Certificate of Designations of the Series A Preferred Stock

APPENDIX III ARTICLES SUPPLEMENTARY

classifying 6,200,000 shares of Preferred Stock as 8% Series B Cumulative Convertible Preferred Stock of Alexander & Alexander Services Inc.

(Pursuant to Section 2-208 of the Maryland General Corporation Law)

Alexander & Alexander Services Inc., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the "Corporation"), and having its principal office in this State at , hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Pursuant to the authority granted to and vested in the Board of Directors of the Corporation (hereinafter called the "Board of Directors" or the "Board") in accordance with the provisions of Article SIXTH of the Charter of the Corporation (the "Charter"), the Board of Directors, at a meeting duly convened and held on , regarding the sale and issuance by the Corporation of cumulative convertible preferred stock (the "Securities"), adopted resolutions (the "Resolutions") classifying 6,200,000 shares of Preferred Stock of the Corporation into a single series to be designated as "8% Series B Cumulative Convertible Preferred Stock" and setting the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of such shares as follows:

8% Series B Cumulative Convertible Preferred Stock

1. Designation and Amount. There shall be a series of Preferred Stock designated as and the number of shares constituting such series shall be , of which shall be issued initially and the remainder shall be reserved for issuance as dividends pursuant to Section 3 below.

2. Defined Terms. All capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Charter.

3. Dividends. The holders of shares of Series B Convertible Preferred Stock shall be entitled to receive, when, as and if authorized and declared by the Board of Directors out of funds at the time legally available therefor, dividends at the rate of per annum per share, and no more, which shall be fully cumulative, shall accrue without interest and shall be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing .

Any dividend payments made on or prior to December 15, 1996 shall be made in additional shares of Series B Convertible Preferred Stock valued at the liquidation preference of the Series B Convertible Preferred Stock.

Any dividend payments made after December 15, 1996 and on or prior to December 15, 1999 may be made, in the sole discretion of the Board of Directors, either in cash or additional shares.

On and after the earlier of December 16, 1999 or the first date the Corporation pays any dividend in cash, dividends on the Series B Convertible Preferred Stock shall be made only in cash.

4. Liquidation Preference. In the event of a liquidation, dissolution or winding up of the Corporation, the holders of shares of Series B Convertible Preferred Stock shall be entitled to receive an amount equal to the dividends accrued and unpaid on such shares, plus a sum equal to per share, and no more, before any payment shall be made to junior stockholders.

5. Limitation on Share Repurchase. If at any time any dividends on the Series B Convertible Preferred Stock shall be in arrears or the Corporation shall have failed to make any purchase of shares tendered to it pursuant to Section 7, the Corporation shall not repurchase, redeem, retire or otherwise acquire any shares of Junior Dividend Stock or Junior Liquidation Stock except as permitted by the stated exceptions.

6. Redemption at Option of the Corporation. The Series B Convertible Preferred Stock may not be redeemed by the Corporation prior to . Thereafter, the Series B Convertible Preferred Stock may be redeemed at a redemption price per share as follows:

2000: ; 2001: ; 2002: ; 2003:

2004: ; 2005: ; 2006 and thereafter:

7. Repurchase at Option of the Holder. If one or more Special Events shall occur, each holder of shares of Series B Convertible Preferred Stock shall have the right to require the Corporation to purchase all or any part of the shares held by such holder at the applicable repurchase price.

8. Conversion. Each share of Series B Convertible Preferred Stock shall be convertible at the option of the holder thereof into fully paid and nonassessable shares of Class D Common Stock at an initial conversion price of per share.

9. Voting Rights. The holders of shares of Series B Convertible Preferred Stock will not have any voting rights except as set forth below.

10. Outstanding Shares. For purposes of these Articles Supplementary, all shares of Series B Convertible Preferred Stock issued by the Corporation shall be deemed outstanding except as provided in the designated exclusions.

11. Transfer Restrictions. The certificates representing shares of Series B Convertible Preferred Stock shall bear a legend substantially to the effect that the shares and any securities issuable upon conversion may not be offered or sold except pursuant to registration or exemption.

12. Status of Acquired Shares. Shares of Series B Convertible Preferred Stock redeemed or repurchased by the Corporation or otherwise acquired will be restored to the status of authorized but unissued shares of Preferred Stock.

13. Special Covenants. The Corporation shall not on or after June 1, 1994 issue or sell any shares of any Senior Dividend Stock or Senior Liquidation Stock.

14. Permissible Distributions. In determining whether a distribution is permitted under the Maryland General Corporation Law, certain preferential rights upon dissolution shall not be added to the Corporation's total liabilities.

15. Preemptive Rights. Holders of shares of Series B Convertible Preferred Stock are not entitled to any preemptive or subscription rights.

16. Severability of Provisions. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law.

SECOND: The Series B Convertible Preferred Stock has been classified by the Board of Directors under a power contained in the Charter.

THIRD: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FOURTH: The undersigned acknowledges these Articles Supplementary to be the act of the Corporation and states as to all matters and facts required to be verified under oath that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and such statement is made under penalties for perjury.

IN WITNESS WHEREOF, these Articles Supplementary are executed on behalf of the Corporation by its President and attested by its Secretary this day of 1994.