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

Feb 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GALLAGHER ARTHUR J & CO (AJG)
CIK: 0000354190
Period of Report: 2014-02-05

Reporting Person: GALLAGHER J PATRICK JR (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-05	Common Stock	M	15024	$33.28	Acquired	75200.474	Direct
2014-02-05	Common Stock	F	12935	$44.60	Disposed	60176.474	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-05	Non-qualified Stock Option	$33.28	M	15024	Disposed	2014-03-31	Common Stock (15024)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	238217	Indirect
Common Stock	150000	Indirect
Common Stock	427	Indirect
Common Stock	98779	Indirect
Common Stock	192472	Indirect
Common Stock (restricted)	27740	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Notional Stock Units	$0		Common Stock (52548)	52548	Direct

Footnotes

F1: These shares were delivered by the reporting person to pay the stock option exercise price and satisfy the tax withholding obligation.

F2: 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.

F3: Shares held in revocable trust of which my spouse is sole Trustee and as to which I disclaim beneficial ownership.

F4: Held in trust for benefit of children.

F5: The stock option becomes exercisable 10% each year, commencing January 1 after the date of grant.

F6: Each notional stock unit represents a right to receive one share of Gallagher common stock.

F7: The notional stock units become payable following the reporting person's separation from service with Gallagher.