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<SEC-DOCUMENT>0000950131-01-500324.txt : 20010328
<SEC-HEADER>0000950131-01-500324.hdr.sgml : 20010328
ACCESSION NUMBER: 0000950131-01-500324
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 10
CONFORMED PERIOD OF REPORT: 20001231
FILED AS OF DATE: 20010327

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: GALLAGHER ARTHUR J & CO
CENTRAL INDEX KEY: 0000354190
STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411]
IRS NUMBER: 362151613
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231

FILING VALUES:
FORM TYPE: 10-K
SEC ACT:
SEC FILE NUMBER: 001-09761
FILM NUMBER: 1579606

BUSINESS ADDRESS:
STREET 1: TWO PIERCE PL
CITY: ITASCA
STATE: IL
ZIP: 60143
BUSINESS PHONE: 7087733800
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>d10k.txt
<DESCRIPTION>FORM 10-K
<TEXT>

<PAGE>

- --------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the fiscal year ended December 31, 2000

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from to

Commission file number 1-9761

---------

ARTHUR J. GALLAGHER & CO.

(Exact name of registrant as specified in its charter)

DELAWARE 36-2151613
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)

Two Pierce Place 60143-3141
Itasca, Illinois (Zip Code)
(Address of principal executive
offices)

Registrant's telephone number, including area code (630) 773-3800

---------

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange
Common Stock, par value on which registered

$1.00 per share
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

---------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.[_]

The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the last reported price at which the stock
was sold on February 28, 2001 was $1,974,584,000.

The number of outstanding shares of the registrant's Common Stock, $1.00 par
value, as of February 28, 2001 was 79,670,000.

Portions of documents incorporated by Part of Form 10-K into which document
reference into this report is incorporated

ARTHUR J. GALLAGHER & CO. PART III

2001 Proxy Statement

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- --------------------------------------------------------------------------------
<PAGE>

PART I

Item 1. Business.

Arthur J. Gallagher & Co. and its subsidiaries (collectively referred to as
"Gallagher" unless the context otherwise requires) are engaged in providing
insurance brokerage, risk management and related services to clients in the
United States and abroad. Gallagher's principal activity is the negotiation and
placement of insurance for its clients. Gallagher also specializes in
furnishing risk management services. Risk management involves assisting clients
in analyzing risks and determining whether proper protection is best obtained
through the purchase of insurance or through retention of all or a portion of
those risks and the adoption of corporate risk management policies and cost-
effective loss control and prevention programs. Risk management services also
include claims management, loss control consulting and property appraisals.
Gallagher believes that its ability to deliver a comprehensively structured
risk management and brokerage service is one of its major strengths. In
addition, Gallagher has a financial services operation that manages Gallagher's
investment portfolio.

Gallagher operates through a network of approximately 200 offices located
throughout the United States and eight countries abroad and through a network
of correspondent brokers and consultants in more than 100 countries around the
world. Some of these offices are fully staffed with sales, marketing, claims
and other service personnel; others function as servicing offices for the
brokerage and risk management service operations of Gallagher. Gallagher's
international operations include a Lloyd's of London broker and affiliated
companies in London, England and other facilities in Australia, Bermuda,
Canada, Scotland, Singapore, New Zealand and Papua New Guinea.

Gallagher was founded in 1927 and was reincorporated as a Delaware
corporation in 1972. Gallagher's executive offices are located at Two Pierce
Place, Itasca, Illinois 60143-3141, and its telephone number is (630) 773-3800.

Stock Split

Operating Segments

Gallagher has identified three operating segments in addition to its
corporate operations. Insurance Brokerage Services encompasses operations that,
for commission or fee compensation, place or arrange to place insurance
directly related to the clients' funding of risk. This segment also provides
consulting services for fee compensation related to clients' risk financing
programs. Risk Management Services includes Gallagher's third party
administration, loss control and risk management consulting, workers'
compensation investigations and insurance property appraisal operations. Third
party administration is principally claims management programs for Gallagher's
clients or clients of other brokers. Financial Services is responsible for the
management of Gallagher's diversified investment portfolio, which includes
fiduciary funds, marketable and other equity securities, and tax advantaged and
other strategic investments. It combines the invested assets of Gallagher in
order to maximize the return to the company. Corporate consists primarily of
unallocated administrative costs and the provision for income taxes which is
not allocated to Gallagher's operating segments.
<PAGE>

The two major sources of operating revenues for Gallagher are commissions
from insurance brokerage operations and service fees primarily from risk
management operations. Information with respect to all sources of revenue, by
operating segment, for each of the three years in the period ended December 31,
2000, is as follows (in thousands):

<TABLE>
<CAPTION>
2000 1999* 1998*
--------------- -------------- --------------
% of % of % of
Amount Total Amount Total Amount Total
-------- ----- -------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Commissions
Insurance Brokerage Services.... $417,603 56 $390,984 60 $369,388 61
Risk Management Services........ 1,204 -- -- -- 467 --
Fees
Insurance Brokerage Services.... 50,812 7 42,424 6 40,539 7
Risk Management Services........ 229,557 31 192,853 29 172,377 28
Investment income and other
Insurance Brokerage Services.... 15,853 3 9,610 1 10,801 2
Risk Management Services........ 1,534 -- 769 -- 996 --
Financial Services.............. 24,130 3 19,764 4 9,142 2
Corporate....................... (97) -- -- -- -- --
-------- --- -------- --- -------- ---
Total revenues.................. $740,596 100 $656,404 100 $603,710 100
======== === ======== === ======== ===
</TABLE>
- --------
*Restated for twelve 2000 acquisitions accounted for as poolings of
interests. See Note 2 to the Consolidated Financial Statements for a summary
of the effects of these restatements on the 1999 and 1998 consolidated
financial statements.

See Note 14 to the Consolidated Financial Statements for additional financial
information, including earnings before income taxes and identifiable assets, by
operating segment, for 2000, 1999 and 1998.

Gallagher's revenues vary significantly from quarter to quarter as a result
of the timing of policy inception dates, which traditionally are heaviest in
the third quarter, whereas expenses are fairly uniform throughout the year. See
Note 13 to the Consolidated Financial Statements for unaudited quarterly
operating results for 2000 and 1999.

Insurance Brokerage Services

The Insurance Brokerage Services segment is principally comprised of two
divisions, the Brokerage Services Division (BSD) and Gallagher Benefit Services
(GBS).

BSD places insurance for and services commercial, industrial, institutional,
governmental, religious and personal accounts throughout the United States and
abroad. BSD acts as an agent in soliciting, negotiating and effecting contracts
of insurance through insurance companies worldwide, as a broker in procuring
contracts of insurance on behalf of insureds, and in setting up and managing
self-insured programs. BSD has the capability to handle insurable risks and
related coverages for all forms of property/casualty products. BSD also places
surplus lines coverages, which are coverages for various specialized risks not
available from insurance companies licensed by the states in which the risks
are located. In addition, BSD places reinsurance coverages for its insurance
company clients.

GBS specializes in the management of employee benefit programs through fully
insured and self-insured programs. GBS provides services in connection with the
design, financing, implementation, administration and communication of
compensation and employee benefit programs (including pension and profit-
sharing plans, group life, health, accident and disability insurance programs
and tax deferral plans), and provides other professional services in connection
therewith.

2
<PAGE>

The primary source of Gallagher's compensation for its Insurance Brokerage
Services segment is commissions paid by insurance companies which are usually
based upon a percentage of the premium paid by the insured. Commission rates
are dependent on a number of factors including the type of insurance, the
particular insurance company and the capacity in which Gallagher acts. In some
cases, Gallagher is compensated for brokerage or advisory services directly by
fees from clients. Gallagher may also receive contingent commissions which are
based on the profit the underwriting insurance company earns and/or the overall
volume of business placed by Gallagher in a given period of time. Occasionally,
Gallagher shares commissions with other brokers who have participated with
Gallagher in placing insurance or servicing insureds. GBS receives a fee for
acting in the capacity of advisor and administrator with respect to employee
benefit programs and receives commissions in connection with the placement of
insurance under such programs.

Risk Management Services

The Risk Management Services segment is principally comprised of two wholly
owned subsidiaries, Gallagher Bassett Services, Inc. (Gallagher Bassett) and
Gallagher Benefit Administrators, Inc. (GBA).

Gallagher Bassett provides a variety of professional consulting services to
assist clients in analyzing risks and in determining whether proper protection
is best obtained through the purchase of insurance or through retention of all
or a portion of those risks and the adoption of risk management policies and
cost-effective loss control and prevention programs. A full range of risk
management services is offered including claims management, risk control
consulting services, information management, property appraisals and insurance
related investigative services on a totally integrated or select, stand-alone
basis. Gallagher Bassett provides these services for Gallagher's clients
through a network of over 120 service offices located throughout the United
States, Canada, England, Scotland, Australia, New Zealand and Papua New Guinea.

Gallagher Bassett primarily markets its risk management services directly to
clients on an unbundled basis independent of Gallagher's Insurance Brokerage
Services. Gallagher Bassett also markets these services to Insurance Brokerage
Services' clients who are interested in risk management related services.

In connection with its risk management services, Gallagher Bassett provides
"self-insurance" programs for large institutions, risk sharing pools and
associations, and large commercial and industrial customers. Self-insurance, as
administered by Gallagher Bassett, is a program in which the client assumes a
manageable portion of its insurance risks, usually (although not always)
placing the less predictable and larger loss exposures with an insurance
carrier that specializes in these less predictable exposures.

GBA is a third-party administrator that serves the self-funded employee
health benefit marketplace by integrating effective managed care and quality
assurance programs with claims administration services. The employee health
benefit services provided by GBA are, in many instances, directly supported by
GBS.

Gallagher Bassett's and GBA's revenues for risk management services are
substantially in the form of fees. These fees are typically negotiated in
advance on an annual basis based upon the estimated value of the services to be
performed.

Financial Services

The Financial Services segment is primarily responsible for Gallagher's
diversified investment portfolio which includes investment strategies-trading,
marketable securities-available for sale, tax advantaged investments,
investments accounted for using the equity method, real estate partnerships and
notes receivable from investees. It combines the invested assets of Gallagher
in order to maximize the return to the company.

3
<PAGE>

International Operations

Total revenues by geographic area for each of the three years in the period
ended December 31, 2000 are as follows (in thousands):

<TABLE>
<CAPTION>
2000 1999* 1998*
-------------- -------------- --------------
% of % of % of
Amount Total Amount Total Amount Total
-------- ----- -------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C>
United States..................... $677,515 91 $607,447 93 $558,946 93
Foreign, principally United
Kingdom, Australia and Bermuda... 63,081 9 48,957 7 44,764 7
-------- --- -------- --- -------- ---
Total revenues.................. $740,596 100 $656,404 100 $603,710 100
======== === ======== === ======== ===
</TABLE>
- --------
*Restated for twelve 2000 acquisitions accounted for as poolings of interests.

The Insurance Brokerage Services segment's international operations are
principally comprised of a Lloyd's of London broker and an insurance brokerage
and risk management joint venture in the United Kingdom; an insurance brokerage
operation and a "rent-a-captive" insurance company facility in Bermuda;
reinsurance intermediary operations in Australia and Singapore; and a network
of correspondent brokers and consultants in more than 100 countries around the
world.

Arthur J. Gallagher (UK) Limited (AJG UK), a wholly owned Lloyd's of London
brokerage subsidiary of Gallagher based in London, provides brokerage and other
services to clientele primarily located outside of the United Kingdom. The
principal activity of AJG UK is to negotiate and place insurance and
reinsurance with Lloyd's of London underwriters and insurance companies
worldwide. Its brokerage services encompass four major categories: aviation,
marine, reinsurance (treaty and facultative) and property/casualty (risks
predominantly located in North America). Although AJG UK is located in London,
the thrust of its business development has been with non-United Kingdom
brokers, agents and insurers rather than domestic United Kingdom retail
business. Its clients are primarily insurance and reinsurance companies,
underwriters at Lloyd's of London, Gallagher and its non-United Kingdom
subsidiaries, other independent agents and brokers and major business
corporations requiring direct insurance and reinsurance placements.

Risk Management Partners Ltd. (RMP) is a 50% owned joint venture between
Gallagher and Munich-American Re Corporation that markets customized insurance
and risk management products and services to United Kingdom public entities
through offices in England and Scotland. RMP was formed seven years ago and
Gallagher believes that RMP is now the third largest provider of insurance
brokerage related services to the public entity market in the United Kingdom.

Arthur J. Gallagher & Co. (Bermuda) Limited provides clients with direct
access to the risk-taking capacity of Bermuda-based insurers for both direct
and reinsurance placements. It also acts as a wholesaler to Gallagher's
marketing efforts by accessing foreign insurance and reinsurance companies in
the placement of United States and foreign risks. In addition, it provides
services relating to the formation and management of offshore captive insurance
companies.

4
<PAGE>

Gallagher has ownership interests in two Bermuda-based insurance companies
that operate "rent-a-captive" facilities; Artex Insurance Company Ltd., a
partially owned joint venture, and Protected Insurance Company, a wholly owned
subsidiary. Rent-a-captives enable clients to receive the benefits of owning a
captive insurance company without certain disadvantages of ownership. Captive
insurance companies are created to insure risk and capture underwriting profit
and investment income, which is then available for use by the insured generally
for reducing future costs of their insurance programs.

Arthur J. Gallagher Australasia Pty Ltd. is a 60% owned joint venture of
Gallagher that is headquartered in Sydney, Australia. This subsidiary provides
reinsurance placements for Australia and New Zealand insurance companies and
speciality programs. Gallagher's reinsurance intermediary operations in
Singapore are not material to Gallagher's Insurance Brokerage Services segment.

Insurance Brokerage Services also has relationships with a variety of
international brokers in countries where Gallagher does not have a physical
presence. Through a network of correspondent brokers and consultants in more
than 100 countries around the world, Gallagher is able to fully serve its
clients' coverage and service needs wherever their operations are located.

The Risk Management Services segment's international operations are
principally comprised of risk management companies in London, Australia, New
Zealand and Papua New Guinea.

Gallagher Bassett International Ltd. (UK) (Gallagher Bassett (UK)), a wholly
owned subsidiary of Gallagher Bassett, provides risk management services for
foreign operations, as well as United States operations that are foreign
controlled. Headquartered in London with offices throughout England and
Scotland, Gallagher Bassett (UK) works with insurance companies, reinsurance
companies, overseas brokers, and risk managers of overseas organizations.
Services include consulting, claims management, information management, loss
control and property valuations.

Wyatt Gallagher Bassett Pty Ltd is a 50% owned joint venture of Gallagher
Bassett that is headquartered in Brisbane, Australia with facilities located
throughout Australia, New Zealand and Papua New Guinea. Wyatt Gallagher Bassett
is principally engaged in providing claims adjusting and risk management
services in Australasia.

Gallagher also has risk management service facilities in Canada that are not
material to Gallagher's Risk Management Services segment.

See Notes 12 and 14 to the Consolidated Financial Statements for additional
financial information related to Gallagher's foreign operations, including
earnings before income taxes and identifiable assets, by operating segment, for
2000, 1999 and 1998.

Markets and Marketing

A large portion of the commission and fee business of Gallagher is derived
from all types of business institutions, not-for-profit organizations,
associations and municipal and other governmental entities. In addition,
Gallagher's clients include large United States and multinational corporations
engaged in a broad range of commercial and industrial businesses. Gallagher
also places insurance for individuals, although this portion of the business is
not material to Gallagher's operations. Gallagher services its clients through
its network of approximately 200 offices in the United States and eight
countries abroad. No material part of Gallagher's business is dependent upon a
single customer or on a few customers, the loss of any one or more of which
would have a materially adverse effect on Gallagher. In 2000, the largest
single customer represented less than 2% of total revenues.

Gallagher believes that its ability to deliver comprehensively structured
risk management and brokerage services, including the placement of reinsurance,
is one of its major strengths. Gallagher also believes that its

5
<PAGE>

risk management business enhances and attracts insurance brokerage business due
to the nature and strength of business relationships which it forms with
clients when providing a variety of risk management services on an on-going
basis.

Gallagher requires its employees serving in a sales or marketing capacity,
including all executive officers of Gallagher, to enter into agreements with
Gallagher restricting disclosure of confidential information and solicitation
of clients and prospects of Gallagher upon their termination of employment. The
confidentiality and non-solicitation provisions of such agreements terminate in
the event of a hostile change in control of Gallagher, as defined therein.

Competition

Gallagher believes it is the fourth largest insurance broker worldwide in
terms of total revenues. The insurance brokerage and service business is highly
competitive and there are many insurance brokerage and service organizations as
well as individuals throughout the world who actively compete with Gallagher in
every area of its business. Two competing firms are significantly larger and
have several times the commission and/or fee revenues of Gallagher. There are
firms in a particular region or locality that are as large or larger than the
particular local office of Gallagher. Gallagher believes that the primary
factors determining its competitive position with other organizations in its
industry are the quality of the services rendered and the overall costs to its
clients.

Gallagher is also in competition with certain insurance companies that write
insurance directly for their customers. Government benefits relating to health,
disability, and retirement are also alternatives to private insurance and hence
indirectly compete with the business of Gallagher. To date, such direct writing
and government benefits have had, in the opinion of Gallagher, relatively
little effect on its business and operations, but Gallagher can make no
prediction as to their effect in the future.

Regulation

In every state and foreign jurisdiction in which Gallagher does business,
Gallagher or an employee is required to be licensed or receive regulatory
approval in order for Gallagher to conduct business. In addition to licensing
requirements applicable to Gallagher, most jurisdictions require that
individuals who engage in brokerage and certain insurance service activities be
personally licensed.

Gallagher's insurance brokerage and risk management operations depend on its
continued good standing under the licenses and approvals pursuant to which it
operates. Licensing laws and regulations vary from jurisdiction to
jurisdiction. In all jurisdictions, the applicable licensing laws and
regulations are subject to amendment or interpretation by regulatory
authorities. Generally such authorities are vested with relatively broad and
general discretion as to the granting, renewing and revoking of licenses and
approvals.

2000 Acquisitions

In 2000, Gallagher acquired fourteen insurance brokerage firms and two
benefits consulting companies.

On November 30, 2000, Gallagher acquired substantially all of the net assets
of Persing, Dyckman & Toynbee, Inc., a Washington corporation engaged in the
insurance brokerage and services business in exchange for 246,000 shares of
Gallagher's common stock. This acquisition was accounted for as a pooling of
interests. Two principals entered into three-year employment agreements with
Gallagher and two key employees entered into two-year employment agreements
with Gallagher.

On November 30, 2000, Gallagher acquired substantially all of the net assets
of Castle Insurance Associates, Inc., a Massachusetts corporation engaged in
the insurance brokerage and services business in exchange for 144,000 shares of
Gallagher's common stock. This acquisition was accounted for as a pooling of
interests. Four principals and one key employee entered into three-year
employment agreements with Gallagher.

6
<PAGE>

On November 30, 2000, Gallagher acquired substantially all of the net assets
of SiliconInsurance, Inc., an Illinois corporation engaged in the insurance
brokerage and services business in exchange for 33,000 shares of Gallagher's
common stock. This acquisition was accounted for as a pooling of interests. The
principal entered into a two-year employment agreement with Gallagher.

On August 31, 2000, Gallagher acquired substantially all of the net assets of
John P. Woods Co., Inc., a New Jersey corporation engaged in the reinsurance
brokerage and services business in exchange for 1,816,000 shares of Gallagher's
common stock. This acquisition was accounted for as a pooling of interests.
Fourteen principals entered into three-year employment agreements with
Gallagher.

On August 31, 2000, Gallagher acquired substantially all of the net assets of
Atlantic Risk Management Corporation, a Maryland corporation engaged in the
insurance brokerage and services business in exchange for 208,000 shares of
Gallagher's common stock. This acquisition was accounted for as a pooling of
interests. Three principals and two key employees entered into three-year
employment agreements with Gallagher.

On August 31, 2000, Gallagher acquired substantially all of the net assets of
R. G. Speno, Inc., a California corporation engaged in the insurance brokerage
and services business in exchange for 88,000 shares of Gallagher's common
stock. This acquisition was accounted for as a pooling of interests. The
principal entered into a three-year employment agreement with Gallagher and a
key employee entered into a two-year employment agreement with Gallagher.

On August 31, 2000, Gallagher acquired substantially all of the net assets of
Murphy Consultants, an Illinois company engaged in the benefits insurance
business in exchange for 58,000 shares of Gallagher's common stock. This
acquisition was accounted for as a pooling of interests. The principal and a
key employee entered into three-year employment agreements with Gallagher.

On May 31, 2000, Gallagher acquired substantially all of the net assets of
Universico Group, Ltd., a Michigan corporation engaged in the insurance
brokerage and services business in exchange for 292,000 shares of Gallagher's
common stock. This acquisition was accounted for as a pooling of interests.
Four principals and a key employee entered into three-year employment
agreements with Gallagher and four key employees entered into two-year
employment agreements with Gallagher.

On May 31, 2000, Gallagher acquired substantially all of the net assets of
Davis-Poston & Associates, Inc., a Texas corporation engaged in the insurance
brokerage and services business in exchange for 150,000 shares of Gallagher's
common stock. This acquisition was accounted for as a pooling of interests. Two
principals entered into three-year employment agreements with Gallagher and
three principals entered into nineteen-month employment agreements with
Gallagher.

On May 31, 2000, Gallagher acquired substantially all of the net assets of
Bultman/Bell Associates, Inc., a South Carolina corporation engaged in the
insurance brokerage and services business in exchange for 136,000 shares of
Gallagher's common stock. This acquisition was accounted for as a pooling of
interests. Three principals entered into three-year employment agreements with
Gallagher.

On May 1, 2000, Gallagher acquired substantially all of the net assets of Joe
E. Martin, Inc., a Missouri corporation engaged in the benefits insurance
business in exchange for an initial cash payment of $340,000. This acquisition
was accounted for as a purchase. The principal entered into a three-year
employment agreement with Gallagher.

On February 29, 2000, Gallagher acquired 60% of the net assets of MBR Pty
Limited, an Australian company engaged in the reinsurance brokerage and
services business in exchange for an initial cash payment of $2,100,000. This
acquisition was accounted for as a purchase. Eight principals and seven key
employees entered into three-year employment agreements with Gallagher.

7
<PAGE>

On February 29, 2000, Gallagher acquired substantially all of the net assets
of R. L. Youngdahl & Associates, Inc., a Minnesota corporation engaged in the
insurance brokerage and services business in exchange for 138,000 shares of
Gallagher's common stock. This acquisition was accounted for as a pooling of
interests. One principal entered into a three-year employment agreement with
Gallagher and one key employee entered into a two-year employment agreement
with Gallagher.

On February 29, 2000, Gallagher acquired substantially all of the net assets
of Rebholz Insurance Agency, Inc., a Missouri corporation engaged in the
insurance brokerage and services business in exchange for 84,000 shares of
Gallagher's common stock. This acquisition was accounted for as a pooling of
interests. Three principals entered into three-year employment agreements with
Gallagher.

On February 29, 2000, Gallagher acquired substantially all of the net assets
of Towle Agency, Inc., a Minnesota corporation engaged in the insurance
brokerage and services business in exchange for 74,000 shares of Gallagher's
common stock. This acquisition was accounted for as a pooling of interests. Two
principals entered into three-year employment agreements with Gallagher and two
key employees entered into two-year employment agreements with Gallagher.

On February 29, 2000, Gallagher acquired substantially all of the net assets
of Powell Insurance Services, Inc., an Illinois corporation engaged in the
insurance brokerage and services business in exchange for 39,000 shares of
Gallagher's common stock. This acquisition was accounted for as a pooling of
interests. The principal entered into a three-year employment agreement with
Gallagher.

For the 2000 acquisitions accounted for as poolings of interests, the
consolidated financial statements for all periods prior to the acquisition
dates have been restated to include the operations of these companies. See Note
2 to the Consolidated Financial Statements for a summary of the effects of
these restatements on the 1999 and 1998 consolidated financial statements.

2001 Acquisitions

The following acquisitions have occurred since December 31, 2000:

On February 28, 2001, Gallagher acquired substantially all of the net assets
of MDM Insurance Associates, Inc., a California corporation engaged in the
insurance brokerage and services business in exchange for 752,000 shares of
Gallagher's common stock. This acquisition was accounted for as a pooling of
interests. Three principals entered into three-year employment agreements with
Gallagher and ten key employees entered into two-year employment agreements
with Gallagher.

On February 28, 2001, Gallagher acquired substantially all of the net assets
of SKANCO International, Ltd., an Arizona corporation engaged in the insurance
brokerage and services business in exchange for 263,000 shares of Gallagher's
common stock. This acquisition was accounted for as a pooling of interests. Two
principals entered into three-year employment agreements with Gallagher.

On February 28, 2001, Gallagher acquired substantially all of the net assets
of Madison Scott & Associates, Inc., a Texas corporation engaged in the
benefits insurance business in exchange for 34,000 shares of Gallagher's common
stock. This acquisition was accounted for as a pooling of interests. The
principal entered into a three-year employment agreement with Gallagher.

Gallagher believes that the net effect of these acquisitions has been and
will be to expand significantly the volume of general services rendered by
Gallagher and the geographical areas in which Gallagher renders such services
and not to change substantially the nature of the services performed by
Gallagher.

Gallagher is considering and intends to consider from time to time additional
acquisitions and divestitures on terms that it deems advantageous. Gallagher at
this time is engaged in preliminary discussions with a

8
<PAGE>

number of candidates for possible future acquisitions and has received signed,
non-binding letters of intent from four acquisition candidates. No assurances
can be given that any additional acquisitions or divestitures will be
consummated, or, if consummated, will be advantageous to Gallagher.

Employees

As of December 31, 2000, Gallagher employed approximately 5,200 employees,
none of whom is represented by a labor union. Gallagher continuously reviews
benefits and other matters of interest to its employees and considers its
relations with its employees to be satisfactory.

Item 2. Properties.

Gallagher's executive offices and certain subsidiary and branch facilities
are located at Two Pierce Place, Itasca, Illinois, where Gallagher leases
approximately 225,000 square feet of space. The lease commitment on this
property expires February 28, 2006. In September 2000, Gallagher acquired an
equity interest in the limited partnership that owns the Two Pierce Place
property. Gallagher generally operates in leased premises. Certain office space
leases have options permitting renewals for additional periods. In addition to
minimum fixed rentals, a number of leases contain annual escalation clauses
generally related to increases in an inflation index. See Note 11 to the
Consolidated Financial Statements for information with respect to Gallagher's
lease commitments at December 31, 2000.

Item 3. Legal Proceedings.

Gallagher is engaged in various legal actions incident to the nature of its
business. Management is of the opinion that none of the litigation will have a
material effect, individually or in the aggregate, on Gallagher's consolidated
financial position or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during Gallagher's
fourth fiscal quarter ended December 31, 2000.

Item 4A. Executive Officers of the Registrant.

The executive officers of Gallagher are as follows:

<TABLE>
<CAPTION>
Name Age Position and Year First Elected
---- --- -------------------------------
<C> <S> <C>
J. Patrick Gallagher, Jr.. 49 President since 1990, Chief Executive Officer since 1995
Michael J. Cloherty....... 53 Executive Vice President since 1996, Chief Financial Officer since 1981
and Vice President--Finance 1981-1996
James J. Braniff III...... 61 Vice President since 1995
James W. Durkin, Jr....... 51 Vice President since 1985
David E. McGurn, Jr....... 47 Vice President--Specialty Marketing & International since 1996,
Vice President from 1993 to 1996
Richard J. McKenna........ 54 Vice President since 1994
</TABLE>

Each such person has been principally employed by Gallagher in management
capacities for more than the past five years. All executive officers are
elected annually and serve at the pleasure of the Board of Directors.

9
<PAGE>

PART II

Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters.

Gallagher's common stock is listed on the New York Stock Exchange, trading
under the symbol "AJG." The following table sets forth information as to the
price range of Gallagher's common stock for the two-year period January 1, 1999
through December 31, 2000 and the dividends declared per common share for such
period. The table reflects the range of high and low sales prices per share as
reported on the New York Stock Exchange composite listing. All of the
information in the table has been adjusted to reflect a two-for-one stock
split, effected in the form of a 100% stock dividend, that was declared in
November 2000 and paid on January 18, 2001.

<TABLE>
<CAPTION>
Dividends
Declared
Per Common
Quarterly Periods High Low Share
- ----------------- ------- ------- ----------
<S> <C> <C> <C>
2000
- ----
First.............................................. $16.438 $11.531 $.115
Second............................................. 21.719 14.938 .115
Third.............................................. 30.250 20.063 .115
Fourth............................................. 34.250 25.219 .115
1999
- ----
First.............................................. $12.656 $10.563 $.100
Second............................................. 12.609 11.500 .100
Third.............................................. 14.125 12.313 .100
Fourth............................................. 16.563 12.313 .100
</TABLE>

As of February 28, 2001, there were approximately 660 holders of record of
Gallagher's common stock.

10
<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

11
<PAGE>

Item 6. Selected Financial Data.

ARTHUR J. GALLAGHER & CO.

GROWTH RECORD: 1991-2000(a)(b)

<TABLE>
<CAPTION>
Average
Annual ----------------------------
(in thousands, except per share and Growth 2000 1999 1998
employee data) ------- ---------- -------- --------
<S> <C> <C> <C> <C>
Revenue Data
Commissions............................. $ 418,807 $390,984 $369,855
Fees.................................... 280,369 235,277 212,916
Investment income and other............. 41,420 30,143 20,939
---------- -------- --------
Total revenues.......................... $ 740,596 $656,404 $603,710
Dollar growth........................... $ 84,192 $ 52,694 $ 38,240
Percent growth.......................... 9% 13% 9% 7%
------ ---------- -------- --------
Pretax Earnings Data
Pretax earnings......................... $ 125,394 $108,094 $ 86,993
Dollar growth........................... $ 17,300 $ 21,101 $ 1,172
Percent growth.......................... 14% 16% 24% 1%
Pretax earnings as a percentage of total
revenues............................... 17% 16% 14%
------ ---------- -------- --------
Net Earnings Data
Net earnings............................ $ 87,776 $ 70,250 $ 58,683
Dollar growth........................... $ 17,526 $ 11,567 $ 960
Percent growth.......................... 14% 25% 20% 2%
Net earnings as a percentage of total
revenues............................... 12% 11% 10%
------ ---------- -------- --------
Net Earnings Per Share Data
Shares outstanding at year end.......... 79,497 77,114 76,126
Net earnings per share (c).............. $ 1.05 $ .87 $ .74
Percent growth.......................... 13% 21% 18% (3%)
------ ---------- -------- --------
Employee Data
Number at year end...................... 5,201 4,906 4,721
Number growth........................... 295 185 267
Percent growth.......................... 5% 6% 4% 6%
Total revenues per employee (d)......... $ 142 $ 134 $ 128
Net earnings per employee (d)........... $ 17 $ 14 $ 12
------ ---------- -------- --------
Common Stock Dividend Data
Dividends declared per common share (e). $ .46 $ .40 $ .35
Total dividends declared................ $ 35,539 $ 29,202 $ 24,218
Percent of same year net earnings....... 40% 42% 41%
------ ---------- -------- --------
Balance Sheet Data
Total assets............................ $1,062,298 $935,709 $795,498
Long-term debt less current portion..... -- -- --
Total stockholders' equity.............. $ 314,372 $249,750 $210,402
------ ---------- -------- --------
Return On Beginning Stockholders' Equity.. 35% 33% 33%
</TABLE>

Notes:
(a) The financial information for all periods prior to 2000 has been restated
for twelve 2000 acquisitions accounted for using the pooling of interests
method.
(b) All information relating to shares of common stock of Gallagher has been
adjusted to reflect a two-for-one stock split, effected in the form of a
100% stock dividend, that was declared in November 2000 and paid on
January 18, 2001.
(c) Based on the weighted average number of common and common equivalent
shares outstanding during the year.
(d) Based on the number of employees at year end.
(e) Based on the total dividends declared on a share of common stock
outstanding during the entire year.

12
<PAGE>

<TABLE>
<CAPTION>
Years Ended December 31,
- --------------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992 1991
- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$343,826 $333,325 $323,184 $300,343 $269,412 $247,576 $239,033
185,642 176,048 165,759 146,928 134,116 115,203 95,998
36,002 26,321 24,929 15,827 22,383 18,482 16,035
- -------- -------- -------- -------- -------- -------- --------
$565,470 $535,694 $513,872 $463,098 $425,911 $381,261 $351,066
$ 29,776 $ 21,822 $ 50,774 $ 37,187 $ 44,650 $ 30,195 $ 20,364
6% 4% 11% 9% 12% 9% 6%
- -------- -------- -------- -------- -------- -------- --------
$ 85,821 $ 69,715 $ 71,914 $ 63,756 $ 57,472 $ 41,670 $ 35,116
$ 16,106 $ (2,199) $ 8,158 $ 6,284 $ 15,802 $ 6,554 $ (2,090)
23% (3%) 13% 11% 38% 19% (6%)
15% 13% 14% 14% 13% 11% 10%
- -------- -------- -------- -------- -------- -------- --------
$ 57,723 $ 46,622 $ 45,187 $ 40,675 $ 34,730 $ 25,996 $ 24,068
$ 11,101 $ 1,435 $ 4,512 $ 5,945 $ 8,734 $ 1,928 $ (982)
24% 3% 11% 17% 34% 8% (4%)
10% 9% 9% 9% 8% 7% 7%
- -------- -------- -------- -------- -------- -------- --------
74,214 73,678 73,966 74,790 76,410 74,190 74,996
$ .76 $ .61 $ .58 $ .53 $ .44 $ .34 $ .31
25% 5% 9% 20% 29% 10% (4%)
- -------- -------- -------- -------- -------- -------- --------
4,454 4,548 4,494 4,139 3,943 3,683 3,481
(94) 54 355 196 260 202 127
(2%) 1% 9% 5% 7% 6% 4%
$ 127 $ 118 $ 114 $ 112 $ 108 $ 104 $ 101
$ 13 $ 10 $ 10 $ 10 $ 9 $ 7 $ 7
- -------- -------- -------- -------- -------- -------- --------
$ .31 $ .29 $ .25 $ .22 $ .18 $ .16 $ .16
$ 20,408 $ 18,399 $ 15,270 $ 13,209 $ 10,808 $ 8,767 $ 8,439
35% 39% 34% 32% 31% 34% 35%
- -------- -------- -------- -------- -------- -------- --------
$722,185 $659,185 $628,194 $582,163 $604,324 $547,939 $530,095
-- 1,130 2,260 3,390 28,166 23,888 24,432
$176,782 $146,894 $136,570 $115,263 $135,772 $106,708 $101,036
- -------- -------- -------- -------- -------- -------- --------
39% 34% 39% 30% 33% 26% 24%
</TABLE>

13
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

General

Fluctuations in premiums charged by insurance companies have a direct and
potentially material effect on the insurance brokerage industry. Commission
revenues are generally based on a percentage of the premiums paid by insureds
and normally follow premium levels. For more than a decade and into 1999, lower
premium rates prevailed among property/casualty insurance carriers resulting in
heavy competition for market share. This "soft market" (i.e., lower premium
rates) generally resulted in flat or reduced renewal commissions.

In recent years, natural catastrophes have resulted in billions of dollars in
underwriting losses to the insurance market. Substantial mergers, both
domestically and internationally, have resulted in fewer insurance companies.
Increased property replacement costs and increasingly large litigation awards
have caused some clients to seek higher levels of insurance coverage. These
factors would generally have the effect of generating higher premiums to
clients and higher commissions to Gallagher. In spite of these forces, there
have been mitigating factors including favorable equity markets, increased
underwriting capital causing heavy competition for market share and improved
economies of scale following consolidations, all of which tended to lower
premium rates. The net result is property/casualty premium rates have remained
low through mid-1999.

Underwriting losses and the downward turn in equity markets in 2000 have
placed insurers in the situation of having to replenish depleted reserves. To
accomplish this, many carriers began to increase premium rates in the latter
part of 1999 and throughout 2000, across many sectors of the insurance
marketplace. These increases are viewed as a "hardening of the market" (i.e.,
higher premium rates), and generally, result in increased commission revenues.
Although a hardening market contributes positively to Gallagher's results, the
longevity of a hard market and its effect on Gallagher's business are difficult
to predict.

Though inflation tends to increase the levels of insured values and risk
exposures, premium rates have historically had a greater effect on Gallagher's
revenues than inflation.

Because of rising insurance costs, management believes there is a trend for
certain "risk" buyers to move toward the alternative insurance market, which
would tend to have a favorable effect on Gallagher's Risk Management Services
segment. Gallagher anticipates that new sales in the areas of risk management,
claims management, insurance captive and self-insurance services will continue
to be a major factor in Gallagher's fee revenue growth during 2001. Gallagher
continues to look to the future and to pursue expansion not only in the core
segments of Insurance Brokerage and Risk Management Services, but also within
Financial Services. Management believes these areas continue to hold
opportunities for diversification and profitable growth.

Results of Operations--Consolidated

Gallagher's results of operations for periods prior to 2000 have been
restated for acquisitions accounted for as poolings of interests as if they had
operated as part of Gallagher prior to the date of merger. Gallagher continues
to search for merger partners which complement existing operations, provide
entry into new markets, add new products and enhance local sales and service
capabilities. For the effect of these restatements, in the aggregate, on year-
to-year comparisons, see Note 2 to the Consolidated Financial Statements.

Commission revenues increased by $27.8 million or 7% in 2000. This increase
generated by the Insurance Brokerage Services segment is the result of new
business and rate increases partially offset by lost business and a reduction
in revenue from national insurance revenue sharing programs. Commission
revenues increased by $21.2 million or 6% in 1999. This increase was the result
of new business production partially offset by lost business.

Fee revenues increased by $45.1 million or 19% in 2000. This increase,
generated primarily from the Risk Management Services segment, resulted from
strong new business production of $41.4 million and renewal rate increases and
favorable retention rates on existing business partially offset by lost
business of $13.2 million.

14
<PAGE>

Fee revenues increased by $22.4 million or 11% in 1999. This increase, also
generated primarily from Risk Management Services, resulted from new business
production of $42.5 million and favorable retention rates on existing business
partially offset by lost business of $22.7 million.

Investment income and other increased by $11.3 million or 37% in 2000 due
primarily to $9.2 million in income related to Gallagher's alternative energy
related investments, and higher returns on fiduciary income investments.
Investment income and other increased $9.2 million or 44% in 1999. This
increase was due primarily to higher returns on Gallagher's independently
managed investment portfolio which was positively affected by robust equity
markets during 1999 and a gain of $3.0 million recognized in 1999 which
resulted from the sale of a portion of its interests in limited partnerships
that operate qualified affordable housing projects.

Salaries and employee benefits increased by $42.7 million or 13% in 2000 due
primarily to a 6% increase in employee head count, salary increases, increases
in incentive compensation linked to Gallagher's overall operating results and
the performance of a portion of Gallagher's investment portfolio and the
annualized effect of prior year new hires along with a corresponding increase
in employee benefit expenses. In 1999, salaries and employee benefits increased
by $23.0 million or 7% due to salary increases, the annualized effect of prior
year new hires and a 4% increase in employee head count along with a
corresponding increase in employee benefit expenses.

Other operating expenses increased by $24.1 million or 12% in 2000 due
primarily to increases in professional fees related to acquisition activity and
investment projects, management fees related to positive investment results,
commissions paid to sub-brokers, write-off of doubtful accounts, increased
leased space, temporary help needed to service the new risk management and
claims business and travel and entertainment. Other operating expenses
increased by $8.6 million or 4% in 1999 due primarily to temporary personnel
costs for new business, technology upgrades, office consolidation expenses,
commissions paid to sub-brokers and increases associated with travel and
entertainment.

Gallagher's effective income tax rates were 30.0%, 35.0% and 32.5% in 2000,
1999 and 1998, respectively. These rates include the effect of benefits
generated by tax advantaged investments which are partially offset by state and
foreign taxes. See Note 12 to the Consolidated Financial Statements.

Gallagher's foreign operations recorded earnings before income taxes of $7.9
million, $5.0 million and $5.3 million in 2000, 1999 and 1998, respectively.
The increase in 2000 is due primarily to new business and the $1.2 million
write-off in 1999 of intangible assets associated with lost business. The
decrease in 1999 is due primarily to new business offset by the intangible
asset write-off just described. See Notes 12 and 14 to the Consolidated
Financial Statements.

Gallagher's revenues vary from quarter-to-quarter generally as a result of
the timing of policy inception dates which traditionally are heaviest in the
third quarter. Expenses, on the other hand, are fairly uniform throughout the
year. See Note 13 to the Consolidated Financial Statements.

Results of Operations--Segment Information

As discussed in Note 14 to the Consolidated Financial Statements, Gallagher
operates in three business segments; Insurance Brokerage Services, Risk
Management Services and Financial Services, as well as a Corporate segment.

The Insurance Brokerage Services segment includes Gallagher's retail,
reinsurance and wholesale brokerage operations. Total revenues in 2000 were
$484.3 million, a 9% increase over 1999. This increase is due primarily to new
business production offset by lost business. Domestic revenues of $443.7
million were up 8% over 1999. Revenues in 2000 from foreign operations,
principally in the United Kingdom and Bermuda, were up 22% or $7.3 million over
1999 with $2.2 million attributable to the 2000 acquisition of MBR Pty

15
<PAGE>

Limited. Earnings before income taxes in 2000 increased 17% over 1999
principally as a result of increased revenues. Total revenues in 1999 were
$443.0 million, an increase of 5% over 1998. This increase again is due to new
business production partially offset by lost business. Domestic revenues of
$409.8 million were up 6% over 1998 mainly due to new business partially offset
by lost business. Revenues in 1999 from foreign operations, primarily in the
United Kingdom and Bermuda, were up 3% over 1998 mainly due to new business
partially offset by lost business. Earnings before income taxes of $78.4
million in 1999 increased 12% over 1998 due mainly to increased revenues.

The Risk Management Services segment includes Gallagher's third party claims
administration operations which are principally engaged in providing claims
management services. Total revenues in 2000 were $232.3 million or 20% over
1999 due to strong new business production and favorable retention rates on
existing business. Domestic revenues of $210.4 million in 2000 were up 17% over
1999 due primarily to new business and substantially less lost business than in
1999. In 2000, foreign revenues of $21.9 million, principally from the United
Kingdom and Australia, increased 57% over 1999 due to new business production
and a significant increase in revenues from Australian operations for claims
work performed as a result of tainted aviation fuel in Australia. Earnings
before income taxes in 2000 of $33.2 million increased 43% over 1999 due
primarily to revenue increases and moderate increases in expenses. Total
revenues in 1999 were $193.6 million or 11% over 1998 due mainly to new
business production. In 1999, domestic revenues increased 11% over 1998 due
primarily to new business partially offset by lost business. In 1999, foreign
revenues of $13.9 million, principally from the United Kingdom and Australia,
increased 16% over 1998 due principally to new business partially offset by
revenues from Australian operations for claims work performed as a result of a
pervasive and extended power outage in New Zealand in 1998. Earnings before
income taxes in 1999 increased 42% over 1998 due primarily to increased
revenues offset by a moderate increase in expenses.

The Financial Services segment is responsible for the management of
Gallagher's diversified investment portfolio, which includes fiduciary funds,
marketable and other equity securities, and tax advantaged and other strategic
investments. It combines the invested assets of Gallagher in order to maximize
the return to the company. Revenues in 2000 were $24.1 million or 22% more than
revenues in 1999. This increase is due primarily to $9.2 million of income
related to Gallagher's alternative energy related investments, and higher
returns on short-term investments. Earnings before income taxes decreased
$532,000 or 4% from 1999 due primarily to increases in incentive compensation
linked to the performance of a portion of Gallagher's investment portfolio and
increased management fees associated with positive investment results for
Gallagher's independently managed investment portfolio. Revenues in 1999
increased 116% over 1998 and earnings before income taxes in 1999 increased
184% over 1998. These increases were due primarily to more favorable returns on
funds invested with independent managers and the effect of the $3.0 million
gain recognized in 1999 which resulted from the sale of a portion of its
interests in limited partnerships that operate qualified affordable housing
projects.

The Corporate segment consists of unallocated administrative costs and the
provision for income taxes which is not allocated to Gallagher's operating
entities. Only revenues not attributable to one of the three operating segments
are recorded in Corporate. All costs are generated in the United States.

Financial Condition and Liquidity

The insurance brokerage industry is not capital intensive. Gallagher has
historically been profitable, and cash flows from operations and short-term
borrowings under various credit agreements have been sufficient to fund
operating, investment and capital expenditure needs of the company. Cash
generated from operating activities was $136.2 million, $73.0 million and $59.6
million in 2000, 1999 and 1998, respectively. Because of the variability
related to the timing of premiums and fees receivable and premiums payable, net
cash flows from operations vary substantially from year to year. Funds
restricted as to Gallagher's use, primarily premiums held as fiduciary funds,
have not been included in determining Gallagher's overall liquidity.

Gallagher had a $20.0 million unsecured revolving credit agreement (the
"Credit Agreement") requiring repayment of any loans under the agreement no
later than June 30, 2001. During 2000 and 1999, Gallagher

16
<PAGE>

borrowed and repaid $10.0 million and $20.0 million, respectively, of short-
term borrowings under the Credit Agreement. These borrowings were primarily
used to finance a portion of Gallagher's operating and investment activity. In
September 2000, Gallagher terminated this agreement.

Gallagher also had three line of credit facilities totaling $45.0 million
that were to expire on April 30, 2001. Periodically, Gallagher made short-term
borrowings under these facilities to meet short-term cash flow needs and had a
balance of $15.0 million outstanding at December 31, 1999. During 2000,
Gallagher borrowed $35.0 million and repaid $50.0 million of borrowings under
these facilities. During 1999, Gallagher borrowed $78.5 million and repaid
$78.5 million of short-term borrowings under these facilities. The repayments
satisfied all remaining loan balances under these facilities and these
agreements were terminated in September 2000. Borrowings under these facilities
were primarily used to finance a portion of Gallagher's operating and
investment activities.

As of September 11, 2000, Gallagher and one of its significant subsidiaries
entered into a three-year unsecured Revolving Credit Agreement (the "Revolving
Credit Agreement") for loans and letters of credit with a group of five
financial institutions. This agreement replaces the $20.0 million Credit
Agreement and the $45.0 million line of credit facilities mentioned above. The
Revolving Credit Agreement provides for short-term and long-term revolving
credit commitments of $100.0 million and $50.0 million, respectively. All
letter of credit arrangements issued under the Revolving Credit Agreement are
applied against the $50.0 million long-term facility in the determination of
net funds available for future borrowing. As of December 31, 2000, under this
agreement, Gallagher has contingently committed to funding $41.7 million
through letter of credit arrangements related to certain of its investments and
insurance programs. The Revolving Credit Agreement requires the maintenance of
certain financial covenants and Gallagher is in compliance with these
covenants.

Gallagher paid $33.8 million in cash dividends on its common stock in 2000.
Gallagher's dividend policy is determined by the Board of Directors. Quarterly
dividends are declared after considering Gallagher's available cash from
earnings and its anticipated cash needs. In each quarter of 2000, Gallagher
paid a dividend of $.115 per share which was $.015 or 15% greater than each
quarterly dividend in 1999.

Net capital expenditures were $14.6 million, $17.0 million and $14.0 million
in 2000, 1999 and 1998, respectively. In 2001, Gallagher expects to make
expenditures for capital improvements of approximately $17.0 million. Capital
expenditures by Gallagher are related primarily to office moves and expansions
and updating computer systems and equipment.

In 1988, Gallagher adopted a common stock repurchase plan that has been
extended through June 30, 2001. Under the plan, Gallagher has repurchased
1,500,000 shares at a cost of $31.3 million, 1,524,000 shares at a cost of
$18.4 million and 860,000 shares at a cost of $8.7 million in 2000, 1999 and
1998, respectively. The repurchased shares are held for reissuance in
connection with exercises of options under Gallagher's stock option plans.
Gallagher is authorized to repurchase, under the provisions of the plan,
approximately 3.2 million additional shares through June 30, 2001. Gallagher is
under no commitment or obligation to repurchase any particular amount of common
stock and at its discretion may suspend the repurchase plan at any time.

Effective with changes in the United States federal income tax laws in 1997,
Gallagher no longer provides for federal income taxes on the undistributed
earnings of its foreign subsidiaries which are considered permanently invested
outside the United States. At December 31, 2000, Gallagher had $29.0 million of
undistributed earnings from its foreign subsidiaries. See Note 12 to the
Consolidated Financial Statements. Although not considered available for
domestic needs, the undistributed earnings generated by certain foreign
subsidiaries referred to above may be used to finance foreign operations and
acquisitions.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Gallagher is exposed to various market risks, including changes in interest
rates and foreign currency exchange rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as interest and
foreign currency exchange rates and equity prices. Gallagher does not enter
into derivatives or

17
<PAGE>

other similar financial instruments for trading or speculative purposes. The
following analyses present the hypothetical loss in fair value of the financial
instruments held by Gallagher at December 31, 2000 and 1999, that are sensitive
to changes in interest rates and equity prices. The range of changes in
interest rates used in the analyses reflects Gallagher's view of changes that
are reasonably possible over a one year period. This discussion of market risks
related to Gallagher's consolidated balance sheets includes estimates of future
economic environments caused by changes in market risks. The effect of actual
changes in these risk factors may differ materially from Gallagher's estimates.
In the ordinary course of business, Gallagher also faces risks that are either
nonfinancial or unquantifiable, including credit risk and legal risk. These
risks are not included in the following analyses.

Gallagher has a comprehensive and diversified investment portfolio.
Gallagher's invested assets are held as cash and cash equivalents, investment
strategies--trading and marketable securities--available for sale. Accordingly,
these assets are subject to various market risk exposures such as interest rate
risk and equity price risk.

The fair value of Gallagher's cash and cash equivalents investment portfolio
at December 31, 2000 and 1999 approximated its carrying value due to its short-
term duration. Market risk was estimated as the potential decrease in fair
value resulting from a hypothetical one percentage point increase in interest
rates for the instruments contained in the cash and cash equivalents investment
portfolio. The resulting fair value was not materially different from the
carrying values at December 31, 2000 and 1999, respectively.

At December 31, 2000 and 1999, the fair value of Gallagher's investment
strategies--trading portfolio was $59.9 million and $63.9 million,
respectively. From an investment management perspective, this portfolio, which
is managed by several independent fund managers, consists of two different
components: an equity portfolio of $8.1 million and $7.6 million and an
alternative investment strategies portfolio of $51.8 million and $56.3 million
at December 31, 2000 and 1999, respectively.

The equity portfolio is subject to equity price risk. It is not hedged,
consists of common stocks and is primarily managed to produce realized gains
for Gallagher. The estimated potential loss in fair value of this equity
component resulting from a hypothetical decrease in prices quoted by stock
exchanges of 10% would be approximately $810,000 and $760,000 at December 31,
2000 and 1999, respectively.

Gallagher's alternative investment strategies portfolio is also subject to
equity pricing risk. However, these investments are actively managed in order
to minimize Gallagher's exposure to equity pricing risk. The objective of this
portfolio is to maximize the overall return to Gallagher, while minimizing the
downward price risk in order to preserve the investments' underlying principal
balances. The independent fund managers for these alternative investment
strategies hedge their strategies by "selling short" common equity securities
in order to mitigate the effects of changes in equity prices thereby making any
such fluctuations immaterial. Accordingly, hypothetical changes in equity
prices would not cause the resulting fair value to be materially different from
the carrying value for this portfolio at December 31, 2000 and 1999,
respectively.

The fair value of Gallagher's marketable securities--available for sale
portfolio was $23.3 million ($4.2 million less than its aggregate amortized
cost) and $20.3 million ($4.4 million less than its aggregate amortized cost)
at December 31, 2000 and 1999, respectively. The overall objective of this
portfolio is to provide Gallagher with a stable after tax yield. This
portfolio, which is not hedged, consists primarily of dividend yielding
preferred stocks. Accordingly, this portfolio is more sensitive to interest
rate risk than it is to equity pricing risk. The estimated potential loss in
fair value resulting from a hypothetical one percentage point increase in
short-term interest rates would be approximately $2.7 million and $2.2 million
at December 31, 2000 and 1999, respectively.

At December 31, 1999, the fair value of Gallagher's borrowings under the line
of credit facilities approximated the carrying value due to their short-term
duration and variable interest rates. These agreements were terminated in
September 2000 and replaced by the Revolving Credit Agreement. At December 31,
2000,

18
<PAGE>

there were no borrowings under this agreement. Market risk was estimated as the
potential increase in the fair value resulting from a hypothetical one
percentage point decrease in Gallagher's weighted average short-term borrowing
rate at December 31, 1999 and the resulting fair value was not materially
different from the year end carrying value.

Gallagher is subject to foreign currency exchange rate risk primarily due to
the fact that its United Kingdom based subsidiaries incur expenses denominated
in British pounds while receiving their revenues in U.S. dollars. Gallagher
does not hedge this foreign currency exchange rate risk. The foreign currency
gains (losses) related to this market risk are recorded in earnings before
income taxes as they are incurred. Assuming a hypothetical adverse change of
10% in the average foreign currency exchange rate for 2000 and 1999 (a
weakening of the U.S. dollar), earnings before income taxes would decrease by
approximately $2.8 million and $2.9 million, respectively. Gallagher is also
subject to foreign currency exchange rate risk associated with the translation
of its foreign subsidiaries into U.S. dollars. However, it is management's
opinion that this foreign currency exchange risk is not material to Gallagher's
consolidated operating results or financial position. Gallagher manages the
balance sheets of its foreign subsidiaries such that foreign liabilities are
matched with equal foreign assets thereby maintaining a "balanced book" which
minimizes the effects of currency fluctuations.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995

This annual report contains forward-looking statements. Forward-looking
statements made by or on behalf of Gallagher are subject to risks and
uncertainties, including but not limited to the following: Gallagher's
commission revenues are highly dependent on premiums charged by insurers, which
are subject to fluctuation; lower interest rates reduce Gallagher's income
earned on invested funds; the alternative insurance market continues to grow
which could unfavorably impact commission and favorably impact fee revenue;
Gallagher's revenues vary significantly from period to period as a result of
the timing of policy inception dates and the net effect of new and lost
business production; the general level of economic activity can have a
substantial impact on Gallagher's renewal business; Gallagher's operating
results, return on investment and financial position may be adversely impacted
by exposure to various market risks such as interest rate, equity pricing,
foreign exchange rates and the competitive environment, and changes in income
tax laws. Gallagher's ability to grow has been enhanced through acquisitions,
which may or may not be available on acceptable terms in the future and which,
if consummated, may or may not be advantageous to Gallagher. Accordingly,
actual results may differ materially from those set forth in the forward-
looking statements.

19
<PAGE>

Item 8. Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Consolidated Financial Statements:
Consolidated Statements of Earnings..................................... 21
Consolidated Balance Sheets............................................. 22
Consolidated Statements of Cash Flows................................... 23
Consolidated Statements of Stockholders' Equity......................... 24
Notes to Consolidated Financial Statements.............................. 25-42
Management's Report....................................................... 43
Report of Independent Auditors............................................ 44
</TABLE>

20
<PAGE>

ARTHUR J. GALLAGHER & CO.

CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------
2000 1999 1998
-------- -------- --------
(in thousands, except per
share data)
<S> <C> <C> <C>
Operating Results
Revenues:
Commissions....................................... $418,807 $390,984 $369,855
Fees.............................................. 280,369 235,277 212,916
Investment income and other....................... 41,420 30,143 20,939
-------- -------- --------
Total revenues.................................. 740,596 656,404 603,710
-------- -------- --------
Expenses:
Salaries and employee benefits.................... 384,164 341,421 318,408
Other operating expenses.......................... 231,038 206,889 198,309
-------- -------- --------
Total expenses.................................. 615,202 548,310 516,717
-------- -------- --------
Earnings before income taxes........................ 125,394 108,094 86,993
Provision for income taxes.......................... 37,618 37,844 28,310
-------- -------- --------
Net earnings.................................... $ 87,776 $ 70,250 $ 58,683
======== ======== ========
Net earnings per common share....................... $ 1.12 $ .92 $ .78
Net earnings per common and common equivalent share. 1.05 .87 .74
Dividends declared per common share................. .46 .40 .35
</TABLE>

See notes to consolidated financial statements.

21
<PAGE>

ARTHUR J. GALLAGHER & CO.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
--------------------
2000 1999
---------- --------
(in thousands)
ASSETS
------
<S> <C> <C>
Current assets:
Cash and cash equivalents.............................. $ 99,904 $ 72,153
Restricted cash........................................ 158,228 129,194
Premiums and fees receivable........................... 405,164 373,478
Investment strategies--trading......................... 59,945 63,857
Other.................................................. 54,481 45,717
---------- --------
Total current assets................................. 777,722 684,399
Marketable securities--available for sale................ 23,306 20,274
Deferred income taxes.................................... 46,775 21,625
Other noncurrent assets.................................. 158,528 155,324

Fixed assets............................................. 120,361 123,166
Accumulated depreciation and amortization................ (80,325) (83,133)
---------- --------
Net fixed assets..................................... 40,036 40,033
Intangible assets--net................................... 15,931 14,054
---------- --------
$1,062,298 $935,709
========== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Premiums payable to insurance companies................ $ 562,166 $499,605
Accrued salaries and bonuses........................... 36,326 23,385
Accounts payable and other accrued liabilities......... 98,467 96,759
Unearned fees.......................................... 18,983 15,537
Income taxes payable................................... 9,786 9,116
Other.................................................. 3,023 22,732
---------- --------
Total current liabilities............................ 728,751 667,134
Other noncurrent liabilities............................. 19,175 18,825
Stockholders' equity:
Common stock--issued and outstanding 79,497 shares in
2000 and 77,114 shares in 1999........................ 79,497 77,114
Capital in excess of par value......................... -- (13,290)
Retained earnings...................................... 237,373 188,595
Accumulated other comprehensive earnings (loss)........ (2,498) (2,669)
---------- --------
Total stockholders' equity........................... 314,372 249,750
---------- --------
$1,062,298 $935,709
========== ========
</TABLE>

See notes to consolidated financial statements.

22
<PAGE>

ARTHUR J. GALLAGHER & CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------
2000 1999 1998
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings................................... $ 87,776 $ 70,250 $ 58,683
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Net gain on investments and other............ (2,006) (6,011) (4,144)
Gain on sales of operations.................. (1,823) -- --
Depreciation and amortization................ 16,316 16,613 13,394
(Increase) decrease in restricted cash....... (29,034) (31,103) 3,028
Increase in premiums receivable.............. (27,839) (70,588) (56,100)
Increase in premiums payable................. 62,561 98,625 37,520
Decrease (increase) in trading investments--
net......................................... 5,784 (4,021) 6,963
(Increase) decrease in other current assets.. (2,141) (6,125) 6,126
Increase in accrued salaries and bonuses..... 12,941 323 3,382
Decrease in accounts payable and other
accrued liabilities....................... (1,214) (1,258) (616)
Increase (decrease) in income taxes payable.. 670 (3,639) 1,907
Tax benefit from issuance of common stock.... 20,027 5,502 4,273
Net change in deferred income taxes.......... (30,629) 749 (4,872)
Other........................................ 24,840 3,638 (9,932)
-------- -------- --------
Net cash provided by operating activities.. 136,229 72,955 59,612
-------- -------- --------
Cash flows from investing activities:
Purchases of marketable securities............. (25,832) (44,009) (33,331)
Proceeds from sales of marketable securities... 22,471 39,778 47,665
Proceeds from maturities of marketable
securities.................................... 762 1,495 2,600
Net additions to fixed assets.................. (14,568) (17,000) (13,957)
Proceeds from sales of operations.............. 2,334 -- --
Other.......................................... (38,144) (20,833) (52,280)
-------- -------- --------
Net cash used by investing activities...... (52,977) (40,569) (49,303)
-------- -------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock......... 27,837 16,029 13,655
Repurchases of common stock.................... (31,344) (18,428) (8,651)
Dividends paid................................. (33,759) (28,010) (23,185)
Retirement of long-term debt................... -- -- (1,130)
Borrowings on line of credit facilities........ 45,000 98,500 75,000
Repayments on line of credit facilities........ (60,000) (98,500) (75,000)
Equity transactions of pooled companies prior
to dates of acquisition....................... (3,235) (2,911) (8,107)
-------- -------- --------
Net cash used by financing activities...... (55,501) (33,320) (27,418)
-------- -------- --------
Net increase (decrease) in cash and cash
equivalents..................................... 27,751 (934) (17,109)
Cash and cash equivalents at beginning of year... 72,153 73,087 90,196
-------- -------- --------
Cash and cash equivalents at end of year......... $ 99,904 $ 72,153 $ 73,087
======== ======== ========
Supplemental disclosures of cash flow
information:
Interest paid.................................. $ 981 $ 1,592 $ 2,083
Income taxes paid.............................. 20,808 27,198 20,596
</TABLE>

See notes to consolidated financial statements.

23
<PAGE>

ARTHUR J. GALLAGHER & CO.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Accumulated
Capital Other
Common Stock In Excess Comprehensive Total
--------------- Of Retained Earnings Stockholders'
Shares Amount Par Value Earnings (Loss) Equity
------ ------- --------- -------- ------------- -------------
(in thousands)

<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1997 as previously
reported............... 70,780 $70,780 $(20,762) $120,657 $ 1,658 $ 172,333
Acquisition of pooled
companies............. 3,434 3,434 (2,126) 3,141 -- 4,449
------ ------- --------- -------- ------------- -------------
Balance at December 31,
1997................... 74,214 74,214 (22,888) 123,798 1,658 176,782
-------------
Net earnings........... -- -- -- 58,683 -- 58,683
Net change in
unrealized gain (loss)
on available for sale
securities............ -- -- -- -- (2,435) (2,435)
-------------
Comprehensive earnings 56,248
Cash dividends declared
on common stock....... -- -- -- (24,218) -- (24,218)
Common stock issued
under stock option
plans................. 2,352 2,352 11,303 -- -- 13,655
Tax benefit from
issuance of common
stock................. -- -- 4,273 -- -- 4,273
Common stock
repurchases........... ( 860) ( 860) ( 7,791) -- -- ( 8,651)
Common stock issued in
six pooling
acquisitions.......... 420 420 -- -- -- 420
Equity transactions of
pooled companies prior
to dates of
acquisition........... -- -- (463) (7,644) -- (8,107)
------ ------- --------- -------- ------------- -------------
Balance at December 31,
1998................... 76,126 76,126 (15,566) 150,619 (777) 210,402
-------------
Net earnings........... -- -- -- 70,250 -- 70,250
Net change in
unrealized gain (loss)
on available for sale
securities............ -- -- -- -- (1,892) (1,892)
-------------
Comprehensive earnings 68,358
Cash dividends declared
on common stock....... -- -- -- (29,202) -- (29,202)
Common stock issued
under stock option
plans................. 2,512 2,512 13,517 -- -- 16,029
Tax benefit from
issuance of common
stock................. -- -- 5,502 -- -- 5,502
Common stock
repurchases........... (1,524) (1,524) (16,904) -- -- (18,428)
Equity transactions of
pooled companies prior
to dates of
acquisition........... -- -- 161 (3,072) -- (2,911)
------ ------- --------- -------- ------------- -------------
Balance at December 31,
1999................... 77,114 77,114 (13,290) 188,595 (2,669) 249,750
-------------
Net earnings........... -- -- -- 87,776 -- 87,776
Net change in
unrealized gain (loss)
on available for sale
securities............ -- -- -- -- 171 171
-------------
Comprehensive earnings 87,947
Cash dividends declared
on common stock....... -- -- -- (35,539) -- (35,539)
Common stock issued
under stock option
plans................. 3,811 3,811 24,026 -- -- 27,837
Tax benefit from
issuance of common
stock................. -- -- 20,027 -- -- 20,027
Common stock
repurchases........... (1,500) (1,500) (30,987) -- -- (32,487)
Common stock issued in
two pooling
acquisitions.......... 72 72 -- -- -- 72
Equity transactions of
pooled companies prior
to dates of
acquisition........... -- -- 224 (3,459) -- (3,235)
------ ------- --------- -------- ------------- -------------
Balance at December 31,
2000................... 79,497 $79,497 $ -- $237,373 $ (2,498) $ 314,372
====== ======= ========= ======== ============= =============
</TABLE>

See notes to consolidated financial statements.

24
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Nature of operations

Arthur J. Gallagher & Co. (Gallagher) provides insurance brokerage and risk
management services to a wide variety of commercial, industrial, institutional
and governmental organizations. Commission revenue is principally generated
through the negotiation and placement of insurance for its clients. Fee revenue
is primarily generated by providing other risk management services including
claims management, information management, risk control services and appraisals
in either the property/casualty market or human resource/employee benefit
market. Investment income and other is generated from Gallagher's investment
portfolio, which includes fiduciary funds, equity securities, and tax
advantaged and other strategic investments. Gallagher is headquartered in
Itasca, Illinois, has more than 200 offices in nine countries and does business
in more than 100 countries around the world through a network of correspondent
brokers and consultants.

Basis of presentation

The accompanying consolidated financial statements include the accounts of
Gallagher and all of its majority owned subsidiaries. Investments in partially
owned entities in which ownership is 20% to 50% are accounted for using the
equity method. Accordingly, Gallagher's share of the net earnings of these
entities is included in consolidated net earnings. Investments in partially
owned entities in which ownership is less than 20% are carried at cost. All
material intercompany accounts and transactions have been eliminated in
consolidation. Certain reclassifications have been made to the prior years'
financial statements in order to conform to the current year presentation.

Use of estimates

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Such estimates and assumptions could change in the
future as more information becomes known which could impact the amounts
reported and disclosed herein.

Revenue recognition

Commission income is generally recognized as of the effective date of
insurance policies except for commissions on installment premiums which are
recognized periodically as billed. Contingent commissions are generally
recognized when received. Fee income is primarily recognized ratably as
services are rendered. The income effects of subsequent premium and fee
adjustments are recorded when the adjustments become known. Premiums and fees
receivable are net of allowance for doubtful accounts of $2,939,000 and
$1,153,000 at December 31, 2000 and 1999, respectively.

Earnings per share

Earnings per share is computed based on the weighted average number of common
and common equivalent shares outstanding during the respective period. Common
equivalent shares include incremental shares from dilutive stock options, which
are calculated from the date of grant under the treasury stock method using the
average market price for the period.

Cash and cash equivalents

Short-term investments, consisting principally of commercial paper and
certificates of deposit which have a maturity of ninety days or less at date of
purchase, are considered cash equivalents.

25
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
1. Summary of Significant Accounting Policies--(Continued)

Restricted cash

In its capacity as an insurance broker, Gallagher collects premiums from
insureds and, after deducting its commissions and/or fees, remits these
premiums to insurance carriers. Unremitted insurance premiums are held in a
fiduciary capacity until disbursed by Gallagher. Various state and foreign
agencies that regulate insurance brokers provide specific requirements that
limit the type of investments that may be made with such funds. Accordingly
Gallagher invests these funds in cash, money market accounts, commercial paper
and certificates of deposit. Gallagher earns interest income on these
unremitted funds, which is reported as investment income and other in the
accompanying consolidated statements of earnings.

Premiums collected from insureds but not yet remitted to insurance carriers
are restricted as to use by laws in certain states and foreign jurisdictions in
which Gallagher's subsidiaries operate. These unremitted amounts are reported
as restricted cash in the accompanying consolidated balance sheets, with the
related liability reported as premiums payable to insurance companies.
Additionally, one of Gallagher's United Kingdom subsidiaries is required by
Lloyd's of London to meet certain liquidity requirements.

Investments

Investment strategies are considered trading securities and consist primarily
of limited partnerships which invest in common stocks. Securities designated as
trading are carried at fair value in the accompanying consolidated balance
sheets, with unrealized gains and losses included in the consolidated
statements of earnings. The fair value of investment strategies is determined
by reference to the fair values of the underlying common stocks which are based
on quoted market prices.

Marketable securities are considered available for sale and consist primarily
of preferred and common stocks. Securities designated as available for sale are
carried at fair value in the accompanying consolidated balance sheets, with
unrealized gains and losses, less related deferred income taxes, excluded from
net earnings and reported as accumulated other comprehensive earnings or loss.
Gains and losses are recognized in net earnings when realized using the
specific identification method. The fair value for marketable securities is
based on quoted market prices.

Fixed assets

Fixed assets are carried at cost in the accompanying consolidated balance
sheets. Furniture and equipment with a cost of $104,210,000 and $106,468,000 at
December 31, 2000 and 1999, respectively, are depreciated using the straight-
line method over the estimated useful lives (three to ten years) of the assets.
Leasehold improvements with a cost of $16,151,000 and $16,698,000 at December
31, 2000 and 1999, respectively, are amortized using the straight-line method
over the shorter of the estimated useful lives of the assets or the lease
terms. Gallagher periodically reviews long-lived assets for impairment whenever
events or changes in business circumstances indicate that the carrying value of
the assets may not be recoverable. If the fair value is less than the carrying
amount of the asset, a loss would be recognized for the difference.

Intangible assets

Intangible assets consist of the excess of cost over the value of net
tangible assets of acquired businesses, non-compete agreements and expiration
lists. The excess of cost over the value of net tangible assets is amortized
over fifteen to forty years using the straight-line method. Non-compete
agreements and expiration lists are amortized over two to ten years using the
straight-line method. Accumulated amortization at December 31, 2000 and 1999
was $9,925,000 and $8,063,000, respectively. Amortization expense was

26
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
1. Summary of Significant Accounting Policies--(Continued)

$2,150,000, $3,444,000 and $1,491,000 for 2000, 1999 and 1998, respectively.
Gallagher periodically reviews intangible assets for impairment whenever events
or changes in business circumstances indicate that the carrying value of the
assets may not be recoverable. If the fair value is less than the carrying
amount of the asset, a loss would be recognized for the difference.

Stock based compensation

Gallagher primarily grants stock options for a fixed number of shares to
employees with an exercise price equal to the fair value of the shares at the
date of grant. Gallagher accounts for stock option grants in accordance with
Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for Stock
Issued to Employees," and, accordingly, recognizes no compensation expense for
these stock options granted to employees.

Per common share information

In November 2000, the Board of Directors declared a two-for-one stock split
of Gallagher's common stock, effected in the form of a 100% stock dividend paid
on January 18, 2001 to shareholders of record as of January 2, 2001. As a
result of this action, par value of the common stock remains at $1.00 per
share. All information relating to the number of common shares and per common
share amounts in the accompanying consolidated financial statements and notes
thereto have been restated to give retroactive effect to the stock split for
all periods presented. Accordingly, $39,749,000 in the aggregate was
transferred to common stock from capital in excess of par value ($14,032,000)
and retained earnings ($25,717,000) in the accompanying December 31, 2000
consolidated balance sheet.

Effect of new pronouncements

In 1998, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities," as amended, which is effective for fiscal
years beginning after June 15, 2000. Because of Gallagher's minimal use of
derivatives, management anticipates that the adoption of SFAS 133 will not have
a significant effect on Gallagher's consolidated operating results or financial
position.

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements," as amended, which was effective no later than the fourth fiscal
quarter of 2000 for calendar year companies. SAB 101 summarizes the SEC staff's
views regarding the recognition and reporting of revenues in financial
statements for certain types of transactions. In consideration of the views
expressed in SAB 101, during the fourth quarter of 2000, Gallagher reexamined
its historical application of generally accepted accounting principles relating
to revenue recognition and the general terms underlying the types of
transactions in which Gallagher provides services to its clients. As disclosed
in Note 1, Gallagher's historical accounting policies related to revenue
recognition are consistent with the general provisions of SAB 101. As a result,
the adoption of the applicable provisions of SAB 101 by Gallagher in the fourth
quarter of 2000 was not material to Gallagher's consolidated operating results
or financial position.

In March 2000, the FASB issued FASB Interpretation No. 44 (Interpretation
44), "Accounting for Certain Transactions Involving Stock Compensation," which
was effective July 1, 2000. Interpretation 44 clarifies the application of APB
25. Because Gallagher historically has not modified the terms of its
outstanding stock option grants, management anticipates that the adoption of
Interpretation 44 will not have a significant effect on Gallagher's
consolidated operating results or financial position.

27
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

2. Business Combinations

In 2000, Gallagher acquired substantially all of the net assets of the
following insurance brokerage firms in exchange for its common stock: John P.
Woods Co., Inc., 1,816,000 shares; Universico Group, Ltd., 292,000 shares;
Persing, Dyckman & Toynbee, Inc., 246,000 shares; Atlantic Risk Management
Corporation, 208,000 shares; Davis-Poston & Associates, Inc., 150,000 shares;
Castle Insurance Associates, Inc., 144,000 shares; R. L. Youngdahl &
Associates, Inc., 138,000 shares; Bultman/Bell Associates, Inc., 136,000
shares; R. G. Speno, Inc., 88,000 shares; Rebholz Insurance Agency, Inc.,
84,000 shares; Towle Agency, Inc., 74,000 shares; Powell Insurance Services,
Inc., 39,000 shares; and SiliconInsurance, Inc., 33,000 shares. In addition,
Gallagher acquired substantially all of the net assets of Murphy Consultants, a
benefits consulting firm, in exchange for 58,000 shares of its common stock.

In 1999, Gallagher acquired substantially all of the net assets of the
following insurance brokerage firms in exchange for its common stock: Goodman
Insurance Agency, Inc., 630,000 shares; Dodson-Bateman & Company, 590,000
shares; Associated Risk Managers of California, Insurance Producers, dba ARM of
California, 396,000 shares; and Sternfels Insurance Agency, Inc., 192,000
shares. In addition, Gallagher acquired substantially all of the net assets of
the following benefit consulting firms in 1999 in exchange for its common
stock: Group Benefit Concepts, Inc., 182,000 shares; and Stanley E. Clarke &
Associates, Inc., 122,000 shares.

These acquisitions were accounted for as poolings of interests and, except
for two of the 2000 acquisitions whose results were not significant, the
consolidated financial statements for all periods prior to the acquisition
dates have been restated to include the operations of these companies. The
following summarizes the restatement of the 1999 and 1998 consolidated
financial statements to reflect the operations of the 2000 acquisitions (in
thousands, except per share data):

<TABLE>
<CAPTION>
As Attributable
Previously to Pooled As
1999 Reported Companies Restated
- ---- ---------- ------------ --------
<S> <C> <C> <C>
Total revenues................................ $605,836 $50,568 $656,404
Net earnings.................................. 67,753 2,497 70,250
Net earnings per common share................. .93 (.01) .92
Net earnings per common and common equivalent
share........................................ .88 (.01) .87

1998
- ----
Total revenues................................ $559,647 $44,063 $603,710
Net earnings.................................. 58,137 546 58,683
Net earnings per common share................. .80 (.02) .78
Net earnings per common and common equivalent
share........................................ .77 (.03) .74
</TABLE>

In 2000, Gallagher acquired 60% of the net assets of MBR Pty Limited, an
Australian company engaged in the reinsurance brokerage and services business
in exchange for an initial cash payment of $2,100,000. Also in 2000, Gallagher
acquired substantially all of the net assets of Joe E. Martin, Inc., an
employee benefits broker and consultant, in exchange for an initial cash
payment of $340,000. These acquisitions were accounted for as purchases. In
1999, Gallagher acquired substantially all of the net assets of R.W. Thom &
Company, Inc., an insurance brokerage firm, in exchange for a cash payment of
$250,000. This acquisition was also accounted for as a purchase. These purchase
acquisitions were not material to either the 2000 or 1999 consolidated
financial statements.

3. Insurance Company Receivables and Payables

A reinsurance intermediary subsidiary of Gallagher includes only amounts
relating to brokerage commission revenue in premiums and fees receivable in the
accompanying consolidated balance sheets. The

28
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. Insurance Company Receivables and Payables--(Continued)

premiums and claims receivable and payable, as well as the related excise taxes
payable, associated with the reinsurance brokerage commission revenue, are not
included in the accompanying consolidated balance sheets because they are not
assets and liabilities of Gallagher. The excluded amounts are as follows (in
thousands):

<TABLE>
<CAPTION>
December 31,
------------------
2000 1999
-------- --------
<S> <C> <C>
Premiums and Claims:
Receivable................................................ $373,764 $331,320
Payable................................................... 378,166 340,746
</TABLE>

The differences between the receivable and payable balances represent
fiduciary funds received by the reinsurance intermediary subsidiary, which are
included in restricted cash and premiums payable to insurance companies in the
accompanying consolidated balance sheets.

4. Investments

The following is a summary of marketable securities--available for sale (in
thousands):

<TABLE>
<CAPTION>
Cost or Gross Gross
Amortized Unrealized Unrealized Fair
December 31, 2000 Cost Gains Losses Value
- ----------------- --------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Preferred stocks....................... $ 15,127 $ 615 $ 1,525 $ 14,217
Common stocks.......................... 8,423 593 3,079 5,937
Fixed maturities....................... 3,919 10 777 3,152
--------- ---------- ---------- --------
$ 27,469 $ 1,218 $ 5,381 $ 23,306
========= ========== ========== ========
December 31, 1999
- -----------------
Preferred stocks....................... $ 15,583 $ 225 $ 1,997 $ 13,811
Common stocks.......................... 4,975 37 2,567 2,445
Fixed maturities....................... 4,164 26 172 4,018
--------- ---------- ---------- --------
$ 24,722 $ 288 $ 4,736 $ 20,274
========= ========== ========== ========
</TABLE>

The gross realized gains on sales of marketable securities totaled $884,000,
$1,579,000, and $3,054,000 for 2000, 1999 and 1998, respectively. The gross
realized losses totaled $750,000, $1,051,000, and $1,179,000 for 2000, 1999 and
1998, respectively.

The cost or amortized cost and fair value of fixed maturities at December 31,
2000, by contractual maturity, are as follows (in thousands):

<TABLE>
<CAPTION>
Cost or
Amortized Fair
Cost Value
--------- ------
<S> <C> <C>
Due in 2001................................................... $ 147 $ 147
Due in 2002 through 2005...................................... 1,136 794
Due in 2006 through 2010...................................... 103 100
Due in 2011 and thereafter.................................... 2,533 2,111
------ ------
$3,919 $3,152
====== ======
</TABLE>

The expected maturities may differ from contractual maturities in the
foregoing table because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.

29
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

4. Investments--(Continued)

The following is a summary of other noncurrent assets (in thousands):

<TABLE>
<CAPTION>
December 31,
------------------
2000 1999
-------- --------
<S> <C> <C>
Tax advantaged investments................................. $ 40,243 $ 58,457
Assets related to non-real estate equity investments....... 33,021 25,013
Real estate partnerships................................... 26,563 13,332
Notes receivable from investees............................ 22,593 37,206
Other investments.......................................... 22,176 12,987
Deferred compensation plan assets.......................... 7,365 2,419
Other...................................................... 6,567 5,910
-------- --------
$158,528 $155,324
======== ========
</TABLE>

Tax advantaged investments represent amounts invested by Gallagher in limited
partnerships that operate qualified affordable housing or alternative energy
projects. Gallagher receives tax benefits in the form of tax deductions for
operating losses and tax credits from these investments. The tax advantaged
investments are primarily accounted for using the effective yield method and
are carried at amortized cost in the consolidated balance sheets. Under the
effective yield method, Gallagher recognizes the tax credits as they are
allocated by the partnerships, which are included, net of amortization of the
investment, as a component of the provision for income taxes. During 2000 and
1999, Gallagher received tax benefits related to $40,243,000 and $37,180,000 of
the aggregate amount invested in the tax advantaged investments at December 31,
2000 and 1999, respectively. Investments in real estate partnerships at
December 31, 2000 primarily represent an investment in a limited partnership
that owns the building that Gallagher leases for its corporate headquarters and
several of its subsidiary operations, and an investment in a limited
partnership that owns 11,000 acres of land near Orlando, Florida, that is
currently under development. At December 31, 1999 investments in real estate
partnerships primarily represented the Florida real estate investment.
Investments in real estate partnerships are primarily carried on the equity
basis at December 31, 2000 and on the cost basis at December 31, 1999 in the
consolidated balance sheets, which approximated fair value at December 31, 2000
and 1999. Notes receivable from investees represent secured loans made by
Gallagher to several of its equity and limited partnership investments.
Interest rates on the loans at December 31, 2000 and 1999 ranged from 6.0% to
11.5%. The carrying value of these loans at December 31, 2000 and 1999
approximated fair value.

Significant components of investment income and other are as follows (in
thousands):

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------
2000 1999 1998
------- ------- -------
<S> <C> <C> <C>
Interest............................................ $21,894 $17,704 $13,962
Dividends........................................... 2,955 2,345 2,771
Net realized and unrealized gains................... 2,006 6,011 4,144
Gains on sales of operations........................ 1,823 -- --
Other income........................................ 11,708 2,025 807
Income (loss) from equity investments............... 1,034 2,058 (745)
------- ------- -------
Total investment income and other................... $41,420 $30,143 $20,939
======= ======= =======
</TABLE>

The net change in unrealized gain (loss) on investment strategies included in
the foregoing table amounted to $628,000 in 2000, $889,000 in 1999 and
($611,000) in 1998. In 2000, Gallagher recognized $7,200,000 of

30
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

4. Investments--(Continued)

income related to the forfeiture of a non-refundable down payment from the
termination of an installment sale of a synthetic fuel facility and $2,000,000
of income related to an investment development fee generated from one of
Gallagher's alternative energy investments. This income has been included in
other income in the foregoing table. In 2000, Gallagher sold several
underperforming or geographically undesirable operations and recorded aggregate
gains on these sales of $1,823,000. The net assets sold and the operating
results included in the consolidated statements of earnings related to these
operations were not material to the consolidated financial statements. In 1999,
Gallagher sold a portion of its interests in limited partnerships that operate
qualified affordable housing projects for cash proceeds of $6,264,000. The gain
recognized in 1999 on this sale of limited partnership interests was
$3,015,000, which has been included in net realized and unrealized gains in the
foregoing table.

The components of other comprehensive earnings, including the related income
tax effects, consist of the following (in thousands):

<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
2000 1999 1998
------- ------- -------
<S> <C> <C> <C>
Change in unrealized gain (loss) on available for
sale securities during the year, net of income taxes
of $95, ($1,251) and ($844), respectively........... $ 143 $(1,877) $(1,267)
Reclassification adjustment for losses (gains)
realized in net earnings during the year, net of
income taxes of $19, ($10) and ($778), respectively. 28 (15) (1,168)
------- ------- -------
Net change in unrealized gain (loss) on available for
sale securities during the year, net of income taxes
of $114, ($1,261) and ($1,622), respectively........ $ 171 $(1,892) $(2,435)
======= ======= =======
</TABLE>

5. Credit Agreements

In 2000, Gallagher and one of its significant subsidiaries entered into an
unsecured revolving credit agreement, which expires on September 10, 2003, with
a group of five financial institutions. The credit agreement provides for
short-term and long-term revolving credit commitments of $100,000,000 and
$50,000,000, respectively. The facility provides for loans and letters of
credit. Letters of credit are limited to $50,000,000 and are applied against
the $50,000,000 long-term facility in the determination of net funds available
for future borrowing. The credit agreement provides for borrowings to be
denominated in either U.S. dollars or Alternative Currencies, as defined in the
credit agreement. In addition, the credit agreement has two borrowing options,
Domestic Rate Loans, as defined in the credit agreement, or Eurocurrency Loans.
Interest rates on borrowings under the Domestic Rate Loan option are based on
the prime commercial rate and interest rates on borrowings under the
Eurocurrency Loan option are based on LIBOR plus .425% and LIBOR plus .400% for
short-term and long-term revolving credit commitments, respectively. The
facility fee related to this credit agreement is based on .075% and .100% of
the used and unused portions of the short-term and long-term revolving credit
commitments, respectively.

As of December 31, 2000, under this credit agreement, Gallagher has
contingently committed to funding $41,700,000 through letter of credit
arrangements related to one of its equity investments and to several of its
other investments and insurance programs. Accordingly, Gallagher has
$108,300,000 available for future borrowing. Terms of the credit agreement
include various covenants that require Gallagher to maintain specified levels
of tangible net worth and restrict the amount of payments on certain
expenditures. Gallagher was in compliance with these covenants as of December
31, 2000. There were no borrowings under this credit agreement in 2000.

31
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

5. Credit Agreements--(Continued)

At December 31, 1999, Gallagher had a $20,000,000 variable rate (based on
LIBOR plus .400%) unsecured revolving credit agreement. As of December 31,
1999, there were no borrowings outstanding under this credit agreement.
Gallagher also had three line of credit facilities that totaled $45,000,000 in
the aggregate as of December 31, 1999. Short-term borrowings under these
facilities totaled $15,000,000 at December 31, 1999. The weighted average
interest rates on the short-term borrowings were 7.2% and 6.1% during 2000 and
1999, respectively. In 2000, Gallagher paid the remaining loan balances under
these facilities and terminated these agreements. These agreements were
replaced by the $150,000,000 credit agreement mentioned above.

6. Capital Stock and Stockholders' Rights Plan

Capital Stock

The table below summarizes certain information about Gallagher's capital
stock at December 31, 2000 and 1999 (in thousands, except per share data):

<TABLE>
<CAPTION>
Par Authorized
Class Value Shares
- ----- ------ ----------
<S> <C> <C>
Preferred stock............................................... No par 1,000
Common stock.................................................. $ 1.00 200,000
</TABLE>

Stockholders' Rights Plan

Non-voting Rights, authorized by the Board of Directors on March 10, 1987 and
approved by stockholders on May 12, 1987, are outstanding on each share of
outstanding common stock. The Rights Plan was amended in 1996 to extend the
expiration of the Rights to May 12, 2007. Under certain conditions, each Right
may be exercised to purchase one share of common stock at an exercise price of
$25. The Rights become exercisable and transferable after a public announcement
that a person or group (as defined) has acquired 20% or more of the common
stock or after commencement or public announcement of a tender offer for 30% or
more of the common stock. If Gallagher is acquired in a merger or business
combination, each Right exercised gives the holder the right to purchase $50 of
market value of common stock of the surviving company for the $25 exercise
price. The Rights may be redeemed by Gallagher at $.0125 per Right at any time
prior to the public announcement of the acquisition of 20% of the common stock.

7. Earnings Per Share

The following table sets forth the computation of net earnings per common
share and net earnings per common and common equivalent share (in thousands,
except per share data):

<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Net earnings........................................ $ 87,776 $ 70,250 $ 58,683
======== ======== ========
Weighted average number of common shares
outstanding........................................ 78,515 76,635 75,714
Dilutive effect of stock options using the treasury
stock method....................................... 5,409 3,928 3,216
-------- -------- --------
Weighted average number of common and common
equivalent shares outstanding...................... 83,924 80,563 78,930
======== ======== ========
Net earnings per common share....................... $ 1.12 $ .92 $ .78
Net earnings per common and common equivalent share. 1.05 .87 .74
</TABLE>

32
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
7. Earnings Per Share--(Continued)

Options to purchase 313,000, 40,000 and 80,000 shares of common stock were
outstanding at December 31, 2000, 1999 and 1998, respectively, but were not
included in the computation of the dilutive effect of stock options. These
options were excluded from the computation because the options' exercise prices
were greater than the average market price of the common shares during the
respective year and, therefore, would be antidilutive to earnings per share
under the treasury stock method.

8. Stock Option Plans

Gallagher has incentive and nonqualified stock option plans for officers and
key employees of Gallagher and its subsidiaries. The options are primarily
granted at the fair value of the underlying shares at the date of grant.
Options granted under the nonqualified plan primarily become exercisable at the
rate of 10% per year beginning the calendar year after the date of grant or
earlier in the event of death, disability or retirement. Options expire ten
years from the date of grant, or earlier in the event of termination of the
employee.

In addition, Gallagher has a non-employee directors' stock option plan which
currently authorizes 940,000 shares for grant, with Discretionary Options
granted at the direction of the Option Committee and Retainer Options granted
in lieu of the directors' annual retainer. Discretionary Options shall be
exercisable at such rates as shall be determined by the Committee on the date
of grant. Retainer Options shall be cumulatively exercisable at the rate of 25%
of the total Retainer Option at the end of each full fiscal quarter succeeding
the date of grant. The excess of fair value at the date of grant over the
option price for these nonqualified stock options is considered compensation
and is charged against earnings ratably over the vesting period.

Gallagher also has an incentive stock option plan for its officers and key
employees resident in the United Kingdom. The United Kingdom plan is
essentially the same as Gallagher's domestic employee stock option plans, with
certain modifications to comply with United Kingdom law and to provide
potentially favorable tax treatment for grantees resident in the United
Kingdom.

All of the aforementioned stock option plans provide for the immediate
vesting of all outstanding stock option grants in the event of a change in
control of Gallagher. A change in control of Gallagher is defined as the
acquisition by a person (or entity) of the beneficial ownership of 50% or more
of Gallagher's common stock; the cessation, for any reason, of a majority of
directors of Gallagher to serve as directors during any two year period; or the
approval by the stockholders of Gallagher of the sale of substantially all of
the assets of Gallagher.

Gallagher accounts for stock option grants in accordance with APB 25 and,
accordingly, recognizes no compensation expense for stock options that are
granted to employees at the fair value of the underlying shares at the date of
grant. Statement of Financial Accounting Standards No. 123 (SFAS 123),
"Accounting for Stock-Based Compensation," requires disclosure of pro forma
information regarding net earnings and net earnings per share, using pricing
models to estimate the fair value of stock option grants. Had compensation
expense for Gallagher's stock option plans been determined based on the
estimated fair value at the date of grant consistent with the methodology
prescribed under SFAS 123, approximate net earnings and net earnings per share
would have been as follows (in thousands, except per share data):

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------
2000 1999 1998
------- ------- -------
<S> <C> <C> <C>
Pro forma net earnings.............................. $85,730 $68,775 $57,631
Pro forma net earnings per common share............. 1.09 .90 .76
Pro forma net earnings per common and common
equivalent share................................... 1.03 .86 .74
</TABLE>

33
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
8. Stock Option Plans--(Continued)

For purposes of the pro forma disclosures, the estimated fair values of the
stock option grants are amortized to expense over the options' expected lives.
The fair value of stock options at the date of grant was estimated using the
Black-Scholes option pricing model with the following weighted-average
assumptions:

<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Dividend yield....................................... 2.5% 3.1% 3.1%
Risk-free interest rate.............................. 5.1% 6.6% 4.9%
Volatility........................................... 24.6% 22.9% 24.1%
Expected life (years)................................ 6.0 8.0 8.0
</TABLE>

The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because Gallagher's employee and director stock options have characteristics
significantly different from those of traded options, and because changes in
the selective input assumptions can materially affect the fair value estimate,
in management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its employee and director stock
options.

The pro forma disclosures above only include the effect of options granted
subsequent to January 1, 1995. Accordingly, the effects of applying the SFAS
123 pro forma disclosures to future periods may not be indicative of future
effects.

The following is a summary of all of Gallagher's stock option activity and
related information (in thousands, except exercise price data):

<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------------------
2000 1999 1998
----------------- ----------------- -----------------
Weighted Weighted Weighted
Shares Average Shares Average Shares Average
Under Exercise Under Exercise Under Exercise
Option Price Option Price Option Price
------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance........ 15,800 $ 8.05 17,844 $ 7.63 17,308 $7.07
Granted.................. 2,642 19.98 944 12.44 3,044 9.48
Exercised................ (3,811) 7.22 (2,512) 6.36 (2,352) 5.80
Canceled................. (212) 9.68 (476) 8.46 (156) 8.21
------ ------ ------ ------ ------ ------
Ending balance........... 14,419 $10.43 15,800 $ 8.05 17,844 $7.63
====== ====== ====== ====== ====== ======
Exercisable at end of
year.................... 5,229 6,736 6,972
====== ====== ======
</TABLE>

Options with respect to 4,553,000 shares were available for grant at December
31, 2000.

34
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

8. Stock Option Plans--(Continued)

Other information regarding stock options outstanding and exercisable at
December 31, 2000 is summarized as follows (in thousands, except exercise price
data):

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
-------------------------------- --------------------
Weighted
Average
Remaining Weighted Weighted
Contractual Average Average
Range of Exercise Prices Number Life Exercise Number Exercise
- ------------------------ Outstanding (in years) Price Exercisable Price
----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$ .25 - $ 7.97.......... 4,942 3.70 $ 6.92 2,532 $ 6.65
8.00 - 9.25.......... 5,723 5.04 8.79 2,416 8.63
9.31 - 25.50.......... 3,611 9.06 17.07 281 11.82
29.56 - 30.09.......... 143 9.91 30.03 -- --
-------- -------- -------- -------- --------
$ .25 - $30.09.......... 14,419 5.64 $10.43 5,229 $ 7.85
======== ======== ======== ======== ========
</TABLE>

9. Retirement Plans

Gallagher has a noncontributory defined benefit pension plan which covers
substantially all domestic employees who have attained a specified age and one
year of employment. Benefits under the plan are based on years of service and
salary history. Plan assets consist primarily of common stocks and bonds
invested under the terms of a group annuity contract managed by a life
insurance company.

Gallagher accounts for the defined benefit pension plan in accordance with
Statement of Financial Accounting Standards No. 87 (SFAS 87), "Employers'
Accounting for Pensions." The difference between the present value of the
pension benefit obligation at the date of adoption of SFAS 87 and the fair
value of plan assets at that date is being amortized on a straight-line basis
over the average remaining service period of employees expected to receive
benefits.

35
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

9. Retirement Plans--(Continued)

A reconciliation of the beginning and ending balances of the pension benefit
obligation and fair value of plan assets and the funded status of the plan is
as follows (in thousands):

<TABLE>
<CAPTION>
Years Ended
December 31,
------------------
2000 1999
-------- --------
<S> <C> <C>
Change in pension benefit obligation:
Pension benefit obligation at beginning of year............ $ 80,728 $ 65,314
Service cost............................................... 7,754 7,058
Interest cost.............................................. 6,002 5,176
Net actuarial (gain) loss.................................. (82) 4,355
Benefits paid.............................................. (1,610) (1,175)
-------- --------
Pension benefit obligation at end of year.................. 92,792 80,728
-------- --------
Change in plan assets:
Fair value of plan assets at beginning of year............. 63,148 55,053
Actual return on plan assets............................... (1,742) 9,270
Company contributions...................................... 6,341 --
Benefits paid.............................................. (1,610) (1,175)
-------- --------
Fair value of plan assets at end of year................... 66,137 63,148
-------- --------
Funded status of the plan (underfunded).................... (26,655) (17,580)
Unrecognized net actuarial gain............................ (5,162) (13,252)
Unrecognized prior service cost............................ 882 992
Unrecognized transition obligation......................... 331 387
-------- --------
Accrued pension benefit cost............................... $(30,604) $(29,453)
======== ========
</TABLE>
The components of the net periodic pension benefit cost for the plan consists
of the following (in thousands):

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------
2000 1999 1998
------- ------- -------
<S> <C> <C> <C>
Service cost--benefits earned during the year........ $ 7,754 $ 7,058 $ 7,355
Interest cost on benefit obligation.................. 6,002 5,176 4,560
Expected return on plan assets....................... (5,935) (4,897) (4,168)
Recognized net actuarial gain........................ (495) (199) --
Amortization of prior service cost................... 110 110 110
Amortization of transition obligation................ 56 56 56
Other................................................ 26 26 26
------- ------- -------
Net periodic pension benefit cost.................... $ 7,518 $ 7,330 $ 7,939
======= ======= =======

The following assumptions were used in determining the plan's pension benefit
obligation for 2000, 1999 and 1998:

Discount rate........................................................ 7.5%
Rate of increase in future compensation levels....................... 6.5%
Expected long-term rate of return on assets.......................... 9.0%
</TABLE>

36
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

9. Retirement Plans--(Continued)

Gallagher has a qualified contributory savings and thrift (401(k)) plan
covering the majority of its employees. Gallagher's matching contributions (up
to a maximum of 2% of eligible compensation) are at the discretion of
Gallagher's Board of Directors and may not exceed the maximum amount deductible
for federal income tax purposes. Gallagher contributed $4,638,000, $4,165,000
and $4,277,000 in 2000, 1999 and 1998, respectively. Effective January 1, 1999,
Gallagher implemented a nonqualified deferred compensation plan for certain
employees, who due to Internal Revenue Service rules, cannot take full
advantage of the Gallagher matching contributions under the savings and thrift
plan. The plan permits these employees to annually elect to defer a portion of
their compensation until their retirement. Gallagher's matching contributions
to this plan are also at the discretion of Gallagher's Board of Directors.
Gallagher contributed $316,000 and $236,000 to the plan in 2000 and 1999,
respectively. The fair value of the plan's assets as of December 31, 2000 and
1999, including employee contributions and investment earnings thereon, was
$7,365,000 and $2,419,000, respectively, and has been included in other
noncurrent assets and the corresponding liability has been included in other
noncurrent liabilities in the accompanying consolidated balance sheets.

Gallagher also has a foreign defined contribution plan which provides for
basic contributions by Gallagher and voluntary contributions by employees
resident in the United Kingdom which are matched 100% by Gallagher, up to a
maximum of 5% of eligible compensation. Net expense for foreign retirement
plans amounted to $2,465,000 in 2000, $2,253,000 in 1999 and $3,128,000 in
1998.

10. Postretirement Benefits Other Than Pensions

In 1992, Gallagher amended its health benefits plan to eliminate retiree
coverage, except for retirees and those employees who had already attained a
specified age and length of service at the time of the amendment. The retiree
health plan is contributory, with contributions adjusted annually and is funded
on a pay-as-you-go basis.

A reconciliation of the beginning and ending balances of the postretirement
benefit obligation and the funded status of the plan is as follows (in
thousands):

<TABLE>
<CAPTION>
Years Ended
December 31,
------------------
2000 1999
-------- --------
<S> <C> <C>
Change in postretirement benefit obligation:
Postretirement benefit obligation at beginning of year....... $ 7,883 $11,277
Service cost................................................. -- --
Interest cost................................................ 491 563
Net actuarial gain........................................... (1,238) (3,622)
Benefits paid................................................ (284) (335)
------- -------
Postretirement benefit obligation at end of year............. 6,852 7,883
Fair value of plan assets at beginning and end of year....... -- --
------- -------
Funded status of the plan (underfunded)...................... (6,852) (7,883)
Unrecognized net actuarial gain.............................. (5,357) (4,444)
Unrecognized prior service cost.............................. -- --
Unrecognized transition obligation........................... 6,140 6,652
------- -------
Accrued postretirement benefit cost.......................... $(6,069) $(5,675)
======= =======
</TABLE>

37
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

10. Postretirement Benefits Other Than Pensions--(Continued)

The components of the net periodic postretirement benefit cost include the
following (in thousands):

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------
2000 1999 1998
------- ------- -------
<S> <C> <C> <C>
Service cost--benefits earned during the year........ $ -- $ -- $ --
Interest cost on benefit obligation.................. 491 563 803
Amortization of transition obligation................ 512 512 512
Amortization of net actuarial gain................... (325) (253) --
------- ------- -------
Net periodic postretirement benefit cost............. $ 678 $ 822 $ 1,315
======= ======= =======
</TABLE>

The discount rate used to measure the postretirement benefit obligation was
7.5% at December 31, 2000, 1999 and 1998. The transition obligation is being
amortized over a 20 year period. For measurement purposes, a 7.5% annual rate
of increase in the per capita cost of covered health care benefits was assumed
for 2001. This rate was assumed to gradually scale down to 4.5% for 2009 and
remain at that level thereafter. The assumed health care cost trend rate has a
significant effect on the amounts reported and disclosed herein. A one
percentage point change in the assumed health care cost trend rate would have
the following effects (in thousands):

<TABLE>
<CAPTION>
One Percentage Point
-----------------------
Increase (Decrease)
---------- -----------
<S> <C> <C>
Effect on the net periodic postretirement benefit
cost in 2000........................................ $ 54 $ (47)
Effect on the postretirement benefit obligation at
December 31, 2000................................... 776 (670)
</TABLE>

11. Commitments and Contingencies

Gallagher is engaged in various legal actions incident to the nature of its
business. Management is of the opinion that none of the litigation will have a
material effect on Gallagher's consolidated financial position or operating
results.

Gallagher generally operates in leased premises. Certain office space leases
have options permitting renewals for additional periods. In addition to minimum
fixed rentals, a number of leases contain annual escalation clauses generally
related to increases in an inflation index.

Minimum aggregate rental commitments at December 31, 2000 under noncancelable
operating leases having an initial term of more than one year are as follows
(in thousands):

<TABLE>
<CAPTION>
Total
--------
<S> <C>
2001.................................................................. $ 35,602
2002.................................................................. 30,542
2003.................................................................. 23,896
2004.................................................................. 18,128
2005.................................................................. 13,906
Subsequent years...................................................... 38,165
--------
$160,239
========
</TABLE>

Total rent expense, including rent relating to cancelable leases and leases
with initial terms of less than one year, amounted to $44,455,000 in 2000,
$39,424,000 in 1999 and $34,656,000 in 1998.

38
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

12. Income Taxes

Significant components of earnings before income taxes and the provision for
income taxes are as follows (in thousands):

<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------
2000 1999 1998
-------- -------- -------
<S> <C> <C> <C>
Earnings before income taxes:
Domestic......................................... $117,529 $103,120 $81,723
Foreign, principally United Kingdom, Australia
and Bermuda..................................... 7,865 4,974 5,270
-------- -------- -------
$125,394 $108,094 $86,993
======== ======== =======
Provision for income taxes:
Federal:
Current......................................... $ 65,003 $ 33,085 $27,444
Deferred........................................ (33,236) (1,301) (6,940)
-------- -------- -------
31,767 31,784 20,504
-------- -------- -------
State and local:
Current......................................... 6,286 5,830 7,124
Deferred........................................ (4,748) (186) (1,007)
-------- -------- -------
1,538 5,644 6,117
-------- -------- -------
Foreign:
Current......................................... 4,787 1,196 2,629
Deferred........................................ (474) (780) (940)
-------- -------- -------
4,313 416 1,689
-------- -------- -------
Total provision for income taxes.................. $ 37,618 $ 37,844 $28,310
======== ======== =======
</TABLE>

A reconciliation of the provision for income taxes with the United States
federal income tax rate is as follows (in thousands):

<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------------
2000 1999 1998
--------------- --------------- ---------------
% of % of % of
Pretax Pretax Pretax
Amount Income Amount Income Amount Income
------- ------ ------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
Federal statutory rate......... $43,888 35.0 $37,833 35.0 $30,448 35.0
State income taxes--net of
federal....................... 1,796 1.4 3,967 3.7 3,731 4.3
Pre-acquisition earnings of
pooled companies taxed to
previous owners............... (293) (0.2) (200) (0.2) (509) (0.6)
Foreign taxes.................. 1,570 1.3 (712) (0.7) 349 0.4
Affordable housing and
alternative energy tax
credits....................... (11,879) (9.5) (4,990) (4.6) (4,866) (5.6)
Other--net..................... 2,536 2.0 1,946 1.8 (843) (1.0)
------- ------ ------- ------ ------- ------
Provision for income taxes..... $37,618 30.0 $37,844 35.0 $28,310 32.5
======= ====== ======= ====== ======= ======
</TABLE>

39
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

12. Income Taxes--(Continued)

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of Gallagher's deferred tax liabilities and assets are as follows (in
thousands):

<TABLE>
<CAPTION>
December 31,
----------------
2000 1999
------- -------
<S> <C> <C>
Deferred tax assets:
Accrued and unfunded compensation and employee benefits....... $28,916 $21,359
Accrued liabilities........................................... 12,395 10,978
Alternative minimum tax credit carryforward................... 11,949 --
Investment-related partnerships............................... 7,926 --
Unrealized investment loss.................................... 1,665 1,779
Other......................................................... 3,713 3,889
------- -------
Total deferred tax assets.................................... 66,564 38,005
Valuation allowance for deferred tax assets.................. -- --
------- -------
Deferred tax assets.......................................... 66,564 38,005
------- -------
Deferred tax liabilities:
Investment-related partnerships............................... -- 2,808
Other......................................................... 1,532 1,851
------- -------
Deferred tax liabilities..................................... 1,532 4,659
------- -------
Net deferred tax assets........................................ $65,032 $33,346
======= =======
</TABLE>

At December 31, 2000 and 1999, $19,789,000 and $16,380,000, respectively, of
deferred tax assets have been included in other current assets in the
accompanying consolidated balance sheets. During the period from 1994 to 1996,
Gallagher provided for United States federal income taxes on the undistributed
earnings of its foreign subsidiaries. Due to changes in the United States
federal income tax laws effective in 1997, Gallagher no longer provides for
United States federal income taxes on the undistributed earnings ($29,000,000
at December 31, 2000) of certain foreign subsidiaries which are considered
permanently invested outside of the United States. The amount of unrecognized
deferred tax liability on these undistributed earnings is $6,500,000 at
December 31, 2000.

13. Quarterly Operating Results (unaudited)

Quarterly operating results for 2000 and 1999 were as follows (in thousands,
except per share data):

<TABLE>
<CAPTION>
1st 2nd 3rd 4th
-------- -------- -------- --------
2000
- ----
<S> <C> <C> <C> <C>
Total revenues............................. $165,434 $169,625 $197,078 $208,459
Earnings before income taxes............... 25,397 24,479 44,688 30,830
Net earnings............................... 16,550 15,933 31,341 23,952
Net earnings per common share.............. .21 .20 .40 .30
Net earnings per common and common
equivalent share.......................... .20 .19 .37 .28

<CAPTION>
1999
- ----
<S> <C> <C> <C> <C>
Total revenues............................. $149,101 $154,319 $172,520 $180,464
Earnings before income taxes............... 21,672 20,517 36,566 29,339
Net earnings............................... 14,181 13,430 23,729 18,910
Net earnings per common share.............. .19 .18 .31 .25
Net earnings per common and common
equivalent share.......................... .18 .17 .29 .23
</TABLE>

40
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

14. Segment Information

Gallagher has identified three operating segments in addition to its
corporate operations. Insurance Brokerage Services encompasses operations that,
for commission or fee compensation, place or arrange to place insurance
directly related to the clients' funding of risk. This segment also provides
consulting, for fee compensation, related to clients' risk financing programs.
Risk Management Services includes Gallagher's third party administration, loss
control and risk management consulting, workers' compensation investigations
and insurance property appraisal operations. Third party administration is
principally claims management services for Gallagher's clients. Financial
Services is responsible for the management of Gallagher's diversified
investment portfolio, which includes fiduciary funds, marketable and other
equity securities, and tax advantaged and other strategic investments. It
combines the invested assets of Gallagher in order to maximize the return to
the company. Corporate consists primarily of unallocated administrative costs
and the provision for income taxes which is not allocated to Gallagher's
operating segments.

Allocations of investment income and certain expenses are based on
assumptions and estimates, and reported operating results by segment would
change if different methods were applied. Certain assets are not individually
identifiable by segment and, accordingly, have been allocated based on
formulas. Financial information relating to Gallagher's operating segments for
2000, 1999 and 1998 is as follows (in thousands):

<TABLE>
<CAPTION>
Insurance Risk
Brokerage Management Financial
Services Services Services Corporate Total
--------- ---------- --------- --------- ----------
Year Ended December 31, 2000
- ----------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Commissions................. $417,603 $ 1,204 $ -- $ -- $ 418,807
Fees........................ 50,812 229,557 -- -- 280,369
Investment income and other. 15,853 1,534 24,130 (97) 41,420
-------- -------- -------- -------- ----------
Total revenues............ $484,268 $232,295 $ 24,130 $ (97) $ 740,596
======== ======== ======== ======== ==========
Earnings (loss) before income
taxes........................ $ 91,920 $ 33,216 $ 12,997 $(12,739) $ 125,394
Provision for income taxes.... -- -- -- 37,618 37,618
-------- -------- -------- -------- ----------
Net earnings (loss)....... $ 91,920 $ 33,216 $ 12,997 $(50,357) $ 87,776
======== ======== ======== ======== ==========
Income (loss) from equity
investments.................. $ 777 $ -- $ 354 $ (97) $ 1,034
Depreciation and amortization
expense...................... 10,023 5,913 -- 380 16,316
Interest expense.............. 286 174 212 309 981
Net foreign exchange gain
(loss)....................... (290) 20 -- (23) (293)
-----------------------------------------------------
Revenues:
United States............... $443,723 $210,384 $ 23,505 $ (97) $ 677,515
Foreign, principally United
Kingdom, Australia and
Bermuda.................... 40,545 21,911 625 -- 63,081
-------- -------- -------- -------- ----------
Total revenues............ $484,268 $232,295 $ 24,130 $ (97) $ 740,596
======== ======== ======== ======== ==========

<CAPTION>
At December 31, 2000
- --------------------
<S> <C> <C> <C> <C> <C>
Identifiable assets:
United States............... $425,222 $ 47,919 $217,340 $ 96,696 $ 787,177
Foreign, principally United
Kingdom, Australia and
Bermuda.................... 254,938 13,744 6,439 -- 275,121
-------- -------- -------- -------- ----------
Total identifiable assets. $680,160 $ 61,663 $223,779 $ 96,696 $1,062,298
======== ======== ======== ======== ==========
Identifiable assets related
to equity investments...... $ 2,079 $ -- $ 40,390 $ 13,461 $ 55,930
</TABLE>

41
<PAGE>

ARTHUR J. GALLAGHER & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

14. Segment Information--(Continued)

<TABLE>
<CAPTION>
Insurance Risk
Brokerage Management Financial
Services Services Services Corporate Total
--------- ---------- --------- --------- ---------
Year Ended December 31, 1999
- ----------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Commissions..................... $390,984 $ -- $ -- $ -- $ 390,984
Fees............................ 42,424 192,853 -- -- 235,277
Investment income and other..... 9,610 769 19,764 -- 30,143
-------- --------- --------- --------- ---------
Total revenues................ $443,018 $ 193,622 $ 19,764 $ -- $ 656,404
======== ========= ========= ========= =========
Earnings (loss) before income
taxes............................ $ 78,447 $ 23,188 $ 13,529 $ (7,070) $ 108,094
Provision for income taxes........ -- -- -- 37,844 37,844
-------- --------- --------- --------- ---------
Net earnings (loss)........... $ 78,447 $ 23,188 $ 13,529 $ (44,914) $ 70,250
======== ========= ========= ========= =========
Income from equity
investments...................... $ 746 $ -- $ 1,312 $ -- $ 2,058
Depreciation and amortization
expense.......................... 10,927 4,553 -- 1,133 16,613
Interest expense.................. 524 159 226 683 1,592
Net foreign exchange gain
(loss)........................... (83) (37) -- 28 (92)
--------------------------------------------------------------
Revenues:
United States................... $409,814 $ 179,678 $ 17,955 $ -- $ 607,447
Foreign, principally United
Kingdom, Australia and
Bermuda........................ 33,204 13,944 1,809 -- 48,957
-------- --------- --------- --------- ---------
Total revenues................ $443,018 $ 193,622 $ 19,764 $ -- $ 656,404
======== ========= ========= ========= =========

<CAPTION>
At December 31, 1999
- --------------------
<S> <C> <C> <C> <C> <C>
Identifiable assets:
United States................... $399,276 $ 36,498 $ 232,652 $ 51,698 $ 720,124
Foreign, principally United
Kingdom, Australia and
Bermuda........................ 199,046 10,466 6,073 -- 215,585
-------- --------- --------- --------- ---------
Total identifiable assets..... $598,322 $ 46,964 $ 238,725 $ 51,698 $ 935,709
======== ========= ========= ========= =========
Identifiable assets related
to equity investments.......... $ 907 $ -- $ 24,106 $ -- $ 25,013

<CAPTION>
Year Ended December 31, 1998
- ----------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Commissions..................... $369,388 $ 467 $ -- $ -- $ 369,855
Fees............................ 40,539 172,377 -- -- 212,916
Investment income and other..... 10,801 996 9,142 -- 20,939
-------- --------- --------- --------- ---------
Total revenues................ $420,728 $ 173,840 $ 9,142 $ -- $ 603,710
======== ========= ========= ========= =========
Earnings (loss) before income
taxes............................ $ 70,061 $ 16,284 $ 4,770 $ (4,122) $ 86,993
Provision for income taxes........ -- -- -- 28,310 28,310
-------- --------- --------- --------- ---------
Net earnings (loss)........... $ 70,061 $ 16,284 $ 4,770 $ (32,432) $ 58,683
======== ========= ========= ========= =========
Income (loss) from equity
investments...................... $ 234 $ -- $ (979) $ -- $ (745)
Depreciation and amortization
expense.......................... 9,344 3,732 -- 318 13,394
Interest expense.................. 930 88 11 1,054 2,083
Net foreign exchange gain
(loss)........................... (176) 126 -- 2 (48)
--------------------------------------------------------------
Revenues:
United States................... $388,379 $ 161,832 $ 8,735 $ -- $ 558,946
Foreign, principally United
Kingdom, Australia and
Bermuda........................ 32,349 12,008 407 -- 44,764
-------- --------- --------- --------- ---------
Total revenues................ $420,728 $ 173,840 $ 9,142 $ -- $ 603,710
======== ========= ========= ========= =========

<CAPTION>
At December 31, 1998
- --------------------
<S> <C> <C> <C> <C> <C>
Identifiable assets:
United States................... $357,632 $ 34,100 $ 195,302 $ 40,007 $ 627,041
Foreign, principally United
Kingdom, Australia and
Bermuda........................ 156,701 7,373 4,383 -- 168,457
-------- --------- --------- --------- ---------
Total identifiable assets..... $514,333 $ 41,473 $ 199,685 $ 40,007 $ 795,498
======== ========= ========= ========= =========
Identifiable assets related
to equity investments.......... $ 139 $ -- $ 20,137 $ -- $ 20,276
</TABLE>

42
<PAGE>

MANAGEMENT'S REPORT

The management of Arthur J. Gallagher & Co. (Gallagher) is responsible for
the preparation and integrity of the consolidated financial statements and the
related financial comments appearing in this annual report. The consolidated
financial statements were prepared in accordance with accounting principles
generally accepted in the United States and include certain amounts based on
management's best estimates and judgments. Other financial information
presented in this annual report is consistent with the consolidated financial
statements.

Gallagher maintains a system of internal accounting controls designed to
provide reasonable assurance that assets are safeguarded and that transactions
are executed as authorized and are recorded and reported properly. This system
of controls is based on written policies and procedures, appropriate divisions
of responsibility and authority, careful selection and training of personnel
and the utilization of an internal audit function. Policies and procedures
prescribe that Gallagher and all employees are to maintain the highest ethical
standards and that business practices throughout the world are to be conducted
in a manner which is above reproach.

Ernst & Young LLP, independent auditors, has audited Gallagher's consolidated
financial statements and their report is presented herein.

The Board of Directors has an Audit Committee composed entirely of outside
directors. Ernst & Young LLP has direct access to the Audit Committee and
periodically meets with the Committee to discuss accounting, auditing and
financial reporting matters.

Arthur J. Gallagher & Co.

Itasca, Illinois
January 18, 2001

/s/ J. Patrick Gallagher, Jr.
-------------------------------------
J. Patrick Gallagher, Jr.
President and Chief Executive
Officer

/s/ Michael J. Cloherty
-------------------------------------
Michael J. Cloherty
Executive Vice President and
Chief Financial Officer

43
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Arthur J. Gallagher & Co.

We have audited the accompanying consolidated balance sheets of Arthur J.
Gallagher & Co. (Gallagher) as of December 31, 2000 and 1999, and the related
consolidated statements of earnings, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of Gallagher's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Arthur J. Gallagher & Co. at December 31, 2000 and 1999, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.

/s/ Ernst & Young LLP
-------------------------------------
Ernst & Young LLP

Chicago, Illinois
January 18, 2001

44
<PAGE>

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

Not applicable.

45
<PAGE>

PART III

Item 10. Directors and Executive Officers of the Registrant.

Information regarding directors and nominees for directors of Gallagher is
included under the caption entitled "Election of Directors" in the 2001 Proxy
Statement and is incorporated herein by reference.

Item 11. Executive Compensation.

Information regarding executive compensation of Gallagher's directors and
executive officers is included in the 2001 Proxy Statement under the caption
entitled "Compensation of Executive Officers and Directors," and is
incorporated herein by reference; provided, however, the report of the
Compensation Committee on executive compensation and the stock performance
graph shall not be deemed to be incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

Information regarding beneficial ownership of the Common Stock by certain
beneficial owners and by management of Gallagher is included under the caption
entitled "Principal Holders of Securities" in the 2001 Proxy Statement and is
incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions.

Information regarding transactions between Gallagher and Mr. James J.
Braniff III and Mr. Michael J. Cloherty is included under the caption entitled
"Summary Compensation Table" (in footnotes 4 and 5) in the 2001 Proxy Statement
and is incorporated herein by reference. Information regarding a transaction
between Gallagher and Mr. James R. Wimmer is included under the caption
entitled "Compensation Committee Interlocks and Insider Participation" in the
2001 Proxy Statement and is incorporated herein by reference.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) The following documents are filed as a part of this report:

1. Consolidated Financial Statements of Arthur J. Gallagher & Co.
consisting of:

(a) Consolidated Statements of Earnings for each of the three years
in the period ended December 31, 2000.

(b) Consolidated Balance Sheets as of December 31, 2000 and 1999.

(d) Consolidated Statements of Stockholders' Equity for each of the
three years in the period ended December 31, 2000.

(e) Notes to Consolidated Financial Statements.

(f) Management's Report.

(g) Report of Independent Auditors.

2. Consolidated Financial Statement Schedules consisting of:

(a) Schedule II--Valuation and Qualifying Accounts.

All other schedules are omitted because they are not applicable,
or not required, or because the required information is included in
the Consolidated Financial Statements or the Notes thereto.

46
<PAGE>

3. Exhibits:

<TABLE>
<C> <S>
3.1 Restated Certificate of Incorporation of Gallagher
(incorporated by reference to the same exhibit number to
Gallagher's Form 10-Q Quarterly Report for the quarterly
period ended June 30, 1996, File No. 1-9761).
3.1.1 Certificate of Amendment of Restated Certificate of
Incorporation of Arthur J. Gallagher & Co., Amended as of May
18, 2000 (incorporated by reference to the same exhibit number
to Gallagher's Form 10-Q Quarterly Report for the period ended
June 30, 2000, File No. 1-9761).
3.2 By-Laws of Gallagher (incorporated by reference to the same
exhibit number to Gallagher's Form S-1 Registration Statement
No. 33-10447).
3.3 Rights Agreement between Gallagher and Bank of America
Illinois (formerly Continental Illinois National Bank and
Trust Company of Chicago) (incorporated by reference to
Exhibits 1 and 2 to Gallagher's Form 8-A Registration
Statement filed May 12, 1987, File No. 0-13480).
3.4 Assignment and Assumption Agreement of Rights Agreement by and
among Bank of America Illinois (formerly Continental Illinois
National Bank and Trust Company of Chicago), Harris Trust and
Savings Bank and Gallagher (incorporated by reference to the
same exhibit number to Gallagher's Form S-8 Registration
Statement No. 33-38031).
3.5 Amendment No. 1 to Exhibit 3.3 (incorporated by reference to
the same exhibit number to Gallagher's Form 10-Q Quarterly
Report for the quarterly period ended June 30, 1996, File No.
1-9761).
4.1 Instruments defining the rights of security holders (relevant
portions contained in the Restated Certificate of
Incorporation and By-Laws of Gallagher and the Rights
Agreement in Exhibits 3.1, 3.2, and 3.3, respectively, hereby
incorporated by reference).
**10.25 Arthur J. Gallagher & Co. United Kingdom Incentive Stock
Option Plan, Amended and restated as of January 22, 1998 and
approved by the Inland Revenue on June 12, 1998 (incorporated
by reference to the same exhibit number to Gallagher's Form
10-Q Quarterly Report for the quarterly period ended June 30,
1998, File No. 1-9761).
**10.26 Arthur J. Gallagher & Co. 1988 Incentive Stock Option Plan,
Amended and restated as of May 19, 1998 (incorporated by
reference to the same exhibit number to Gallagher's Form 10-Q
Quarterly Report for the quarterly period ended June 30, 1998,
File No. 1-9761).
**10.27 Arthur J. Gallagher & Co. 1988 Nonqualified Stock Option Plan,
Amended and restated as of January 22, 1998 (incorporated by
reference to the same exhibit number to Gallagher's Form 10-Q
Quarterly Report for the quarterly period ended June 30, 1998,
File No. 1-9761).
**10.27.1 Amendment No. 1 to the Arthur J. Gallagher & Co. Restated 1988
Nonqualified Stock Option Plan, Amended as of January 20, 2000
(incorporated by reference to the same exhibit number to
Gallagher's Form 10-Q Quarterly Report for the period ended
June 30, 2000, File No. 1-9761).
**10.28 Arthur J. Gallagher & Co. 1989 Non-Employee Directors' Stock
Option Plan, Amended and restated as of January 22, 1998
(incorporated by reference to the same exhibit number to
Gallagher's Form 10-Q Quarterly Report for the quarterly
period ended June 30, 1998, File No. 1-9761).
**10.28.1 Amendment No. 2 to the Arthur J. Gallagher & Co. Restated 1989
Non-Employee Directors' Stock Option Plan, Amended as of
January 20, 2000 (incorporated by reference to the same
exhibit number to Gallagher's Form 10-Q Quarterly Report for
the period ended June 30, 2000, File No. 1-9761).
10.5 Lease Agreement between Arthur J. Gallagher & Co. and Itasca
Center III Limited Partnership, a Texas limited partnership,
dated July 26, 1989 (incorporated by reference to the same
exhibit number to Gallagher's Form 10-K Annual Report for
1989, File No. 1-9761).
10.7 Letter dated December 31, 1983 from Arthur J. Gallagher & Co.
to Bank of America Illinois (formerly Continental Illinois
National Bank and Trust Company of Chicago) regarding Common
Stock Purchase Financing Program including exhibits thereto
and related letters (incorporated by reference to the same
exhibit number to Gallagher's Form S-1 Registration Statement
No. 2-89195).
</TABLE>

47
<PAGE>

<TABLE>
<C> <S>
10.71 Amendment to Exhibit No. 10.7 dated September 11, 1985
(incorporated by reference to the same exhibit number to
Gallagher's Form 10-K Annual Report for 1985, File No.
0-13480).
10.8 Credit Agreement Dated as of September 11, 2000 Among Arthur J.
Gallagher & Co., AJG Financial Services, Inc., The Banks Party
Thereto, Harris Trust and Savings Bank, as Agent and Lead
Arranger, Citibank, N.A., as Co-Lead Arranger and Syndication
Agent, and Bank of America, N.A. as Co-Lead Arranger and
Documentation Agent (incorporated by reference to the same
exhibit number to Gallagher's Form 10-Q Quarterly Report for
the period ended September 30, 2000, File No. 1-9761).
10.8.1 Arthur J. Gallagher & Co. and AJG Financial Services, Inc.
First Amendment to Credit Agreement Dated as of November 10,
2000 (incorporated by reference to the same exhibit number to
Gallagher's Form 10-Q Quarterly Report for the period ended
September 30, 2000, File No. 1-9761).
**10.10 Board of Directors' Resolution from meeting on January 26, 1984
relating to consulting and retirement benefits for certain
directors (incorporated by reference to the same exhibit number
to Gallagher's Form S-1 Registration Statement No. 2-89195).
**10.11 Form of Indemnity Agreement between Gallagher and each of its
directors and corporate officers (incorporated by reference to
Attachment A to Gallagher's Proxy Statement dated April 10,
1987 for its Annual Meeting of Stockholders, File No. 0-13480).
**10.14 Form of Change in Control Agreement between Gallagher and each
of its Executive Officers (incorporated by reference to the
same exhibit number to Gallagher's Form 10-K Annual Report for
1998, File No. 1-9761).
**10.15 Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan
(incorporated by reference to the same exhibit number to
Gallagher's Form 10-K Annual Report for 1999, File No. 1-9761).
* **10.16 Arthur J. Gallagher & Co. Deferred Equity Participation Plan
and Deferred Equity Trust Agreement dated March 22, 2001.
* **10.17 Executive Bonus Agreement dated June 2, 2000 between Gallagher
and Michael J. Cloherty.
* **10.18 Promissory Note dated March 15, 2001 in the principal amount of
$2,382,900 from Michael J. Cloherty, payable to Gallagher.
* **10.19 Employment Agreement dated January 1, 1999 between Gallagher
and James J. Braniff III.
* **10.20 Secured Promissory Note dated June 19, 1996 in the principal
amount of $1,155,000 from James J. Braniff III, payable to
Gallagher.
* **10.21 Promissory Note dated February 1, 1999 in the principal amount
of $100,000 from James J. Braniff III, payable to Gallagher.
*21.0 Subsidiaries of Gallagher, including state or other
jurisdiction of incorporation or organization and the names
under which each does business.
*23.1 Consent of Ernst & Young LLP, independent auditors.
*24.0 Powers of Attorney.
</TABLE>

All other exhibits are omitted because they are not applicable, or not
required, or because the required information is included in the
Consolidated Financial Statements or Notes thereto.
- --------
*Filed as exhibits to this Form 10-K with the Securities and Exchange
Commission.
**Such exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this form pursuant
to item 601 of Regulation S-K.

(b) Reports on Form 8-K

Not applicable.

48
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on the 26th day of
March, 2001.

Arthur J. Gallagher & Co.

/s/ J. Patrick Gallagher, Jr.
By___________________________________
J. Patrick Gallagher, Jr.
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 26th day of March, 2001 by the following
persons on behalf of the Registrant in the capacities indicated.

<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
*Robert E. Gallagher Chairman and Director
_________________________________________
Robert E. Gallagher
/s/ J. Patrick Gallagher, Jr. President and Director (Chief Executive
___________________________________________ Officer)
J. Patrick Gallagher, Jr.
/s/ Michael J. Cloherty Executive Vice President and Director
___________________________________________ (Chief Financial Officer)
Michael J. Cloherty
/s/ Richard C. Cary Controller (Chief Accounting Officer)
___________________________________________
Richard C. Cary
*T. Kimball Brooker Director
_________________________________________
T. Kimball Brooker
*Gary P. Coughlan Director
___________________________________________
Gary P. Coughlan
*Peter J. Durkalski Director
_________________________________________
Peter J. Durkalski
*Ilene S. Gordon Director
_________________________________________
Ilene S. Gordon
*Frank M. Heffernan, Jr. Director
___________________________________________
Frank M. Heffernan, Jr.
*Walter F. McClure Director
___________________________________________
Walter F. McClure
*Robert Ripp Director
___________________________________________
Robert Ripp
*James R. Wimmer Director
___________________________________________
James R. Wimmer
</TABLE>

/s/ John C. Rosengren
*By: ________________________________
John C. Rosengren, Attorney-in-
Fact

49
<PAGE>

SCHEDULE II

ARTHUR J. GALLAGHER & CO.
VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
Balance Additions
at Charged Balance
Beginning to at End
of Year Expense Adjustments of Year
--------- --------- ----------- -------
(in thousands)
<S> <C> <C> <C> <C>
Year ended December 31, 2000
Allowance for doubtful accounts.... $1,153 $4,426 $(2,640)(1) $2,939
Accumulated amortization of
goodwill.......................... 4,945 874 17 (2) 5,836
Accumulated amortization of non-
compete agreements and expiration
lists............................. 3,118 1,276 (305)(3) 4,089
Year ended December 31, 1999
Allowance for doubtful accounts.... $1,712 $ (164) $ (395)(1) $1,153
Accumulated amortization of
goodwill.......................... 4,367 1,430 (852)(2) 4,945
Accumulated amortization of non-
compete agreements and expiration
lists............................. 1,135 2,014 (31)(3) 3,118
Year ended December 31, 1998
Allowance for doubtful accounts.... $ 868 $ 495 $ 349 (1) $1,712
Accumulated amortization of
goodwill.......................... 3,809 710 (152)(2) 4,367
Accumulated amortization of non-
compete agreements and expiration
lists............................. 3,269 781 (2,915)(3) 1,135
</TABLE>
- --------
(1) Bad debt write-offs net of recoveries.
(2) Elimination of fully amortized goodwill and intangible asset/amortization
reclassifications.
(3) Elimination of fully amortized non-compete agreements and expiration lists
and intangible asset/amortization reclassifications.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>2
<FILENAME>dex1016.txt
<DESCRIPTION>DEFERRED EQUITY TRUST AGREEMENT
<TEXT>

<PAGE>

EXHIBIT 10.16

ARTHUR J. GALLAGHER & CO.
DEFERRED EQUITY PARTICIPATION PLAN

The purpose of this Deferred Equity Participation Plan (the "Plan") is to
provide a facility through which Arthur J. Gallagher & Co. ("AJG"), on behalf of
its subsidiaries and affiliates (collectively referred to as the "Company") can
encourage key executives to stay with the Company until their normal retirement.
The retention of key executives will promote the interests of the Company and
its shareholders by providing continuity of management and leadership, and
capitalizing on the investment in training and experience the Company has made
in its key executives over the years.

Concurrently with the establishment of the Plan, the Company has formed The
Arthur J. Gallagher & Co. Deferred Equity Trust (the "Trust"), pursuant to the
trust agreement dated March 22, 2001. Between March 15 and June 15 of each
calendar year, beginning in calendar year 2001, the Company will contribute to
the Trust shares of AJG Common Stock in an amount approved by the AJG
Compensation Committee (the "Annual Funding"). The Trust shall reinvest
dividends on an annual basis in AJG Common Stock. The AJG Common Stock acquired
by the Trust in a given year, or from the reinvestment of dividends from AJG
Common Stock originally acquired in that year, shall be referred to as "Trust
Assets". The trustees of the Trust shall have and may exercise all rights of
ownership, including voting control, of the Trust Assets prior to distribution.

On or before June 15 of each year, the Chief Executive Officer of AJG, in
conjunction with the Compensation Committee, will approve a list of the key
executives that will receive an interest in the Trust Assets acquired with the
Annual Funding from that year ("Participant"). The list shall set out a
percentage for each Participant that represents that Participant's interest in
the Trust Assets for that year.

A Participant shall be eligible to receive a distribution from the Plan on the
first day of the month following the month he reaches age sixty-two (the
"Distribution Date"); provided that the Participant has worked continuously for
the Company from the date he first received an interest in the Trust Assets
until the Distribution Date. If a Participant dies, or if a Participant's
employment with the Company is terminated prior to the Distribution Date because
of disability, or in a manner that entitles the Participant to receive
severance, or if there is a change in control, all as defined herein, then the
Participant, or his estate, shall be entitled to receive an immediate
distribution of his interest in the Trust Assets. For purposes of the Plan,
disability shall mean the termination of the Participant's employment
relationship at a time when the Participant's medical condition, upon such
termination, would qualify the Participant to receive long term disability
benefits under the Company's employee benefits plan. "Change in control" shall
have the meaning ascribed to it in the "Change in Control" Agreement between the
Participant and AJG. Termination in a manner that entitles the Participant to
receive severance shall mean that the Participant receives a severance payment
pursuant to AJG's Severance Plan, as then in effect.

1
<PAGE>

In the event a Participant's employment relationship with the Company terminates
before the Distribution Date for any reason other than death, disability, or in
a manner that entitles the Participant to receive severance, then any and all
interests in Trust Assets previously received by the Participant pursuant to the
Plan shall be forfeited. Forfeited Trust Assets shall be returned to the
Company, and not subject to claim by any Participant.

A Participant may elect to receive his distribution either in a lump sum on the
Distribution Date; or in ten equal annual installments commencing on the
Distribution Date, and due on the next nine anniversaries of the Distribution
Date; or in five equal annual installments commencing on the Distribution Date,
and due on the next four anniversaries of the Distribution Date. If a
Participant dies before all installments are distributed, the Participant's
estate may elect to receive the remaining distribution in a lump sum. All
distributions shall be made in the unrestricted Common Stock of AJG. The
distribution to which a Participant is entitled shall equal the aggregate of the
Participant's percentage of Trust Assets for each year the Participant was
granted an interest in the Trust Assets, and shall include any increase in such
interest due to stock splits, stock dividends, the exercise of stock options or
the reinvestment of cash dividends.

The Company reserves the right to terminate the Plan, or suspend the Plan for
any given calendar year. Receiving an interest in Trust Assets in any year does
not in any way entitle the Participant to receive interests in future year Trust
Assets.

2
<PAGE>

ARTHUR J. GALLAGHER & CO.

Deferred Equity Trust

March 22, 2001
<PAGE>

<TABLE>
<CAPTION>
Contents
- --------------------------------------------------------------------------------

Page
<S> <C>
Article 1. Establishment and Administration of the Trust and
Company Contributions 1

Article 2. Payments to Plan Participants and Their Beneficiaries 3

Article 3. Trustee Responsibility Regarding Payments to Trust
Beneficiary When Company is Insolvent 4

Article 4. Payments to Company 5

Article 5. Management of the Trust Fund 5

Article 6. Resignation or Removal of Trustee 7

Article 7. Amendment, Division or Termination 7

Article 8. Liability and Indemnification 8

Article 9. Miscellaneous 8
</TABLE>
<PAGE>

Arthur J. Gallagher & Co.
Deferred Equity Trust

This Deferred Equity Trust (this "Trust") is effective this 22nd day of
March, 2001 (the "Effective Date"), by and between Arthur J. Gallagher & Co., a
Delaware corporation (the "Company"), and Robert E. Gallagher (the "Trustee").

WITNESSETH:

WHEREAS, the Company has adopted a nonqualified plan known as the Arthur J.
Gallagher & Co. Deferred Equity Participation Plan (the "Plan"); and

WHEREAS, the Company expects to incur liability under the terms of the Plan
with respect to the individuals participating in the Plan; and

WHEREAS, the Company wishes to establish a grantor trust (the "Trust") and
to contribute to the Trust assets that shall be held therein, subject to the
claims of the Company's creditors in the event of the Company's Insolvency, as
herein defined, until paid to Plan participants and their beneficiaries
(collectively, the "Participants") in such manner and at such times as specified
in the Plan; and

WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974;
and

WHEREAS, it is the intention of Company to make contributions to the Trust
to provide itself with a source of funds to assist it in meeting its liabilities
under the Plan.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held, and disposed of as follows:

Article 1. Establishment and Administration of the Trust and Company
Contributions

1.1. Establishment. This Trust is hereby established for the benefit of
Participants in the Plan, as determined in accordance with the applicable
provisions of the Plan, to provide for the payment of Plan benefits on an
unfunded, nonqualified basis.

1
<PAGE>

1.2. Irrevocable. The Trust hereby established shall be irrevocable,
subject to the provisions of Article 7 herein.

1.3. Status of the Trust. The Trust is intended to be a grantor trust, of
which the Company is the grantor, within the meaning of subpart E, part I,
subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as
amended, and shall be construed accordingly. The principal of the Trust, and any
earnings thereon, shall be held separate and apart from other funds of the
Company and shall be used exclusively for the uses and purposes of Participants
and general creditors as herein set forth. Participants shall have no preferred
claim on, or any beneficial ownership interest in, any assets of the Trust. Any
rights created under the Plan and this Trust shall be mere unsecured contractual
rights of Participants against the Company. Any assets held by the Trust will be
subject to the claims of the Company's general creditors under federal and state
law in the event of Insolvency, as defined in Section 3.1 herein.

1.4. Company Contributions. Prior to a Change in Control (as defined in the
Plan) of the Company, the Company will make deposits of cash or other property,
within the period of March 15 through June 15 of each calendar year, in trust
with the Trustee to augment the principal to be held, administered and disposed
of by the Trustee as provided in this Trust Agreement.

Upon a Change in Control, the Company shall, as soon as possible, but in no
event later than fifteen (15) calendar days following the Change in Control,
make an irrevocable contribution to the Trust in an amount that is sufficient to
pay each Participant or beneficiary to which the Participants or their
beneficiaries would be entitled pursuant to the terms of the Plan as of the date
on which the Change in Control occurs.

1.5. Trustee's Acceptance. The Trustee accepts its duties and obligations
as Trustee hereunder, agrees to accept delivery of funds delivered to it by the
Company pursuant to this Article 1, and agrees to hold such funds (and any
proceeds from the investment of such funds) in trust in accordance with the
terms and conditions of this Trust.

1.6. The Committee. The Board of Directors of the Company shall designate a
committee (the "Committee") which shall have the powers, rights, and duties
described herein and in the Plan. The Board of Directors will certify to the
Trustee from time to time the person or persons who are acting as the members of
the Committee. The Trustee may rely on the latest certificate received from the
Board of Directors without further inquiry or verification. The Committee may
delegate such of its powers, rights and duties hereunder as it deems appropriate
to the plan administrator designated in the Plan.

If for any period no persons are acting as members of the Committee, the
Board of Directors of the Company shall act on behalf of, and shall have all of
the powers, rights, and duties otherwise reserved to, the Committee. The Company
warrants that all directions or authorizations by the Committee, whether for the
payment of money or otherwise, will comply with the provisions of the Plan and
this Trust.

2
<PAGE>

Article 2. Payments to Plan Participants and Their Beneficiaries

2.1. Payment Schedule. The Committee shall deliver to the Trustee a
schedule (the "Payment Schedule") that: (i) indicates the amounts payable in
respect of the Participants under the Plan; (ii) provides a formula or other
instructions acceptable to the Trustee for determining the amounts so payable;
(iii) designates the manner and form in which such amount is to be paid (as
provided for or available under the Plan); and (iv) designates the time of
commencement for payment of such amounts.

Except as otherwise provided herein, the Trustee shall make payments to the
Participants in accordance with such Payment Schedule. Prior to a Change in
Control, the Committee shall have the right to modify such schedule during the
Plan Year, which modification, upon delivery to the Trustee, shall be binding
upon the Trustee.

In the event the Trustee determines that there are insufficient funds in
the Trust to make full payments to all Participants as provided in the Payment
Schedule or as otherwise determined hereunder, the Trustee shall immediately
make a request to the Company for an infusion of sufficient additional assets
into the Trust to fully fund the obligations. If no such Company asset
contribution is made within a period deemed reasonable by the Trustee, the
Trustee shall make payments to each Participant in an amount equal to the full
payment due to such Participant under the Plans multiplied by a fraction, the
numerator of which is the total amount available for distribution in the Trust,
and the denominator of which is the total amount of aggregate liabilities to all
Participants under the Plan. The Company will then be required to pay the
balance of the Participant's benefits out of general Company assets.

2.2. Committee Determination of Benefits. The entitlement of a Participant
to benefits under the Plan shall be determined by the Committee, and any claim
for such benefits shall be considered and reviewed under the procedures set out
in the Plan. If no such provision is contained in the underlying plan document,
the procedures contained in Section 2.4 herein shall be followed.

2.3. Direct Payment of Benefits by the Company. The Company may make
payment of benefits directly to Participants as they become due under the terms
of the Plan. To the extent administratively practicable, the Company shall
notify the Trustee of its decision to make payment of benefits directly to
Participants prior to the time amounts are payable to Participants. In addition,
if the principal of the Trust, and any earnings thereon, are not sufficient to
make payments of benefits in accordance with the terms of the Plan, the Company
shall make the balance of each such payment as it falls due. The Trustee shall
notify the Committee where principal and earnings are not sufficient.

The Committee may direct the Trustee in writing to reimburse the Company
from the Trust Fund, as defined in Section 5.1 herein, for Plan benefits paid
directly to a Participant by the Company upon receipt by the Trustee of
satisfactory evidence of such payment(s); provided, however, that the Trustee
shall not reimburse the Company for such payment if the Trustee determines that,
after making such reimbursement, the Trust Fund assets are insufficient to
satisfy anticipated distributions therefrom.

3
<PAGE>

2.4. Participants' Claim Procedure.

(a) If a payment required under the terms of the Plan has not been made to
a Participant (whether due to the failure of the Committee to notify the Trustee
as required by this Trust or otherwise), then the Participant may notify the
Trustee in writing that a benefit payment is then due, the amount (or a
reasonable estimate of the amount) owed to the Participant pursuant to the Plan,
and the date such amount was due and payable. The Trustee shall notify the
Committee within fifteen (15) calendar days of the receipt of such a payment
request. Within fifteen (15) calendar days of the date the Trustee notified the
Committee of the payment request, the Committee shall provide the Trustee with a
statement that has been certified as being accurate by an independent party
agreed to by the Trustee as to the proper amount due and payable to the
Participant and, if applicable, a certification as to whether a benefit payment
should have been made. The Trustee shall promptly make payment of such amount,
if any, to the Participant, and shall provide the Participant with an
explanation of how such amount was calculated. If no such certified statement is
received by the Trustee, then the Trustee shall make the payment requested by
the Participant from the assets of the Trust Fund.

The Trustee may conclusively rely on any payment or payments paid pursuant
to the preceding sentence as being the appropriate amount due to such
Participants. The Trustee also shall notify the Committee of any such
payment(s). The Trustee shall be authorized to employ agents, attorneys,
accountants, or other persons to perform such functions referenced in this
Section 2.4(a), and the Company hereby consents to such employment.

(b) If Trust Fund assets are not sufficient to make full distributions as
provided hereunder and in accordance with the Plan, the Company shall be
obligated to make the balance of each such payment when due. The Trustee shall
be fully protected in acting without Committee direction under this Section 2.4.

Article 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When
Company is Insolvent

3.1. Insolvency. The Trustee shall cease payment of benefits to
Participants and their beneficiary if the Company is Insolvent. The Company
shall be considered "Insolvent" for purposes of this Trust if (i) the Company is
unable to pay its debts as they become due; or (ii) the Company is subject to a
pending proceeding as a debtor under the United States Bankruptcy Code.

3.2. Claims of General Creditors. At all times during the continuance of
this Trust, as provided in Articles 1 and 7 herein, the principal and income of
the Trust shall be subject to the claims of general creditors of the Company
under federal and state law as set forth below.

(a) The Board of Directors and the highest ranking officer of the Company
shall have the duty to inform the Trustee in writing of the Company's
Insolvency. If a person claiming to be a

4
<PAGE>

creditor of the Company alleges in writing to the Trustee that the Company has
become Insolvent, the Trustee shall determine whether the Company is Insolvent
and, pending such determination, the Trustee shall discontinue payment of
benefits to Participants.

(b) Unless the Trustee has actual knowledge of the Company's Insolvency, or
has received notice from the Company or a person claiming to be a creditor
alleging that the Company is Insolvent, the Trustee shall have no duty to
inquire whether the Company is Insolvent. The Trustee may in all events rely on
such evidence concerning the Company's solvency as may be furnished to the
Trustee and that provides the Trustee with a reasonable basis for making a
determination concerning the Company's solvency.

(c) If at any time the Trustee has determined that the Company is
Insolvent, the Trustee shall discontinue payments to the Participants and shall
hold the assets of the Trust for the benefits of the Company's general
creditors. Nothing in this Trust shall in any way diminish any rights of
Participants to pursue their rights as general creditors of the Company with
respect to benefits due under the Plan or otherwise.

(d) The Trustee shall resume the payment of benefits to Participants in
accordance with Article 2 of this Trust only after the Trustee has determined
that the Company is not Insolvent (or is no longer Insolvent).

3.3. Resumption of Payments to Participants. Provided that there are
sufficient assets, if the Trustee discontinues the payment of benefits from the
Trust pursuant to Section 3.2 hereof and subsequently resumes such payments, the
first payment following such discontinuance shall include the aggregate amount
of all payments due to Participants under the terms of the Plan for the period
of such discontinuance, less the aggregate amount of any payment made to
Participants by the Company in lieu of the payments provided for hereunder
during any such period of discontinuance.

Article 4. Payments to Company

Except as provided in Section 2.3, Article 3, and Section 7.2 hereof, the
Company shall have no right or power to direct the Trustee to return to the
Company or to divert to others any of the Trust assets before all payments of
benefits have been made to Participants pursuant to the terms of the Plan.

Article 5. Management of the Trust Fund

5.1. The Trust Fund. Unless the context clearly implies or indicates
otherwise, the term Trust Fund as of any date means all property of every kind
then held under this Trust by the Trustee.

5.2. Investment Authority.

(a) The Trustee may invest in securities (including stock or rights to
acquire stock) or obligations issued by the Company or a registered investment
company or mutual fund, by June 15

5
<PAGE>

of each calendar year (or if not reasonably practical to do so by June 15, at
the Trustee's earliest opportunity after June 15.) All rights associated with
assets of the Trust shall be exercised by the Committee, and shall in no event
be exercisable by or rest with Plan Participants. The Committee shall have the
right at any time and from time to time, in its sole discretion, to substitute
assets of equal fair market value for any asset held by the Trust. This right is
exercisable by the Committee in a non-fiduciary capacity without the approval or
consent of any person in a fiduciary capacity.

(b) Notwithstanding the foregoing provision, the Trustee, without further
prior approval of the Committee or the Company, shall have the power, right and
authority to invest cash balances held by it from time to time in short-term,
cash equivalents having ready marketability and shall have the power, right and
authority to sell such assets of the Trust Fund as may be necessary to carryout
the instructions of the Committee with respect to investment the Trust Fund,
paying expenses or making payments pursuant to this Trust Agreement.

(c) The Trustee shall follow all directions of the Committee with respect
to the investment or reinvestment of the Trust Fund and shall have no duty or
obligation to review the assets from time to time so acquired, nor to make any
recommendations with respect to the investment, reinvestment or retention
thereof. The Trustee shall vote any proxies associates with the Trust Fund as
directed by the Committee.

5.3. Accounting.

(a) The Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions required to be
made, including such specific records as shall be agreed upon in writing between
the committee and the Trustee. Within 120 calendar days following the close of
each calendar year and within 120 calendar days after the removal or resignation
of the Trustee, the Trustee shall deliver to the Committee a written account of
its administration of the Trust during such year or during the period from the
close of the last preceding year to the date of such removal or resignation,
setting forth all investments, receipts, disbursements and other transactions
effected by it, including a description of all securities and investments
purchased and sold with the cost or net proceeds of such purchases or sales
(accrued interest paid or receivable being shown separately), and showing all
cash, securities and other property held in the Trust at the end of such year or
as of the date of such removal or resignation, as the case may be.

(b) In the absence of the filing in writing with the Trustee by the
Committee of exceptions or objections to any such account within 90 calendar
days of receipt by the Committee of such written account from the Trustee, the
Committee shall be deemed to have approved such account, the Trustee shall be
released, relieved and discharged with respect to all matters and things set
forth in such account as though such account has been settled by the decree of a
court of competent jurisdiction.

5.4. Expenses. All expenses (except those specifically described in the
next sentence) reasonably incurred by the Trustee and the Committee in the
administration of this Trust, including compensation to agents, actuaries,
attorneys, accountants, and other persons employed by the Trustee

6
<PAGE>

or the Committee, as certified by them shall be paid by the Company directly. To
the extent such compensation and expenses are not paid by the Company within
ninety (90) calendar days of delivery of an invoice for same by the Trustee, the
Trustee may pay such compensation and expenses from the Trust Fund. Expenses
solely attributable to investment of the Trust Fund shall be paid from the Trust
Fund to the extent not paid directly by the Company.

Article 6. Resignation or Removal of Trustee

6.1. Resignation of Trustee. The Trustee may resign at any time by
written notice to the Committee, which shall be effective 30 calendar days after
receipt of such notice unless the Committee and the Trustee agree otherwise.

6.2. Removal of Trustee. The Trustee may be removed by the Committee on
30 calendar days notice or upon shorter notice accepted by the Trustee.

6.3. Selection of Successor Trustee. If the Trustee resigns or is removed
in accordance with Section 6.1 or 6.2 hereof, the Company shall appoint a
successor to replace the Trustee upon resignation or removal. The appointment
shall be effective when accepted in writing by the new Trustee, who shall have
all of the rights and powers of the former Trustee, including ownership rights
in the Trust assets. The former Trustee shall execute any instrument necessary
or reasonably requested by the Committee or the successor Trustee to evidence
the transfer.

6.4. Transfer of Assets to Successor Trustee. Upon resignation or removal
of the Trustee and appointment of a successor Trustee, all assets shall
subsequently be transferred to the successor Trustee. The transfer shall be
completed within 30 calendar days after receipt of notice of resignation,
removal or transfer, unless the Committee extends the time limit.

6.5. Failure to Appoint Successor Trustee. If the Trustee resigns or is
removed, and no successor has been appointed by the effective date of such
resignation or removal, the Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for instructions. All expenses
of the Trustee in connection with the preceding shall be allowed is
administrative expenses of the Trustee.

Article 7. Amendment, Division or Termination

7.1. Amendment of the Trust. This Trust Agreement may be amended by a
written instrument executed by the Trustee and the Committee. Notwithstanding
the foregoing, no such amendment shall conflict with the terms of the Plan or
shall make the Trust revocable.

7.2. Termination of the Trust.

(a) Except as provided for in (b) below, the Trust shall not terminate
until the date on which Plan Participants and their beneficiaries are no longer
entitled to benefits pursuant to the terms of the Plan. Upon termination of the
Trust, any assets remaining in the Trust shall be returned to the Company.

7
<PAGE>

(b) Upon written approval of all of the Plan Participants or beneficiaries
entitled to payment of benefits under the terms of the Plan, the Company may
terminate this Trust prior to the time that all benefit payments under the Plan
have been made, in which case, all assets in the Trust at termination shall be
returned to the Company.

Article 8. Liability and Indemnification

8.1. Liabilities Mutually Exclusive. To the extent permitted by law, the
Company, the Trustee, the Committee, and the Board of Directors and each member
thereof, shall be responsible only for its or their own acts or omissions.

8.2. Indemnification. The Company hereby agrees to indemnify and hold
harmless the Trustee from and against any losses, damages, liabilities, claims,
costs, or expenses (including reasonable attorneys' fees) which the Trustee may
incur by reason of the negligence or misconduct of the Company or the Committee
or its authorized agent. In making any distributions and taking any other
action hereunder, the Trustee may rely upon and shall be fully protected in
relying upon any notice, certificate, or other paper or written document
provided by the Company or the Committee and reasonably believed to be genuine.

8.3. Trustee's Actions Conclusive. Except as otherwise provided by law,
the Trustee's exercise or nonexercise of its powers and discretion in good faith
shall be conclusive on all persons. No one shall be obliged to see to the
application of any money paid or property delivered to the Trustee. The
certificate of the Trustee that it is acting in accordance with this Trust will
fully protect all persons dealing with the Trustee. If there is a disagreement
between the Trustee and anyone as to any act or transaction reported in any
accounting, the Trustee shall have the right to a settlement of its account by
any court having jurisdiction over the Trust.

Article 9. Miscellaneous

9.1. Severability. Any provision of this Trust prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.

9.2. Nonalienation. Benefits payable to Participants under this Trust may
not be anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution, or other
legal or equitable process.

9.3. Governing Law. This Trust shall be governed by and construed in
accordance with the laws of the state of Illinois, to the extent not preempted
by federal law.

9.4. Evidence. Evidence required of anyone under this Trust shall be
signed, made, or presented by the proper party or parties and may be by
certificate, affidavit, document, or other information which the person acting
on it considers pertinent and reliable.

8
<PAGE>

9.5. Waiver of Notice. Any notice required under this Trust may be waived
by the person entitled to such notice.

9.6. Counterparts. This Trust and any amendments hereto may be executed
in two or more counterparts, any one of which will be an original without
reference to the others.

9.7. Gender and Number. Except when otherwise indicated by the context,
words denoting the masculine gender shall include the feminine, the singular
shall include the plural, and the plural shall include the singular.

9.8. Scope of this Trust. The Plan and this Trust will be binding on all
persons entitled to benefits hereunder and their respective heirs and legal
representatives, and upon the Company, the Committee, the Trustee and their
successors and assigns.

9.9. Statutory References. Any references in this Trust to a section of
the Internal Revenue Code shall include any comparable section or sections of
any future legislation that amends, supplements, or supersedes that section.

9.10. Incorporation by Reference. The Company shall promptly supply the
Trustee with a copy of the Plan and any amendments thereto. The Plan is by this
reference expressly incorporated herein and made a part hereof within the same
force and effect as if fully set forth at length herein.

9.11. Headings. The headings contained herein are inserted only as a
matter of convenience and for reference and in no way define, limit, enlarge or
describe the scope or intent of the Trust and in no way shall affect the Trust
or the construction of any provision thereof.

9
<PAGE>

IN WITNESS WHEREOF, Arthur J. Gallagher & Co. and the Trustee have caused
this Trust to be executed on their behalf and their respective seals to be
hereunto affixed and attested by their respective officers thereunto duly
authorized, as of the day and year first above written.

Arthur J. Gallagher & Co.

By: /s/ J. Patrick Gallagher, Jr.
--------------------------------------------
Name: J. Patrick Gallagher, Jr.
------------------------------------------
Its: President
-------------------------------------------

Trustee

/s/ Robert E. Gallagher
-------------------------------------------
Robert E. Gallagher

10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>3
<FILENAME>dex1017.txt
<DESCRIPTION>EXECUTIVE BONUS AGREEMENT
<TEXT>

<PAGE>

EXHIBIT 10.17

EXECUTIVE BONUS AGREEMENT

This AGREEMENT is made and entered into as of the 2nd day of June, 2000, by
and between MICHAEL J. CLOHERTY (hereinafter referred to as the "Executive") and
ARTHUR J. GALLAGHER & CO. ("Corporation"), its subsidiaries, divisions and
affiliated and related companies (hereinafter collectively referred to as the
"Company").

IN CONSIDERATION of the mutual covenants hereinafter made by each party to
the other, the Executive and the Company agree as follows:

EMPLOYMENT AND BONUS COMPENSATION

Paragraph One. The Company agrees to continue to employ the Executive in
accordance with the terms of this Agreement. Company shall provide Executive
with access to the resources and data of the Company to assist Executive in such
management.

Paragraph Two. The Company agrees that, in addition to the semimonthly
payment of compensation as determined by Company, an annual paid vacation and
various employee benefit plans, the Executive shall be entitled to participate
in the AJG Financial Services, Inc. Bonus Plan, as amended from time to time,
subject to the terms and conditions provided therein. A copy of the current AJG
Financial Services, Inc. Bonus Plan is attached hereto as Schedule I.

FIDUCIARY OBLIGATIONS
OF THE EXECUTIVE

Paragraph Three. The Executive agrees to devote his full energies,
abilities, attention and business time to the performance of his employment
obligations and responsibilities as assigned by the Corporation's management.
The Executive further agrees that he will not engage in any activity which
conflicts or interferes with, or in any way compromises, his performance of
those obligations and responsibilities.

Paragraph Four. The Executive recognizes that, by virtue of his employment
by the Company and to assist him in the performance of his duties, he will be
granted otherwise prohibited access to confidential and proprietary data of the
Company which is not known either to its competitors or within the business
community generally and which has independent economic value to the Company.
This information (hereinafter referred to as "Confidential Information")
includes, but is not limited to: data relating to the Company's unique marketing
and servicing programs, procedures and techniques; business, financial,
management, investment and personnel strategies; the criteria and formulae used
by the Company in pricing its products and services; and other data relating to
the financial administration and investment strategies of the Company. The
Executive recognizes that this Confidential Information constitutes a valuable
property of the Company, developed over a long period of time and at substantial
expense. Accordingly, the Executive agrees that he will not, at any time during
his employment by the Company, divulge such Confidential Information or make use
of it for his own purposes or the purposes of another. The Executive
<PAGE>

agrees that all intellectual property, such as computer programs, systems or
software, developed during his employment or as a result of his employment is
work for hire performed by the Executive in the scope of his employment. The
Company shall retain all proprietary rights to any and all such intellectual
property. Executive agrees to execute any documents necessary to perfect
Company's interest in such intellectual property upon Company's request.

TERMINATION OF
EMPLOYMENT RELATIONSHIP

Paragraph Five. The Executive and the Company understand and agree that
each has the right, upon fourteen (14) days' written notice (hereinafter
referred to as the "Notice Period"), to terminate the employment relationship
for any reason whatsoever. The Company may, at its option, pay the Executive for
the Notice Period in lieu of active employment during the Notice Period. It is
further agreed that Company may terminate such employment without any notice in
the event Executive breaches this Agreement, commits any dishonest or fraudulent
act or is unable to lawfully perform his duties hereunder.

Paragraph Six. The Company agrees to continue in effect during the Notice
Period any compensation and benefits to which the Executive may be entitled as
an employee of the Company. It is understood and agreed that at the expiration
of the Notice Period, the Executive's entitlement to any such compensation and
benefits shall cease.

Paragraph Seven. The Executive agrees that during the Notice Period, he
will cooperate fully with the Company in all matters relating to the winding up
of any pending work and the orderly transfer to other Company employees of work
for which he has most recently been responsible. The Executive further agrees
that, during the Notice Period (whether or not active employment continues
during the Notice Period), Executive's fiduciary duties to Company shall remain
in effect.

Paragraph Eight. The Executive agrees that, prior to the expiration of the
Notice Period, he will return to the Company all literature, correspondence,
memoranda, reports, summaries, manuals, proposals, prospectuses, contracts and
other documents of any kind which relate in any way to the business of the
Company, including specifically all materials which comprise or refer to the
Company's Confidential Information. It is understood and agreed that the
Executive will not retain any copy, facsimile or note intended to memorialize
any such data.

Paragraph Nine. The Executive understands and agrees that, during or at the
expiration of the Notice Period, he will attend any meeting the Company may
convene to: (i) review the status of the projects for which the Executive has
most recently been responsible; (ii) ensure that the Executive has fully
obtained his entitlements under this Agreement; and/or (iii) confirm that the
Executive clearly understands the nature and scope of his post-employment
obligations.

2
<PAGE>

POST-EMPLOYMENT OBLIGATIONS
OF THE PARTIES

Paragraph Ten. The Company agrees that the Executive, upon the termination
of his employment, shall be entitled to such severance pay, if any, as may then
be provided for under the Company's personnel policies. It is understood and
agreed that the Company may, in its discretion, increase both the amount of
severance pay due the Executive, and the time period for distributing same.

Paragraph Eleven. The Executive recognizes the highly sensitive nature of
the Confidential Information to which he will have access during his employment,
and acknowledges the Company's legitimate interest in safeguarding same from
disclosure. Accordingly, the Executive agrees that, for a period of two (2)
years following the termination of his employment for any reason whatsoever, he
will not divulge the Company's Confidential Information or make use of it for
his own purpose or the purpose of another.

Paragraph Twelve. The Executive recognizes that employees of the Company
are a valuable resource of the Company. Accordingly, the Executive agrees that,
for a period of two (2) years following the termination of his employment for
any reason whatsoever, he will not, directly or indirectly, solicit, induce or
recruit any employee of the Company to leave the employ of the Company.

Paragraph Thirteen. Notwithstanding anything contained herein to the
contrary, the Post-Employment obligations of the Executive contained in
Paragraph Eleven and Paragraph Twelve shall become null and void and have no
further effect immediately upon a Hostile Change in Control of the Corporation
as defined herein. The Company shall send written notice to the Executive within
ten (10) days of a Hostile Change in Control of the Corporation, notifying the
Executive that such event has taken place. Failure of the Company to send such
notice shall not preclude the release of the Executive from the Post-Employment
Obligations contained in Paragraph Eleven and Paragraph Twelve. For the purposes
of this Paragraph Thirteen, the following definitions apply:

A. The term "Hostile Change in Control" means a transaction, event or
election constituting a Change in Control, which was not approved by, or,
in an election, the directors elected were not nominated by, at least two-
thirds of the members of the Board of Directors of the Corporation in
office immediately prior to the Change in Control who have not died or
become permanently disabled.

B. The term "Change in Control" of the Corporation means and includes
each and all of the following occurrences:

1. A Business Combination, unless:

(a) the Business Combination is approved or authorized by the
affirmative vote of the holders of not less than 80% of the
outstanding shares of voting stock of the Corporation and the
affirmative vote of the holders of not less than 67% of the
outstanding shares of the voting stock held by shareholders other
than Related Persons; or

3
<PAGE>

(b) the Continuing Directors of the Corporation by a two-thirds
vote (i) have expressly approved in advance the acquisition of
outstanding shares of voting stock of the corporation that caused
the Related Person to become a Related Person, or (ii) have
approved the Business Combination prior to the Related Person
involved in the Business Combination having become a Related
Person; or

(c) the Business Combination is solely between this corporation
and another corporation, 50% or more of the voting stock of which
is owned by the Corporation and none of which is owned by the
Related Person; or

(d) all of the following conditions are satisfied:

(i) The cash or fair market value of the property,
securities or "other consideration to be received" per share by
holders of common stock in the Corporation in the Business
Combination is not less than the higher of:

(A) the highest per share price (including brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by
the Related Person in acquiring any of its holdings of the
Corporation's common stock, or

(B) an amount that bears that same percentage
relationship to the market price of the Corporation's common
stock immediately prior to the announcement of such Business
Combination as the highest per share price determined in (A)
above bears to the market price of the Corporation's common stock
immediately prior to the commencement of the acquisition of the
Corporation's voting stock that caused such Related Person to
become a Related Person, or

(C) an amount calculated by multiplying the earnings
per share of the Corporation's common stock for the four fiscal
quarters immediately preceding the record date for determination
of stockholders entitled to vote on such Business Combination by
the price/earnings multiple of the Related Person as of the
record date as customarily computed and reported in the financial
press.

Appropriate adjustments shall be made with respect to (A), (B)
and (C) above for recapitalizations and for stock splits, stock
dividends, and like distributions; and

(ii) A timely mailing shall have been made to the
stockholders of the Corporation containing in a prominent place
(x) any recommendations as to the advisability (or
inadvisability) of the Business Combination that the Continuing
Directors or Outside Directors may choose to state, if there are
at

4
<PAGE>

the time any such directors, and (y) the opinion of a reputable
nationally recognized investment banking or financial services
firm as to the fairness from the financial point of view of the
terms of the Business Combination to the stockholders of the
Corporation other than the Related Person (such firm to be
engaged solely on behalf of such other stockholders, to be paid a
reasonable fee for its services by the Corporation upon receipt
of such opinion, to be a firm that has not previously been
significantly associated with the Related Person and, if there
are at the time any such directors, to be selected by a majority
of the Continuing Directors and Outside Directors).

2. The acquisition of outstanding shares of the Corporation's voting
stock that causes an individual, a corporation, partnership or other
person or entity to become a Related Person.

3. Individuals who at the beginning of any period of three
consecutive years constitute the entire Board of Directors of the
Corporation shall for any reason other than death or permanent
disability during such period cease to constitute a majority thereof.

4. A change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Act of 1934, as amended.

C. The term "Business Combination" shall mean (i) any merger or
consolidation of the Corporation or a subsidiary of the Corporation with or
into a Related Person, (ii) any sale, lease, exchange, transfer or other
disposition, including without limitation a mortgage or any other security
device, of all or any Substantial Part of the assets either of the
Corporation (including without limitation any voting securities of a
subsidiary) or of a subsidiary, to a Related Person, (iii) any merger or
consolidation of a Related Person with or into the Corporation or a
subsidiary of the Corporation, (iv) any sale, lease, exchange, transfer or
other disposition of all or any Substantial Part of the assets of a Related
Person to the Corporation or a subsidiary of the Corporation, (v) the
issuance of any securities of the Corporation or a subsidiary of the
Corporation to a Related person, (vi) the acquisition by the Corporation or
a subsidiary of the Corporation of any securities issued by a Related
Person, (vii) any reclassification of securities, recapitalization or other
transaction designed to decrease the number of holders of the Corporation's
voting securities remaining, if there is a Related Person, and (viii) any
agreement, contract or other arrangement providing for any of the
transactions described in this definition of Business Combination.

D. The term "Related Person" shall mean and include any individual,
corporation, partnership or other person or entity which, together with
their "Affiliates" and "Associates" (as defined as of November 1, 1983, in
Rule 12b-2 under the Securities Exchange Act of 1934), "Beneficially Owns"
(as defined as of November 1, 1983, in Rule 13d-3 under the Securities
Exchange Act of 1934) in the aggregate 20% or more of the outstanding
shares of the voting stock of the Corporation, and any Affiliate or
Associate of any such individual,

5
<PAGE>

corporation, partnership or other person or entity; provided that Related
Person shall not include any person who beneficially owned 20% or more of
the outstanding shares of the voting stock of the Corporation on November
1, 1983. Without limitation, any shares of voting stock of the Corporation
that any Related Person has the right to acquire pursuant to any agreement,
or upon exercise of conversion rights, warrants or options, or otherwise,
shall be deemed beneficially owned by the Related Person.

E. The term "Substantial Part" shall mean more than 30% of the fair
market value of the total assets of the corporation in question, as of the
end of its most recent fiscal year ending prior to the time the
determination is being made.

F. The term "other consideration to be received" shall include, without
limitation, capital stock of the Corporation retained by its existing
public stockholders in the event of a Business Combination in which the
Corporation is the surviving corporation.

G. The term "Continuing Director" shall mean a director who was a member
of the board of directors of the Corporation immediately prior to the time
that the Related Person involved in a Business Combination became a Related
Person, and the term "Outside Director" shall mean a director who is not
(a) an officer or employee of the Corporation or any relative of an officer
or employee or (b) a Related Person or an officer, director, employee,
Associate or Affiliate of a Related Person, or a relative of any of the
foregoing.

ENFORCEMENT

Paragraph Fourteen. The Executive and the Company understand and agree that
any breach or evasion of any term of this Agreement will give rise to an action
for breach of contract, which may be brought in any court of competent
jurisdiction.

Paragraph Fifteen. The Executive recognizes that the rights and privileges
granted to him by this Agreement, his services and his corresponding covenants
to the Company, are of a special, unique and extraordinary character, the loss
of which cannot reasonably or adequately be compensated for in damages in any
action at law or through the offset or withholding of any monies to which he
otherwise might be entitled from the Company. Accordingly, the Executive
understands and agrees that the Company shall be entitled to equitable relief,
including a temporary restraining order and preliminary and permanent injunctive
relief, to prevent a breach of this Agreement.

Paragraph Sixteen. This Agreement shall be governed by and construed in
accordance with the laws of the state of residence of Executive as of the date
of this Agreement, as evidenced by the personnel records of the Company.

Paragraph Seventeen. The provisions of this Agreement are intended to be
interpreted and construed in a manner which makes such provisions valid, legal
and enforceable. In the event any provision of this Agreement is found to be
partially or wholly invalid, illegal or unenforceable, such provision shall be
modified or restricted to the extent and in the manner necessary to render such
provision valid, legal and enforceable. It is expressly understood and agreed
between the parties that

6
<PAGE>

this modification or restriction may be accomplished by mutual accord between
the parties or, alternatively, by disposition of a court of law. If such
provision cannot under any circumstances be so modified or restricted, it shall
be excised from this Agreement without affecting the validity, legality or
enforceability of any remaining provisions.

Paragraph Eighteen. The Executive agrees that, in the event of a breach of
the provisions of Paragraph Eleven or Twelve, or both, the time period specified
in such paragraphs shall be extended by the number of days between the date of
such breach and the date such breach is enjoined or other relief is granted the
Company by a court of competent jurisdiction. It is the intention of the parties
that the Company shall enjoy the faithful performance by Executive of the
covenants specified in said paragraphs for the full time periods specified
therein.

MISCELLANEOUS

Paragraph Nineteen. Except as hereinafter provided, this Agreement
supersedes all existing Company policies, and all previous agreements between
the parties, to the extent that such policies and agreements consider subject
matters herein addressed. Any and all prior covenants entered into by Executive
for the benefit of Company and relating to restrictions on Executive's business
activities after termination of employment with Company remain in full force and
effect. Company, however, agrees that the contingent release of Post-Employment
obligations contemplated by Paragraph Thirteen shall apply with like force and
effect to any such prior covenants.

Paragraph Twenty. This Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of the Company and may be enforced by
any subsidiary of the Company for whom Executive has provided services
hereunder.

Paragraph Twenty-One. As used in this Agreement, all terms of masculine
gender shall be construed, where appropriate, to be of the feminine gender.

Paragraph Twenty-Two. In the event either party sues to enforce its rights
hereunder, the prevailing party in any such litigation shall have the right to
have up to $100,000 of its reasonable attorneys fees and costs reimbursed by the
other party.

ACKNOWLEDGMENT

The Executive and the Company, by its designated representative, hereby
acknowledge that they have read and understand each of the provisions of this
Agreement, that they have executed this

7
<PAGE>

Agreement voluntarily and with full knowledge of its significance, and that they
intend to be fully bound by the same.

THE EXECUTIVE ARTHUR J. GALLAGHER & CO.

/s/ Michael J. Cloherty /s/ J. Patrick Gallagher, Jr.
- --------------------------------- ---------------------------------------
President

Witness: Attest:

/s/ Marsha J. Akin /s/ Christine D. Greb
- --------------------------------- ---------------------------------------

Christine D. Greb
Assistant Secretary

8
<PAGE>

Schedule I

AJG FINANCIAL SERVICES, INC.
BONUS PLAN

Investment banking, fund management and joint venture projects usually reward
employees based on performance. Arthur J. Gallagher & Co. ("AJG"), on behalf of
its subsidiaries and affiliates (collectively referred to as the "Company")
follows a unique long-term investment strategy designed to accumulate capital
and provide a long-term flow of cash and income. Our strategy is designed to
maximize long-term returns and discourage any attempt to shorten the return
periods through bookkeeping/accounting and/or buy versus sell decisions.

Recognizing the unique aspects of our Financial Services Division ("FSD"), we
have designed a system to reward the contributing employees on a
divisional/portfolio basis. This avoids any influence on the investment decision
process either to make an investment or to liquidate it. A simple example is
that it may be desirable to hold a long-term high yield investment even though
it has a large unrecognized gain.

With this framework in mind, the following bonus plan was designed:

Effective in calendar year 2000 and future years, a bonus pool of 20% of extra-
ordinary gains (as defined) will be accrued for payment to the FSD employees set
out below ("FSD Team Members") on qualified projects. Subject to the
conditions provided below, each FSD Team Member shall be entitled to receive up
to the percentage of the accrued bonus pool opposite their name.

. Michael J. Cloherty 30%
. David R. Long 25%
. Mark P. Strauch 25%
. Sally Wasikowski 20%

A. For investments initiated prior to January 1, 2001, extra-ordinary gains
shall be defined to include the following items:

1. Net recognized gains on the sale of tax credit investment projects and
portfolios.

2. 50% of unrealized annual gains on venture capital investments. This
factor of 50% recognizes that losses can and do occur. For the purposes
of this calculation, all investments will be marked to market. Public
market valuations will be used where applicable. Otherwise:

a. If a subsequent investor purchases 20% of an unlisted company, the
value paid by the investor will be used.

b. Without a public market or a subsequent investor, an appraisal will
be obtained following the fifth year of investment.

1
<PAGE>

3. Net realized gains on venture type investments (netting out the
unrealized gains already recognized during the life of the project in #2
above). This avoids the doubling up effect of any dollars earned.

4. Successful tax settlement gains related to investments made by FSD. For
investments with little or no IRS involvement, the finalization of the
Company's tax return audit will serve as the computation date. As of
January 1, 2000, tax years 1996, 1997 and 1998 are still open to audit.

5. Without including the items in #1 and #3 above (realized gains), the
amount by which net investment income exceeds 10% of the adjusted
capital base of the FSD. Adjusted capital base will include the
Company's basis in specific itemized FSD projects (with the exception of
those specifically excluded by notice under #7 below) and will not
include corporate cash and restricted cash or its related fiduciary
investment portfolio. For purposes of this calculation, income tax
credits will be included as investment income at 1.5 times the dollars
realized (this puts it on a pre-tax basis).

B. For investments initiated after January 1, 2001, extra-ordinary gains shall
be defined to include the following items to the extent these items exceed
10% of the adjusted capital base of the post-2000 investments. Adjusted
capital base will include the Company's basis in all itemized FSD projects
(with the exception of those specifically excluded by notice under #7
below) and will not include corporate cash and restricted cash or its
related fiduciary investment portfolio.

1. Net recognized gains on the sale of tax credit investment projects and
portfolios.

2. 50% of unrealized annual gains on venture capital investments. This
factor of 50% recognizes that losses can and do occur. For the
purposes of this calculation, all investments will be marked to
market. Public market valuations will be used where applicable.
Otherwise:

a. If a subsequent investor purchases 20% of an unlisted company,
the value paid by the investor will be used.

b. Without a public market or a subsequent investor, an appraisal
will be obtained following the fifth year of investment.

3. Net realized gains on venture type investments (netting out the
unrealized gains already recognized during the life of the project in
#2 above). This avoids the doubling up effect of any dollars earned.

4. Successful tax settlement gains related to investments made by FSD.
For investments with little or no IRS involvement, the finalization of
the Company's tax return audit will serve as the computation date. As
of January 1, 2000, tax years 1996, 1997 and 1998 are still open to
audit.

2
<PAGE>

5. Without including the items in #1 and #3 above (realized gains), the
amount of net investment income. For purposes of this calculation,
income tax credits will be included as investment income at 1.5 times
the dollars realized (this puts it on a pre-tax basis).

Nothing within the plan is meant to result in any "double counting" of income.
It is the intention of the parties to only count gains one time regardless of
the periods realized or used for bonus basis.

Recognizing that the parties intend to reward for performance and encourage
long-term investment, FSD Team Members have agreed to:

1. A three-year payout of declared bonus dollars - 50% in year one, 25% in
years two and three; payable on or before April 15 of each year.

2. Declare a bonus only when the Company recognizes its profit through the
calculation of extra-ordinary gains and only on projects to which the FSD
Team has contributed. Individual FSD Team Members will be credited with the
designated percentage of extra-ordinary gain only on those projects that
commenced while the Member was an employee of the Company. Employment by
the Company is not a pre-requisite for payment on projects started during
the term of employment for FSD Team Members. Both parties recognize this to
be a compromise on percentage payouts versus project life and agree to the
future payment terms regardless of future employment of the FSD Team
Members by the Company, provided, however, that no bonus will be paid on
projects started in the year the Member's employment with the Company
terminates for any reason. If the Member is terminated for cause, then all
deferred bonus and bonus on incomplete projects will be forfeited. A
termination for cause shall include a termination based on management's
determination that the Member has:

a. Committed any dishonest or fraudulent act to the detriment of the
Company;

b. Been convicted of any crime involving moral turpitude or for any felony;
or

c. Violated any major Corporate policy or procedure established by
management.

If the Member's employment with the Company is terminated by the Company
for reasons other than cause, or due to the death, disability or retirement
of the Member, then the agreed bonus will be calculated and paid over the
life of the project, to the Member or his or her estate, as the case may
be, as if no termination had occurred. "Disability" means that the Member's
medical condition, upon such termination, would qualify the Member to
receive long term disability benefits under the Company's employee benefits
plan. "Retirement" means that the Member terminates employment when the
Member (i) is at least age 60, (ii) is immediately eligible to receive
retirement benefits under the Company's pension plan, and (iii) has not
committed any act which subsequently leads the Company's management to
determine that the Member could have been terminated for cause. If the
Member resigns and has not committed any act which subsequently leads the
Company's management to determine that the Member could have been
terminated for cause, then the agreed bonus will be calculated and paid
over the life of the project, to the Member or his or her estate, as the
case may be, until the aggregate of such post resignation payments related
to all projects equal the lesser of 50% of the calculated bonus or Two
Million Dollars ($2,000,000) and the

3
<PAGE>

Member shall waive any right to receive any unpaid bonus amount in excess
thereof, whether vested or unvested, declared or undeclared. Bonus accruals
attributed to Members terminated for cause, or bonus accruals in excess of
resignation payments, shall be distributed pro-rata to the remaining
Members eligible to receive a distribution in the appropriate years. In
this case, the FSD Team Members may receive percentage distributions higher
than those set out above.

3. The bonus pool for FSD Team Members will be calculated on contribution and
recommended by the FSD Compensation Committee. Michael J. Cloherty and
David R. Long shall constitute the initial members of this committee. Final
approval of the bonus calculation will always rest with the Chief Executive
Officer of AJG in consultation with the Compensation Committee of AJG's
Board of Directors. Final approved distributions for FSD Team Members shall
be deemed vested for the life of the project. After the bonus pool amount
has been calculated and announced for a given year, the FSD Team Members
will meet and determine which, if any, of the other employees of the
Company should participate in that year's distribution based upon their
individual contribution, and the extent to which each such employee should
participate. Such additional participation shall be deducted from the total
bonus calculation prior to distribution to FSD Team Members. This list will
be presented to the FSD Compensation Committee for consideration. The Chief
Executive Officer of AJG, in consultation with AJG's Compensation Committee
shall have final approval over such list. In no event can the proposed
distribution to a non-FSD Team Member be greater than 30% of his/her
current annual salary. In addition to the above, it is the intention of the
parties to cap the annual aggregate bonus cash payout to FSD Team Members
at $10,000,000. Bonus calculations in excess of the cap will be carried
forward for payout in later years as will losses that are not offset by
income in a given year. The Compensation Committee of AJG's Board of
Directors reserves the right to increase (but not decrease) the cap or
accelerate the payments to FSD Team Members.

4. Once distribution of the annual payout bonus pool is assigned to individual
FSD Team Members, it cannot be reassigned in later years.

5. In the event of any disputes concerning the bonus calculation or
determination of extra-ordinary gains, the Company shall retain Ernst &
Young, LLP, to review this plan and the bonus accrual and calculations in
dispute. All Company workpapers and correspondence will be made available
to the FSD Team Members. Determination by Ernst & Young, LLP, will be
considered final.

6. The Company reserves the right to terminate the plan for any given calendar
year prior to the start of such year. Vested, declared and payouts already
committed and projects already underway will not be affected by such
termination.

7. The Company also reserves the right to specifically exclude any corporate
investment from the bonus calculation, i.e. those investments where members
of the FSD had little or no involvement in the creation, finding or
recommendation of the investment. Notification of such determination will
be made in writing within 120 days of the investment by the Chief Executive
Officer of AJG.

4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>4
<FILENAME>dex1018.txt
<DESCRIPTION>PROMISSORY NOTE DATED 03/15 2001
<TEXT>

<PAGE>

EXHIBIT 10.18

PROMISSORY NOTE

$2,382,900.00 Itasca, Illinois
March 15, 2001

Michael J. Cloherty (the "Maker"), for value received, hereby promises to pay to
Arthur J. Gallagher & Co. (the "Company"), or order, on demand, the principal
sum of Two Million Three Hundred Eighty-Two Thousand Nine Hundred Dollars
($2,382,900.00), with interest at 5.2% compounded annually, provided, however,
that so long as the Maker remains employed with the Company, repayment of the
principal hereof shall be forgiven, on an annual basis, at the rate of thirty-
three and 1/3 percent (33 1/3%) per annum beginning March 15, 2002 and on each
March 15 thereafter. If the Company terminates the employment of the Maker
without cause or in the event Maker's employment is terminated as a result of
death or permanent disability, the entire principal hereof will be forgiven and
this note cancelled and discharged.

In the event the Maker voluntarily terminates his employment with the Company,
or if the Company terminates the employment of the Maker for cause, prior to
March 15, 2004, then the remaining principal amount of the loan, excluding any
previously forgiven portion, shall be immediately due and payable.

For purposes of this Promissory Note, whether or not a termination is "for
cause" shall be determined by the definitions contained in the AJG Financial
Services, Inc. Bonus Plan as it may be amended from time to time.

All payments shall be made at Two Pierce Place, Itasca, Illinois 60143, or at
such other address as the holder hereof may from time to time specify in
writing.

At its sole option, the Company may offset pro tanto any amount of any accrued
and unpaid salary or bonus(es) payable to the Maker by the Company after demand
for payment of the unpaid principal hereunder has been made upon the Maker by
the holder hereof. No demand shall be made by Company so long as Maker is
employed by Company and has not notified Company of his intent to voluntarily
terminate his employment with Company.

If default be made in the payment of principal as herein specified, the Maker
agrees to pay all costs of collection, including a reasonable attorney's fee,
whether suit be brought or not.

Presentment for payment, demand or notice of dishonor, protest and notice of
protest are hereby waived by the Maker and all endorsers hereof.

IN WITNESS WHEREOF, the Maker has set his hand hereunto as of the date above
first written.

/s/ Michael J. Cloherty
-----------------------------------------
Michael J. Cloherty

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>5
<FILENAME>dex1019.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT DATED 01/01/1999
<TEXT>

<PAGE>

Exhibit 10.19

EMPLOYMENT AGREEMENT

AGREEMENT dated as of January 1, 1999, between Arthur J. Gallagher &
Co., a Delaware corporation (the "Corporation"), and James J. Braniff, III, (the
"Executive").

RECITALS
--------

WHEREAS, the Executive is an officer and employee of the Corporation;

WHEREAS, the parties acknowledge that the Corporation has a legitimate
interest in retaining the services of the Executive and the taking of the
covenants herein; and

WHEREAS, the Executive desires to enter into this Agreement and to
commit to the provision of the services to the Corporation as provided
hereunder.

AGREEMENT
---------

NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants and agreements set forth below, the parties agree:

Section 1. Employment, Term and Geographic Location.
-----------------------------------------

The Corporation employs the Executive and the Executive agrees to
serve as the President and Chief Operating Officer of the Brokerage Services
Division of the Corporation with the duties set forth in Section 2 for a term
(the "Term of Employment") beginning on January 1, 1999 and ending on December
31, 2003, unless earlier terminated under Section 4 or 5. The Executive shall
have such responsibilities, duties and authority reasonably accorded to and
expected of a President and Chief Operating Officer of the Brokerage Services
Division of the Corporation throughout the term of Employment. Employment of
Executive shall not necessarily cease as of the expiration of the Term of
Employment; however, employment thereafter shall be on an at will basis.
<PAGE>

The Executive shall be principally employed at the corporate headquarters of the
Corporation in Illinois during the Term of Employment. If the Corporation
attempts to relocate the Executive to any location other than Houston, Texas,
without his written consent, it will be considered a termination of the
Executive without cause and the Executive will be entitled to all the benefits
of this Agreement to which he would be entitled in the event of a termination
without cause. Corporation also agrees that at any time after December 31, 2001,
Executive may choose to relocate his principal place of employment with
Corporation to Houston, Texas, in which event this Agreement will remain in full
force and effect, a mere relocation of Executive's principal place of employment
having occurred. If Executive elects to relocate to Houston, Texas after
December 31, 2001, he will be willing to surrender the position of "President
and Chief Operating Officer" of the Brokerage Services Division of Corporation.

Section 2. Duties.
-------

(a) The Executive agrees during the Term of Employment to manage and
direct the operations of the Brokerage Services Division of the Corporation and
to function as its President and Chief Operating Officer. Additionally, the
Executive shall solicit, handle business for, sell insurance and render services
related to insurance on behalf of the Corporation and to perform such other
duties and assignments relating to the business of the Corporation, consistent
with his position and experience, as the management of the Corporation
reasonably directs.

(b) During the Term of Employment the Executive shall, except during
customary vacation periods and periods of illness, devote his entire business
time and attention to the performance of the duties hereunder and to promoting
the best interests of the Corporation. The

-2-
<PAGE>

Executive shall not, either during or outside of normal business hours, directly
or indirectly, sell, solicit, service or engage in any aspect of the insurance
business for or on behalf of any entity other than the Corporation, nor engage
in any activity inimical to the best interests of the Corporation.

(c) During the Term of Employment it shall not be a violation of this
Agreement for the Executive to serve on corporate, civic or charitable boards or
committees and manage personal investments, so long as the Chief Executive
Officer of the Brokerage Services Division has approved such activities in
advance, and such activities do not interfere with the performance of the
Executive's responsibilities hereunder and as directed by management of the
Corporation.

Section 3. Compensation During Term of Employment.
---------------------------------------

(a) Salary. Unless the Corporation fixes a higher rate for the
Executive during the Term of Employment, the Corporation shall pay Executive a
salary at the rate of Six Hundred Thousand Dollars ($600,000) per year (the
"Base Salary") payable in semi-monthly installments. The Executive shall be
entitled to receive annual increases in his Base Salary consistent with those
increases in compensation received by executive level management employees of
Corporation.

(b) Additional Compensation. In addition to the Base Salary, the
Corporation shall pay to the Executive additional compensation as set forth in
this Section 3(b).

(i) Debt Forgiveness. The Executive has borrowed One Million,
Two Hundred Fifty-Five Thousand Dollars ($1,255,000) from the Corporation
evidenced by two promissory notes, copies of which are attached hereto as
Exhibits A and B. The Corporation shall forgive One Hundred Twenty-Five
Thousand, Five Hundred Dollars ($125,500) of the principal amount, together with
accrued interest, beginning January 1, 2000 and on each January 1 thereafter;

-3-
<PAGE>

so long as the Executive remains an employee of the Corporation. If the
Executive ceases to be an employee of the Corporation for any of the reasons
specified in Section 4.(a) or (b), or if the Executive is terminated by the
Corporation other than a termination for cause as provided in Section 4; then
the outstanding balance owed to the Corporation by the Executive and all accrued
interest shall immediately be forgiven in full. If the Executive resigns, is
terminated for cause or for breaching this Agreement, then the full amount
outstanding and all accrued interest shall immediately become due and payable.

(ii) Personal Residence. The Executive agrees to rent the personal
residence located at 1866 Clover Drive, Inverness, Illinois, from the
Corporation for Two Thousand, Five Hundred Dollars ($2,500) per month
commencing April 1, 1999 and ending upon ninety (90) days written notice by
either party, as provided in the lease attached hereto as Exhibit C.

(iii) Stock Options. The Corporation shall grant to the Executive
options to purchase Fifty Thousand (50,000) shares of the Corporation's stock as
of July 7, 1999. Such options shall vest twenty percent (20%) per year on the
anniversary of the grant. In addition, the Executive shall be reviewed annually
for additional option grants. All such options shall be granted pursuant to the
Corporations Nonqualified Stock Option Plan. Executive shall receive annual
stock option grants in an amount consistent with stock option grants to
executive level management employees of Corporation.

(iv) Death Benefit. In the event the Executive dies during the Term of
Employment, the Corporation shall pay a death benefit of One Million Dollars
($1,000,000) to the designee of the Executive in ten equal installments of One
Hundred Thousand Dollars ($100,000)

-4-
<PAGE>

each. The installments shall be paid commencing on the January 1 following the
death of the Executive, and on each January 1 of the following nine years.

(v) The Executive shall participate in the Brokerage Services
Division Management Bonus Plan and any other bonus or deferred compensation plan
offered to executive level management employees of Corporation.

(c) Employee Benefits. During the Term of Employment, the Executive
shall enjoy the customary benefits afforded to executive management level
employees of the Corporation. The Executive also shall be entitled to
participate in employee benefit plans now or hereafter provided or made
available to the Corporation's employees generally, such as group
hospitalization, medical, life and disability insurance, and pension plan.
Nothing in this Agreement shall require the Corporation to establish, maintain
or continue any of the employee benefits already in existence for employees of
the Corporation and nothing in this Agreement shall restrict the right of the
Corporation to amend, modify or terminate such employee benefit programs.

(d) Vacations. The Executive shall be entitled each year to vacations
in accordance with the policies of the Corporation. The Corporation shall not
pay the Executive any additional compensation for any vacation time not used by
the Executive.

Section 4. Early Termination by Corporation.
---------------------------------

Corporation shall have the right to terminate the employment of
Executive prior to the end of the Term of Employment and with no liability on
the part of Corporation:

(a) Upon the death of Executive;

-5-
<PAGE>

(b) At any time after Executive commences to receive disability
benefits pursuant to the disability plan applicable to employees of Corporation
and upon notice to Executive;

(c) Upon the proven material breach of this Agreement by Executive
after having given Executive notice of such breach and a reasonable opportunity
to cure such breach; or

(d) Upon notice to Executive specifying that a "termination for cause"
has occurred. As used herein, the phrase "termination for cause" shall mean a
termination of employment based upon the good faith determination of Corporation
that one or more of the following events have occurred:

(i) The Executive has committed any proven dishonest or
fraudulent act to the detriment of Corporation, its subsidiary and affiliated
corporations;

(ii) The Executive has been convicted for any crime involving
moral turpitude or for any felony;

(iii) Material and persistent insubordination on the part of
Executive after notice of such insubordination to Executive and reasonable
opportunity for Executive to cease such behavior;

(iv) The loss, for any reason, by Executive of any licenses or
professional registrations which are required for the performance of Executive's
duties hereunder; or

(v) Conduct on the part of Executive materially inconsistent with
the covenants set forth in Section 8 hereof as if such covenants applied during
Executive's employment.

-6-
<PAGE>

Section 5. Early Termination by Executive.
-------------------------------

The Executive may terminate his employment at any time during the term
hereof without liability to the Corporation solely in consideration of the
cessation of the Corporation's prospective obligations to the Executive which
would otherwise be due pursuant to this Agreement were the Executive to have
continued in the employ of the Corporation, and the repayment of all outstanding
balances under the promissory notes identified in Exhibits A and B hereto.

Section 6. Corporation's Right to Injunctive Relief; Attorneys' Fees.
----------------------------------------------------------

The Executive acknowledges that the Executive's services to the
Corporation are of a unique character which gives them a special value to the
Corporation, the loss of which cannot reasonably or adequately be compensated in
damages in an action at law, and that a breach of this Agreement will result in
irreparable and continuing harm to the Corporation and that therefore, in
addition to any other remedy which the Corporation may have at law or in equity,
the Corporation shall be entitled to injunctive relief for a breach of this
Agreement by the Executive. The nonprevailing party agrees to pay any expenses
and reasonable attorneys' fees incurred by the prevailing party in any dispute
hereunder.

Section 7. Trade Secrets and Confidential Information.
-------------------------------------------

(a) The Executive acknowledges that the Corporation's business depends
to a significant degree upon the possession of information, which is not
generally known to others, and that the profitability of the Corporation's
business requires that this information remain proprietary to the Corporation.

-7-
<PAGE>

(b) The Executive recognizes that by virtue of his employment by the
Corporation, he will be granted otherwise prohibited access to confidential and
proprietary data of the Corporation which is not known either to its competitors
or within the insurance agency and brokerage business generally. This
information (hereinafter referred to as "Confidential Information") includes,
but is not limited to, data relating to the Corporation's unique marketing and
servicing programs, procedures and techniques; the criteria and formulae used by
the Corporation in pricing its insurance and employee benefits products and
claims management, loss control and information management services; the
structure and pricing of special insurance packages that the Corporation has
negotiated with various underwriters; lists of prospects compiled by the
Corporation's management and research staff; the identity, authority and
responsibilities of key contacts at Corporation accounts, including accounts of
the Acquired Business; the composition and organization of accounts' businesses;
the peculiar risks inherent in their operations; highly sensitive details
concerning the structure, conditions and extent of their existing insurance
coverages; policy expiration dates; premium amounts; commission rates; risk
management service arrangements; loss histories; and other data showing the
particularized insurance requirements and preferences of the accounts. The
Executive recognizes that this Confidential Information constitutes a valuable
property of the Corporation, developed over a long period of time and at
substantial expense. Accordingly, the Executive agrees that he will not, at any
time during his employment by the Corporation, divulge such Confidential
Information or make use of it for his own purposes or the purposes of another.

(c) The Executive recognizes the highly sensitive nature of the
Confidential Information to which he will have access during his employment, and
acknowledges the

-8-
<PAGE>

Corporation's legitimate interest in safeguarding same from disclosure.
Accordingly, the Executive agrees that, for a period of two (2) years following
the termination of his employment for any reason whatsoever, he will not divulge
the Corporation's Confidential Information or make use of it for his own purpose
or the purpose of another.

(d) The Executive agrees that all intellectual property such as
computer programs, systems or software developed during his employment or as a
result of his employment is work for hire performed by the Executive in the
scope of his employment. The Corporation shall retain all proprietary rights to
any and all such intellectual property. Executive agrees to execute any
documents necessary to perfect Corporation's interest in such intellectual
property upon Corporation's request.

Section 8. Protection of Corporation's Business.
-------------------------------------

The Executive recognizes the Corporation's legitimate interest in
protecting, for a reasonable period of time following the termination of the
Executive's employment, those Corporation accounts with which the Executive will
be associated during his employment. Accordingly, the Executive understands and
agrees that for a period of two (2) years following the termination of his
employment except if terminated without cause, he will not, directly or
indirectly, solicit, place, market, accept, aid, counsel or consult in the
renewal, discontinuance or replacement of any insurance (including self-
insurance) by, or handle self-insurance programs, insurance claims, risk
management services or other insurance administrative or service functions for,
any Corporation account for which he performed any of the foregoing functions
during the two-year period immediately preceding such termination.

-9-
<PAGE>

Section 9. Assignment.
-----------

Except as provided in Section 10 hereof, this Agreement shall not be
affected by any merger or consolidation or other reorganization of the
Corporation and this Agreement shall be binding upon and shall inure to the
benefit of the continuing entity or to any successor in interest to the
Corporation. In addition, Corporation may assign this Agreement to any
subsidiary corporation of Corporation, in which event: (i) such subsidiary shall
be the employer of Executive for all purposes; and (ii) except for purposes of
Section 10 hereof, all references to "Corporation" and all rights of Corporation
shall include and inure to the benefit of such employing subsidiary.

This Agreement may not be assigned nor obligations hereunder delegated
by the Executive.

Section 10. Release of Certain Obligations.
-------------------------------

Notwithstanding anything contained herein to the contrary, the
obligations of the Executive contained in Sections 7 and 8 shall become null and
void and have no further effect immediately upon a Hostile Change in Control of
the Corporation as defined herein. The Corporation shall send written notice to
the Executive within ten (10) days of a Hostile Change in Control of the
Corporation, notifying the Executive that such event has taken place. Failure of
the Corporation to send such notice shall not preclude the release of the
Executive from the obligations contained in Sections 7 and 8. For the purposes
of this Section 10, the following definitions apply:

(a) The term "Hostile Change in Control" means a transaction, event or
election constituting a Change in Control, which was not approved by, or, in an
election, the directors elected were not nominated by, at least two-thirds of
the members of the Board of Directors of the

-10-
<PAGE>

Corporation in office immediately prior to the Change in Control who have not
died or become permanently disabled.

(b) The term "Change in Control" of the Corporation means and
includes each and all of the following occurrences:

A. A Business Combination, unless:

(1) The Business Combination is approved or authorized by
the affirmative vote of the holders of not less than 80% of the outstanding
shares of voting stock of the Corporation and the affirmative vote of the
holders of not less than 67% of the outstanding shares of the voting stock held
by shareholders other than Related Persons; or

(2) the Continuing Directors of the Corporation by a two-
thirds vote (i) have expressly approved in advance the acquisition of
outstanding shares of voting stock of the corporation that caused the Related
Person to become a Related Person, or (ii) have approved the Business
Combination prior to the Related Person involved in the Business Combination
having become a Related Person; or

(3) The Business Combination is solely between this
corporation and another corporation, 50% or more of the voting stock of which is
owned by the Corporation and none of which is owned by the Related Person; or

(4) All of the following conditions are satisfied:

(i) The cash or fair market value of the property,
securities or "other consideration to be received" per share by holders of
common stock in the Corporation in the Business Combination is not less than the
higher of:

-11-
<PAGE>

(A) The highest per share price (including brokerage commissions,
transfer taxes and soliciting dealers' fees) paid by the Related Person in
acquiring any of its holdings of the Corporation's common stock, or

(B) An amount that bears that same percentage relationship to the
market price of the Corporation's common stock immediately prior to the
announcement of such Business Combination as the highest per share price
determined in (A) above bears to the market price of the Corporation's common
stock immediately prior to the commencement of the acquisition of the
Corporation's voting stock that caused such Related Person to become a Related
Person, or

(C) An amount calculated by multiplying the earnings per share of the
Corporation's common stock for the four fiscal quarters immediately preceding
the record date for determination of stockholders entitled to vote on such
Business Combination by the price/earnings multiple of the Related Person as of
the record date as customarily computed and reported in the financial press.

Appropriate adjustments shall be made with respect to (A), (B) and
(C) above for recapitalizations and for stock splits, stock dividends, and like
distributions; and

(ii) A timely mailing shall have been made to the stockholders of the
Corporation containing in a prominent place (x) any recommendations as to the
advisability (or inadvisability) of the Business Combination that the Continuing
Directors or Outside Directors may choose to state, if there are at the time any
such directors, and (y) the opinion of a reputable

-12-
<PAGE>

nationally recognized investment banking or financial services firm as to the
fairness from the financial point of view of the terms of the Business
Combination to the stockholders of the Corporation other than the Related Person
(such firm to be engaged solely on behalf of such other stockholders, to be paid
a reasonable fee for its services by the Corporation upon receipt of such
opinion, to be a firm that has not previously been significantly associated with
the Related Person and, if there are at the time any such directors, to be
selected by a majority of the Continuing Directors and Outside Directors).

B. The acquisition of outstanding shares of the Corporation's voting
stock that causes an individual, a corporation, partnership or other person or
entity to become a Related Person.

C. Individuals who at the beginning of any period of three consecutive
years constitute the entire Board of Directors of the Corporation shall for any
reason other than death or permanent disability during such period cease to
constitute a majority thereof.

D. A change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Securities Act of 1934, as amended.

(c) The term "Business Combination" shall mean (i) any merger or
consolidation of the Corporation or a subsidiary of the Corporation with or into
a Related Person, (ii) any sale, lease, exchange, transfer or other disposition,
including without limitation a mortgage or any other security device, of all or
any Substantial Part of the assets either of the Corporation (including without
limitation any voting securities of a subsidiary) or of a subsidiary, to a
Related Person, (iii)

-13-
<PAGE>

any merger or consolidation of a Related Person with or into the Corporation or
a subsidiary of the Corporation, (iv) any sale, lease, exchange, transfer or
other disposition of all or any Substantial Part of the assets of a Related
Person to the Corporation or a subsidiary of the Corporation, (v) the issuance
of any securities of the Corporation or a subsidiary of the Corporation to a
Related person, (vi) the acquisition by the Corporation or a subsidiary of the
Corporation of any securities issued by a Related Person, (vii) any
reclassification of securities, recapitalization or other transaction designed
to decrease the number of holders of the Corporation's voting securities
remaining, if there is a Related Person, and (viii) any agreement, contract or
other arrangement providing for any of the transactions described in this
definition of Business Combination.

(d) The term "Related Person" shall mean and include any individual,
corporation, partnership or other person or entity which, together with their
"Affiliates" and "Associates" (as defined as of November 1, 1983, in Rule 12b-2
under the Securities Exchange Act of 1934), "Beneficially Owns" (as defined as
of November 1, 1983, in Rule 13d-3 under the Securities Exchange Act of 1934) in
the aggregate 20% or more of the outstanding shares of the voting stock of the
Corporation, and any Affiliate or Associate of any such individual, corporation,
partnership or other person or entity; provided that Related Person shall not
include any person who beneficially owned 20% or more of the outstanding shares
of the voting stock of the Corporation on November 1, 1983. Without limitation,
any shares of voting stock of the Corporation that any Related Person has the
right to acquire pursuant to any agreement, or upon exercise of conversion
rights, warrants or options, or otherwise, shall be deemed beneficially owned by
the Related Person.

-14-
<PAGE>

(e) The term "Substantial Part" shall mean more than 30% of the
fair market value of the total assets of the corporation in question, as of the
end of its most recent fiscal year ending prior to the time the determination is
being made.

(f) The term "other consideration to be received" shall include,
without limitation, capital stock of the Corporation retained by its existing
public stockholders in the event of a Business Combination in which the
Corporation is the surviving corporation.

(g) The term "Continuing Director" shall mean a director who was a
member of the board of directors of the Corporation immediately prior to the
time that the Related Person involved in a Business Combination became a Related
Person, and the term "Outside Director" shall mean a director who is not (a) an
officer or employee of the Corporation or any relative of an officer or employee
or (b) a Related Person or an officer, director, employee, Associate or
Affiliate of a Related Person, or a relative of any of the foregoing.

Section 11. General.
--------

(a) The captions in this Agreement are not part of its provisions, are
merely for reference and have no force or effect. If any caption is inconsistent
with any provision of this Agreement, such provision shall govern.

(b) This Agreement is made in and shall be governed by and construed
in accordance with the laws of the State of Illinois, without giving effect to
conflict of law principles.

(c) This instrument contains the entire agreement of the parties and
supersedes all other prior agreements and understandings relating to the
employment of the Executive by the Corporation.

-15-
<PAGE>

(d) To the extent that the terms set forth in this Agreement or any
word, phrase, clause or sentence is found to be illegal or unenforceable for any
reason, such word, phrase, clause or sentence shall be modified or deleted in
such manner so as to afford the Corporation the fullest protection commensurate
with making this Agreement, as modified, legal and enforceable under applicable
laws, and the balance of this Agreement shall not be affected thereby, the
balance being construed as severable and independent.

(e) All notices given hereunder shall be in writing and shall be sent
by registered or certified mail or delivered by hand and, if intended for the
Corporation, shall be addressed to it or delivered to it at its principal office
for the attention of the Secretary of the Corporation. If intended for the
Executive, notices shall be delivered personally or shall be addressed (if sent
by mail) to the Executive's then current residence address as shown on the
Corporation's records, or to such other address as the Executive directs in a
notice to the Corporation, with a copy of all such notices to Winfield M.
Campbell, Campbell & Riggs, P.C., 1980 Post Oak Boulevard, Suite 2300, Houston,
Texas 77056-3810. All notices shall be deemed to be given on the date received
at the address of the addressee or, if delivered personally, on the date
delivered.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

ARTHUR J. GALLAGHER & CO.
a Delaware Corporation

By: /s/ Michael J. Cloherty
--------------------------

/s/ James J. Braniff, III Executive
--------------------------
James J. Braniff, III

-16-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>6
<FILENAME>dex1020.txt
<DESCRIPTION>SECURED PROMISSORY NOTE DATED 06/19 1996
<TEXT>

<PAGE>

EXHIBIT 10.20

SECURED PROMISSORY NOTE

$1,155,000.00 June 19, 1996

FOR VALUE RECEIVED, the undersigned James J. Braniff III (the "Borrower")
hereby promises to pay to the order of Arthur J. Gallagher & Co., a Delaware
corporation ("Payee"), the principal sum of One Million One Hundred Fifty-Five
Thousand Dollars ($1,155,000), together with interest on the unpaid balance of
such principal amount from the date hereof at the rate of three percent (3%)
compounded annually. The principal balance of and all accrued but unpaid
interest on this Promissory Note shall be payable in full by Borrower to Payee
on demand.

Payments of principal and interest on this Promissory Note shall be made in
legal tender of the United States of America and shall be made at the corporate
offices of Payee at Two Pierce Place, Itasca, IL 60143-3141, Attention: Michael
J. Cloherty, Chief Financial Officer, or at such other place as Payee shall have
designated in writing to Borrower. If the date set for any payment of principal
or interest on this Promissory Note is a Saturday, Sunday or legal holiday, then
such payment shall be due on the next succeeding business day.

As of the date hereof, Borrower has acquired 153,127 shares of the common
stock (the "Common Stock"), par value $1.00 (the "Shares"), of Payee pursuant to
the terms of that certain Restated Agreement and Plan of Merger and
Reorganization dated as of September 27, 1988 by and among Payee, Borrower and
certain individuals and corporations. This Promissory Note shall be secured by
the Shares as provided in that certain Stock Pledge Agreement of even date
herewith by and between Payee and Borrower (the "Pledge Agreement").

The principal of and accrued interest on this Promissory Note may be
prepaid at any time, in whole or in part, without premium or penalty. Any such
prepayment shall be first applied to the payment of any accrued interest and
then to the unpaid balance of the principal amount.

At any time, Payee may, by written notice to Borrower, declare the entire
unpaid principal amount of this Promissory Note and all accrued and unpaid
interest thereon to be immediately due and payable and, thereupon, the unpaid
principal amount and all such accrued and unpaid interest shall become and be
forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower.

The provisions of this Promissory Note shall be governed by and construed
in accordance with the Laws of the State of Illinois without regard to the
conflicts of law rules thereof. In the event that Payee is required to take any
action to collect or otherwise enforce payment of this Promissory Note, Borrower
agrees to pay such attorneys' fees and court costs as Payee may incur as a
result thereof, whether or not suit is commenced.

<PAGE>

IN WITNESS WHEREOF, this Promissory Note has been duly executed and delivered by
Borrower on the date first above written.

BORROWER

/s/ James J. Braniff III
-----------------------------------

/s/ Marsha G. Braniff
-----------------------------------
Spouse

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>7
<FILENAME>dex1021.txt
<DESCRIPTION>PROMISSORY NOTE DATED 02/01 1999
<TEXT>

<PAGE>

EXHIBIT 10.21

PROMISSORY NOTE

$100,000.00 Itasca, Illinois
February 1, 1999

James J. Braniff III (the "Maker"), for value received, hereby promises to pay
to Arthur J. Gallagher & Co. (the "Company"), or order, on demand, the principal
sum of One Hundred Thousand and 00/100 Dollars ($100,000.00), without interest.

All payments shall be made at Two Pierce Place, Itasca, Illinois 60143, or at
such other address as the holder hereof may from time to time specify in
writing.

If default be made in the payment of principal as herein specified, the Maker
agrees to pay all costs of collection, including a reasonable attorney's fee,
whether suit be brought or not.

Presentment for payment, demand or notice of dishonor, protest and notice of
protest are hereby waived by the Maker and all endorsers hereof.

IN WITNESS WHEREOF, the Maker has set his hand hereunto as of the date above
first written.

/s/ James J. Braniff III
--------------------------------
James J. Braniff III

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.0
<SEQUENCE>8
<FILENAME>dex210.txt
<DESCRIPTION>SUBSIDIARIES OF GALLAGHER
<TEXT>

<PAGE>

EXHIBIT 21.0

SUBSIDIARIES OF GALLAGHER

In the following list of subsidiaries of Gallagher, those companies which are
indented represent subsidiaries of the corporation under which they are
indented. Except for directors' qualifying shares, 100% of the voting stock of
each of the subsidiaries listed below, other than those indicated by footnote,
is owned of record or beneficially by its indicated parent.(1)

<TABLE>
<CAPTION>
State or Other
Jurisdiction of
Name Incorporation
- ---- ---------------
<S> <C>
Arthur J. Gallagher & Co. (Registrant).......................... Delaware
Arthur J. Gallagher & Co. (Illinois).......................... Illinois
Arthur J. Gallagher & Co. of Oklahoma, Inc.................. Oklahoma
Arthur J. Gallagher Risk Management Services, Inc........... Illinois
Arthur J. Gallagher & Co. of Wisconsin, Inc............... Wisconsin
Arthur J. Gallagher & Co. of Pennsylvania, Inc............ Pennsylvania
Gallagher Captive Services, Inc........................... Delaware
Arthur J. Gallagher & Co.--Chicago Metro...................... Illinois
Arthur J. Gallagher & Co. (St. Louis)......................... Delaware
Gallagher Holt, Inc........................................... Texas
Arthur J. Gallagher, Inc.................................... Texas
Gallagher Braniff, Inc........................................ Texas
Arthur J. Gallagher & Co. (Florida)........................... Florida
Arthur J. Gallagher & Co. of New York, Inc.................... New York
Colonial Alternative Risk Services, Inc. ................... New York
Arthur J. Gallagher & Co. Ohio Agency, Inc.................... Ohio
Risk Placement Services, Inc.................................. Illinois
Risk Placement Services of Texas, Inc. ..................... Texas
Risk Placement Services of Arkansas, Inc. .................. Arkansas
Risk Placement Insurance Services of Massachusetts, Inc. ... Massachusetts
Risk Placement Services of Louisiana, Inc. ................. Louisiana
Arthur J. Gallagher & Co.--Greenville......................... South Carolina
Arthur J. Gallagher and Co. of Massachusetts, Inc............. Massachusetts
Gallagher Insurance Advisors, Inc........................... Massachusetts
Arthur J. Gallagher & Co. of Rhode Island, Inc................ Rhode Island
Arthur J. Gallagher International, Inc........................ Delaware
Arthur J. Gallagher & Co. (Bermuda) Limited................... Bermuda
Arthur J. Gallagher Intermediaries (Bermuda) Limited........ Bermuda
Arthur J. Gallagher Management (Bermuda) Limited............ Bermuda
Gallagher Captive Services (Cayman) Limited................. Cayman Islands
Scholastic Risk Services Limited............................ Bermuda
Artex Insurance Company Ltd(2).............................. Bermuda
Artex Underwriting Managers Ltd............................. Bermuda
Protected Insurance Company................................... Bermuda
Arthur J. Gallagher & Co.--Little Rock........................ Arkansas
Arthur J. Gallagher & Co. of Georgia, Inc..................... Georgia
Arthur J. Gallagher (UK) Limited.............................. England
Risk Management Partners Ltd.(3)............................ England
John Plumer & Company Limited............................... England
Morgan Insurance Services Limited........................... England
Arthur J. Gallagher Asia Pte Ltd (4)........................ Singapore
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State or Other
Jurisdiction of
Name Incorporation
- ---- ---------------
<S> <C>
Gallagher Bassett Services, Inc.............................. Delaware
Gallagher Bassett of New York, Inc......................... New York
Gallagher Bassett International Ltd........................ Delaware
Gallagher Bassett International Ltd. (UK).................. England
Gallagher Bassett Canada Inc............................... Canada
Gallagher Benefit Administrators, Inc...................... Illinois
Gallagher Bassett Investigative Services, Inc.............. Delaware
Wyatt Gallagher Bassett Pty Ltd(3)......................... Australia
Gallagher Bassett Australia Pty Ltd...................... Australia
Wyatt Emerson Pty Ltd.................................... Australia
Wyatt Group (PNG) Pty Ltd................................ New Guinea
Gallagher Bassett International S.A.......................... France
Arthur J. Gallagher & Co. Insurance Brokers of California,
Inc......................................................... California
Charity First Insurance Services, Inc...................... California
Arthur J. Gallagher & Co. of Connecticut, Inc................ Connecticut
Arthur J. Gallagher Intermediaries, Inc...................... New York
Arthur J. Gallagher & Co.--Denver............................ Colorado
Arthur J. Gallagher & Co. of Michigan, Inc. ................. Michigan
Arthur J. Gallagher & Co. of Washington, Inc................. Washington
Gallagher Louisiana, Inc..................................... Louisiana
Arthur J. Gallagher of Louisiana, Inc...................... Louisiana
Arthur J. Gallagher & Co. of Mississippi, Inc................ Mississippi
Arthur J. Gallagher & Co.--Kansas City, Inc.................. Missouri
IMC Insurance Management Corporation....................... Missouri
IMC Services Corporation................................. Missouri
Arthur J. Gallagher & Co. of New Jersey, Inc................. New Jersey
Arthur J. Gallagher & Co. Ohio Life Agency, Inc.............. Ohio
Gallagher Pipino, Inc........................................ Ohio
Arthur J. Gallagher & Co. of Minnesota, Inc.................. Minnesota
Risk Placement Services of Arizona I, Inc.................... Arizona
AJG Financial Services, Inc.................................. Delaware
AJG Capital, Inc.(5)....................................... Illinois
AJG Investments, Inc....................................... Delaware
AJG Premium Finance, Inc................................... Illinois
Lamberson Koster & Company................................... California
Arthur J. Gallagher & Co. of Tennessee, Inc.................. Tennessee
Arthur J. Gallagher & Co. of Kentucky, Inc................... Kentucky
Gallagher Benefit Services, Inc.............................. Delaware
Gallagher Benefit Services of Michigan, Inc................ Michigan
Gallagher Benefit Services of the Carolinas, Inc........... North Carolina
Gallagher Benefit Services of Colorado, Inc................ Colorado
Gallagher Benefit Services of Kansas City, Inc............. Delaware
Gallagher Benefit Services of New York, Inc................ New York
Gallagher Benefit Services of Texas, Inc................... Texas
Gallagher Benefit Services of Washington, D.C.............. Delaware
GBS Retirement Services, Inc............................... New York
Generation 2000 Loss Control Services, Inc................... Tennessee
Arthur J. Gallagher Service Company.......................... Delaware
Arthur J. Gallagher Australasia Pty Ltd.(6).................. Australia
AJG Two Pierce, Inc. ........................................ Delaware
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State or Other
Jurisdiction of
Name Incorporation
- ---- ---------------
<S> <C>
John P. Woods Co., Inc. ...................................... Delaware
Arthur J. Gallagher & Co. of Maryland, Inc. .................. Maryland
</TABLE>
- --------
(1) Gallagher conducts some of its operations under the following names:
Gallagher Bassett Information Services; Gallagher Risk Management
Services; Pacific Atlantic Administrators; The Boston Insurance Center;
Gallagher Heffernan; Broussard, Bush & Hurst; Henley, Williams &
Associates; Gallagher Steel Agency; Bryce Insurance; CMC Claims Management
Corporation; The Planning Corporation; Environmental Claims Management
Incorporated; Gallagher Byerly, Inc.; Innovative Risk Services, Inc.; and
International Special Risk Services, Inc.
(2) 76% of the Common Stock of this subsidiary is owned by two third parties.
(3) 50% of the Common Stock of each of these subsidiaries is owned by an
unrelated party.
(4) 30% of the Common Stock of this subsidiary is owned by a third party.
(5) 10% of the Common Stock of this subsidiary is owned by an unrelated party.
(6) 40% of the Common Stock of this subsidiary is owned by unrelated parties.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>9
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

Our audits included the consolidated financial statement schedule of Arthur
J. Gallagher & Co. (Gallagher) listed in Item 14(a). This schedule is the
responsibility of Gallagher's management. Our responsibility is to express an
opinion based on our audits. In our opinion, with respect to which the date is
January 18, 2001, the consolidated financial statement schedule referred to
above, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

We consent to the incorporation by reference in the Registration Statements
(Form S-8, No. 33-604 and Form S-8, No. 33-14625) pertaining to the Arthur J.
Gallagher & Co. Incentive and United Kingdom Incentive Plans, in the
Registration Statements (Form S-8, No. 33-24251, Form S-8, No. 33-38031 and
Form S-8, No. 333-57155) pertaining to the Arthur J. Gallagher & Co. 1988
Incentive and 1988 Nonqualified Stock Option Plans, in the Registration
Statement (Form S-8, No. 33-30816) pertaining to the Arthur J. Gallagher & Co.
Non-Employee Directors' Stock Option Plan, in the Registration Statements (Form
S-8, No. 33-64614 and Form S-8, No. 33-80648) pertaining to the Arthur J.
Gallagher & Co. 1988 Incentive, 1988 Nonqualified, and Non-Employee Directors'
Stock Option Plans, in the Registration Statements (Form S-8, No. 333-06359 and
Form S-8, No. 333-40000) pertaining to the Arthur J. Gallagher & Co. 1988
Nonqualified and Non-Employee Directors' Stock Option Plans, in the
Registration Statements (Form S-4, No. 333-75197, Form S-3, No. 333-84139 and
Form S-4, No. 333-55254), and in the related Prospectuses, of our report dated
January 18, 2001 with respect to the consolidated financial statements included
herein, and our report included in the preceding paragraph with respect to the
consolidated financial statement schedule included in this Annual Report on
Form 10-K of Arthur J. Gallagher & Co.

/s/ Ernst & Young LLP
-------------------
Ernst & Young LLP

Chicago, Illinois
March 26, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.0
<SEQUENCE>10
<FILENAME>dex240.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>

<PAGE>

EXHIBIT 24.0

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints John C. Rosengren his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him, and in his name, place
and stead, in any and all capacities (i) to sign the Arthur J. Gallagher & Co.
Annual Report on Form 10-K for the fiscal year ending December 31, 2000 and any
and all amendments thereto and (ii) to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in such connection, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as
of this 22nd day of March, 2001.

/s/ FRANK M. HEFFERNAN, JR.
----------------------------
Frank M. Heffernan, Jr.
<PAGE>

EXHIBIT 24.0

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as
of this 22nd day of March, 2001.

/s/ T. KIMBALL BROOKER
----------------------------
T. Kimball Brooker

<PAGE>

EXHIBIT 24.0

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as
of this 22nd day of March, 2001.

/s/ ROBERT E. GALLAGHER
----------------------------
Robert E. Gallagher
<PAGE>

EXHIBIT 24.0

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as
of this 22nd day of March, 2001.

/s/ GARY P. COUGHLAN
----------------------------
Gary P. Coughlan
<PAGE>

EXHIBIT 24.0

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as
of this 22nd day of March, 2001.

/s/ ROBERT RIPP
----------------------------
Robert Ripp
<PAGE>

EXHIBIT 24.0

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as
of this 22nd day of March, 2001.

/s/ WALTER F. McCLURE
----------------------------
Walter F. McClure
<PAGE>

EXHIBIT 24.0

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as
of this 22nd day of March, 2001.

/s/ JAMES R. WIMMER
----------------------------
James R. Wimmer
<PAGE>

EXHIBIT 24.0

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as
of this 22nd day of March, 2001.

/s/ PETER J. DURKALSKI
----------------------------
Peter J. Durkalski
<PAGE>

EXHIBIT 24.0

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints John C. Rosengren her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for her, and in her name, place
and stead, in any and all capacities (i) to sign the Arthur J. Gallagher & Co.
Annual Report on Form 10-K for the fiscal year ending December 31, 2000 and any
and all amendments thereto and (ii) to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in such connection, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument as
of this 22nd day of March, 2001.

/s/ ILENE S. GORDON
----------------------------
Ilene S. Gordon
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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