Exhibit 10.9


                       ALEXANDER & ALEXANDER SERVICES INC.


                              NON-EMPLOYEE DIRECTOR
                        DEFERRED STOCK OWNERSHIP PROGRAM
                  (AMENDED AND RESTATED AS OF AUGUST 18, 1995)


1.   PURPOSE.


This Non-Employee Director Deferred Stock Ownership Program (the "Plan") is
intended to attract and retain the services of experienced and knowledgeable
directors of Alexander & Alexander Services Inc. (the "Company") for the benefit
of the Company and its shareholders and to provide such directors an economic
interest in the Company's Common Stock, $1.00 par value (the "Common Stock") on
a tax deferred basis, thereby creating a long term mutuality of interest between
such directors and stockholders.

2.   ELIGIBILITY.


Each director of the Company who is not otherwise an employee of the Company or
a subsidiary (each, an "Eligible Director") shall be a beneficiary under a
grantor trust established by the Company, the assets of which shall be subject
to the claims of the Company's creditors in the event of its bankruptcy or
insolvency (the "Company Trust"). The interest of an Eligible Director as a
beneficiary of the Company Trust shall be subject to the terms and conditions
set forth in this Plan, as incorporated into the trust agreement governing the
Company Trust (the "Trust Agreement").

3.   ADMINISTRATION.


The Plan shall be administered by the Board of Directors of the Company (the
"Board"); provided that the Plan is intended to qualify for the exemption
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available under Rule 16b-3 ("Rule 16b-3"), as promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the
"1934 Act"), with respect to awards made pursuant to a formula set forth in the
plan and shall be administered so as to comply with the requirements of Rule
16b-3. Subject to the express provisions of the Plan, the Board shall have
plenary authority to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to it, to determine the terms and provisions of the
independent directors' fees made pursuant to the Plan and to make all other
determinations necessary or advisable for the administration of the Plan. The
Board's determinations of the matters referred to in this Paragraph 3 shall be
conclusive. No member of the Board shall be held liable for 


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any action taken in the administration of the Plan, unless such action involves 
willful misconduct by such member, and each member of the Board shall be 
indemnified and held harmless by the Company for all actions taken in the proper
administration of the Plan.

4.   AMOUNT OF ANNUAL FEE AND EXPENSES.


The Annual Fee payable to each Eligible Director who serves as a director for
the entire period between two Annual Meetings of Stockholders for services as an
Eligible Director (the "Annual Fee") shall be $40,000 or such greater or lesser
amount as the Board shall determine from time to time by resolution. The Annual
Fee is intended to compensate an Eligible Director for attendance at meetings of
and other services to the Board and any committees of the Board. In addition to
the Annual Fee, Eligible Directors will be reimbursed for reasonable
out-of-pocket expenses incurred in the performance of their service in that
capacity, in accordance with the Company's policy on expense reimbursements.

To the extent that an Eligible Director does not serve as a director for the
entire period between two Annual Meetings of Stockholders, the Annual Fee shall
be adjusted to reflect only the period for which such Eligible Director was a
director.

5.   CONTRIBUTIONS IN RESPECT OF THE ANNUAL FEE.


Except as expressly provided below, no portion of the Annual Fee shall be paid
directly to an Eligible Director. Instead, the Company shall contribute shares
of Common Stock to the Company Trust to be credited to the account of the
Eligible Director. The amount of Common Stock representing the Annual Fee shall
be calculated in accordance with paragraph 12 below and shall be credited to
each Eligible Director's account under the Company Trust, one half on the date
of each Annual Meeting of Stockholders and one half on the date six months
thereafter. Any Eligible Director elected to the Board at a time other than at
an Annual Meeting of Stockholders shall have credited to his or her account
under the Company Trust the amount of Common Stock equal to the pro rata portion
of the Annual Fee for the period from his or her election to the next regularly
scheduled semi-annual payment. The contribution to be made for the period
between the effective date of this Plan and the Annual Meeting of Stockholders
for 1995 shall be determined by multiplying the Annual Fee by a fraction, the
numerator of which is the number of days in 1995 occurring on or prior to such
Annual Meeting of Stockholders and the denominator of which is 365. All
contributions to the Company Trust shall be made as soon as practicable
following the date on which each contribution amount is determined.
Notwithstanding anything else contained herein to the contrary, in the event an
Eligible Director has an immediate personal tax liability under the Plan with
respect to contributions made hereunder, the Eligible Director will receive a
cash payment in an amount equal to the tax liability, and the amount of Common

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Stock to be contributed to the Company Trust in respect of such Eligible
Director shall be reduced by a like amount.



6.   CONVERSION OF NON-EMPLOYEE DIRECTOR RETIREMENT PLAN.


In connection with the termination of the Non-Employee Director Retirement Plan
(the "Retirement Plan"), the Company shall make an additional contribution to
the Company Trust in respect of certain Eligible Directors, as determined
pursuant to this Section 6. For each Eligible Director in office on December 31,
1994, who, as of such date, (i) had completed sufficient service to be entitled
to receive the maximum benefit under such Retirement Plan, the Company shall
contribute Common Stock having a value as of such date equal to the present
value of such accrued maximum retirement benefit (the "Present Value") or (ii)
had completed at least 75% of the service required to be fully vested in such
Present Value but had not become fully vested, the Company shall contribute
Common Stock having a value as of such date equal to two-thirds of the Present
Value. No contribution shall be made hereunder for any other Eligible Director
by reason of the termination of the Retirement Plan. Notwithstanding the
foregoing, in the event an Eligible Director has an immediate personal tax
liability by reason of the contribution to the Company Trust to be made
hereunder, the Eligible Director will receive a cash payment in an amount equal
to the tax liability and the amount of Common Stock to be contributed to the
Company Trust in respect of an Eligible Director shall be reduced by a like
amount.

7.   TRANSFERS FROM STOCK ACCOUNTS.


Each Eligible Director may, by not less than six months' advance written notice
given during any of the four quarterly ten business day periods commencing on
the third business day following the release of quarterly or annual financial
earnings, direct the Trustee of the Company Trust to sell any shares of Common
Stock credited to his or her account that were contributed to the Company Trust
more than one year prior to the effective date of any such sale direction.
Notwithstanding anything contained herein to the contrary, no direction to sell
any shares of Common Stock held in the Company Trust shall be effected if such
sale would subject the Eligible Director to liability under Section 16 of the
1934 Act.

8.   INVESTMENT OF ACCOUNTS.


In the event that an Eligible Director directs the Trustee to sell all Common
Stock pursuant to Section 7 hereof, the proceeds of such sale and all amounts
attributable thereto shall be invested under the Company Trust by the Trustee or
a professional 


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investment manager appointed by the Company and held for the
benefit of such Eligible Director until distributed in accordance with the Plan.

9.   DISTRIBUTIONS FOLLOWING CESSATION OF BOARD MEMBERSHIP.

Except as otherwise provided in Section 10 below, no shares of Common Stock or
other assets shall be distributed from an Eligible Director's account under the
Company Trust prior to the latter of (i) the cessation of such Eligible
Director's Board membership or (ii) if the first anniversary of the date the
corresponding shares of Common Stock are contributed to the Company Trust (such
latter date hereafter called the "Distribution Date"). Each Eligible Director
may elect, by written notice to the Company delivered not later than December 31
of the calendar year preceding the calendar year in which the Distribution Date
occurs, whether such shares of Common Stock or other assets, as the case may be,
shall be distributed to the Eligible Director (or, in the event of his or her
death, to his or her designated beneficiary) in a single lump sum or in a number
of annual installments not to exceed ten. Any such distribution election shall
be subject to such terms and conditions as the Board shall otherwise deem
necessary or appropriate.

If an Eligible Director elects installment payments, the first such installment
shall be payable as soon as practicable after the Distribution Date with each
subsequent installment to be made as soon as practicable after the anniversary
date of such first installment. The amount of each such installment shall be
equal to the value of any such Common Stock and any such other assets held for
the benefit of such Eligible Director on the date the installment is payable
divided by the number of installments (including the current installment)
remaining to be paid. All installment payments shall be made in cash or property
other than securities of the Company.

In the event of an Eligible Director's death, any shares of Common Stock or
other assets credited to an Eligible Director's account under the Company Trust
shall be distributed to such Eligible Director's designated beneficiary as soon
as practicable following the cessation of his or her services as a director.

10.  HARDSHIP WITHDRAWALS.


Upon a finding by the Company's Chief Executive Officer that an Eligible
Director who has requested a withdrawal of all or a portion of the amount
credited his or her account under the Company Trust needs such withdrawal to
satisfy an immediate financial need, the Chief Executive Officer may permit the
distribution to the Eligible Director of up to that amount credited to the
Eligible Director's account under the Company Trust in assets other than Common
Stock which is required to satisfy such financial needs.


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11.  RIGHTS AS STOCKHOLDERS.

The rights of Eligible Directors with respect to shares of Common Stock
contributed by the Company to the Trust, including without limitation the right
to vote, dispose of, pledge, assign, transfer, bequeath by will or receive
dividends or other distributions upon such shares, shall be determined in
accordance with the Plan. Nothing in the Plan shall confer on any individual any
right to continue as a director of the Company or interfere in any way with the
right of the Company to terminate the Plan participant's service as a director
at any time.


12.  VALUATION OF COMMON STOCK.

The number of shares of the Common Stock to be credited to an Eligible
Director's account in the Company Trust as of each installment contribution
under Section 5 and with respect to any contribution required to be made under
Section 6, shall be determined by dividing (i) in the case of contributions made
pursuant to Section 5, the portion of the Annual Fee being satisfied by such
installment by the mean of the high and low sales prices of the Common Stock on
the New York Stock Exchange on the date on which an installment payment is
required to be made (or the next preceding date on which trading occurred if
there was no trading on such date), or (ii) in the case of a contribution made
pursuant to Section 6, the portion of the Present Value being contributed by the
mean of the high and low sales prices of the Common Stock on the New York Stock
Exchange on December 31, 1994. In the event that the Common Stock is no longer
traded on the New York Stock Exchange at the date of any installment payment,
then the Board shall establish the price of the Common Stock at the fair market
value determined under Treasury Regulation Section 20.2031-2.

13.  Stock Subject to the Plan.

There are reserved for issuance under the Plan 160,000  shares of the authorized
and unissued  shares of the Common Stock.

14.  Adjustments Upon Changes in Capitalization.

Notwithstanding any other provision of the Plan, the number and class of shares
held pursuant to the Trust Agreement shall be proportionately adjusted in the
event of changes in the outstanding Common Stock by reason of stock dividends,
stock splits, recapitalizations, mergers, consolidations, combinations or
exchanges of shares, split-ups, split-offs, spin-offs, liquidations or other
similar changes in capitalization, or any distribution to common stockholders
other than cash dividends and, in the event of any such change in the
outstanding Common Stock, the aggregate number and class 


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of shares available under the Plan shall be appropriately adjusted by the
Board. The Board's determination of any adjustment shall be conclusive.

15.  AMENDMENT AND TERMINATION.


Unless the Plan shall theretofore have been terminated as hereinafter provided,
the Plan shall terminate on the date of the Annual Meeting of Stockholders in
2005. The Plan may be terminated, modified or amended by the Board of Directors,
provided that (i) in no event shall the provisions of the Plan relating to the
determination of the number of shares to be credited to an Eligible Director
hereunder, the eligibility of Eligible Directors, the distribution of amounts
from the Company Trust or the investment of assets held under the Company Trust
be amended more frequently than once every six months and (ii) no amendment
shall become effective without the approval of the Company's shareholders, if
such approval is required to continue to qualify the Plan for the exemption
provided under Rule 16b-3. 

16. WITHHOLDING.


Unless other arrangements satisfactory to the Board are made to satisfy any such
obligation, upon the distribution from the Company Trust to an Eligible Director
the Company shall have the right to retain without notice sufficient amounts to
cover the amount of any tax required by any government to be withheld or
otherwise deducted and paid with respect to such distribution from the Company
Trust.

17.  LIMITATIONS ON LIABILITY.


Neither the establishment of the Plan nor any modification thereof, nor the
creation of any account under the Trust Agreement, nor the payment of any
benefits, shall be construed as giving to any participant or other person any
legal or equitable right against the Company (or any person connected
therewith), except as provided by law or by any Plan provision. Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a fiduciary relationship between the Company
(or any person connected therewith) and any participant or other person. In no
event shall the Company (or any person connected therewith) be liable to any
person for the failure of any participant or other person to be entitled to any
particular tax consequences with respect to the Plan or any contribution thereto
or distribution therefrom.

18.  CONSTRUCTION.


The Plan is intended to be exempt from ERISA and, if any provision of the Plan
is subject to more than one interpretation or construction, such ambiguity shall
be resolved in favor of that interpretation or construction which is consistent
with the Plan being so exempted. In case any provision of the Plan shall be held
to be illegal or void, such illegality or invalidity shall not affect the 
remaining provisions of the Plan,


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 but shall be fully severable, and the Plan
shall be construed and enforced as if said illegal or invalid provisions had
never been inserted herein. For all purposes of the Plan, where the context
admits, words in the masculine gender shall include the feminine and neuter
genders, the singular shall include the plural, and the plural shall include the
singular. Headings of Paragraphs are inserted only for convenience of reference
and are not to be considered in the construction of the Plan. Except to the
extent preempted by the laws of the United States of America, the laws of the
State of Maryland shall govern, control and determine all questions arising with
respect to the Plan and the interpretation and validity of its respective
provisions.

19.  SPENDTHRIFT PROVISION.


No amount payable under the Plan will, except as otherwise specifically provided
by law, be subject in any manner to anticipation, alienation, attachment,
garnishment, sale, transfer, assignment (either at law or in equity), levy,
execution, pledge, encumbrance, charge or any other legal or equitable process,
and any attempt to do so will be void; nor will any benefit be in any manner
liable for or subject to the debts, contracts, liabilities, engagements or torts
of the person entitled thereto. The foregoing shall not preclude any arrangement
for: (i) the withholding of taxes from Plan benefit payments, (ii) the recovery
by the Plan of overpayments of benefits previously made to a participant, or
(iii) the direct deposit of benefit payments to an account in a banking
institution (if not part of an arrangement constituting an assignment or
alienation).

In the event that any participant's benefits are garnished or attached by order
of any court, the Company may bring an action for a declaratory judgment in a
court of competent jurisdiction to determine the proper recipient of the
benefits to be paid by the Plan. During the pendency of said action, any
benefits that become payable shall be paid into the court as they become
payable, to be distributed by the court to the recipient it deems proper at the
close of said action.

20.  EFFECTIVENESS OF THE PLAN.


The Plan is effective as of January 1, 1995, subject to the approval of the Plan
at the next Annual Meeting of Shareholders.




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