Arthur J. Gallagher & Co. — Director's Dealing 2013

May 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GALLAGHER ARTHUR J & CO (AJG)
CIK: 0000354190
Period of Report: 2013-05-21

Reporting Person: CARY RICHARD C (Controller, CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-21	Common Stock	M	2750	$28.65	Acquired	30596	Direct
2013-05-21	Common Stock	M	2931	$23.76	Acquired	33527	Direct
2013-05-21	Common Stock	M	1352	$33.28	Acquired	34879	Direct
2013-05-21	Common Stock	M	9000	$29.42	Acquired	43879	Direct
2013-05-21	Common Stock	M	8000	$27.25	Acquired	51879	Direct
2013-05-21	Common Stock	S	24034	$45.21	Disposed	27845	Direct
2013-05-21	Common Stock	A	19722	—	Acquired	42400	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-21	Non-qualified Stock Option	$28.65	M	2750	Disposed	2017-05-15	Common Stock (2750)	Direct
2013-05-21	Non-qualified Stock Option	$23.76	M	2931	Disposed	2018-03-05	Common Stock (2931)	Direct
2013-05-21	Non-qualified Stock Option	$33.28	M	1352	Disposed	2014-03-31	Common Stock (1352)	Direct
2013-05-21	Non-qualified Stock Option	$29.42	M	9000	Disposed	2014-07-21	Common Stock (9000)	Direct
2013-05-21	Non-qualified Stock Option	$27.25	M	8000	Disposed	2015-07-20	Common Stock (8000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted)	4265	Direct

Footnotes

F1: The price reported is an average weighted price. The shares were sold in multiple transactions at prices ranging from $45.15 to $45.55. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: This reported acquisition of stock resulted from the Company's allocation of the reporting person's unvested account balance in the "Age 62 Plan," one of the Company's nonqualified deferred compensation plans, to an account tied to the value of the Company's common stock. Under the Age 62 Plan, the Company contributes to the plan on the participant's behalf, and awards deemed invested in the Company's common stock must be settled in shares of Company common stock. Participants do not vest in awards until they attain age 62, and do not have investment or voting control with respect to the investment vehicles in which their account balance is deemed invested. The reported shares of stock were allocated to the reporting person's account under the Age 62 Plan as of May 21, 2013.

F3: The stock option becomes exercisable 20% each year on the anniversary of the grant date.

F4: The stock option becomes exercisable 10% each year, commencing January 1 after the date of grant.