED)     
   Willis Corroon Corporation prepares its financial information in accordance
with U.K. GAAP. Summarized financial information under U.K. GAAP relating to    
Willis Corroon Corporation is as follows:                                       

                                                        [Enlarge/Download Table]

                                                                                          YEAR ENDED DECEMBER 31,    
                                                                                      -------------------------------
                                                                                        1996       1997       1998   
                                                                                      ---------  ---------  ---------
                                                                                                (L MILLION)          
                                                                                                                     
Total operating revenues.............................................................     356.7      321.4      340.0
Operating income.....................................................................      35.6       28.4       29.0
Net income...........................................................................      14.1       11.4        8.4
                                                                                      ---------  ---------  ---------
                                                                                      ---------  ---------  ---------
                                                        [Enlarge/Download Table]

                                                                                              AT DECEMBER 31,   
                                                                                            --------------------
                                                                                                                
                                                                                              1997       1998   
                                                                                            ---------  ---------


                                                                                                (L MILLION)     
                                                                                                                
Current assets.............................................................................   1,201.2    1,806.5
Fixed assets...............................................................................      52.3       59.9
                                                                                            ---------  ---------
                                                                                              1,253.5    1,866.4
                                                                                            ---------  ---------
                                                                                            ---------  ---------
Current liabilities........................................................................   1,152.5    1,756.5
Noncurrent liabilities.....................................................................      35.5       35.8
Shareholders' equity.......................................................................      65.5       74.1
                                                                                            ---------  ---------
                                                                                              1,253.5    1,866.4
                                                                                            ---------  ---------
                                                                                            ---------  ---------

Willis Corroon Group has not presented separate financial statements for
Willis Corroon Corporation because management has determined that such          
information is not material to holders of the Notes.                            

 Willis Corroon Partners, formed on November 11, 1998, has no assets other
than the capital stock of Willis Corroon Corporation and conducts no business   
other than the holding of such capital stock.                                   

Willis Corroon Group has not presented separate financial statements or 
summarized financial information for Willis Corroon Partners because management 
has determined that such information is not material to holders of the Notes.   

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                                                                      APPENDIX A

   The following text was issued by Willis Corroon Group Limited on August 13,
1999 in respect of its results for the second quarter of 1999 and the six months
ended June 30, 1999.                                                            

WILLIS CORROON GROUP LIMITED AND SUBSIDIARIES 

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(IN MILLIONS OF POUNDS STERLING)

(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                                      THREE MONTHS ENDED        SIX MONTHS         
                                                                           JUNE 30,           ENDED JUNE 30,       
                                                                     --------------------  --------------------    
                                                                                                                   
                                                                       1999       1998       1999       1998       
                                                                     ---------  ---------  ---------  ---------    
OPERATING REVENUES                                                                                                 
Commissions and fees................................................     168.2      156.2      361.6      339.0    
Interest and investment income......................................      10.1       10.4       19.7       20.1    
                                                                     ---------  ---------  ---------  ---------    
                                                                         178.3      166.6      381.3      359.1    
Operating expenses..................................................    (173.4)    (152.6)    (345.3)    (307.7)   
Operating expenses--pensions review (Note 2)........................     (15.0)     (25.0)     (15.0)     (25.0)   
                                                                     ---------  ---------  ---------  ---------    
OPERATING INCOME/(LOSS).............................................     (10.1)     (11.0)      21.0       26.4    
Share of profit of associates.......................................       0.7        0.6        9.3        7.2    
Interest receivable.................................................      14.6         --       28.9         --    
Interest payable....................................................     (13.5)      (0.8)     (27.6)      (1.7)   
Profit/(loss) on disposal of operations.............................       0.5      (28.0)       0.5      (28.0)   
                                                                     ---------  ---------  ---------  ---------    
INCOME/(LOSS) BEFORE TAXATION.......................................      (7.8)     (39.2)      32.1        3.9    
Taxation............................................................      (0.1)       2.3      (11.3)     (13.3)   
                                                                     ---------  ---------  ---------  ---------    
INCOME/(LOSS) AFTER TAXATION........................................      (7.9)     (36.9)      20.8       (9.4)   
Minority interests..................................................      (0.5)      (0.5)      (1.2)      (0.8)   
                                                                     ---------  ---------  ---------  ---------    
NET INCOME/(LOSS) (i)...............................................      (8.4)     (37.4)      19.6      (10.2)   
                                                                     ---------  ---------  ---------  ---------    
                                                                     ---------  ---------  ---------  ---------    
NET INCOME/(LOSS) PER ORDINARY SHARE (i)............................      (1.8)p      (8.8)p       4.2p      (2.4)p
                                                                     ---------  ---------  ---------  ---------    
                                                                     ---------  ---------  ---------  ---------    
Average number of ordinary shares outstanding (in millions).........     466.2      422.3      466.2      422.3    
                                                                     ---------  ---------  ---------  ---------    
                                                                     ---------  ---------  ---------  ---------    

------------------------                                                        

(i)  A summary of the significant adjustments to net income that would be       
  required if United States generally accepted accounting principles were to
   be applied instead of those generally accepted in the United Kingdom is set
forth in Note 5 of Notes to Condensed Financial Statements.             

CONSOLIDATED STATEMENT OF TOTAL RECOGNIZED GAINS AND LOSSES 
(IN MILLIONS OF POUNDS STERLING)
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                                           THREE MONTHS ENDED        SIX MONTHS      
                                                                                JUNE 30,           ENDED JUNE 30,    
                                                                          --------------------  -------------------- 
                                                                                                                     
                                                                            1999       1998       1999       1998    
                                                                          ---------  ---------  ---------  --------- 
NET INCOME/(LOSS)........................................................      (8.4)     (37.4)      19.6      (10.2)
Currency translation differences.........................................      (9.0)       0.5      (25.0)       0.2 
                                                                          ---------  ---------  ---------  --------- 
TOTAL RECOGNIZED GAINS AND LOSSES (ii)...................................     (17.4)     (36.9)      (5.4)     (10.0)
                                                                          ---------  ---------  ---------  --------- 
                                                                          ---------  ---------  ---------  --------- 

------------------------                                                        

(ii) A statement of Comprehensive Income under U.S. GAAP is set forth in Note 5 
of Notes to Condensed Financial Statements.                             

The Notes to Condensed Financial Statements are an integral part
of these Condensed Consolidated Financial Statements. 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARIES 

CONDENSED CONSOLIDATED BALANCE SHEET

(IN MILLIONS OF POUNDS STERLING)
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                                                        JUNE 30,    DECEMBER 31, 
                                                                                          1999        1998(I)    
                                                                                        ---------  --------------
                                                                                                                 
ASSETS                                                                                                           
CURRENT ASSETS                                                                                                   
  Cash and short-term deposits.........................................................     376.9         317.1  
  Investments..........................................................................     322.0         281.6  
  Receivables..........................................................................   4,197.4       3,794.6  
                                                                                        ---------       -------  
                                                                                          4,896.3       4,393.3  
                                                                                        ---------       -------  
FIXED ASSETS                                                                                                     
  Intangible assets....................................................................      21.3          19.7  
  Tangible assets......................................................................     142.2         141.6  
  Investments..........................................................................      50.1          34.4  
                                                                                        ---------       -------  
                                                                                            213.6         195.7  
                                                                                        ---------       -------  
TOTAL ASSETS...........................................................................   5,109.9       4,589.0  
                                                                                        ---------       -------  
                                                                                        ---------       -------  
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                             
CURRENT LIABILITIES                                                                                              
  Trade payables.......................................................................   3,369.1       2,860.3  
  Corporate tax........................................................................      24.1          17.7  
  Accruals and deferred income.........................................................      58.0          67.6  
  Bank loans and overdrafts............................................................       4.1         352.7  
  Other................................................................................     793.0         817.4  
                                                                                        ---------       -------  
                                                                                          4,248.3       4,115.7  
                                                                                        ---------       -------  
NONCURRENT LIABILITIES                                                                                           
  Bank loans...........................................................................     275.7         276.4  
  Other................................................................................     350.1           5.0  
                                                                                        ---------       -------  
                                                                                            625.8         281.4  
                                                                                        ---------       -------  
PROVISIONS FOR LIABILITIES AND CHARGES.................................................     109.4          94.8  
MINORITY INTERESTS.....................................................................       8.0           8.1  
                                                                                        ---------       -------  
TOTAL LIABILITIES AND MINORITY INTERESTS...............................................   4,991.5       4,500.0  
SHAREHOLDERS' EQUITY (ii)                                                                                        
  Share capital........................................................................      59.4          53.6  
  Share premium........................................................................     115.6          28.5  
  Revaluation reserve..................................................................      14.9          14.9  
  Retained (deficit)...................................................................     (71.5)         (8.0) 
                                                                                        ---------       -------  
                                                                                            118.4          89.0  
                                                                                        ---------       -------  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.............................................   5,109.9       4,589.0  
                                                                                        ---------       -------  
                                                                                        ---------       -------  

------------------------                                                        

(i) The balance sheet at December 31, 1998 has been derived from the audited  
financial statements at that date but does not include all of the     
information and footnotes required by generally accepted accounting   
principles for complete financial statements.                         

(ii) A summary of the significant adjustments to shareholders' equity that    
would be required if United States generally accepted accounting    
    principles were to be applied instead of those generally accepted in the
 United Kingdom is set forth in Note 5 of Notes to Condensed Financial
Statements.                                                         

The Notes to Condensed Financial Statements are an integral part
of these Condensed Consolidated Financial Statements. 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARIES 

CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS 

(IN MILLIONS OF POUNDS STERLING)

(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                                                                   SIX MONTHS ENDED   
                                                                                                       JUNE 30,       
                                                                                                 -------------------- 
                                                                                                                      
                                                                                                   1999       1998    
                                                                                                 ---------  --------- 
NET CASH INFLOW FROM OPERATING ACTIVITIES.......................................................     136.0       96.0 
DIVIDENDS FROM ASSOCIATED UNDERTAKINGS..........................................................       1.3        1.3 
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE                                                                       
  Interest received.............................................................................      19.8         -- 
  Interest paid.................................................................................     (18.7)      (1.7)
  Minority dividends paid.......................................................................      (1.1)        -- 
  Bank fees on borrowings.......................................................................      (4.7)        -- 
                                                                                                 ---------  --------- 
                                                                                                      (4.7)      (1.7)
                                                                                                 ---------  --------- 
TAXATION........................................................................................      (4.4)      (6.3)
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT                                                                          
  Purchase of tangible fixed assets.............................................................     (12.8)     (14.9)
  Sale of tangible fixed assets.................................................................       2.8        2.2 
  Purchase of fixed asset investments...........................................................      (0.1)        -- 
  Sale of fixed asset investments...............................................................       0.3       (1.8)
                                                                                                 ---------  --------- 
                                                                                                      (9.8)     (14.5)
                                                                                                 ---------  --------- 
ACQUISITIONS AND DISPOSALS                                                                                            
  Purchase of subsidiaries......................................................................      (1.3)        -- 
  Purchase of associates........................................................................     (10.1)     (15.6)
  Sale of subsidiaries..........................................................................       5.8        2.1 
  Net cash transferred on purchase/sale of subsidiaries.........................................      (0.3)       0.3 
                                                                                                 ---------  --------- 
                                                                                                      (5.9)     (13.2)
                                                                                                 ---------  --------- 
EQUITY DIVIDENDS PAID...........................................................................     (10.0)     (12.3)
                                                                                                 ---------  --------- 
CASH FLOW BEFORE MANAGEMENT OF LIQUID RESOURCES AND FINANCING...................................     102.5       49.3 
MANAGEMENT OF LIQUID RESOURCES..................................................................     (75.7)     (37.9)
FINANCING                                                                                                             
  Issue of ordinary shares......................................................................        --        0.8 
  Amounts due from parent company...............................................................      15.2         -- 
  Debt due within a year:                                                                                             
    Decrease in short-term borrowings...........................................................    (347.8)        -- 
  Debt due beyond a year:                                                                                             
    Increase in long-term borrowings............................................................     319.4        0.3 
  Capital element of finance lease rental payments..............................................        --       (0.7)
                                                                                                 ---------  --------- 
                                                                                                     (13.2)       0.4 
                                                                                                 ---------  --------- 
INCREASE IN CASH................................................................................      13.6       11.8 
                                                                                                 ---------  --------- 
                                                                                                 ---------  --------- 

------------------------                                                        

    The significant differences between the consolidated statement of cash flows
presented above and that required under U.S. GAAP are described in Note 5 of    
Notes to Condensed Financial Statements.                                        

The Notes to Condensed Financial Statements are an integral part
of these Condensed Consolidated Financial Statements. 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARIES 

NOTES TO CONDENSED FINANCIAL STATEMENTS 
(IN MILLIONS OF POUNDS STERLING)
(UNAUDITED) 

NOTE 1--BASIS OF PREPARATION                                                    

    These condensed consolidated financial statements, which are unaudited, have
been prepared in accordance with U.K. GAAP and the accounting policies described
in the Company's audited consolidated financial statements for the year ended   
December 31, 1998. In the opinion of the Company's management, all adjustments  
(consisting of normal recurring accruals) considered necessary for a fair       
presentation have been included. Operating results for the six months ended June
30, 1999 are not necessarily indicative of the results that may be expected for 
the year ending December 31, 1999.                                              

NOTE 2--OPERATING EXPENSES--PENSIONS REVIEW                                     

As required by its U.K. regulator, the Group is undertaking a review of 
personal pension plans sold between 1988 and 1994 to determine whether redress  
should be made to customers. A further provision of L15.0 million was made in   
the second quarter 1999 (in addition to the L25 million provided in the second  
quarter 1998) to reflect the expected higher cost of redress as a consequence of
lower U.K. interest rates.                                                      

 The ultimate exposure, as presently calculated, is subject to a number of
variable factors including among others, the response rate to the pensions      
review mailings and the interest rates and other financial assumptions          
prescribed by the U.K. regulator, which are issued on a quarterly basis. The    
U.K. regulator also issued revised demographic assumptions on July 30, 1999 and 
announced on August 3, 1999 the target date of June 30, 2002 for completion of  
the phase 2 review. The financial effect of both these announcements has yet to 
be fully evaluated.                                                             

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARIES 

NOTES TO CONDENSED FINANCIAL STATEMENTS 
(IN MILLIONS OF POUNDS STERLING)
(UNAUDITED) (CONTINUED) 

NOTE 3--RECONCILIATION OF OPERATING INCOME TO NET CASH INFLOW FROM OPERATING    
ACTIVITIES                                                                      

                                                        [Enlarge/Download Table]

                                                                                                   SIX MONTHS      
                                                                                                 ENDED JUNE 30,    
                                                                                              -------------------- 
                                                                                                                   
                                                                                                1999       1998    
                                                                                              ---------  --------- 
OPERATING INCOME.............................................................................      21.0       26.4 
Increase in pension review provision.........................................................      15.0       25.0 
Depreciation and amortization................................................................      13.6       11.6 
Increase in receivables......................................................................    (360.3)    (189.4)
Increase in payables.........................................................................     449.3      225.6 
Net movement on provisions...................................................................      (2.6)      (3.2)
                                                                                              ---------  --------- 
NET CASH INFLOW FROM OPERATING ACTIVITIES....................................................     136.0       96.0 
                                                                                              ---------  --------- 
                                                                                              ---------  --------- 

                                                        [Enlarge/Download Table]

                                                                                                   SIX MONTHS      
                                                                                                 ENDED JUNE 30,    
                                                                                              -------------------- 
                                                                                                                   
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS                                        1999       1998    
                                                                                              ---------  --------- 
Opening net funds............................................................................     486.5      581.8 
Net cash flow................................................................................      13.6       11.8 
Management of liquid resources...............................................................      75.7       37.9 
Financing....................................................................................     106.1        0.4 
Currency exchange movements..................................................................     (13.6)      (6.1)
                                                                                              ---------  --------- 
NET FUNDS AT JUNE 30.........................................................................     668.3      625.8 
                                                                                              ---------  --------- 
                                                                                              ---------  --------- 

NOTE 4--RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' EQUITY                     

                                                        [Enlarge/Download Table]

                                                                             THREE MONTHS           SIX MONTHS      
                                                                            ENDED JUNE 30,        ENDED JUNE 30,    
                                                                         --------------------  -------------------- 
                                                                                                                    
                                                                           1999       1998       1999       1998    
                                                                         ---------  ---------  ---------  --------- 
Net income/(loss).......................................................      (8.4)     (37.4)      19.6      (10.2)
Dividends paid..........................................................     (61.1)      (7.4)     (61.1)     (14.8)
New ordinary shares issued..............................................        --        2.3       92.9        2.9 
Goodwill on acquisitions eliminated.....................................        --         --         --       (2.9)
Goodwill written back on disposals......................................       3.0       30.2        3.0       30.4 
Exchange adjustments....................................................      (9.0)       0.5      (25.0)       0.2 
                                                                         ---------  ---------  ---------  --------- 
Net (decrease)/increase in shareholders' equity.........................     (75.5)     (11.8)      29.4        5.6 
Shareholders' equity at beginning of period.............................     193.9      142.0       89.0      124.6 
                                                                         ---------  ---------  ---------  --------- 
Shareholders' equity at end of period...................................     118.4      130.2      118.4      130.2 
                                                                         ---------  ---------  ---------  --------- 
                                                                         ---------  ---------  ---------  --------- 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARIES 

NOTES TO CONDENSED FINANCIAL STATEMENTS 
(IN MILLIONS OF POUNDS STERLING)
(UNAUDITED) (CONTINUED) 

NOTE 5-- DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE    
UNITED KINGDOM AND THE UNITED STATES                            

 The unaudited condensed consolidated financial statements are prepared in
accordance with U.K. GAAP which differ in certain respects from U.S. GAAP.      
Summaries of the significant differences as they apply to the Company are set   
forth in Note 31 of Notes to the Company's Consolidated Financial Statements for
the year ended December 31, 1998, except for pensions review costs. Following   
the acquisition of the Company by Trinity Acquisition plc ("Trinity") the       
additional liability for pensions review costs has been accounted for, under    
U.S. GAAP, as a fair value adjustment in the financial statements of Trinity    
resulting in additional goodwill which has been pushed down to the Company.     

  The effect on net income, comprehensive income and shareholders' equity of
applying the significant differences between U.K. GAAP and U.S. GAAP described  
above is summarized as follows:                                                 

                                                        [Enlarge/Download Table]

                                                              THREE MONTHS ENDED     SIX MONTHS ENDED   
                                                                   JUNE 30,              JUNE 30,       
                                                             --------------------  -------------------- 
NET INCOME                                                     1999       1998       1999       1998    
                                                             ---------  ---------  ---------  --------- 
                                                                                                        
NET INCOME/(LOSS) AS REPORTED IN THE CONSOLIDATED STATEMENT                                             
  OF INCOME.................................................      (8.4)     (37.4)      19.6      (10.2)
ADJUSTMENTS                                                                                             
Operating expenses--pensions review.........................      15.0         --       15.0         -- 
Amortization of goodwill....................................      (2.1)       5.3       (7.1)       0.6 
Revaluation of forward exchange contracts and other                                                     
  financial instruments.....................................      (1.2)      (0.9)      (2.0)      (1.2)
Pension costs...............................................     (14.5)      (2.9)     (14.8)      (8.0)
Deferred taxes--effect of above adjustments.................       5.8        1.1        6.1        2.8 
                                                             ---------  ---------  ---------  --------- 
NET INCOME/(LOSS) AS ADJUSTED TO ACCORD WITH U.S. GAAP......      (5.4)     (34.8)      16.8      (16.0)
                                                             ---------  ---------  ---------  --------- 
                                                             ---------  ---------  ---------  --------- 

                                                        [Enlarge/Download Table]

                                                              THREE MONTHS ENDED     SIX MONTHS ENDED   
                                                                   JUNE 30,              JUNE 30,       
                                                             --------------------  -------------------- 
COMPREHENSIVE INCOME                                           1999       1998       1999       1998    
                                                             ---------  ---------  ---------  --------- 
                                                                                                        
NET INCOME/(LOSS) AS ADJUSTED TO ACCORD WITH U.S. GAAP......      (5.4)     (34.8)      16.8      (16.0)
Other comprehensive income:                                                                             
  Foreign currency translation adjustments..................       6.1       (1.0)      10.5       (1.3)
  Unrealized holding losses.................................      (1.3)      (0.1)      (1.3)      (0.1)
                                                             ---------  ---------  ---------  --------- 
COMPREHENSIVE INCOME/(LOSS).................................      (0.6)     (35.9)      26.0      (17.4)
                                                             ---------  ---------  ---------  --------- 
                                                             ---------  ---------  ---------  --------- 

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARIES 

NOTES TO CONDENSED FINANCIAL STATEMENTS 
(IN MILLIONS OF POUNDS STERLING)
(UNAUDITED) (CONTINUED) 

NOTE 5-- DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE    
UNITED KINGDOM AND THE UNITED STATES (CONTINUED)                

                                                        [Enlarge/Download Table]

                                                                       JUNE 30,    DECEMBER 31, 
SHAREHOLDERS' EQUITY                                                     1999          1998     
                                                                      -----------  -------------
                                                                                                
Shareholders' equity as reported in the consolidated balance sheet...      118.4          89.0  
ADJUSTMENTS                                                                                     
Intangible assets:                                                                              
  Goodwill--cost.....................................................      884.9         800.6  
         --amortization..............................................      (44.7)         (6.9) 
Current assets:                                                                                 
  Investments........................................................       (0.5)          0.8  
  Receivables--forward exchange contracts............................        0.7           2.7  
            --pension costs prepayment...............................      (32.3)        (16.3) 
Provisions for liabilities and charges:                                                         
  Deferred taxes--effect of above adjustments........................       12.1           5.5  
                                                                           -----         -----  
SHAREHOLDERS' EQUITY AS ADJUSTED TO ACCORD WITH U.S. GAAP............      938.6         875.4  
                                                                           -----         -----  
                                                                           -----         -----  

The categories of cashflow activity under U.S. GAAP can be summarized as
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                                                 SIX MONTHS       
                                                                               ENDED JUNE 30,     
                                                                          ------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS                                         1999         1998    
                                                                          -----------  -----------
                                                                                                  
Cash inflow from operating activities....................................      121.5         89.3 
Cash inflow/(outflow) of investing activities............................       13.3        (27.8)
Cash (outflow) of financing activities...................................      (19.4)       (11.5)
                                                                               -----        ----- 
Increase in cash and cash equivalents....................................      115.4         50.0 
Effect of foreign exchange rate changes..................................       11.1         (5.5)
Cash and cash equivalents at beginning of period.........................      499.9        448.6 
                                                                               -----        ----- 
Cash and cash equivalents at end of the period...........................      626.4        493.1 
                                                                               -----        ----- 
                                                                               -----        ----- 

NOTE 6--WILLIS CORROON CORPORATION AND WILLIS CORROON PARTNERS                  

 Willis Corroon Corporation is a wholly-owned subsidiary of Willis Corroon
Partners, of which Willis Corroon Group Limited is the 99.9% general partner and
Willis Group Limited, a wholly-owned subsidiary of Willis Corroon Group Limited,
is the 0.1% general partner. Willis Corroon Group Limited and Willis Corroon    
Partners have jointly and severally, fully and unconditionally, guaranteed the  
$550 million 9% Senior Subordinated Notes due 2009 ("the Notes"), issued by     
Willis Corroon Corporation.                                                     

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARIES 

NOTES TO CONDENSED FINANCIAL STATEMENTS 
(IN MILLIONS OF POUNDS STERLING)
(UNAUDITED) (CONTINUED) 

NOTE 6--WILLIS CORROON CORPORATION AND WILLIS CORROON PARTNERS (CONTINUED)      

   Willis Corroon Corporation prepares its financial information in accordance
with U.K. GAAP. Summarized financial information under U.K. GAAP relating to    
Willis Corroon Corporation is as follows:                                       

                                                        [Enlarge/Download Table]

                                                                             THREE MONTHS ENDED        SIX MONTHS     
                                                                                  JUNE 30,           ENDED JUNE 30,   
                                                                            --------------------  --------------------
                                                                                                                      
                                                                              1999       1998       1999       1998   
                                                                            ---------  ---------  ---------  ---------
Total operating revenues...................................................      85.2       77.4      173.3      158.4
Operating income/(loss)....................................................      (1.5)       4.6        4.6        9.1
Net income.................................................................       0.9        0.8        2.0        1.7
                                                                                  ---        ---  ---------  ---------
                                                                                  ---        ---  ---------  ---------

                                                        [Enlarge/Download Table]

                                                                                       JUNE 30,    DECEMBER 31, 
                                                                                         1999          1998     
                                                                                       ---------  --------------
                                                                                                                
Current assets........................................................................   1,911.4       1,806.5  
Fixed assets..........................................................................      67.5          59.9  
                                                                                       ---------       -------  
                                                                                         1,978.9       1,866.4  
                                                                                       ---------       -------  
                                                                                       ---------       -------  
Current liabilities...................................................................   1,855.5       1,756.5  
Noncurrent liabilities................................................................      41.8          35.8  
Shareholders' equity..................................................................      81.6          74.1  
                                                                                       ---------       -------  
                                                                                         1,978.9       1,866.4  
                                                                                       ---------       -------  
                                                                                       ---------       -------  

Willis Corroon Group has not presented separate financial statements for
Willis Corroon Corporation because management has determined that such          
information is not material to holders of the Notes.                            

 Willis Corroon Partners, formed on November 11, 1998, has no assets other
than the capital stock of Willis Corroon Corporation and conducts no business   
other than the holding of such capital stock.                                   

Willis Corroon Group has not presented separate financial statements or 
summarized financial information for Willis Corroon Partners because management 
has determined that such information is not material to holders of the Notes.   

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARIES 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 

RESULTS OF OPERATIONS 

OPERATING RESULTS                                                               

  The insurance marketplace is still competitive. There are signs of premium
rates firming in certain parts of the world but there is still a lot of capacity
in the U.S. markets.                                                            

Commissions and fees increased by 7.7% in the second quarter of 1999 to 
L168.2 million and by 6.7% to L361.6 million for the first six months when      
compared with the corresponding periods of 1998. These increases were primarily 
attributable to the acquisition of Gruppo Ital Brokers in Italy and the         
increased investment in our Spanish operation, both of which occurred in the    
third quarter of 1998. The impact of foreign currency exchange rates on         
commissions and fees was a favorable L3.0 million for the second quarter and a  
favorable L3.7 million for the first six months of 1999 when compared with the  
corresponding periods of 1998.                                                  

 Interest and investment income arising from fiduciary funds in the second
quarter and first six months decreased marginally as a result of lower          
prevailing interest rates in both the U.K. and the U.S. when compared to the    
corresponding periods in 1998.                                                  

   Total operating revenues increased by 7.0% in the second quarter of 1999 to
L178.3 million and by 6.2% in the first six months to L381.3 million compared to
the respective periods last year. The increases were attributable to the        
increase in commissions and fees.                                               

OPERATING EXPENSES                                                              

  Total operating expenses increased by 6.1% to L188.4 million in the second
quarter of 1999 and by 8.3% to L360.3 million in the first six months when      
compared to the corresponding periods in 1998. A further provision of L15.0     
million was made in the second quarter 1999 relating to the costs of redress and
administration of the review of personal pension plans sold between 1988 and    
1994. This was in addition to the L25 million provided in the second quarter    
1998 and reflects expected higher cost of redress as a consequence of falling   
U.K. interest rates. There is still considerable uncertainty as to the ultimate 
exposure as this is subject to a number of variable factors, including among    
others, the effect of future changes in financial and other assumptions as      
prescribed by the U.K. regulator.                                               

  After adjusting operating expenses for the Italian and Spanish investments
as if those investments had occurred on January 1, 1998 and excluding the       
increase in the pensions review provision and non-recurring fees written off in 
connection with the refinancing of the Group's debt, operating expenses were    
6.9% higher than in the second quarter of 1998 and 4.7% higher than in the first
six months of 1998. The increase is partly due to the acceleration of costs in  
connection with the change program. The impact of foreign currency exchange     
rates was an unfavorable L3.0 million.                                          

ASSOCIATES                                                                      

The Group's share of income before taxation from associates increased by
16.7% to L0.7 million in the second quarter of 1999 and by 29.2% to L9.3 in the 
first six months of 1999 when compared to the corresponding periods in 1998. The
increases were mainly because of the increased investment in Jaspers Wuppesahl  
at the beginning of 1999 and the profits of Assurandorgruppen, an investment    
made in September 1998.                                                         

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARIES 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 

RESULTS OF OPERATIONS (CONTINUED) 

INCOME BEFORE TAXATION                                                          

The loss before tax was L7.8 million for the second quarter of 1999 and 
income before tax for the first six months of 1999 was L32.1 million compared   
with a loss before tax of L39.2 million for the second quarter of 1998 and      
income before tax of L3.9 million for the first six months of 1998. After       
adjusting for the non-recurring refinancing fees referred to above, the increase
in the pensions review provision arising in the second quarters of both 1999 and
1998 and the closure of PLUM in 1998, income before taxation was L8.1 million   
for the second quarter and L51.2 million for the first six months of 1999       
compared with L13.8 million and L56.9 million for the respective periods in     
1998.                                                                           

TAXATION                                                                        

The tax charge for the six months was L11.3 million compared with L13.3 
million for the corresponding period in 1998. The forecast tax rate on the      
underlying profits of the business for the whole year is expected to be         
approximately 24% compared to 37% last year. The reduction in the overall rate  
is a result of relief for expenditure incurred in 1999 against provisions in    
made in 1998 and tax efficiencies.                                              

LIQUIDITY AND CAPITAL RESOURCES                                                 

The Group's cash and liquid resources, net of loans and overdrafts,     
increased to L668.3 million at June 30, 1999 from L486.5 million at December 31,
1998. On February 2, 1999, the loan of $575 million drawn under the Subordinated
Bridge Facility was refinanced by the issue of $550 million of 9% Senior        
Subordinated Notes due 2009.                                                    

    On February 3, 1999, an interest-free convertible loan of L92.9 million from
the Company's parent company was converted into 46,464,949 ordinary shares of   
the Company.                                                                    

    In addition to the Senior Subordinated Notes the company has loan facilities
of $587.5 million of which $150.0 million was unused at June 30, 1999.          

    Capital expenditure, primarily on computer systems, was L12.8 million in the
first six months of 1999 compared with L14.9 million in the first six months of 
1998.                                                                           

ACQUISITIONS AND DISPOSALS                                                      

   In the second quarter of 1999 the Group disposed of its interest in KSA, an
underwriting agency based in the Netherlands realizing a profit on disposal of  
L0.5 million. During the first six months the Group increased its holding in    
Jaspers Wuppesahl Industrie Assekuranz GmbH & Co. KG. by 14.6% to 44.6%.        

DIFFERENCES BETWEEN U.K. GAAP AND U.S. GAAP                                     

   Net income under U.K. GAAP for the six months and second quarter ended June
30, 1999 of L19.6 million and a net loss of L8.4 million, respectively, compares
with net income under U.S. GAAP of L16.8 million and a net loss of L5.4 million,
respectively. The principal differences relate to the additional pensions review
provision of L15.0 million which was charged to income under U.K. GAAP but      
which, following the acquisition of the Company by Trinity Acquisition plc      
("Trinity"), has been accounted for under U.S. GAAP as a fair value adjustment  
in the financial statements of Trinity and the resulting additional goodwill    
pushed down to the Company. An increase in pension liabilities of L12.1 million 
in                                                                              

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARIES 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 

RESULTS OF OPERATIONS (CONTINUED) 

connection with an early retirement window offered to certain U.S. employees was
charged to income under U.S. GAAP but under U.K. GAAP was set against the       
pension plan surplus. Details of the reconciling differences are given in Note 5
of Notes to the Condensed Financial Statements.                                 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                      

There have been no material changes in either the second quarter or the 
first six months of 1999.                                                       

YEAR 2000                                                                       

   The 'year 2000 problem' relates to computer systems that are designed using
two digits, rather than four, to represent a given year. Therefore, such systems
may recognize '00' as the year 1900 rather than 2000, possibly resulting in     
major systems failures or miscalculations and causing disruptions to the        
Company's operations. Also, the Company's operation could be disrupted by reason
of any failure by its clients, insurance carriers or other third parties with   
whom it conducts business to achieve their own year 2000 compliance in a timely 
fashion.                                                                        

  The Company has conducted a review of its computer systems to identify the
systems that could be affected by the year 2000 problem and are nearing         
completion of a plan to be year 2000 compliant prior to December 31, 1999. As   
part of the program, the Company retained outside consultants, who, working with
its information technology staff, have tested computer systems and identified   
problem areas. The Company does not expect to exceed the L4.2 million budget for
expenditures related to its year 2000 compliance program.                       

   The Company is developing business continuity plans aimed at minimizing the
impact of unforeseen problems during the year-end transition period (December   
31, 1999 to January 2, 2000). All business critical applications are being      
tested for compliance in a simulated year 2000 environment. The Company is      
continuing to monitor suppliers regarding product viability. Discussions on year
2000 readiness are underway with its strategic insurers. The Company has        
received inquiries from its clients regarding its year 2000 efforts and it is   
likely that its clients will require the Company to confirm that it is year 2000
compliant substantially in advance of December, 31 1999.                        

The Company is dependent on a variety of third parties with which it has
business relationships, including electrical power, telephone, water, and other 
necessary utilities. It is not aware currently of any material non-compliance by
these parties that will materially affect its business operations; however the  
Company does not control these systems and cannot assure that they will be      
converted in a timely fashion. While the Company believes that it is taking     
appropriate steps to achieve its year 2000 compliance in a timely fashion, there
can be no assurance that its computers, or those of third parties with whom it  
conducts business, will be year 2000 compliant prior to December 31, 1999, or   
that the costs incurred will not materially exceed amounts budgeted.            

The Company's planning for year 2000 compliance also covers contingency 
planning to handle the most reasonably likely worst-case scenario. Its          
contingency plans cover the potential risks to its information technology       
infrastructure, fuel supplies for uninterrupted power supply generators,        
building control systems, desk top systems, business critical systems and       
interfaces with banks and the London insurance market. Compliance testing of the
Company's contingency plans for interfaces with the London insurance market is  
required by the Company's regulator and testing was successfully completed by   
the target date of June 30, 1999. There will be a monitoring review during      
October 1999.                                                                   

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARIES 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 

RESULTS OF OPERATIONS (CONTINUED) 

FORWARD LOOKING INFORMATION                                                     

    Forward-looking statements in this quarterly report are made pursuant to the
safe-harbor provisions of the Securities Litigation Reform Act of 1995 including
Section 21E(c) of the Securities Exchange Act of 1934. Such statements should be
taken as the informed perspective of senior management of the Company on        
possible future performance. Actual results could differ materially from        
management's expectations because of many reasons, including continued          
deterioration of the rating environment in the insurance markets; loss of major 
accounts; regulatory and competitive conditions; unexpected liabilities; further
consolidation among insurance markets or major insurance brokers; or fluctuation
of exchange rates and interest rates.                                           

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HEAD OFFICE OF WILLIS CORROON GROUP 

Ten Trinity Square
London EC3P 3AX 

HEAD OFFICE OF WILLIS CORROON CORPORATION 

26 Century Boulevard
P.O. Box 305026 
Nashville, TN 37214 

AUDITORS TO WILLIS CORROON GROUP

Ernst & Young 
Rolls House 
7 Rolls Buildings 
Fetter Lane 
London EC4A 1NH 

TRUSTEE AND EXCHANGE AGENT

The Bank of New York
101 Barclay Street
New York, New York 10286

LISTING AGENT 

Kredietbank S.A. Luxembourgeoise
43, Boulevard Royal 
L-2955 Luxembourg 

LEGAL ADVISERS TO WILLIS CORROON GROUP

                                                                [Download Table]
                                              
      AS TO U.S. LAW         AS TO ENGLISH LAW
Simpson Thacher & Bartlett    Clifford Chance 
                               200 Aldersgate 
   425 Lexington Avenue            Street     
    New York, NY 10017        London EC1A 4JJ 

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$550,000,000                                                                    

WILLIS CORROON CORPORATION                                                      

OFFER TO EXCHANGE ALL OUTSTANDING 9% SENIOR SUBORDINATED                        
NOTES DUE 2009 FOR 9% SENIOR SUBORDINATED NOTES DUE 2009,                       
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933                     

UNCONDITIONALLY GUARANTEED ON A SENIOR SUBORDINATED BASIS BY WILLIS CORROON     
GROUP LIMITED AND WILLIS CORROON PARTNERS                                       

UNTIL NOVEMBER 16, 1999 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE EXCHANGE NOTES, WHETHER OR NOT            
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.    
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN   
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR           
SUBSCRIPTIONS.                                                                  

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PART II 
INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

     English law does not permit a company to indemnify a director or an
officer of the company against any liability which by virtue of any rule of law 
would otherwise attach to him in respect of negligence, default, breach of duty 
or breach of trust of which he may be guilty in relation to the company except  
liability incurred by such director or officer in defending any legal proceeding
(whether civil or criminal) in which judgement is given in his favor or in which
he is acquitted or in certain instances where, although he is liable, a court   
finds that such director or officer acted honestly and reasonably and that      
having regard to all the circumstances he ought fairly to be excused and relief 
is granted by the court.                                                        

     The Articles of Association of Willis Corroon Group Limited provide
that, subject to the restrictions referred to in the immediately preceding      
paragraph, Willis Corroon Group Limited may indemnify each of its directors and 
officers or those of its subsidiaries against all costs, charges, losses,       
expenses and liabilities incurred by him in the actual or purported execution   
and/or discharge of his duties and/or the exercise or purported exercise of his 
powers and/or otherwise in relation to or in connection with his duties, power  
or office including (without prejudice to the generality of the foregoing) any  
liability incurred by him in defending any proceedings, civil or criminal, which
relate to anything done or omitted or alleged to have been done omitted by him  
as an officer of Willis Corroon Group Limited and in which judgement is given in
his favor (or the proceedings are otherwise disposed of without any finding or  
admission of any material breach of duty on his part) or in which he is         
acquitted or in connection with any application under any statute for relief    
from liability in respect of any such act or omission in which relief is granted
to him by the court                                                             

  Pursuant to the Companies Act of 1985, as amended, companies may
purchase and maintain liability insurance for directors and officers. Willis    
Corroon Group Limited currently maintains liability insurance for the directors 
and officers of TA I Limited and of its subsidiaries (which includes Willis     
Corroon Group Limited) to the extent authorized by English law and their        
governing instruments. Such insurance does not cover any dishonest, fraudulent  
or criminal act or omission by the directors and officers of Willis Corroon     
Group Limited.                                                                  

  Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers as well as     
other employees and individuals against expenses (including attorneys' fees),   
judgments, lines, and amounts paid in settlement in connection with specified   
actions, suits or proceedings, whether civil, criminal, administrative, or      
investigative (other than action by or in the right of the corporation a        
"derivative action"), if they acted in good faith and in a manner they          
reasonably believed to be in or not opposed to the best interests of the        
corporation and, with respect to any criminal action or proceedings, had no     
reasonable cause to believe their conduct was unlawful. A similar standard is   
applicable in the case of derivative actions, except that indemnification only  
extends to expenses (including attorneys' fees) incurred in connection with the 
defense or settlement of such actions, and the statute requires court approval  
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation.                                       

    Such 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be    
personally liable to the corporation or its stockholders for monetary damages   
for breach of fiduciary duties as a director, except for liability (i) for any  
transaction from which the director derives an improper personal benefit, (ii)  
for acts or omissions not in good faith or that involve international misconduct
or a knowing violation of law, (iii) for improper payment of dividends or       
redemptions of shares, or (iv) for any breach of a director's duty of loyalty to
the company or                                                                  

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its stockholders. Article Thirteen of Willis Corroon Corporation's Amended      
Certificate of Incorporation includes such a provision.                         

         The directors and officers of Willis Corroon Corporation are covered by
the liability insurance for directors' and officers' maintained by Willis       
Corroon Group Limited.                                                          

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                             

(a) Exhibits                                                  

                                                        [Enlarge/Download Table]

EXHIBIT NO.  DESCRIPTION OF EXHIBIT                                                                               
-----------  -----------------------------------------------------------------------------------------------------
                                                                                                                  

      *2.1   Master Acquisition Agreement, dated October 13, 1998, among Willis Corroon Group plc, Willis Corroon 
               Europe B.V., Tolbert Insurance & Finance B.V., UTA Willis Corroon S.p.A., Saint Gallen S.r.l.,     
               Olimpia S.r.l., Ital Brokers Holding S.p.A., and ARCEF N.V.                                        

      *2.2   Stock Purchase Agreement, dated September 28, 1998, between Assurandrgruppen A/S and Willis Corroon  
               Europe B.V.                                                                                        

      *2.3   WIFA Share Sale Agreement, dated August 4, 1997, between Willis Corroon Limited and Willis National  
               Holdings Limited, including Side Agreement, dated December 11, 1998                                

      *2.4   ANIFA Share Sale Agreement, dated August 4, 1997, between Abbey National Independent Consulting Group
               Limited and Willis National Holdings Limited, including Side Agreement, dated December 11, 1998    

      *2.5   Framework Agreement, dated January 28, 1998, for the Merger of the limited partnership Jaspers       
               Industrie Assekuranz GmbH & Co. KG and the general partnership C. Wuppesahl & Co. Assekuranzmakler 

      *2.6   Purchase and Transfer Agreement, dated January 27, 1998, concerning shares in Industrie-Assekuranz   
               GmbH and Jaspers Industrie Assekuranz GmbH & Co. KG between Alexander & Alexander International    
               Inc., Achtundsechzigste Verwaltungsgesellschaft Dammtor mbH, and Willis Corroon Group plc          

      *2.7   Transfer of Shares, dated January 22, 1998, of Industrie-Assekuranz GmbH into Jaspers Industrie      
               Assekuranz GmbH & Co. KG                                                                           

      *2.8   Merger Contract, dated March 17, 1998, between Jaspers Industrie Assekuranz GmbH & Co. KG and C.     
               Wuppesahl & Co. Assekuranzmakler                                                                   

      *2.9   Purchase and Sales Agreement, dated January 27, 1998, on the acquisition of limited partner shares in
               Jaspers Wuppesahl Industrie Assekuranz GmbH & Co. KG among Ms. Irene Koenig, Ms. Doris Ballauff,   
               Mr. Michael Emken, C. Wuppesahl Management GmbH, C. Wuppesahl, 68. Verwaltungsgesellschaft Dammtor 
               mbH, and Willis Corroon GmbH                                                                       

     *2.10   Purchase and Sales Agreement dated January 22, 1998 between Deutsche Bank Aktiengesellschaft, Willis 
               Corroon GmbH and Willis Corroon Group plc in respect of a limited partnership interest of 14.6% in 
               Jaspers Wuppesahl Industrie Assekuranz GmbH & Co. KG.                                              

     *2.11   Agreement, dated July 23, 1997, among Assurances Generales de France IART, UAP Incendie-Accidents,   
               Athena, Gras Savoye Euro Finance S.A., Mr. Emmanuel Gras, Mr. Patrick Lucas, Mr. Daniel Naftalski, 
               Willis Corroon Group plc, Willis Corroon Europe B.V., and Gras Savoye & Cie, along with Amendment  
               No. 1 thereto, dated December 11, 1997, and Addendum thereto dated July 23, 1997                   

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EXHIBIT NO.  DESCRIPTION OF EXHIBIT                                                                               
-----------  -----------------------------------------------------------------------------------------------------
                                                                                                                  
     *2.12   Sale and Purchase Agreement, dated October 20, 1997, among Willis Corroon Group plc, Acegiant        
               Limited, Willis Corroon Group Services Limited and Willis Faber & Dumas (Agencies) Limited         

      *3.1   Amended Certificate of Incorporation of Willis Corroon Corporation                                   

      *3.2   By-laws of Willis Corroon Corporation                                                                

      *3.3   Partnership Agreement of Willis Corroon Partners                                                     

      *3.4   Memorandum and Articles of Association of Willis Corroon Group Limited                               

      *4.1   Indenture, dated February 2, 1999, among Willis Corroon Corporation, as issuer, Willis Corroon       
               Partners and Willis Corroon Group Limited, as guarantors, and The Bank of New York, as trustee     

      *4.2   Form of 9% Senior Subordinated Notes due 2009 (the "Exchange Note") (Included as part of Exhibit 4.1 
               hereto)                                                                                            

      *4.3   Exchange and Registration Rights Agreement, dated February 2, 1999, among Willis Corroon Corporation,
               Willis Corroon Partners, Willis Corroon Group Limited, Chase Securities Inc. and Chase Manhattan   
               International Limited                                                                              

     **5.1   Opinion of Simpson Thacher & Bartlett as to the legality of the securities being registred hereby    

     **5.2   Opinion of Steven Hutchings, head of Willis Corroon Group's U.K. legal & risk management department  

     **8.1   Opinion of Simpson Thacher & Bartlett as to material U.S. federal income tax matters                 

     *10.1   Purchase Agreement, dated January 28, 1999, among Willis Corroon Corporation, Willis Corroon         
               Partners, Willis Corroon Group Limited, Chase Securities Inc. and Chase Manhattan International    
               Limited                                                                                            

     *10.2   Credit Agreement, dated as of July 22, 1998, and amended and restated as of September 1, 1998,       
               September 25, 1998 and February 19, 1999 and amended as of October 28, 1998, among Willis Corroon  
               Corporation, as borrower, Willis Corroon Group Limited and Trinity Acquisition plc, as guarantors, 
               the lenders thereunder and The Chase Manhattan Bank, as administrative agent and collateral agent  

     *10.3   Master Shareholders' Agreement, dated October 13, 1998, among Willis Corroon Group plc, Willis       
               Corroon Europe B.V., Tolbert Insurance & Finance B.V., Saint Gallen S.r.l., Olimpia S.r.l., Ital   
               Brokers Holding S.p.A., ARCEF Holding N.V., and the Directors (as defined therein)                 

     *10.4   Shareholders' Agreement, dated September 28, 1998, among Willis Corroon Europe B.V. and the Current  
               Shareholders (as defined therein) (relating to the Assurandrgruppen merger)                        

     *10.5   Shareholders' Agreement, dated August 4, 1997, among Abbey National plc, Willis Corroon Group plc,   
               and Willis National Holdings Limited, as supplemented on December 11, 1998                         

     *10.6   Shareholders' Agreement, dated July 15, 1998, between Willis Corroon Europe B.V., Jaime Castellanos  
               Borrego, Antonio Serrats Iriarte and Pedro Cardelus Munoz-Seca                                     

     *10.7   Shareholders' Agreement, dated December 17, 1998, among Willis Corroon AB, Mr. Staffan Larsson and   
               Mr. Tomas Larsson                                                                                  

     *10.8   1998 Share Purchase and Option Plan for Key Employees of TA I Limited                                

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EXHIBIT NO.  DESCRIPTION OF EXHIBIT                                                                               
-----------  -----------------------------------------------------------------------------------------------------
                                                                                                                  
     *10.9   Guarantee by Willis Corroon Group Limited of pension scheme of John Reeve                            

    *10.10   Guarantee by Willis Corroon Group Limited of pension plan of Kenneth Pinkston                        

    *10.11   Guarantee by Willis Corroon Group Limited of pension plan of Brian Johnson                           

    *10.12   TA I Limited Zero Cost Share Option Scheme                                                           

     *12.1   Computation of ratio of earnings to fixed charges                                                    

     *21.1   List of subsidiaries of Willis Corroon Group Limited                                                 

    **23.1   Consents of Simpson Thacher & Bartlett (Included as part of Exhibit 5.1 and Exhibit 8.1 hereto)      

    **23.2   Consent of Steven Hutchings (Included as part of Exhibit 5.2 hereto)                                 

    **23.3   Consent of Ernst & Young                                                                             

     *24.1   Powers of Attorney                                                                                   

     *25.1   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York, as  
               Trustee                                                                                            

     *99.1   Form of Letter of Transmittal                                                                        

     *99.2   Form of Notice of Guaranteed Delivery                                                                

------------------------                                                        

*   Previously filed.                                                           

**  Filed herewith.                                                             

(b) Financial Statement Schedules                             

                                                        [Enlarge/Download Table]

                                                                                                PAGE   
                                                                                                -----  
                                                                                                       
Report of Independent Auditors on Schedule.....................................................     S-1

Schedule II--Valuation and Qualifying Accounts.................................................     S-2

ITEM 22. UNDERTAKINGS                                                           

         (a) Insofar as indemnification for liabilities arising under Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the foregoing provisions, or otherwise, the          
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses  
incurred or paid by a director, officer or controlling person of the registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Act and will be governed by the final adjudication of
such issue.                                                                     

     (b) The undersigned registrant hereby undertakes: (i) to respond to
requests for information that is incorporated by reference into the prospectus  
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of   
receipt of such request, and to send the incorporated documents by first class  
mail or other equally prompt means and (ii) to arrange or provide for a facility
in the U.S. for the purpose of responding to such requests. The undertaking in  
subparagraph (i) above includes                                                 

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information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.           

(c) The undersigned registrant hereby undertakes:             

           (1) To file, during any period in which offers or sales are
    being made, a post-effective amendment to this registration statement:

                       (i) to include any prospectus required by Section
10(a)(3) of the Securities Act              

                           (ii) to reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                (or the most recent post-effective amendment thereof) which,
             individually or in the aggregate, represent a fundamental
           change in the information set forth in the registration
             statement. Notwithstanding the foregoing, any increase or
                 decrease in volume of securities offered (if the total dollar
               value of securities offered would not exceed that which was
                 registered) and any deviation from the low or high end of the
                 estimated maximum offering range may be reflected in the form
            of prospectus filed with the Commission pursuant to Rule
                424(b) if, in the aggregate, the changes in volume and price
             represent no more that a 20 percent change in the maximum
             aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration
statement; and                              

                    (iii) to include any material information with
                respect to the plan of distribution not previously disclosed
                in the registration statement or any material change to such
information in the registration statement;  

                (2) That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to be
      a new registration statement relating to the securities offered therein,
    and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;                           

            (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
the termination of the offering; and                              

          (4) To file a post-effective amendment to the registration
    statement to include any financial statements required by Rule 3-19 at
    the start of any delayed offering or throughout a continuous offering.

        (d) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction and the     
company being acquired involved therein, that was not the subject of and        
included in the registration statement when it became effective.                

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SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant guarantor has duly caused this amendment to the Registration     
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of London, Country of England, on August 16, 1999.      

                                                                [Download Table]
                                              
WILLIS CORROON GROUP LIMITED                  

BY:  /S/ THOMAS COLRAINE                      
     -----------------------------------------
     NAME: THOMAS COLRAINE                    
     TITLE:  GROUP FINANCE DIRECTOR           

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the Registration Statement has been signed on August 16, 1999 
by or on behalf of the following persons in the capacities indicated with the   
registrant.                                                                     

                                                                [Download Table]

          SIGNATURE                        TITLE           
------------------------------  ---------------------------
                                                           
                                Executive Chairman;        
              *                   Director                 
------------------------------    (Principal Executive     
          John Reeve              Officer)                 

                                Chief Executive of Global  
                                  Specialties; Executive   
              *                   responsible for          
------------------------------    discontinued U.K.        
    Richard J. S. Bucknall        underwriting activities; 
                                  Director                 

                                Group Finance Director;    
              *                   Director                 
------------------------------    (Principal Financial and 
       Thomas Colraine            Accounting Officer)      

              *                 Executive responsible for  
------------------------------    North American Retail;   
       Brian D. Johnson           Director                 

              *                 Managing Partner of Gras   
------------------------------    Savoye; Director         
        Patrick Lucas                                      

                                Chairman of U.K. Retail and
              *                   Executive responsible for
------------------------------    Willis Corroon           
       George F. Nixon            International            
                                  Holdings-Europe; Director

              *                 Chairman of Willis Faber   
------------------------------    Re; Director             
        John M. Pelly                                      

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          SIGNATURE                        TITLE           
------------------------------  ---------------------------
                                                           
                                Group Executive Director   
                                  responsible for North    
              *                   American Retail, U.S.    
------------------------------    Wholesale, Asia-Pacific  
     Kenneth H. Pinkston          and rest of the world;   
                                  Director                 

                                                                [Download Table]
                                                          
*By:     /s/ MICHAEL P.                                   
             CHITTY                                       
      --------------------                                
       Michael P. Chitty                                  
        ATTORNEY-IN-FACT                                  

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AUTHORIZED REPRESENTATIVE 

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the Registration Statement has been signed below in the City  
of Nashville, State of Tennessee on August 16, 1999 by the undersigned as the   
duly authorized representative of WILLIS CORROON GROUP LIMITED in the United    
States.                                                                         

                                                                [Download Table]
                                         
           /s/ BART R. SCHWARTZ          
-----------------------------------------
             BART R. SCHWARTZ            

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SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant guarantor has duly caused this amendment to the Registration     
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, on August 16, 1999.                                                 

                                                                [Download Table]
                                              
WILLIS CORROON PARTNERS                       
BY: WILLIS CORROON GROUP LIMITED, ITS GENERAL 
PARTNER                                       

BY:  /S/ THOMAS COLRAINE                      
     -----------------------------------------
     NAME: THOMAS COLRAINE                    
     TITLE:  GROUP FINANCE DIRECTOR           

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the Registration Statement has been signed on August 16, 1999 
by or on behalf of the following persons in the capacities indicated with the   
general partner of registrant.                                                  

                                                                [Download Table]

          SIGNATURE                       TITLE           
-----------------------------  ---------------------------
                                                          
                               Executive Chairman;        
              *                  Director                 
-----------------------------    (Principal Executive     
         John Reeve              Officer)                 

                               Chief Executive of Global  
                                 Specialties; Executive   
              *                  responsible for          
-----------------------------    discontinued U.K.        
   Richard J. S. Bucknall        underwriting activities; 
                                 Director                 

                               Group Finance Director;    
              *                  Director                 
-----------------------------    (Principal Financial and 
       Thomas Colraine           Accounting Officer)      

              *                Executive responsible for  
-----------------------------    North American Retail;   
      Brian D. Johnson           Director                 

              *                Managing Partner of Gras   
-----------------------------    Savoye; Director         
        Patrick Lucas                                     

                               Chairman of U.K. Retail and
              *                  Executive responsible for
-----------------------------    Willis Corroon           
       George F. Nixon           International            
                                 Holdings-Europe; Director

              *                Chairman of Willis Faber   
-----------------------------    Re; Director             
        John M. Pelly                                     

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          SIGNATURE                       TITLE           
-----------------------------  ---------------------------
                                                          
                               Group Executive Director   
                                 responsible for North    
              *                  American Retail, U.S.    
-----------------------------    Wholesale, Asia-Pacific  
     Kenneth H. Pinkston         and rest of the world;   
                                 Director                 

                                                                [Download Table]
                                                                
*By:    /s/ MICHAEL P. CHITTY                                   
      -------------------------                                 
          Michael P. Chitty                                     
          ATTORNEY-IN-FACT                                      

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SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant issuer has duly caused this amendment to the Registration        
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, on August 16, 1999.                                                 

                                                                [Download Table]
                                              
WILLIS CORROON CORPORATION                    

BY:  /S/ BART R. SCHWARTZ                     
     -----------------------------------------
     NAME: BART R. SCHWARTZ                   
     TITLE: SENIOR VICE PRESIDENT & GENERAL   
     COUNSEL                                  

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the Registration Statement has been signed on August 16, 1999 
by or on behalf of the following persons in the capacities indicated with the   
registrant.                                                                     

                                                                [Download Table]

          SIGNATURE                       TITLE           
-----------------------------  ---------------------------
                                                          
                               Group Executive Director   
                                 responsible for North    
                                 American Retail, U.S.    
              *                  Wholesale, Asia-Pacific  
-----------------------------    and rest of the world;   
     Kenneth H. Pinkston         Director                 
                                 (Principal Executive     
                                 Officer)                 

              *                Executive responsible for  
-----------------------------    North American Retail;   
      Brian D. Johnson           Director                 

                               Senior Vice President;     
              *                  Director of Finance and  
-----------------------------    Administration; Director 
     Charles D. Hamilton         (Principal Financial and 
                                 Accounting Officer)      

    /s/ BART R. SCHWARTZ       Senior Vice President;     
-----------------------------    Corporate Secretary and  
      Bart R. Schwartz           General Counsel; Director

                               Senior Vice President;     
              *                  Director of Human        
-----------------------------    Resources, North America;
         Kim Windrow             Director                 

                                                                [Download Table]
                                                                
*By:    /s/ BART R. SCHWARTZ                                    
      -------------------------                                 
          Bart R. Schwartz                                      
          ATTORNEY-IN-FACT                                      

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WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

REPORT OF INDEPENDENT AUDITORS ON SCHEDULE

         We have audited the consolidated financial statements of Willis Corroon
Group Limited at December 31, 1997 and 1998 and for the years ended December 31,
1996 and 1997, and the periods January 1 to September 1, 1998 and September 2 to
December 31, 1998, and have issued our report thereon dated March 15, 1999. Our 
audits also included the financial statement schedule listed in Item 21(b) of   
this Registration Statement. This schedule is the responsibility of the         
Company's management. Our responsibility is to express an opinion based on our  
audits.                                                                         

     In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole, 
presents fairly in all material respects the information set forth therein.     

                                                       Ernst & Young

London, England                                                                 
March 15, 1999                                                                  

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                                                                     SCHEDULE II

WILLIS CORROON GROUP LIMITED AND SUBSIDIARY COMPANIES 

VALUATION AND QUALIFYING ACCOUNTS 

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                                                                 ADDITIONS        ADDITIONS                                   
                                                BALANCE AT      CHARGED TO       CHARGED TO                       BALANCE AT  
                                                 BEGINNING       COSTS AND          OTHER                           END OF    
DESCRIPTION                                      OF PERIOD       EXPENSES         ACCOUNTS        DEDUCTIONS        PERIOD    
---------------------------------------------  -------------  ---------------  ---------------  ---------------  -------------
                                                                                                                              
Year ended December 31, 1996                                                                                                  
  Provision for bad and doubtful debts.......         26.9             0.8             (1.3)(a)         (7.8)           18.6  
                                                       ---             ---              ---              ---             ---  
Year ended December 31, 1997                                                                                                  
  Provision for bad and doubtful debts.......         18.6            (4.0)                             (3.0)           11.6  
                                                       ---             ---              ---              ---             ---  
January 1 to September 1, 1998                                                                                                
  Provision for bad and doubtful debts.......         11.6             1.5                              (0.5)           12.6  
                                                       ---             ---              ---              ---             ---  
September 2 to December 31, 1998                                                                                              
  Provision for bad and doubtful debts.......         12.6            (0.4)             0.1(a)          (0.5)           11.8  

------------------------------                                                  

(a) Exchange adjustments                                                        

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 EXHIBIT                                                                                                          
   NO.                                             DESCRIPTION OF EXHIBIT                                         
---------  -------------------------------------------------------------------------------------------------------
                                                                                                                  
    *2.1   Master Acquisition Agreement, dated October 13, 1998, among Willis Corroon Group plc, Willis Corroon   
           Europe B.V., Tolbert Insurance & Finance B.V., UTA Willis Corroon S.p.A., Saint Gallen S.r.l., Olimpia 
           S.r.l., Ital Brokers Holding S.p.A., and ARCEF N.V.                                                    
    *2.2   Stock Purchase Agreement, dated September 28, 1998, between Assurandrgruppen A/S and Willis Corroon    
           Europe B.V.                                                                                            
    *2.3   WIFA Share Sale Agreement, dated August 4, 1997, between Willis Corroon Limited and Willis National    
           Holdings Limited, including Side Agreement, dated December 11, 1998                                    
    *2.4   ANIFA Share Sale Agreement, dated August 4, 1997, between Abbey National Independent Consulting Group  
           Limited and Willis National Holdings Limited, including Side Agreement, dated December 11, 1998        
    *2.5   Framework Agreement dated January 28, 1998 for the Merger of the limited partnership Jaspers Industrie 
           Assekuranz GmbH & Co. KG and the general partnership C. Wuppesahl & Co. Assekuranzmakler               
    *2.6   Purchase and Transfer Agreement dated January 27, 1998 concerning shares in Industrie-Assekuranz GmbH  
           and Jaspers Industrie Assekuranz GmbH & Co. KG between Alexander & Alexander International Inc.,       
           Achtundsechzigste Verwaltungsgesellschaft Dammtor mbH, and Willis Corroon Group plc                    
    *2.7   Transfer of Shares dated January 22, 1998 of Industrie-Assekuranz GmbH to the Limited Partnership in   
           the firm Jaspers Industrie Assekuranz GmbH & Co. KG                                                    
    *2.8   Merger Contract, dated March 17, 1998, between Jaspers Industrie Assekuranz GmbH & Co. KG and C.       
           Wuppesahl & Co. Assekuranzmakler                                                                       
    *2.9   Purchase and Sales Agreement, dated January 27, 1998, on the acquisition of limited partner shares in  
           Jaspers Wuppesahl Industrie Assekuranz GmbH & Co. KG, among Ms. Irene Koenig, Ms. Doris Ballauff, Mr.  
           Michael Emken, C. Wuppesahl Management GmbH, C. Wuppesahl, 68. Verwaltungsgesellschaft Dammtor mbH, and
           Willis Corroon GmbH                                                                                    
    *2.10  Purchase and Sales Agreement dated January 22, 1998 between Deutsche Bank Aktiengesellschaft, Willis   
           Corroon GmbH and Willis Corroon Group plc in respect of a limited partnership interest of 14.6% in     
           Jaspers Wuppesahl Industrie Assekuranz GmbH & Co. KG                                                   
    *2.11  Agreement, dated July 23, 1997, among Assurances Generales de France IART, UAP Incendie-Accidents,     
           Athena, Gras Savoye Euro Finance S.A., Mr. Emmanuel Gras, Mr. Patrick Lucas, Mr. Daniel Naftalski,     
           Willis Corroon Group plc, Willis Corroon Europe B.V., and Gras Savoye & Cie, along with Amendment No. 1
           thereto, dated December 11, 1997, and Addendum thereto dated July 23, 1997                             
    *2.12  Sale and Purchase Agreement, dated October 20, 1997, among Willis Corroon Group plc, Acegiant Limited, 
           Willis Corroon Group Services Limited, and Willis Faber & Dumas (Agencies) Limited                     
    *3.1   Amended Certificate of Incorporation of Willis Corroon Corporation                                     
    *3.2   By-laws of Willis Corroon Corporation                                                                  
    *3.3   Partnership Agreement of Willis Corroon Partners                                                       
    *3.4   Memorandum and Articles of Association of Willis Corroon Group Limited                                 
    *4.1   Indenture, dated February 2, 1999, among Willis Corroon Corporation, as issuer, Willis Corroon Partners
           and Willis Corroon Group Limited, as guarantors, and The Bank of New York, as trustee                  
    *4.2   Form of 9% Senior Subordinated Notes due 2009 (the "Exchange Note") (Included as part of Exhibit 4.1   
           hereto)                                                                                                

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 EXHIBIT                                                                                                          
   NO.                                             DESCRIPTION OF EXHIBIT                                         
---------  -------------------------------------------------------------------------------------------------------
    *4.3   Exchange and Registration Rights Agreement, dated February 2, 1999, among Willis Corroon Corporation,  
           Willis Corroon Partners, Willis Corroon Group Limited, Chase Securities Inc. and Chase Manhattan       
           International Limited                                                                                  
                                                                                                                  
   **5.1   Opinion of Simpson Thacher & Bartlett as to the legality of the securities being registered hereby     
   **5.2   Opinion of Steven Hutchings, head of Willis Corroon Group's U.K. legal & risk management department    
   **8.1   Opinion of Simpson Thacher & Bartlett as to material U.S. federal income tax matters                   
   *10.1   Purchase Agreement, dated January 28, 1999, among Willis Corroon Corporation, Willis Corroon Partners, 
           Willis Corroon Group Limited, Chase Securities Inc. and Chase Manhattan International Limited          
   *10.2   Credit Agreement, dated as of July 22, 1998, and amended and restated as of September 1, 1998,         
           September 25, 1998 and February 19, 1999 and amended as of October 28, 1998, among Willis Corroon      
           Corporation, as borrower, Willis Corroon Group Limited and Trinity Acquisition plc, as guarantors, the 
           lenders thereunder and The Chase Manhattan Bank, as administrative agent and collateral agent          
   *10.3   Master Shareholders' Agreement, dated October 13, 1998, among Willis Corroon Group plc, Willis Corroon 
           Europe B.V., Tolbert Insurance & Finance B.V., Saint Gallen S.r.l., Olimpia S.r.l., Ital Brokers       
           Holding S.p.A., ARCEF Holding N.V., and the Directors (as defined therein)                             
   *10.4   Shareholders' Agreement, dated September 28, 1998, among Willis Corroon Europe B.V. and the Current    
           Shareholders (as defined therein) (relating to the Assurandrgruppen merger)                            
   *10.5   Shareholders' Agreement, dated August 4, 1997, among Abbey National plc, Willis Corroon Group plc, and 
           Willis National Holdings Limited, as supplemented on December 11, 1998                                 
   *10.6   Shareholders' Agreement, dated July 15, 1998, between Willis Corroon Europe B.V., Jaime Castellanos    
           Borrego, Antonio Serrats Iriarte and Pedro Cardelus Munoz-Seca                                         
   *10.7   Shareholders' Agreement, dated December 17, 1998, among Willis Corroon AB, Mr. Staffan Larsson and Mr. 
           Tomas Larsson                                                                                          
   *10.8   1998 Share Purchase and Option Plan for Key Employees of TA I Limited                                  
   *10.9   Guarantee by Willis Corroon Group Limited of pension scheme of John Reeve                              
   *10.10  Guarantee by Willis Corroon Group Limited of pension plan of Kenneth Pinkston                          
   *10.11  Guarantee by Willis Corroon Group Limited of pension plan of Brian Johnson                             
   *10.12  TA I Limited Zero Cost Share Option Scheme                                                             
   *12.1   Computation of ratio of earnings to fixed charges                                                      
   *21.1   List of subsidiaries of Willis Corroon Group Limited                                                   
  **23.1   Consents of Simpson Thacher & Bartlett (Included as part of Exhibit 5.1 and Exhibit 8.1 hereto)        
  **23.2   Consent of Steven Hutchings (Included as part of Exhibit 5.2 hereto)                                   
  **23.3   Consent of Ernst & Young                                                                               
   *24.1   Powers of Attorney                                                                                     
   *25.1   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York, as    
           Trustee                                                                                                
   *99.1   Form of Letter of Transmittal                                                                          
   *99.2   Form of Notice of Guaranteed Delivery                                                                  

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*  Previously filed                                                           

**  Filed herewith