EXHIBIT 3.0
                             SECRETARY'S CERTIFICATE


         I, the undersigned, Secretary of Alexander & Alexander Services Inc., a
corporation organized under the laws of the State of Maryland, DO HEREBY CERTIFY
that at a meeting of the Board of Directors of said corporation duly held on the
24th day of October, 1995, a quorum being present, the following resolution was
duly adopted and has not been modified or rescinded, and is now in full force
and effect; and that the same is not in contravention of or in conflict with the
By-Laws of Charter or Articles of Incorporation and is in accord therewith and
pursuant thereto:

         WHEREAS, the Board deems it appropriate to make certain amendments to
         Article III of the By-Laws providing for the position of Senior
         Executive Vice President;

         NOW, THEREFORE, BE IT

         RESOLVED, that Sections 1 and 8 or Article III of the By-Laws of the
         Company are amended as shown in the attachment to the minutes marked
         "Amendment to By-Laws."

         I DO FURTHER CERTIFY that attached hereto and made a part hereof is a
true, complete and correct copy of the attachment referred to in the above 
resolution.

         WITNESS my hand and the seal of said Corporation this 8th day of
November, 1995.

CORPORATE SEAL

                                           /s/    Alice L. Russell
                                           -----------------------
                                                   Secretary




                                       48

<PAGE>


                                                            AMENDMENT TO BY-LAWS

                              ARTICLE III. OFFICERS
                              ---------------------


SECTION 1.  Officers of the Corporation


         The officers of the Corporation (hereinafter in this Article III being
referred to as "officers") may consist of a Chief Executive Officer, a
President, a Chief Financial Officer, one or more Senior Executive Vice
Presidents, one or more Executive Vice Presidents, one or more Senior Vice
Presidents, one or more Vice Presidents, one or more Assistant Vice Presidents,
a Controller, one or more Assistant Controllers, a Treasurer, one or more
Assistant Treasurers, a Secretary, and one or more Assistant Secretaries. All of
said officers shall be elected by the Board of Directors and, except officers
holding contracts for fixed terms, shall hold office only during the pleasure of
the Board or until their successors are chosen and qualify. Any two or more of
the above offices, except those of President and Vice President, may be held by
the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, when such instrument is required to be
executed, acknowledged or verified by any two or more officers. The Chief
Executive Officer and the President may be chosen from among the directors. The
Board of Directors may from time to time appoint such other agents and
employees, with such powers and duties as they may deem proper. In its
discretion, the Board of Directors may leave unfilled any offices except those
of President, Treasury and Secretary.


                                       49
<PAGE>


SECTION 8.  Senior Executive Vice President and Executive Vice President.

         The Senior Executive Vice President or Senior Executive Vice Presidents
shall be vested with all the powers and perform all the duties of the President
in his absence. He or they may sign certificates of stock, and shall perform
such other duties as may be prescribed by the Board of Directors, the Executive
Committee, the Chairman, the Chief Executive Officer or the President. The
Executive Vice President or Executive Vice Presidents shall be vested with all
the powers and perform all of the duties of the Senior Executive Vice President
in his absence, and shall perform such other duties as may be prescribed by the
Board of Directors, the Executive Committee, the Chairman, the Chief Executive
Officer, or the President.


                                       50