Exhibit 10.8.9 ARTHUR J. GALLAGHER & CO. AND AJG FINANCIAL SERVICES, INC. NINTH AMENDMENT TO CREDIT AGREEMENT Harris Trust and Savings Bank Citibank, N.A. Chicago, Illinois New York, New York Bank of America, N.A. LaSalle Bank National Association...Credit Agreement • March 25th, 2003 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
Exhibit 10.22 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into this September 3, 2002 between Arthur J. Gallagher & Co., a Delaware corporation (the "Company"), and Michael J. Cloherty (the "Executive"). WHEREAS, the...Employment Agreement • November 14th, 2002 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
Arthur J. Gallagher & Co. (a Delaware corporation) $500,000,000 5.450% Senior Notes due 2034 $500,000,000 5.750% Senior Notes due 2054 UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2024 • Arthur J. Gallagher & Co. • Insurance agents, brokers & service • New York
Dated as of July 21, 2003 AmongCredit Agreement • July 24th, 2003 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
Exhibit 10.8.8 Arthur J. Gallagher & Co. and AJG Financial Services, Inc. Eighth Amendment to Credit Agreement Harris Trust and Savings Bank Citibank, N.A. Chicago, Illinois New York, New York Bank of America, N.A. LaSalle Bank National Association...Credit Agreement • November 14th, 2002 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
19,000,000 Shares ARTHUR J. GALLAGHER & CO. COMMON STOCK (PAR VALUE $1.00 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • April 16th, 2014 • Gallagher Arthur J & Co • Insurance agents, brokers & service • New York
Copies of the final prospectus and prospectus supplement relating to the shares of common stock offered in this offering may be obtained by contacting Morgan Stanley & Co. LLC, c/o Prospectus Department, 180 Varick Street 2/F, New York, NY 10014 or by email at prospectus@morganstanley.com.
ARTHUR J. GALLAGHER & CO., Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee Indenture Dated as of Debt SecuritiesArthur J. Gallagher & Co. • March 9th, 2021 • Insurance agents, brokers & service • New York
INDENTURE, dated as of [ ], among ARTHUR J. GALLAGHER & CO., a Delaware corporation, as issuer (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
CREDIT AGREEMENT Dated as of June 22, 2023 among ARTHUR J. GALLAGHER & CO., and CERTAIN SUBSIDIARIES as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and The Other Lenders and L/C Issuers Party Hereto with BofA...Credit Agreement • June 23rd, 2023 • Arthur J. Gallagher & Co. • Insurance agents, brokers & service • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 22, 2023, among Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.18 (each, a “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and the other L/C Issuers from time to time party hereto.
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 7, 2023, among Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), each Lender (as defined below) party hereto as a Consenting Lender (as defined below)...Credit Agreement • February 9th, 2024 • Arthur J. Gallagher & Co. • Insurance agents, brokers & service • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 22, 2023, among Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.18 (each, a “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and the other L/C Issuers from time to time party hereto.
DATED AS OFCredit Agreement • November 14th, 2000 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
Exhibit 10.8.1 Arthur J. Gallagher & Co. and AJG Financial Services, Inc. First Amendment to Credit Agreement Harris Trust and Savings Bank Citibank, N.A. Chicago, Illinois New York, New York Bank of America, N.A. LaSalle Bank National Association...Credit Agreement • November 14th, 2000 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
AGREEMENT ---------Employment Agreement • March 27th, 2001 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
ARTHUR J. GALLAGHER & CO. COMMON STOCK (PAR VALUE $1.00 PER SHARE) EQUITY DISTRIBUTION AGREEMENT November 15, 2022Equity Distribution Agreement • November 16th, 2022 • Arthur J. Gallagher & Co. • Insurance agents, brokers & service • New York
This Confirmation sets forth the terms of the agreement of Morgan Stanley & Co. LLC (the “Manager”) with Arthur J. Gallagher & Co. (the “Company”) relating to the issuance and sale of up to [3,000,000] shares of the Company’s common stock, par value $1.00 per share, pursuant to the Equity Distribution Agreement between the Company and the Manager, dated November 15, 2022 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 1st, 2009 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Delaware
WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company; and
EXHIBIT 10.14 "CHANGE IN CONTROL" AGREEMENT THIS AGREEMENT is made between Arthur J. Gallagher & Co., a Delaware corporation (the "Company"), and ________________________ (the "Executive"), dated this 7th day of October, 1998. WITNESSETH THAT:...Change in Control • March 26th, 1999 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT DATED AS OF APRIL 8, 2016 AMONG ARTHUR J. GALLAGHER & CO., AS A BORROWER, AND THE OTHER BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, AND BANK OF MONTREAL, as Administrative Agent, BMO CAPITAL...Multicurrency Credit Agreement • April 11th, 2016 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
THIS AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT is entered into as of April 8, 2016, by and among Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), the Subsidiaries from time to time party to this Agreement as joint and several obligors (such Subsidiaries together with the Company individually, a “Borrower” and collectively, the “Borrowers”), the several financial institutions from time to time party to this Agreement, as Lenders, and Bank of Montreal, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 6.1 hereof.
Exhibit 10.8.2 ARTHUR J. GALLAGHER & CO. AND AJG FINANCIAL SERVICES, INC. SECOND AMENDMENT TO CREDIT AGREEMENT Harris Trust and Savings Bank Citibank, N.A. Chicago, Illinois New York, New York Bank of America, N.A. LaSalle Bank National Association...Credit Agreement • August 13th, 2001 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
EXHIBIT 10.8.3 ARTHUR J. GALLAGHER & CO. AND AJG FINANCIAL SERVICES, INC. THIRD AMENDMENT TO CREDIT AGREEMENT Harris Trust and Savings Bank Citibank, N.A. Chicago, Illinois New York, New York Bank of America, N.A. LaSalle Bank National Association...Credit Agreement • November 13th, 2001 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
SECURITY AND ASSET PURCHASE AGREEMENT by and between Willis Towers Watson Public Limited Company and Arthur J. Gallagher & Co. Dated as of August 12, 2021Security and Asset Purchase Agreement • August 16th, 2021 • Arthur J. Gallagher & Co. • Insurance agents, brokers & service • Delaware
This SECURITY AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 12, 2021, is made and entered into by and between Willis Towers Watson Public Limited Company, an Irish public limited company (“Sapphire”) and Arthur J. Gallagher & Co., a Delaware corporation (“Buyer”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”
ARTHUR J. GALLAGHER & CO. ARTHUR J. GALLAGHER & CO. (ILLINOIS) ARTHUR J. GALLAGHER BROKERAGE & RISK MANAGEMENT SERVICES, LLC RISK PLACEMENT SERVICES, INC. GALLAGHER BASSETT SERVICES, INC. GALLAGHER BENEFIT SERVICES, INC. ARTHUR J. GALLAGHER RISK...Note Purchase Agreement • June 17th, 2013 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), Arthur J. Gallagher & Co. (Illinois), an Illinois corporation (“AJG Illinois”), Arthur J. Gallagher Brokerage & Risk Management Services, LLC, a Delaware limited liability company (“AJG Brokerage”), Risk Placement Services, Inc., an Illinois corporation (“RPS”), Gallagher Bassett Services, Inc., a Delaware corporation (“Gallagher Bassett”), Gallagher Benefit Services, Inc., a Delaware corporation (“Gallagher Benefit”), Arthur J. Gallagher Risk Management Services, Inc., an Illinois corporation (“Gallagher Risk”), and Arthur J. Gallagher Service Company, LLC, a Delaware limited liability company (“Gallagher Service”; the Company, AJG Illinois, AJG Brokerage, RPS, Gallagher Bassett, Gallagher Benefit, Gallagher Risk and Gallagher Service are each, together with any Subsidiary which is required to become an Obligor in compliance with the requirements of Section 9.7, hereinafter individually referred to as an “Obligor” and
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...Executive Bonus Agreement • March 27th, 2001 • Gallagher Arthur J & Co • Insurance agents, brokers & service
ARTHUR J. GALLAGHER & CO. (2007 GRANT)1988 Nonqualified Stock Option Agreement • July 26th, 2007 • Gallagher Arthur J & Co • Insurance agents, brokers & service
THIS AGREEMENT (“Agreement”), dated May 15, 2007 (the “Effective Date”), between ARTHUR J. GALLAGHER & CO., a Delaware corporation (the “Corporation”), and , an employee of the Company (the “Employee”). For purposes of this Agreement, the term “Company” shall mean the Corporation and any corporation 50% or more of the stock of which is beneficially owned directly by the Corporation or indirectly through another corporation or corporations in which the Corporation is the beneficial owner of 50% or more of the stock.
Form of Arthur J. Gallagher & Co. Performance SHARE Unit GRANT AgreementPerformance Share Unit Grant Agreement • February 9th, 2024 • Arthur J. Gallagher & Co. • Insurance agents, brokers & service • Delaware
Earned Performance Share Units The number of Earned Performance Share Units subject to this Performance Share Unit Award shall be based on achievement of the Performance Measures during the Performance Period pursuant to Section 4 of this Agreement.
OPERATING AGREEMENT OF CHEM-MOD INTERNATIONAL LLCOperating Agreement • February 8th, 2006 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Delaware
This Operating Agreement (this “Agreement”) of CHEM-MOD INTERNATIONAL LLC, an Delaware limited liability company (the “Company”), is made and entered into as of July 8, 2005, by and between NOX II International, Ltd., an Ohio limited liability company (“NOX”) and AJG Coal, Inc., a Delaware corporation (“AJG”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 14th, 2012 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
THIS AGREEMENT is made between Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), and (the “Executive”), dated as of this day of , 20 .
CLOSING LETTER AGREEMENTClosing Letter Agreement • December 6th, 2021 • Arthur J. Gallagher & Co. • Insurance agents, brokers & service
This closing letter agreement (this “Agreement”), effective December 1, 2021, is made by and between Willis Towers Watson Public Limited Company, an Irish public limited company (“Sapphire”) and Arthur J. Gallagher & Co., a Delaware corporation (“Buyer”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”. Reference is made to that certain Security and Asset Purchase Agreement, dated as of August 12, 2021, (the “SAPA”), by and between Sapphire and Buyer. Capitalized terms used herein without definition have the meaning given to them in the SAPA.
ARTHUR J. GALLAGHER & CO. DEFERRED EQUITY PARTICIPATION PLAN FORM OF AWARD AGREEMENTDeferred Equity Participation Plan Award Agreement • May 2nd, 2012 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Delaware
This Deferred Equity 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 allocation of Annual Funding (the “Award”) under the Arthur J. Gallagher & Co. Deferred Equity 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.
NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Award Agreement • May 1st, 2013 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Grant Date set forth in the Notice of Restricted Stock Unit Grant attached hereto (the “Grant Notice”) is made between Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement.
ASSET PURCHASE AGREEMENT FOR THE ACQUISITION OF CERTAIN ASSETS OF Gallagher Re, Inc. by Aon Re, Inc. DATED AS OF FEBRUARY 22, 2008Asset Purchase Agreement • April 29th, 2008 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of the 22th day of February, 2008 (the “Closing Date”), by and between Gallagher Re, Inc., a Delaware corporation (the “Company”) and Aon Re, Inc., an Illinois corporation (the “Buyer”).
SHARE PURCHASE AGREEMENT BY AND AMONG NORAXIS CAPITAL CORPORATION, ROINS FINANCIAL SERVICES LIMITED, 8276323 CANADA INC. AND ARTHUR J. GALLAGHER & CO. DATED AS OF MAY 19, 2014Share Purchase Agreement • May 19th, 2014 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Ontario
SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of May 19, 2014, by and among Noraxis Capital Corporation, a Canadian corporation (the “Company”), Roins Financial Services Limited, a Canadian corporation (the “Seller”), 8276323 Canada Inc., a Canadian corporation (the “Buyer”), and Arthur J. Gallagher & Co., a Delaware corporation (the “Guarantor”).
ARTHUR J. GALLAGHER & CO. DEFERRED CASH PARTICIPATION PLAN AWARD AGREEMENTAward Agreement • August 4th, 2023 • Arthur J. Gallagher & Co. • Insurance agents, brokers & service • Delaware
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.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 28th, 2005 • Gallagher Arthur J & Co • Insurance agents, brokers & service
This Restricted Stock Agreement (the “Agreement”) is made this day of , 20 , by and between Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), and (the “Employee”).
DATED 1 April 2014 SHARE PURCHASE AGREEMENT relating to the sale and purchase of shares in the capital of Oval LimitedShare Purchase Agreement • April 24th, 2014 • Gallagher Arthur J & Co • Insurance agents, brokers & service • England and Wales
Each of the Sellers and the Trustee has agreed to sell their respective Sale Shares and the Buyer has agreed to purchase the Sale Shares on the terms and subject to the conditions set out in this agreement.
DATED 4 September 2013 SHARE PURCHASE AGREEMENT DMWSL 586 LIMITED and FRIARY INTERMEDIATE LIMITED and ARTHUR J. GALLAGHER & CO relating to the sale and purchase of the entire issued share capital of DMWSL 587 Limited LondonShare Purchase Agreement • September 6th, 2013 • Gallagher Arthur J & Co • Insurance agents, brokers & service • England
ARTHUR J. GALLAGHER & CO. ARTHUR J. GALLAGHER & CO. (ILLINOIS) ARTHUR J. GALLAGHER BROKERAGE & RISK MANAGEMENT SERVICES, LLC RISK PLACEMENT SERVICES, INC. GALLAGHER BASSETT SERVICES, INC. GALLAGHER BENEFIT SERVICES, INC. ARTHUR J. GALLAGHER RISK...Guaranty Agreement • December 1st, 2009 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Illinois
Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), Arthur J. Gallagher & Co. (Illinois), an Illinois corporation (“AJG Illinois”), Arthur J. Gallagher Brokerage & Risk Management Services, LLC, a Delaware limited liability company (“AJG Brokerage”), Risk Placement Services, Inc., an Illinois corporation (“RPS”), Gallagher Bassett Services, Inc., a Delaware corporation (“Gallagher Bassett”), Gallagher Benefit Services, Inc., a Delaware corporation (“Gallagher Benefit”), Arthur J. Gallagher Risk Management Services, Inc., an Illinois corporation (“Gallagher Risk”), and Arthur J. Gallagher Service Company, a Delaware corporation (“Gallagher Service”; the Company, AJG Illinois, AJG Brokerage, RPS, Gallagher Bassett, Gallagher Benefit, Gallagher Risk and Gallagher Service are each, together with any Subsidiary which is required to become an Obligor in compliance with the requirements of Section 9.7, hereinafter individually referred to as an “Obligor” and collectively as the
