EXHIBIT 10.10

                      ALEXANDER & ALEXANDER SERVICES INC.

                 PERFORMANCE BONUS PLAN FOR EXECUTIVE OFFICERS



                                   ARTICLE I
                                    PURPOSE

        The purpose of the Alexander & Alexander Services Inc. Performance
Bonus Plan for Executive Officers (the "Plan") is to enable the Company to
recruit and retain qualified executive officers by paying them, upon the
attainment of performance criteria established in accordance with the Plan,
intive compensation up to the maximum amount that may be paid under the
Plan, including that portion of the bonus paid in the form of restricted stock
under the Company's Bonus Equity Plan.

        The Plan is intended, among other things, to address the limitations
under Section 162(m) of the Internal Revenue Code of 1986, as amended, on the
deductibility of certain compensation in excess of $1 million per year paid by
the Company to those executive officers of the Company who, on the last day of
the Company's fiscal year, are (a) the Chief Executive Officer and (b) other
executive officers covered by Section 162(m).

                                   ARTICLE II
                                  DEFINITIONS

        The following words and phrases shall have the meanings indicated for
purposes of the Plan, unless the context clearly indicates otherwise:

(a)  AVERAGE TOTAL CAPITAL shall mean the sum of (A) short-term debt and the
     current portion of long-term debt, (B) long-term debt, and (C) total
     stockholders' equity, such sum to be averaged over the period beginning
     with the end of the previous Bonus Year and including each of the first
     three financial quarters of the current Bonus Year and the end of the
     current Bonus Year, respectively, each amount as disclosed in the
     Consolidated Balance Sheets in the Company's Annual and Quarterly Reports
     for the relevant periods.

(b)  AVERAGE TOTAL STOCKHOLDERS' EQUITY shall mean the total stockholders'
     equity of the Company averaged over the period beginning with the end of
     the previous Bonus Year and including each of the first three financial
     quarters of the current Bonus Year and the end of the current Bonus Year,
     respectively, all as disclosed in the Consolidated Balance Sheets in the
     Company's Annual and Quarterly Reports for the relevant periods.

(c)  BEP shall mean the Company's Bonus Equity Plan, as the same shall be in
     effect from time to time.

(d)  BEP STOCK VALUE shall mean the discounted value, determined in accordance
     with the terms of the BEP, of the shares of the Company's common stock
     awarded to any Covered Employee in respect of a Bonus Award.

(e)  BOARD shall mean the Board of Directors of the Company.

(f)  BONUS AWARD shall mean the amount of bonus compensation payable to any
     Covered Employee for each Bonus Year, whether payable in cash or in
     restricted stock under the BEP.

(g)  BONUS YEAR shall mean a calendar year.

(h)  CASH FLOW shall mean the sum of (a) net cash provided (used) by operating
     activities (excluding amounts, if any, attributable to discontinued
     operations and changes in accounting), and (b) net 


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     purchases of property and equipment, all amounts as disclosed in the
     Consolidated Statement of Cash Flows in the Company's Annual Report 
     for the Bonus Year.

(i)  CHIEF EXECUTIVE OFFICER shall mean the Chief Executive Officer of the
     Company or the individual acting in such capacity.

(j)  COMMITTEE shall mean the Compensation, Benefits and Nominating Committee
     of the Board, or any similar committee thereof comprised of at least two
     Outside Directors.

(k)   COMPANY shall mean Alexander & Alexander Services Inc.

(l)  COVERED EMPLOYEE shall mean the Chief Executive Officer and each of those
     other executive officers of the Company who, on the last day of the Bonus
     Year, are "covered employees" within the meaning of Section 162(m).

(m)  EARNINGS PER SHARE shall mean net income per share available for Common
     Shareholders of the Company's common stock, as disclosed in the
     Consolidated Statement of Operations in the Company's Annual Report for
     the Bonus Year.

(n)  INCOME FROM CONTINUING OPERATIONS shall mean the consolidated income from
     continuing operations of the Company, as disclosed in the Consolidated
     Statement of Operations in the Company's Annual Report for the Bonus Year.

(o)  OPERATING INCOME shall mean the operating income of the Company, as
     disclosed in the Consolidated Statement of Operations in the Company's
     Annual Report for the Bonus Year.

(p)  SPECIFIED BONUS AWARD shall mean the target Bonus Award payable to each
     Covered Employee in the event that certain specified Performance Goals are
     met.

(q)  VARIABLE BONUS AWARD shall mean incentive compensation over and above the
     Specified Bonus Award payable to a Covered Employee in the event that the
     Performance Goals related thereto are met.

(r)  OUTSIDE DIRECTOR shall mean a member of the Board who is an "outside
     director" as that term is defined under Section 162(m).

(s)  PERFORMANCE GOALS shall mean the financial measurements of performance
     that must be met in order for a Covered Employee to receive a Bonus Award.

(t)  RETURN ON CAPITAL shall mean the earnings (loss) available for common
     shareholders (as disclosed in the Consolidated Statement of Operations in
     the Company's Annual Report for the Bonus Year) divided by the Average
     Total Capital.

(u)  RETURN ON EQUITY shall mean the earnings (loss) available for common
     shareholders (as disclosed in the Consolidated Statement of Operations in
     the Company's Annual Report for the Bonus Year) divided by the Average
     Total Stockholders' Equity.

(v)  SECTION 162(M) shall mean Section 162(m) of the Internal Revenue Code of
     1986, as amended, and the regulations and rules issued thereunder.

                                  ARTICLE III
                           ADMINISTRATION OF THE PLAN

        SECTION 3.1 The Plan shall be administered by the Committee. If,
however, the Committee shall fail to be composed solely of Outside Directors,
then those members of the Committee that are Outside Directors shall act as the
Committee.

        SECTION 3.2 The Plan shall be interpreted and construed in accordance
with Section 162(m). Any specific action by the Committee that would cause any
Bonus Award to fail to be deductible under Section 162(m) shall be void.
Otherwise, the Committee shall have full and 


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exclusive authority, power and discretion to construe and interpret the Plan 
(subject to the advice of appropriate legal counsel with respect to any question
of law), and generally to determine any and all questions arising under the 
Plan, including the sole authority to establish Performance Goals and to 
determine whether any Bonus Award is payable solely in cash or partly in 
cash and partly in BEP stock. The Committee shall have the authority to 
reduce the Bonus Award of any Covered Employee earned under this Plan, 
or any portion thereof, even if the Performance Goals that would provide 
the maximum amount of such Bonus Award have been met. The Committee shall
not, however, have any authority hereunder to increase the amount of any 
Bonus Award calculated in accordance with the Plan.

        SECTION 3.3 The Committee shall certify to the Company in writing that
any applicable Performance Goals have been met before any amounts are paid in
respect of Bonus Awards under the Plan. If permitted under Section 162(m), such
certification may be based upon reasonably estimated financial information
available prior to the end of the Bonus Year.

                                   ARTICLE IV
                 CALCULATION OF BONUS AMOUNTS FOR COVERED EMPLOYEES

        SECTION 4.1 Each Covered Employee shall be eligible to receive a
Specified Bonus Award under the Plan, as more fully described in Section 4.2.
In addition, each Covered Employee who receives a Specified Bonus Award for a
given Bonus Year shall also be eligible to receive a Variable Bonus Award, as
more fully described in Section 4.3. Payment in respect of any Bonus Award
shall be made either in cash or in a combination of cash and restricted shares
of the Company's common stock issued under the BEP, provided that in no event
shall more than 50% of any Bonus Award be paid in shares of BEP stock. The
total Bonus Award paid to any Covered Employee in respect of a Specified Bonus
Award and a Variable Bonus Award for any Bonus Year shall not exceed the sum of
$5 million plus the excess, if any, of (a) the fair market value of any shares
of BEP stock on the date the Committee certifies that the applicable
Performance Goals have been met, over (b) the BEP Stock Value of such shares of
BEP stock. The amount payable in respect of a Bonus Award shall be paid as soon
as practicable following the certification described in Section 3.3 above,
subject to the Committee's discretion in Section 3.2 to reduce the amount of
any Bonus Award.

        SECTION 4.2 A Specified Bonus Award shall be paid to a Covered Employee
if one or both of the following Performance Goals, established by the Committee
in accordance with Section 162(m), is achieved: (a) a specified amount of
Income from Continuing Operations as of the end of the Bonus Year or a
specified minimum increase in such income as compared to the end of the prior
Bonus Year; or (b) a specified amount of Operating Income for the Bonus Year.
Subject to the limitations contained in Section 4.1, the maximum Specified
Bonus Award that each Covered Employee shall be entitled to receive and the
actual Performance Goals for each Bonus Year shall be determined by the
Committee in writing at the beginning of the Bonus Year within the time
required under Section 162(m).

        SECTION 4.3 The amount of any Variable Bonus Award that may be payable
to any Covered Employee for a particular Bonus Year shall be based on such
Covered Employee's achievement of one or more additional Performance Goals
established by the Committee for such Covered Employee. These additional
Performance Goals shall relate to any one or more of the following financial
measurements as each relates to the Company and its consolidated subsidiaries
or, with respect to 4.3(a) or (b), as such measurement relates to any one or
more of the Company's operating units: (a) Return on Capital; (b) Return on
Equity; (c) Earnings per Share; (d) Cash Flow and (e) an increase in Operating
Income above the amount specified under Section 4.2(b). Different Variable
Bonus Award Performance Goals may be established for each Covered Employee. The
amount of each Covered Employee's Variable Bonus Award may be expressed as a
formula 


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pursuant to which additional amounts may be paid for incremental
increases in actual performance against a stated Performance Goal.

        SECTION 4.4 In the event that any person who was a Covered Employee at
the end of the prior Bonus Year, is not a Covered Employee at the conclusion of
the current Bonus Year, the Specified and Variable Bonus Award Performance
Goals and maximum Bonus Award applicable to such person shall be applicable to
the executive officer who replaces him or her as a Covered Employee for such
Bonus Year. In any year in which there is a change in more than one Covered
Employee, the determination as to which executive officer replaces which prior
Covered Employee shall be made on the basis of the salary payable for such
Bonus Year, so that the new Covered Employee with the greatest amount of salary
replaces the prior Covered Employee having the greatest amount of salary for
the prior Bonus Year and so on, except that any new Chief Executive Officer
(who was not also a Covered Employee as of the end of the last Bonus Year)
shall replace the person who was the Chief Executive Officer at the end of the
prior Bonus Year. Nothing in this Section 4.4 shall be construed to change the
Performance Goals and maximum Bonus Award for any Bonus Year with respect to
any person who was a Covered Employee for both the prior and the current Bonus
Years.

        SECTION 4.5 The Committee may defer to a succeeding year payment of any
portion (up to $1 million) of a Bonus Award which may be payable to a Covered
Employee for a particular Bonus Year. Payment of such deferred award may be
conditioned upon such terms as the Committee shall determine, including the
achievement of extraordinary performance by such Covered Employee.


                                   ARTICLE V
                          CHANGE OF MEASUREMENT PERIOD

        If permitted by Section 162(m), the Committee may establish a
measurement period for determining the achievement of any Performance Goal
other than the Bonus Year if the Committee concludes that such alternative
measurement period is appropriate under the circumstances. Any such change must
be made before the new measurement period begins. In such event, all relevant
criteria will be based upon the books and records of the Company for the
specified measurement period in a manner consistent with the terms of the Plan.

                                   ARTICLE VI
                       STOCKHOLDER APPROVAL AND AMENDMENT

        SECTION 6.1 This Plan shall become effective as of January 1, 1995,
subject, however, to the approval of the Company's stockholders at the 1995
Annual Meeting of the Stockholders of the Company.

        SECTION 6.2 The Plan may be amended at any time by the Committee, which
shall act in accordance with Section 3.1 of the Plan. In the event that Section
162(m) is modified or interpreted in a manner which causes the Plan to fail to
provide for the deductibility of compensation payable hereunder, the Committee
shall retain the right to modify the Plan for Covered Employees to the extent
necessary to bring any provisions hereof into compliance, including but not
limited to deletion of any non-conforming provisions, or to discontinue the
Plan altogether. No amendment shall be made without approval of the
stockholders of the Company if such approval is required in order for the Plan
to continue to meet the requirements of Section 162(m).


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