0001193125-04-065614 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • April 20th, 2004 • Gallagher Arthur J & Co • Insurance agents, brokers & service

This Amendment No. 2 (the “Amendment), dated as of May 1, 2002 is among Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), Harris Trust and Savings Bank, and Illinois banking association organized under the laws of the United States of America, as Rights Agent pursuant to Assignment and Assumption Agreement dated July 31, 1990, (“Harris”) and Computershare Investor Services, LLC, a Delaware limited liability company (“Computershare”), to the Rights Agreement dated as of May 12, 1987, between the Company and Continental Illinois National Bank and Trust of Chicago (“Rights Agreement”).

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AMENDMENT TO RIGHTS AGREEMENT
To Rights Agreement • April 20th, 2004 • Gallagher Arthur J & Co • Insurance agents, brokers & service • Delaware

Amendment, dated as of March 19, 2004 (this “Amendment”), to the Rights Agreement, dated as of May 12, 1987, as amended as of July 31, 1990, July 19, 1996 and May 1, 2002 (the “Rights Agreement”), between Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), and Computershare Investor Services, LLC, a Delaware limited liability company (the “Rights Agent”). Capitalized terms used in this Amendment shall have the meanings ascribed to them in the Rights Agreement.

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