EXHIBIT 10.12


                       ALEXANDER & ALEXANDER SERVICES INC.
                        ASSISTANT SECRETARY'S CERTIFICATE
                        ---------------------------------


The undersigned hereby certifies that he is the Senior Vice President, General
Counsel and Assistant Secretary of Alexander & Alexander Services Inc., a
Maryland corporation (the "Company") and that as such he is authorized to
execute and deliver this certificate. The undersigned hereby certifies as
follows:

              Attached hereto as Exhibit A is a true, correct and complete copy
              of resolutions duly adopted by the Board of Directors at a meeting
              duly called and held on August 17, 1995. Such resolutions have not
              been amended or modified, are in full force and effect in the form
              adopted and are the only resolutions adopted by the Board of
              Directors in connection with certain amendments to the Company's
              Employee Discount Stock Purchase Plan.



IN WITNESS WHEREOF, I have signed this certificate






Dated:        March 29, 1996


                                  ALEXANDER & ALEXANDER SERVICES INC.


                           By:    /s/ Albert A. Skwietz, Jr.

                                  Name:   Albert A. Skwiertz, Jr.
                                  Title:  Senior Vice President, General Counsel
                                          and Assistant Secretary





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                              RESOLUTIONS AMENDING

                     THE ALEXANDER & ALEXANDER SERVICES INC.
                      EMPLOYEE DISCOUNT STOCK PURCHASE PLAN
                              AS OF AUGUST 17, 1995



                  RESOLVED, that the Board of Directors of the Company hereby
approves amending the Company's Employee Discount Stock Purchase Plan (the
"Plan") as follows:

                  (a) to delete the third sentence of Section 8.2, which deleted
sentence provided as follows: "A Participant shall not be permitted to pledge,
transfer or sell Shares held in his or her Account until they are issued in
certificate form after expiration of the Minimum Holding Period."; and

                  (b) to delete the second and third sentences of Article I of
the Plan and replace those sentences with the following single sentence: "Such
purchases shall be made from funds accumulated through payroll deductions in
accordance with the provisions of the Plan, which is intended to qualify as an
"Employee Stock Purchase Plan" within the meaning of Section 423 of the Code.";
and

                  (c) to delete the existing Section 2.1(g) and replace it with
the following:

                           (g) EXPIRATION DATE. The last day of any Offering
                           period, as determined pursuant to the Plan and as
                           specified in each Offering. The Expiration Date shall
                           be not later than (i) 27 months from the Commencement
                           Date of any Offering made to Employees of any
                           Subsidiary organized under the laws of any state of
                           the United States or (ii) 60 months from the
                           Commencement Date of any Offering made to Employees
                           of any Subsidiary organized under the laws of any
                           other jurisdiction.