Arthur J. Gallagher & Co. — Director's Dealing 2014

Jan 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GALLAGHER ARTHUR J & CO (AJG)
CIK: 0000354190
Period of Report: 2014-01-24

Reporting Person: McGrath Susan E (Chief Human Resources Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-24	Notional Stock Units	$0	A	577	Acquired		Common Stock (577)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct
Common Stock	33319	Indirect
Common Stock (restricted)	22390	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Notional Stock Units	$0		Common Stock (9834)	9834	Direct

Footnotes

F1: The Age 62 Plan is a nonqualified deferred compensation plan of the Company. Under the plan, awards that are deemed invested in Company common stock must be settled in shares of Company common stock and are disclosed on this report. Participants do not vest in awards until they attain age 62.

F2: Each notional stock unit represents a right to receive one share of Gallagher common stock.

F3: The reported amount represents a matching award from the Company with respect to amounts deferred in 2013 by the reporting person pursuant to prior elections under the Supplemental Plan.

F4: The notional stock units become payable following the reporting person's separation from service with Gallagher.

F5: The notional stock units become payable on July 1, 2014.