GALLAGHER ARTHUR J & CO (Form: S-8, Received: 08/06/2014 16:06:29)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on August 6, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ARTHUR J. GALLAGHER & CO.

(Exact name of registrant as specified in its charter)


Delaware		36-2151613
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

The Gallagher Centre Two Pierce Place Itasca, Illinois		60143-3141
(Address of Principal Executive Offices)		(Zip Code)

Arthur J. Gallagher & Co. 2014 Long-Term Incentive Plan

Arthur J. Gallagher & Co. Deferred Equity Participation Plan

Arthur J. Gallagher & Co. Deferred Cash Participation Plan

Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan

(Full title of the plans)

Walter D. Bay, Esq.

Vice President, General Counsel and Secretary

Arthur J. Gallagher & Co.

Two Pierce Place

Itasca, Illinois 60143-3141

(Name and address of agent for service)

(630) 773-3800

(Telephone number, including area code, of agent for service)

C OPIES T O :

Craig S. Wittlin, Esq.

Daniel R. Kinel, Esq.

Harter Secrest & Emery LLP

1600 Bausch & Lomb Place

Rochester, New York 14604

(585) 232-6500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered ⁽¹⁾	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $1.00 par value per share ⁽¹⁾	9,150,000 shares ⁽²⁾	$44.90 ⁽⁴⁾	$410,835,000 ⁽⁴⁾	$52,915.55
Common Stock, $1.00 par value per share ⁽¹⁾	4,000,000 shares ⁽³⁾	$44.90 ⁽⁴⁾	$179,600,000 ⁽⁴⁾	$23,132.48

⁽¹⁾

If, as a result of stock splits, stock dividends, recapitalizations or other similar transactions effected without the receipt of consideration, there is an increase in the number of outstanding shares of Common Stock issuable under the Arthur J. Gallagher & Co. 2014 Long-Term Incentive Plan (the “LTIP”), the Arthur J. Gallagher & Co. Deferred Equity Participation Plan (the “Age 62 Plan”), the Arthur J. Gallagher & Co. Deferred Cash Participation Plan (the “Deferred Cash Plan”) or the Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan (the “Supplemental Plan”), the provisions of Rule 416(a) under the Securities Act of 1933, as amended, shall apply and this Registration Statement shall be deemed to cover the additional securities resulting from such stock split, stock dividend, recapitalization or other similar transaction.

⁽²⁾

Represents: (i) 9,000,000 shares reserved for future issuance under the LTIP; and (ii) 150,000 shares remaining available for issuance under the Arthur J. Gallagher & Co. 2011 Long-Term Incentive Plan (the “Prior Plan”) at the time the LTIP was approved by stockholders and shares subject to outstanding equity awards under the Prior Plan, which the Registrant reasonably estimates may become available for future grant under the LTIP as a result of the expiration, termination, cancellation, forfeiture or settlement in cash of such awards under the Prior Plan.

⁽³⁾

Represents: (i) 3,300,000 shares available for issuance under the Age 62 Plan; (ii) 400,000 shares available for issuance under the Deferred Cash Plan; and (iii) 300,000 shares available for issuance under the Supplemental Plan. As more fully set forth in the Explanatory Note below, the shares being registered under the Age 62 Plan, the Deferred Cash Plan and the Supplemental Plan represent shares purchased on the open market for subsequent issuance under such plans.

⁽⁴⁾

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low per share prices of the Registrant’s Common Stock reported on the New York Stock Exchange on August 1, 2014.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Arthur J. Gallagher & Co. relating in part to 4,000,000 shares of Common Stock, par value $1.00 per share, to be offered and sold under the Arthur J. Gallagher & Co. Deferred Equity Participation Plan (the “Age 62 Plan”), the Arthur J. Gallagher & Co. Deferred Cash Participation Plan (the “Deferred Cash Plan”) and the Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan (the “Supplemental Plan,” together with the Age 62 Plan and the Deferred Cash Plan, the “Deferred Compensation Plans”). All shares registered hereunder in connection with the Deferred Compensation Plans are not newly issued shares of our common stock but, rather, represent shares that will be purchased in the open market by the rabbi trustee for each of the Deferred Compensation Plans and issued to participants pursuant to the terms of such plans. This Registration Statement on Form S-8 also relates to 9,150,000 shares of Common Stock, par value $1.00 per share, to be offered and sold under the Arthur J. Gallagher & Co. 2014 Long-Term Incentive Plan (the “LTIP” and, collectively with the Deferred Compensation Plans, the “Plans”).

The total number of shares registered in connection with the Deferred Compensation Plans consists of the following: (i) 3,300,000 shares available for issuance under the Age 62 Plan; (ii) 400,000 shares available for issuance under the Deferred Cash Plan; and (iii) 300,000 shares available for issuance under the Supplemental Plan. The total number of shares registered in connection with the LTIP consists of the following: (i) 9,000,000 shares reserved for future issuance under the LTIP; and (ii) 150,000 shares remaining available for issuance under the Arthur J. Gallagher & Co. 2011 Long-Term Incentive Plan (the “Prior Plan”) at the time the LTIP was approved by stockholders and shares subject to outstanding equity awards under the Prior Plan, which the Registrant reasonably estimates may become available for future grant under the LTIP as a result of the expiration, termination, cancellation, forfeiture or settlement in cash of such awards under the Prior Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 have been or will be delivered to participants in the Plans as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed by Arthur J. Gallagher & Co. (the “Company”) with the SEC but constitute (along with the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The SEC’s rules allow the Company to incorporate by reference information into this Registration Statement. This enables the Company to disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this Registration Statement from the date the Company files such document. Any reports filed by the Company with the SEC after the date of this Registration Statement, and before the date that the offering of the securities by means of this Registration Statement is terminated, will automatically update and, where applicable, supersede any information contained in this Registration Statement or incorporated by reference in this Registration Statement.

We incorporate by reference into this Registration Statement the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished under Item 2.02 or Item 7.01 of Form 8-K, which is not deemed filed in accordance with SEC rules and is not incorporated by reference herein):

•

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed on February 7, 2014;

•

Our Quarterly Report on Form 10-Q for the three months ended March 31, 2014, filed on April 24, 2014;

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•

Our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2014, filed on August 1, 2014;

•

Our Current Reports on Form 8-K filed on March 3, 2014, March 14, 2014, April 1, 2014, April 7, 2014, April 16, 2014, May 13, 2014, May 19, 2014, June 16, 2014, June 25, 2014, and July 8, 2014;

•

The description of our common stock contained in our Registration Statement on Form S-4, filed on May 16, 2013 (File No. 333-188651); and

•

All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold.

The Company will provide without charge to each person, including any beneficial owner, to whom this Registration Statement is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this Registration Statement, excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. You can obtain those documents from our website at www.ajg.com or request them in writing or by telephone at the following address or telephone number: General Counsel, Arthur J. Gallagher & Co., Two Pierce Place, Itasca, Illinois 60143-3141; Telephone: (630) 773-3800. Except for the information specifically incorporated into this Registration Statement by reference as set forth above, information contained on our website is not a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Expert and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Company is incorporated under the Delaware General Corporation Law (the “DGCL”).

Section 145(a) of the DGCL provides that a Delaware corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted under standards similar to those discussed above, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery or such other court shall deem proper.

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Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; and that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation shall have power to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

Section 102(b)(7) of the DGCL provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provisions shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3) under section 174 of the DGCL or (4) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective.

Article Seven of the Company’s Amended and Restated By-laws and Article Twelve of the Company’s Amended and Restated Certificate of Incorporation provide for the indemnification of each of the Company’s directors, officers, employees or agents to the full extent permitted by the DGCL or other applicable laws presently or hereafter in effect.

Article Seven of the Company’s Amended and Restated By-laws provides that the Company shall indemnify any person in connection with any action, suit or proceeding brought or threatened by reason of the fact that he or she is or was one of the Company’s directors, officers, employees or agents, or is or was serving at the Company’s request as a director, officer, employee or agent of another enterprise, against all costs actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the Company’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Similar indemnity is permitted to be provided to such persons in connection with an action or suit by the Company or in the Company’s right, and provided further that such person shall not have been adjudged liable for negligence or misconduct in the performance of his or her duty to the Company, unless, in view of all the circumstances of the case, the court in which the action or suit was brought determines that such person despite the adjudication of liability is fairly and reasonably entitled to indemnity for such expenses.

Article Twelve of the Company’s Amended and Restated Certificate of Incorporation eliminates the liability of the Company’s directors for monetary damages for breach of fiduciary duty as a director except where a director breaches his or her duty of loyalty to the Company and its stockholders, fails to act in good faith or engages in intentional misconduct or a knowing violation of law, authorizes the payment of a dividend or stock repurchase that is illegal under Section 174 of the DGCL, or obtains an improper personal benefit.

The Company also maintains and pays premiums on a directors’ and officers’ liability insurance policy and has entered into indemnity agreements with its directors and officers. The provisions of each indemnity agreement alter or clarify the statutory indemnification in the following respects: (1) indemnity will be explicitly provided for settlements in derivative actions; (2) prompt payment of litigation expenses will be provided in advance of indemnification; (3) prompt indemnification of advances of expenses will be provided unless a determination is made that the director or officer has not met the required standard; (4) the director or officer will be permitted to petition a court to determine whether his or her actions meet the standards required; and (5) partial indemnification will be permitted in the event that the director or officer is not entitled to full indemnification. In addition, each indemnity agreement specifically includes indemnification with respect to actions, suits or proceedings brought under and/or predicated upon the Securities Act of 1933, as amended, and/or the Securities Exchange Act of 1934, as amended.

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The preceding summary is qualified in its entirety by the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, and the indemnity agreements described above.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See the Exhibit Index, which is incorporated herein by this reference.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant

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has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Itasca, State of Illinois, on this 6th day of August, 2014.


		ARTHUR J. GALLAGHER & CO.

By:		/s/ Douglas K. Howell
		Douglas K. Howell
		Corporate Vice President and Chief Financial Officer

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POWER OF ATTORNEY

We, the undersigned directors and officers, do hereby severally constitute and appoint Walter D. Bay and Douglas K. Howell, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable Arthur J. Gallagher & Co. to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement on Form S-8, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signatures	Title	Date

/s/ J. Patrick Gallagher, Jr. J. Patrick Gallagher, Jr.	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	July 31, 2014

/s/ Douglas K. Howell Douglas K. Howell	Corporate Vice President and Chief Financial Officer (Principal Financial Officer)	July 31, 2014

/s/ Richard C. Cary Richard C. Cary	Chief Accounting Officer (Principal Accounting Officer)	July 31, 2014

/s/ Sherry S. Barrat
Sherry S. Barrat	Director	July 31, 2014

/s/ William L. Bax
William L. Bax	Director	July 31, 2014

/s/ Frank E. English, Jr.
Frank E. English, Jr.	Director	July 31, 2014

/s/ Elbert O. Hand
Elbert O. Hand	Director	July 31, 2014

/s/ David S. Johnson
David S. Johnson	Director	July 31, 2014

/s/ Kay W. McCurdy
Kay W. McCurdy	Director	July 31, 2014

/s/ Norman L. Rosenthal
Norman L. Rosenthal	Director	July 31, 2014

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EXHIBIT INDEX

REGISTRATION STATEMENT ON FORM S-8



4.1		Amended and Restated Certificate of Incorporation of Arthur J. Gallagher & Co. (incorporated by reference to Exhibit 3.1 to our Form 10-Q Quarterly Report for the quarterly period ended June 30, 2008, File No. 1-9761).

4.2		Amended and Restated By-Laws of Arthur J. Gallagher & Co. (incorporated by reference to Exhibit 3.2 to our Form 10-K Annual Report for 2008, File No. 1-9761).

4.3		Arthur J. Gallagher & Co. 2014 Long-Term Incentive Plan (incorporated by reference to exhibit number 10.46 to our Form 10 Q Quarterly Report for the quarterly period ended June 30, 2014, File No. 1-09761).

4.4		Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to exhibit number 10.42.1 to our Form 10-K Annual Report for 2010, File No. 1-09761).

4.5		Form of Long-Term Incentive Plan Stock Option Award Agreement (incorporated by reference to exhibit number 10.42.2 to our Form 10-K Annual Report for 2010, File No. 1-09761).

4.6		Form of Long-Term Incentive Plan Stock Appreciation Rights Award Agreement (incorporated by reference to exhibit number 10.42.3 to our Form 10-K Annual Report for 2010, File No. 1-09761).

4.7		Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement for executive officers over the age of 55 (incorporated by reference to exhibit number 10.42.4 to our Form 10 Q Quarterly Report for the quarterly period ended March 31, 2013, File No. 1-09761).

4.8		Form of Long-Term Incentive Plan Stock Option Award Agreement for executive officers over the age of 55 (incorporated by reference to exhibit number 10.42.5 to our Form 10 Q Quarterly Report for the quarterly period ended March 31, 2013, File No. 1-09761).

4.9		The Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan (amended and restated as of January 21, 2014) (incorporated by reference to Exhibit 10.15 to our Form 10-K Annual Report for 2013, File No. 1-9761).

4.10		Arthur J. Gallagher & Co. Deferred Equity Participation Plan (amended and restated as of January 22, 2014) (incorporated by reference to Exhibit 10.16 to our Form 10-K Annual Report for 2013, File No. 1-9761).

4.11		Form of Deferred Equity Participation Plan Award Agreement (incorporated by reference to Exhibit 10.16.1 to our Form 10-K Annual Report for 2013, File No. 1-9761).

*4.12		Arthur J. Gallagher & Co. Deferred Cash Participation Plan (effective as of March 10, 2014).

*4.13		Form of Deferred Cash Participation Plan Award Agreement.

4.14		Multicurrency Credit Agreement, dated as of September 19, 2013, among Arthur J. Gallagher & Co., the other borrowers party thereto, the lenders party thereto, Bank of Montreal, as administrative agent, BMO Capital Markets, as joint lead arranger and joint book runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citibank N.A., Barclays Bank PLC, and J.P. Morgan Securities LLC, as joint lead arrangers, joint book runners and co-syndication agents, and U.S. Bank National Association, as documentation agent (incorporated by reference to same exhibit number to our Form 8-K Current Report dated September 20, 2013, File No. 1-9761).

*5.1		Opinion of Seth Diehl, Esq. ±



*15.1		Acknowledgement of Ernst & Young LLP

*23.1		Consent of Seth Diehl, Esq. (included in Exhibit 5.1)

*23.2		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

*24.1		Form of Power of Attorney (included on the signature page of this registration statement.)

*	Filed herewith.

The shares of Common Stock, par value $1.00 per share being registered pursuant to this Registration Statement in connection with the Deferred Compensation Plans will not be original issuance securities. Accordingly, in accordance with the instructions to Item 8(a) of Part II of Form S-8, no opinion of counsel as to the legality of such shares is required or provided hereunder.

The registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of any long-term debt instruments that have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.

Exhibit 4.12

ARTHUR J. GALLAGHER & CO.

DEFERRED CASH PARTICIPATION PLAN

(effective as of March 10, 2014)

Section 1. Purpose . The purpose of this Deferred Cash Participation Plan (the “ Plan ”) is to encourage key employees of Arthur J. Gallagher & Co. (together with its Affiliates, the “Company”) who contribute significantly to the future business success of the Company to remain employed with the Company, to reward such employees for their contributions to the Company and to provide for the continuity of management and leadership of the Company.

In the event that a Participant’s Annual Account is deemed invested in shares of Common Stock, such shares of Common Stock will either be contributed to the trustee of the Trust (as defined below) by the Company, in which case they will be deemed to have been distributed under the Arthur J. Gallagher & Co. 2011 Long-Term Incentive Plan, as amended from time to time, or any successor plan adopted by the Company and approved by its stockholders (the “ LTIP ”), and will count against the limit on the number of shares of Common Stock available for distribution thereunder, or such shares shall have been purchased by the trustee of the Trust on the open market or in privately negotiated transactions, as a result of an irrevocable election by the Participant, and shall not be deemed to have been distributed under the LTIP.

Section 2. Definitions . For purposes of the Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following meanings:

(a) “ Administrator ” shall mean the Company’s Chief Executive Officer, General Counsel or Chief Human Resources Officer.

(b) “ Affiliate ” shall mean any corporation, trade or business which is treated as a single employer with the Company under Sections 414(b) or 414(c) of the Code.

(c) “ Annual Account ” shall mean a hypothetical, bookkeeping account established in the name of each Participant and maintained by the Company or its designated agent or third-party administrator to reflect the Participant’s Annual Discretionary Allocation for a year, as adjusted to reflect all applicable earnings, other adjustments and any prior withdrawals and distributions.

(d) “ Award Date ” shall mean the date that an Annual Discretionary Allocation is credited to a Participant’s Annual Account under Section 4(b), which, with respect to an Annual Discretionary Allocation for a particular year, shall be no earlier than April 1 ^st of such year.

(e) “ Annual Discretionary Allocation ” shall mean the aggregate amount credited by the Company to a Participant’s Annual Account in respect of a particular year under Section 4(b).

(f) “ Annual Distribution Form ” shall mean the written or electronic form required by the Administrator to be executed by a Participant with respect to a distribution election under Section 5 for a given year.

(g) “ Award Notice ” shall mean the forms, documents or materials concerning the terms of any Annual Discretionary Allocation.

(h) “ Change in Control ” shall have the meaning given to such term under the Arthur J. Gallagher & Co. 2011 Long-Term Incentive Plan, as amended from time to time, or any successor plan adopted by the Company and approved by its stockholders.

(i) “ Code ” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

(j) “ Common Stock ” shall mean shares of the Company’s common stock, par value $1.00 per share.

(k) “ Disabled ” or “ Disability ” shall mean that a Participant is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) determined to be totally disabled by the Social Security Administration.

(l) “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

(m) “ Participant ” shall mean any eligible employee: (i) who is in a classification of employees designated by the Administrator to participate in the Plan or who is otherwise selected by the Administrator to participate in the Plan; (ii) who is credited with an Annual Discretionary Allocation; (iii) who commences participation in the Plan, and (iv) whose participation in the Plan has not terminated.

(n) “ Section 409A ” shall mean Section 409A of the Code, and the Treasury Regulations promulgated and other official guidance issued thereunder.

(o) “ Separation from Service ” shall mean a “separation from service” as defined under Section 409A, as determined in accordance with the Company’s Policy Regarding Section 409A Compliance.

Section 3. Trust and Trust Funding.

(a) Trust . Subject to the limitations, if any, imposed under applicable law, the Company may establish a trust to fund all or a portion of benefits under the Plan (the “ Trust ”). The Trust is intended to be a “grantor trust” under the Code and the establishment of the Trust or the utilization of the Trust for Plan benefits, as applicable, is not intended to cause any Participant to realize current income on amounts contributed thereto, and the Trust shall be so interpreted. Any such funds will be subject to the claims of all bankruptcy or insolvency

creditors of the Company as provided in the Trust agreement. No Participant will have any vested interest or secured or preferred position with respect to such funds or have any claims against the Company hereunder except as a general creditor.

(b) Trust Funding . Prior to December 31 of each year, to the extent permissible under Section 409A, the Company may contribute cash or shares of Common Stock to the Trust, in an amount approved by the Administrator (such contribution, the “ Annual Funding ”). Alternatively, the Company may contribute cash to the Trust and instruct the trustee to acquire a specified number of shares or a specified value of shares of Common Stock on the open market or in privately negotiated transactions. The Company shall exercise all rights of ownership, including voting control, of the Trust assets prior to distribution under the Plan.

(c) Interrelationship of the Plan and the Trust . The provisions of the Plan shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Company, the Participants and the creditors of the Company to the assets of the Trust.

Section 4. Annual Discretionary Allocations .

(a) Selection . For each year, the Administrator may select from the group of management or highly compensated employees, in its sole discretion, the employees who shall be eligible to receive an Annual Discretionary Allocation in respect of that year. The Administrator’s selection of an employee to receive an Annual Discretionary Allocation in respect of a particular year will not entitle that employee to receive an Annual Discretionary Allocation for any subsequent year, unless the employee is again selected by the Administrator to receive an Annual Discretionary Allocation for such subsequent year.

(b) Crediting . A Participant may be credited with one or more other Annual Discretionary Allocations in respect of any year, expressed as either a flat dollar amount or as a percentage of the Annual Funding, or any combination thereof. A separate Annual Account shall be established and maintained for each year. The Administrator shall have sole discretion to determine in respect of each year and each Participant: (i) whether any Annual Discretionary Allocation shall be made; (ii) the Participant(s) who shall be entitled to such Annual Discretionary Allocation; (iii) the amount of such Annual Discretionary Allocation; (iv) the Award Date(s) upon which any portion of such Annual Discretionary Allocation shall be credited to each Participant’s Annual Account; (v) the hypothetical investments that shall apply to such Annual Discretionary Allocation; and (vi) any other terms and conditions applicable to such Annual Discretionary Allocation.

(c) Vesting . Unless otherwise set forth in the applicable Award Notice, a Participant shall become vested in his or her Annual Account upon the earliest to occur of the following dates, provided that the Participant remains continuously employed by the Company from the Award Date through each such date (each, a “ Vesting Date ”):

(i) the April 30 following the 13-month anniversary of the Award Date;

(ii) the date of the Participant’s death; or

(iii) the date upon which the Company undergoes a Change in Control.

(d) Earnings . The Administrator shall establish from time to time the hypothetical investment(s) made available under the Plan, which may include investments in Common Stock, from time to time for purposes of valuing Annual Accounts (each, an “ Investment ”). At any time, the Administrator may, in its discretion, add one or more additional Investments under the Plan. In addition, the Administrator, in its sole discretion, may discontinue any Investment at any time, and provide for the portions of Participants’ Annual Accounts designated to the discontinued Investment to be reallocated to another Investment. While a Participant’s Account does not represent the Participant’s ownership of, or any ownership interest in, any particular assets, the Participant’s Annual Accounts shall be adjusted in accordance with the Investment(s), subject to the conditions and procedures set forth herein or established by the Administrator from time to time. Any notional cash earnings generated under an Investment (such as interest and cash dividends and distributions) shall, at the Administrator’s sole discretion, either be deemed to be reinvested in that Investment or reinvested in one or more other Investment(s) designated by the Administrator. All notional acquisitions and dispositions of Investments under a Participant’s Annual Accounts shall be deemed to occur at such times as the Administrator shall determine to be administratively feasible in its sole discretion and the Participant’s Annual Accounts shall be adjusted accordingly. In addition, a Participant’s Annual Accounts may be adjusted from time to time, in accordance with procedures and practices established by the Administrator, in its sole discretion, to reflect any notional transactional costs and other fees and expenses relating to the deemed investment, disposition or carrying of any Investment for the Participant’s Annual Accounts.

Section 5. Distributions .

(a) Initial Distribution Elections . To the extent that the Administrator permits a Participant to make a distribution election, not later than the April 30 ^th immediately following the Award Date, or such earlier date specified by the Administrator, a Participant shall make a distribution election by executing an Annual Distribution Form specifying both the Distribution Date and the Payment Form (each, as defined below) for the Annual Discretionary Allocation granted on such Award Date. The Participant may only change such time and form of payment of an Annual Discretionary Allocation in compliance with Section 5(b).

(i) Distribution Date . Subject to earlier distribution under Section 6, a Participant shall elect to have their Annual Account be paid, or commence to be paid, upon (the “ Distribution Date ”):

(A) the later to occur of the six-month anniversary of the date on which such Participant undergoes a Separation from Service with the Company or the year that includes the date that is five years from the Award Date; or

(B) a specified year that includes the date that is at least five years from the Award Date.

(ii) Payment Form . Subject to earlier distribution under Section 6, a Participant shall elect to have their Annual Account be paid, or commence to be paid, in the form of (the “ Payment Form ”):

(A) a lump-sum payment;

(B) five substantially equal annual installment payments commencing on the Distribution Date, and due on the next four anniversaries of the Distribution Date; or

(C) ten substantially equal annual installment payments commencing on the Distribution Date, and due on the next nine anniversaries of the Distribution Date.

To the extent that the Administrator permits a Participant to make a distribution election, any Participant who fails to execute a valid Annual Distribution Form within such period shall be deemed to have elected to receive a lump-sum payment in the year that includes the date that is five years from the Award Date.

(b) Subsequent Distribution Elections . To the extent that the Administrator permits a Participant to make a distribution election and subject to any restrictions that may be imposed by the Administrator, a Participant may change his or her distribution election at any time, and from time to time; provided, however, that:

(i) the election may not take effect until the first anniversary of the date on which such election change is submitted to the Administrator on a form prescribed by the Company or its designated agent or third-party administrator;

(ii) no such election shall be effective if the Participant is previously scheduled to receive distributions under the Plan within one year following the date on which such election change is submitted to the Administrator; and

(iii) such election provides for a Distribution Date that is at least five years later than the previous Distribution Date, in accordance with Section 409A.

(c) Distribution Timing . In the event an Annual Discretionary Allocation is to be distributed in a lump-sum payment, such payment shall be made by the end of the calendar year in which the Distribution Date occurs, or, if later, the 15th day of the third month following the Distribution Date. In the event an Annual Discretionary Allocation is to be distributed in annual installment payments: the first such installment payment shall be made by the end of the calendar year in which the Distribution Date occurs, or, if later, the 15th day of the third month following the Distribution Date; and each subsequent installment payment shall be made by the end of the calendar year in which the appropriate anniversary of the Distribution Date occurs, or, if later, the 15th day of the third month following the appropriate anniversary of the Distribution Date. The amount of each installment payment shall be equal to the value of the Participant’s Annual Account divided by the number of installments remaining to be paid. Under no circumstances will the Participant be permitted to directly or indirectly designate the year of payment.

Notwithstanding anything to the contrary in Section 5(a) or Section 5(b), any portion of an Annual Account that would be paid following the date that a Participant attains age 75 (the “75 ^th Birthday”) shall, subject to compliance with the six-month delay in Section 11, be paid in the form of a lump-sum on the Participant’s 75 ^th Birthday.

(d) Medium of Payment . Subject to the limitations, if any, imposed under applicable law, the portion of each Annual Account, if any, that is deemed invested in shares of Common Stock shall be distributed in shares of unrestricted Common Stock, which may have been purchased by the trustee of the Trust on the open market or in privately negotiated transactions, and all other distributions under the Plan shall be paid in cash.

(e) Effect of Payment . The full payment of the applicable benefit under the provisions of the Plan shall completely discharge all obligations to a Participant under the Plan.

Section 6. Effects of Certain Events .

(a) Death . In the event a Participant dies before such Participant’s distribution has begun or has been paid in full, any unpaid portion of such Participant’s vested Annual Accounts under the Plan shall be paid to the beneficiary designated by the Participant pursuant to Section 19, or if no beneficiary has been designated, to the Participant’s estate. Such unpaid portion shall be paid in a lump sum by the end of the calendar year in which the Participant died or, if later, the 15th day of the third month following the date of the Participant’s death. Under no circumstances will the beneficiary be permitted to directly or indirectly designate the year of payment.

(b) Disability . In the event that a Participant becomes Disabled before such Participant’s distribution has begun or has been paid in full, any unpaid portion of such Participant’s vested Annual Accounts under the Plan shall be paid to the Participant. Such unpaid portion shall be paid in a lump sum as soon as administratively practicable following the six-month anniversary of the date on which such Participant undergoes a Separation from Service with the Company, but in no event later than 90 days thereafter.

(c) Change in Control . In the event of a Change in Control of the Company before a Participant’s distribution has begun or has been paid in full, any unpaid portion of a Participant’s vested Annual Accounts under the Plan shall be paid to the Participant. Such unpaid portion shall be paid in a lump sum as soon as administratively practicable following the occurrence of a Change in Control, but in no event later than 90 days thereafter.

Section 7. Forfeitures.

(a) Termination Prior to Vesting Date . In the event a Participant’s employment with the Company terminates prior to such Participant’s Vesting Date, then the Participant’s unvested Annual Accounts under the Plan shall be forfeited.

(b) Violation of Restrictive Covenants . In the event a Participant violates the provisions of Section 8 prior to the Participant’s Distribution Date or the date(s) any payment are due after a Participant’s Distribution Date, then the unpaid portion of the Participant’s Annual Accounts under the Plan shall be forfeited.

Section 8. Restrictive Covenants; Clawback.

(a) If, at any time before ten years after the final payment due to the Participant under the Plan, the Participant, in the sole determination of the management of the Company, engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including, but not limited to: (1) conduct related to his or her employment for which either criminal or civil penalties against him may be sought, (2) violation of Company policies, including, without limitation, the Company’s Global Standards of Business Conduct and Insider Trading Policy, (3) directly or indirectly, soliciting, placing, accepting, aiding, counseling or consulting in the renewal, discontinuance or replacement of any insurance or reinsurance by, or handling self-insurance programs, insurance claims or other insurance administrative functions (“ insurance services ”) for, any existing Company account or any actively solicited prospective account of the Company for which the Participant performed any of the foregoing functions during the two-year period immediately preceding such termination or providing any employee benefit brokerage, consulting, or administration services, in the areas of group insurance, defined benefit and defined contribution pension plans, individual life, disability and capital accumulation products, investment advisory services and all other employee benefit areas (“ benefit services ”) the Company is involved with, for any existing Company account or any actively solicited prospective account of the Company for which the Participant performed any of the foregoing functions during the two-year period immediately preceding such termination or, if the Participant has not terminated employment, the date of the prohibited activity (the term Company account as used in this Section shall be construed broadly to include all users of insurance services or benefit services including commercial and individual consumers, risk managers, carriers, agents and other insurance intermediaries), (4) the rendering of services for any organization which is competitive with the Company, (5) employing or recruiting any current or former employee of the Company, (6) disclosing or misusing any confidential information or material concerning the Company, or (7) participating in a hostile takeover attempt of the Company, then the Participant’s Annual Accounts shall be forfeited effective as of the date on which the Participant enters into such activity, unless terminated sooner by operation of another term or condition of the Plan, and any payments made from a Participant’s Annual Accounts to such Participant from and after the Distribution Date shall be repaid by the Participant to the Company. Such repayment shall include interest measured from the first date the Participant engaged in any of the prohibited activities set forth above at the highest rate allowable under Delaware law.

(b) By participating in the Plan, each Participant acknowledges that the Participant’s engaging in activities and behavior in violation of Section 8(a) above will result in a loss to the Company which cannot reasonably or adequately be compensated in damages in an action at law, that a breach of Section 8(a) will result in irreparable and continuing harm to the Company and that therefore, in addition to and cumulative with any other remedy which the Company may have at law or in equity, the Company shall be entitled to injunctive relief for a breach of Section 8(a) by the Participant. By participating in the Plan each Participant acknowledges and agrees that the requirement in Section 8(a) above that Participant disgorge and pay over to the Company any payments received from the Participant’s Annual Accounts by such Participant is not a provision for liquidated damages. The Participant agrees to pay any and all costs and expenses, including reasonable attorneys’ fees, incurred by the Company in enforcing any breach of any covenant in the Plan.

(c) To the extent permitted by Section 409A, by participating in the Plan, each Participant consents to deductions from any amounts the Company owes the Participant from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay, as well as any other amounts owed to the Participant by the Company) to the extent of the amounts the Participant owes the Company under Section 8(a) above. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of setoff the full amount owed, calculated as set forth above, the Participant agrees to pay immediately the unpaid balance to the Company.

Section 9. Adjustment of Shares . The number of shares of Common Stock allocated to each Participant’s Annual Accounts shall be appropriately adjusted, in the sole discretion of the Administrator, to reflect any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, and the reinvestment of cash dividends.

Section 10. Amendment or Termination of the Plan.

(a) Plan Amendment . The Company reserves the right to amend the Plan at any time and for any reason, including such amendments as are necessary to comply with the requirements of Section 409A, by action of the Administrator. The Company also reserves the right to suspend the Plan at any time, for any given calendar year or otherwise; provided, however, that in the event of a suspension of the Plan, the Participants’ Annual Accounts shall remain payable in accordance with the Participant’s payment elections and the terms of the Plan.

(b) Plan Termination . The Company has no obligation to maintain the Plan for any length of time and may terminate the Plan at any time in a manner that complies with the requirements of Section 409A. The Plan may be terminated, resulting in an acceleration of the time and form of payment under the Plan only as permitted by Treasury Regulation Section 1.409A-3(j)(4)(ix), which generally permits:

(i) Change in Control Event . In the event of a Change in Control of the Company, the Plan may be terminated and liquidated pursuant to irrevocable action taken during the period commencing 30 days before and ending 12 months after the Change in Control, but only if: (A) all arrangements sponsored by the Company that would be aggregated with the Plan pursuant to Treasury Regulation Section 1.409A-1(c) are terminated and liquidated with respect to every participant who experienced such Change in Control; and (B) all amounts payable under such single plan for such participants are paid within 12 months after the irrevocable action is taken.

(ii) Liquidation and Dissolution of the Company . In the event of a complete liquidation and dissolution of the Company, the Company shall terminate the Plan within 12 months of the liquidation and dissolution of the Company and the value of Participant’s Annual Accounts under the Plan shall be determined as of that date and shall be distributed to the Participants or their beneficiaries; provided, however, that the benefits payable under the Plan are included in the gross income of the Participants or their beneficiaries in the latest of: (A) the calendar year in which the Plan termination occurs; (B) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (C) the first calendar year in which the payment is administratively practicable.

(iii) Discretionary Termination . The Company may, at its sole and absolute discretion, determine to terminate the Plan, provided that: (A) the termination does not occur proximate to a downturn in the financial health of the Company, (B) all arrangements sponsored by the Company that would be aggregated with the Plan pursuant to Treasury Regulation Section 1.409A-1(c) if the same Participant participated in all of the arrangements are terminated; (C) no payments other than the payments that would be payable under the terms of the arrangements if the termination had not occurred are made within 12 months of the termination of the arrangements; (D) all payments are made within 24 months of the termination of the arrangements; and (E) the Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulation Section 1.409A-1(c) if the same Participant participated in both arrangements, at any time within three years following the date of termination of the arrangements.

(i) Section 409A Failure . An acceleration of the time of payment under the Plan to a Participant shall be permitted at any time the Plan fails to meet the requirements of Section 409A; provided, however, that the payment made based upon the acceleration for the failure to meet the requirements of Section 409A may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Section 409A.

(ii) Event of Taxation . If, for any reason, all or any portion of a Participant’s Annual Accounts under the Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Administrator before a Change in Control, or the trustee after a Change in Control, for a distribution of the state, local or foreign taxes owed on that portion of his or her benefit that has become taxable. Upon the grant of such a petition, which grant shall not be unreasonably withheld, the Company shall, to the extent permissible under Section 409A, distribute to the Participant immediately available funds in an amount equal to the state, local and foreign taxes owed on the portion of the Participant’s Annual Accounts that have become taxable. If the petition is granted, the tax liability distribution shall be made within 90 days of the date that the Participant’s Annual Accounts under the Plan became taxable. Such a distribution shall affect and reduce the benefits to be paid to the Participant under the Plan.

This Section shall be construed and administered in a manner consistent with Section 409A and Treasury Regulation Section 1.409A-3(j)(4) or the corresponding provision in future guidance issued by the Internal Revenue Service or the Treasury.

Section 11. Compliance with Section 409A . It is intended that any amounts payable under the Plan will comply with Section 409A so as not to subject any Participant to the payment of any interest and tax penalty which may be imposed under Section 409A, and the Plan shall be interpreted accordingly; provided, however, that the Company shall not be responsible for any such interest and tax penalties. To the extent permissible under Section 409A, the timing of the payments or benefits hereunder may be modified to so comply with Section 409A.

Notwithstanding any Plan provision to the contrary, to the extent any Participant is entitled to receive a payment under the Plan upon such Participant’s Separation from Service, such payment shall be made on the date that is six months after the date of such Separation from Service.

Section 12. Consent to Transfer Personal Data . By participating in the Plan, a Participant voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section. Participants are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect the Participant’s ability to participate in the Plan. The Company holds certain personal information about the Participant, that may include his or her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, any shares of stock held in the Company, or details of all awards under the Plan, for the purpose of managing and administering the Plan (“ Data ”). The Company will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Participant’s participation in the Plan, and the Company may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. Each Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any shares of stock acquired pursuant to the Plan. A Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, withdrawing consent may affect the Participant’s ability to participate in the Plan.

Section 13. Administration . This Plan shall be administered by the Administrator. The Administrator shall, subject to the terms of the Plan, interpret the Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of the Plan and may impose, incidental to the grant of an award, conditions with respect to any award. All such interpretations, rules, regulations and conditions shall be final, binding and conclusive. Subject to applicable law, the Administrator may delegate some or all of its power and authority hereunder as the Administrator deems appropriate. In the event that a Participant in the Plan is or becomes subject to Section 16 of the Securities Exchange Act of 1934, as amended, then all decisions relating to selection for participation in the Plan or decisions concerning the timing or amount of an award to such an officer or other person shall be made by the Compensation Committee of the Board of Directors of the Company. The Administrator and any other executive officer to whom the Administrator delegates any of its power and authority hereunder, shall not be liable for any act, omission, interpretation, construction or determination made in connection with the Plan in good faith, and the Administrator and any other executive officer to whom the Administrator delegates any of its power and authority hereunder shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law, except as otherwise may be provided in the Company’s Certificate of Incorporation and/or By-laws, and under any directors’ and officers’ liability insurance that may be in effect from time to time.

Section 14. Non-Transferability of Annual Accounts . No Annual Account shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Except to the extent permitted by the preceding sentence, no Annual Account may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any such Account, such Annual Account and all rights thereunder shall immediately become null and void.

Section 15. Withholding . The Company shall have the right to withhold or require payment by each Participant of any foreign, federal, state, local or other taxes or social security liabilities which may be required to be withheld or paid in connection with the vesting or distribution of such Participant’s Annual Accounts.

Section 16. Restrictions on Shares . Each award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares pursuant to an award granted under the Plan, no shares shall be so delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered pursuant to the Plan bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Section 17. No Right of Participation or Employment . No person shall have any right to participate in the Plan. Neither the Plan nor any award made hereunder shall confer upon any person any right to continued employment by the Company or affect in any manner the right of the Company to terminate the employment of any person at any time without liability hereunder.

Section 18. No Rights as Stockholder . No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to the Plan unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security.

Section 19. Designation of Beneficiary . If permitted by the Company, a Participant may file with the Company a written designation of one or more persons as such Participant’s beneficiary or beneficiaries (both primary and contingent) in the event of the Participant’s death. Each beneficiary designation shall become effective only when filed in writing with the Company during the Participant’s lifetime on a form prescribed by the Company or its designated agent or third-party administrator. The spouse of a married Participant domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing of a new beneficiary designation shall cancel all previously filed beneficiary designations.

Section 20. Governing Law . This Plan and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

Section 21. Claims Procedure . The claims procedure of the Arthur J. Gallagher & Co. Employees’ 401(k) Savings and Thrift Plan shall apply to the Plan.

Section 22. Electronic Documents Permitted . Subject to applicable law, distribution election forms and other forms or documents may be in electronic format or made available through means of online enrollment or other electronic transmission.

Section 23. Status of Plan . The Plan is intended to be: (i) a plan that is not qualified within the meaning of Section 401(a) of the Code and (ii) a plan that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent. All Annual Accounts and all credits and other adjustments to such Annual Accounts shall be bookkeeping entries only and shall be utilized solely as a device for the measurement and determination of amounts to be paid under the Plan.

Section 24. Foreign Employees . Without amending the Plan, the Administrator may grant awards to eligible persons outside the United States on such terms and conditions different from those specified in the Plan as may in their judgment be necessary or desirable to foster and promote achievement of the purposes of the Plan and, in furtherance of such purposes the Administrator may make such modifications, amendments, procedures, sub-plans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company operates or has employees; provided, however, that such terms will comply with the requirements of Section 409A if the Participant is subject to U.S. federal income taxation.

Exhibit 4.13

ARTHUR J. GALLAGHER & CO.

DEFERRED CASH PARTICIPATION PLAN

AWARD AGREEMENT


Participant

Award Date

Annual Discretionary Allocation

Important : You must sign and return this Award Agreement to the Company at the address below no later than . Failure to do so may result in forfeiture of your Award .

Arthur J. Gallagher & Co.

Attention:

Two Pierce Place

Itasca, Illinois 60143

Or send a PDF of the signed agreement to: @ajg.com.

This Deferred Cash Participation Plan Award Agreement (this “ Agreement ”), effective as of the Award Date shown above, between Arthur J. Gallagher & Co., a Delaware corporation (the “ Company ”), and the Participant named above, sets forth the terms and conditions of an Annual Discretionary Allocation (the “ Award ”) under the Arthur J. Gallagher & Co. Deferred Cash Participation Plan (the “ Plan ”). The Award is subject to all of the terms and conditions set forth in the Plan and this Agreement. In the event of any conflict, the Plan will control over this Agreement. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein. The Participant hereby expressly acknowledges receipt of a copy of the Plan.

1. Annual Discretionary Allocation. The Company hereby grants to the Participant the Annual Discretionary Allocation in the amount specified above.

2. Vesting. The Award shall become vested as set forth in Section 4(c) of the Plan. In the event the Participant’s employment with the Company terminates for any reason prior to the Vesting Date, then the Award shall automatically terminate and be forfeited, cancelled and of no further force and effect.

3. Payment. Not later than the April 30th immediately following the Award Date, or such earlier date specified by the Administrator, the Participant shall make a distribution election by executing an Annual Distribution Form which shall specify the Distribution Date and the Payment Form for the Award. If the Participant fails to make such elections within such period, he or she shall be deemed to have elected to receive a lump-sum payment in the year that includes the date that is five years from the Award Date. A Participant may change his or her Distribution Election only in accordance with the provisions set forth in Section 5(b) of the Plan .

(a) Distribution Date . Pursuant to Section 5(a)(i) of the Plan, the Participant’s Distribution Election shall specify one of the following as the Participant’s Distribution Date: (i) the later to occur of the 6-month anniversary of the date on which the Participant undergoes a Separation from Service with the Company, or the year that includes the date that is five years from the Award Date; or (ii) a specified year that includes the date that is at least five years from the Award Date. Section 5(c) of the Plan specifies the timing of the distribution payments. Payments may be accelerated only upon the occurrence of an event described in Section 6, 10(b), or 10(c) of the Plan.

(b) Payment Form . Pursuant to Section 5(a)(ii) of the Plan, the Participant’s Distribution Election shall specify that the Award will be paid in the form of: (i) a lump-sum payment; (ii) ten substantially equal annual installment payments commencing on the Distribution Date, and due on the next nine anniversaries of the Distribution Date; or (iii) five substantially equal annual installment payments commencing on the Distribution Date, and due on the next four anniversaries of the Distribution Date.

(c) Investment and Medium of Payment. The Participant may make an election to receive his or her Award in the form of shares of common stock of the Company (“ Common Stock ”) or cash. The Participant acknowledges that the default election is to receive the Award in the form of Common Stock, and that by signing this Agreement (or failing to make an election by the date this Award Agreement is due to be signed and returned – see above) he or she makes the default election irrevocably with respect to the Award and all prior Awards under the Plan, if any. The Participant further acknowledges that he or she must call for an alternate form, prior to signing this Agreement, if he or she wishes to make an election other than the default election, and that any such alternate election must be made by the date this Award Agreement is due to be signed and returned.

4. Earnings. Distributions will reflect the hypothetical investment performance of amounts credited to the Participant’s Annual Account as described in Section 4(d) of the Plan.

5. Miscellaneous.

(a) Administration . Any action taken or decision made by the Company or the Administrator or its delegates arising out of or in connection with the construction, administration, interpretation, or effect of the Plan or this Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive, and binding upon the Participant and all persons claiming under or through the Participant. By accepting the Award or other benefit under the Plan, the Participant and each person claiming under or through the Participant shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken or decision made under the Plan by the Company or the Administrator or its delegates.

(b) Tax Withholding and Furnishing of Information . There shall be withheld from any payment under this Agreement such amount, if any, as the Company determines is required by law, including, but not limited to, U.S. federal, state, local or foreign income, employment, or other taxes or social security liabilities incurred by reason of making of the Award or of such payment. It shall be a condition to the obligation of the Company to make payments under this Agreement that the Participant promptly provide the Company with all forms, documents or other information reasonably required by the Company in connection with the Award.

(c) Clawback, Forfeiture, or Recoupment . Any payment made to the Participant under the Award will be subject to the restrictive covenants in Section 8 of the Plan, the Company’s compensation recovery policy, the forfeiture provisions of Section 7(b) of the Plan, as well as any other or additional “clawback,” forfeiture, or recoupment policy now existing or adopted by the Company after the date of this Agreement.

(d) Beneficiary Designation . The Participant may, by completing and returning the appropriate form provided to the Participant by the Company, name a beneficiary or beneficiaries to receive any payment to which he or she may become entitled under this Agreement in the event of his or her death under the circumstances described in, and in accordance with, Section 19 of the Plan. The Participant may change his or her beneficiary or beneficiaries from time to time by submitting a new form in accordance with the procedures established by the Company. If the Participant does not designate a beneficiary, or if no designated beneficiary is living on the date any amount becomes payable under this Agreement, such payment will be made to the legal representatives of the Participant’s estate, which will be deemed to be the Participant’s designated beneficiary under this Agreement.

(e) Section 409A . This Agreement and the payment of the Award hereunder are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated and other official guidance issued thereunder, and this Agreement shall be administered and interpreted consistent with such intent.

(f) Governing Law . This Agreement, the Award, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

(signature page immediately follows)

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


ARTHUR J. GALLAGHER & CO.

By:

PARTICIPANT

Exhibit 5.1

August 6, 2014

Arthur J. Gallagher & Co.

The Gallagher Centre

Two Pierce Place

Itasca, Illinois 60143-3141

Ladies and Gentlemen:

In my capacity as Senior Counsel – Corporate & Securities, of Arthur J. Gallagher & Co., a Delaware corporation (the “ Company ”), I am furnishing this opinion in connection with the Company’s filing of a Registration Statement on Form S-8 (the “ Registration Statement ”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “ Securities Act ”), with respect to the registration of 9,150,000 shares of the Company’s common stock (the “ Shares ”), par value $1.00 per share (the “ Common Stock ”), reserved for issuance pursuant to the terms of the Arthur J. Gallagher & Co. 2014 Long-Term Incentive Plan (the “ Plan ”).

I have examined such documents, records and instruments as I have deemed necessary or advisable as a basis for expressing the opinion set forth below. In arriving at this opinion, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as copies. As to certain facts material to this opinion letter, I have relied without independent verification upon oral and written statements and representations of officers and other representatives of the Company.

Based upon the foregoing, and subject to the qualifications and limitations stated herein, I am of the opinion that the Shares have been duly authorized by the Company and, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing), and I express no opinion as to the laws, statutes, rules or regulations of any other jurisdiction.

I hereby consent to the inclusion of this opinion letter as an exhibit to the Registration Statement. In giving these consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act. This opinion is expressly limited to the matters set forth above and I render no opinion, whether by implication or otherwise, as to any other matters relating to the Company.

Very truly yours,

/s/ Seth Diehl

Seth Diehl

Senior Counsel – Corporate & Securities

Arthur J. Gallagher & Co.

Exhibit 15.1

Board of Directors and Stockholders

Arthur J. Gallagher & Co.

We are aware of the incorporation by reference in the Registration Statement (Form S-8 No. 333-000000) of Arthur J. Gallagher & Co. for the registration of shares of its common stock pertaining to the Arthur J. Gallagher & Co. 2014 Long-Term Incentive Plan, Deferred Equity Participation Plan, Deferred Cash Participation Plan, and Supplemental Savings and Thrift Plan of our reports, dated April 24, 2014 and July 31, 2014, relating to the unaudited consolidated interim financial statements of Arthur J. Gallagher & Co. that are included in its Form 10-Q for the quarter ended March 31, 2014 and June 30, 2014, respectively.

/s/ Ernst & Young LLP

Ernst & Young LLP

Chicago, Illinois

August 6, 2014

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-000000) pertaining to the Arthur J. Gallagher & Co. 2014 Long-Term Incentive Plan, Deferred Equity Participation Plan, Deferred Cash Participation Plan, and Supplemental Savings and Thrift Plan of our reports, dated February 7, 2014, with respect to the consolidated financial statements and schedule of Arthur J. Gallagher & Co., and the effectiveness of internal control over financial reporting of Arthur J. Gallagher & Co., included in its Annual Report (Form 10-K) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Ernst & Young LLP

Chicago, Illinois

August 6, 2014