FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 4th, 2010 • Willis Group Holdings LTD • Insurance agents, brokers & service • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Willis North America Inc., a Delaware corporation (“Willis US”), and (“Indemnitee”).
FORM OF DEED OF INDEMNITYDeed of Indemnity • January 4th, 2010 • Willis Group Holdings LTD • Insurance agents, brokers & service
This Deed of Indemnity (this “Deed”) is made as of ______ by and between Willis Group Holdings Public Limited Company, an Irish public limited company (the “Company”), and ______ (“Indemnitee”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 4th, 2010 • Willis Group Holdings LTD • Insurance agents, brokers & service • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of November 18, 2009 (this “Amendment”), is entered into among WILLIS NORTH AMERICA INC., a Delaware corporation (the “Borrower”), WILLIS GROUP HOLDINGS LIMITED, an exempted company under the Companies Act 1981 of Bermuda (the “Parent”), the other Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
WILLIS GROUP HOLDINGS 2001 SHARE PURCHASE AND OPTION PLAN (AS AMENDED AND RESTATED ON DECEMBER 30, 2009 BY WILLIS GROUP HOLDINGS LIMITED AND AS AMENDED AND RESTATED AND ASSUMED BY WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY ON DECEMBER 31, 2009)...Option Agreement • January 4th, 2010 • Willis Group Holdings LTD • Insurance agents, brokers & service
THIS OPTION AGREEMENT (this “Agreement”), effective as of is made by and between Willis Group Holdings Public Limited Company, and any successor thereto, hereinafter referred to as the “Company” and the individual (the “Optionee”) who has duly completed, executed and delivered the Option Acceptance Form, a copy of which is set out in Schedule A attached hereto and deemed to be a part hereof; if applicable and the Agreement of Restrictive Covenants and Other Obligations, a copy of which is set out in Schedule C attached hereto and deemed to be a part hereof.
GUARANTY AGREEMENT dated as of October 1, 2008 among WILLIS NORTH AMERICA INC., WILLIS GROUP HOLDINGS LIMITED, THE OTHER GUARANTORS IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Administrative AgentGuaranty Agreement • January 4th, 2010 • Willis Group Holdings LTD • Insurance agents, brokers & service • New York
GUARANTY AGREEMENT (this “Guaranty Agreement”) dated as of October 1, 2008, among WILLIS NORTH AMERICA INC. (the “Borrower”), WILLIS GROUP HOLDINGS LIMITED (the “Parent”), the other Guarantors (as defined below) and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”).
SUPPLEMENT TO GUARANTY AGREEMENTGuaranty Agreement • January 4th, 2010 • Willis Group Holdings LTD • Insurance agents, brokers & service
This SUPPLEMENT TO GUARANTY AGREEMENT (this “Supplement”) is entered into among the Borrower (defined below), the Administrative Agent (defined below) and the New Guarantor (defined below) as of December 31, 2009, as a supplement to that certain Guaranty Agreement dated as of October 1, 2008 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”) among WILLIS NORTH AMERICA INC., a Delaware corporation (the “Borrower”), WILLIS GROUP HOLDINGS LIMITED, an exempted company under the Companies Act 1981 of Bermuda (“WGHL” or, subject to substitution thereof in accordance with Section 10.20 of the Credit Agreement (defined below), the “Parent”), each Subsidiary constituting a “Guarantor” thereunder as of date hereof (each of WGHL and each such Subsidiary, individually, a “Guarantor” and collectively, the “Guarantors”) and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).
December 4, 2009 Joseph J. Plumeri c/o Willis of New York, Inc. One World Financial Center 200 Liberty Street New York, New York 10281 Dear Mr. Plumeri:Employment Agreement • January 4th, 2010 • Willis Group Holdings LTD • Insurance agents, brokers & service
Reference is made to that certain Employment Agreement (as amended, the “Agreement”), dated February 29, 2008 and as amended on December 31, 2008, by and between Willis North America, Inc. (“Willis-N.A.”), Willis Group Holdings Limited, a Bermuda exempted company (the “Willis Group”) and Joseph J. Plumeri (the “Executive” or “you”). As you know, through a scheme of arrangement under Bermuda law and related transactions, the Willis group is changing its parent company from Willis Group to Willis Group Holdings plc, an Irish public limited company (“Willis-Ireland”) (together with the other transactions contemplated thereby to create a new entity, the “Redomestication”). This letter agreement (this “Letter”) is being delivered to memorialize the understanding between Willis-N.A., Willis Group and you with respect to your Agreement and equity awards as a result of the Redomestication. By executing this Letter as provided below, the undersigned hereby agree as follows:
WILLIS GROUP HOLDINGS 2008 SHARE PURCHASE AND OPTION PLAN (AS AMENDED AND RESTATED ON DECEMBER 30, 2009 BY WILLIS GROUP HOLDINGS LIMITED AND AS AMENDED AND RESTATED AND ASSUMED BY WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY ON DECEMBER 31, 2009)...Restricted Share Units Award Agreement • January 4th, 2010 • Willis Group Holdings LTD • Insurance agents, brokers & service
THIS RESTRICTED SHARE UNITS AWARD AGREEMENT (this “Agreement”), effective as of is made by and between Willis Group Holdings Public Limited Company and any successor thereto, hereinafter referred to as the “Company”, and the individual (the “Associate”) who has duly completed, executed and delivered the Award Acceptance Form, a copy of which is set out in Schedule A attached hereto and deemed to be part hereof and, if applicable and the Agreement of Restrictive Covenants and Other Obligations, a copy of which is set out in Schedule C attached hereto and deemed to be a part hereof.
