<PAGE>
EXHIBIT 24.0
POWER OF ATTORNEY
Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-8 (the "Registration Statement"), relating to
the offer and sale of up to 1,070,000 shares of Common Stock, $1.00 par value,
of the Company pursuant to options granted under the Company's 1988
Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option
Plan, subject to adjustment as therein provided; and
Whereas, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
Now, Therefore, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice
President and General Counsel of the Company, his attorney, with full power
to act for and on behalf of the undersigned in connection with, and to sign
the name of the undersigned in his capacity as a Director of the Company to
the Registration Statement and to any and all Appendices, Amendments and
Post-Effective Amendments to the Registration Statement which the Company
may hereafter file with the Commission under the provisions of the Act and
the rules and regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which
John C. Rosengren may lawfully take or do, or cause to be taken or done, by
virtue of the powers granted to him hereunder.
In Witness Whereof, the undersigned has hereunto set his hand this 23RD day
of June, 2000.
/s/ Robert E. Gallagher
_____________________________________
Robert E. Gallagher
<PAGE>
POWER OF ATTORNEY
Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-8 (the "Registration Statement"), relating to
the offer and sale of up to 1,070,000 shares of Common Stock, $1.00 par value,
of the Company pursuant to options granted under the Company's 1988
Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option
Plan, subject to adjustment as therein provided; and
Whereas, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
Now, Therefore, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice
President and General Counsel of the Company, his attorney, with full power
to act for and on behalf of the undersigned in connection with, and to sign
the name of the undersigned in his capacity as a Director of the Company to
the Registration Statement and to any and all Appendices, Amendments and
Post-Effective Amendments to the Registration Statement which the Company
may hereafter file with the Commission under the provisions of the Act and
the rules and regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which
John C. Rosengren may lawfully take or do, or cause to be taken or done, by
virtue of the powers granted to him hereunder.
In Witness Whereof, the undersigned has hereunto set his hand this 23RD day
of June, 2000.
/s/ T. Kimball Brooker
_____________________________________
T. Kimball Brooker
<PAGE>
POWER OF ATTORNEY
Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-8 (the "Registration Statement"), relating to
the offer and sale of up to 1,070,000 shares of Common Stock, $1.00 par value,
of the Company pursuant to options granted under the Company's 1988
Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option
Plan, subject to adjustment as therein provided; and
Whereas, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
Now, Therefore, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice
President and General Counsel of the Company, his attorney, with full power
to act for and on behalf of the undersigned in connection with, and to sign
the name of the undersigned in his capacity as a Director of the Company to
the Registration Statement and to any and all Appendices, Amendments and
Post-Effective Amendments to the Registration Statement which the Company
may hereafter file with the Commission under the provisions of the Act and
the rules and regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which
John C. Rosengren may lawfully take or do, or cause to be taken or done, by
virtue of the powers granted to him hereunder.
In Witness Whereof, the undersigned has hereunto set his hand this 23RD day
of June, 2000.
/s/ Peter J. Durkalski
_____________________________________
Peter J. Durkalski
<PAGE>
POWER OF ATTORNEY
Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-8 (the "Registration Statement"), relating to
the offer and sale of up to 1,070,000 shares of Common Stock, $1.00 par value,
of the Company pursuant to options granted under the Company's 1988
Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option
Plan, subject to adjustment as therein provided; and
Whereas, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
Now, Therefore, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice
President and General Counsel of the Company, his attorney, with full power
to act for and on behalf of the undersigned in connection with, and to sign
the name of the undersigned in his capacity as a Director of the Company to
the Registration Statement and to any and all Appendices, Amendments and
Post-Effective Amendments to the Registration Statement which the Company
may hereafter file with the Commission under the provisions of the Act and
the rules and regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which
John C. Rosengren may lawfully take or do, or cause to be taken or done, by
virtue of the powers granted to him hereunder.
In Witness Whereof, the undersigned has hereunto set his hand this 23RD day
of June, 2000.
/s/ Ilene S. Gordon
_____________________________________
Ilene S. Gordon
<PAGE>
POWER OF ATTORNEY
Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-8 (the "Registration Statement"), relating to
the offer and sale of up to 1,070,000 shares of Common Stock, $1.00 par value,
of the Company pursuant to options granted under the Company's 1988
Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option
Plan, subject to adjustment as therein provided; and
Whereas, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
Now, Therefore, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice
President and General Counsel of the Company, his attorney, with full power
to act for and on behalf of the undersigned in connection with, and to sign
the name of the undersigned in his capacity as a Director of the Company to
the Registration Statement and to any and all Appendices, Amendments and
Post-Effective Amendments to the Registration Statement which the Company
may hereafter file with the Commission under the provisions of the Act and
the rules and regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which
John C. Rosengren may lawfully take or do, or cause to be taken or done, by
virtue of the powers granted to him hereunder.
In Witness Whereof, the undersigned has hereunto set his hand this 23RD day
of June, 2000.
/s/ Frank M. Heffernan, Jr.
_____________________________________
Frank M. Heffernan, Jr.
<PAGE>
POWER OF ATTORNEY
Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-8 (the "Registration Statement"), relating to
the offer and sale of up to 1,070,000 shares of Common Stock, $1.00 par value,
of the Company pursuant to options granted under the Company's 1988
Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option
Plan, subject to adjustment as therein provided; and
Whereas, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
Now, Therefore, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice
President and General Counsel of the Company, his attorney, with full power
to act for and on behalf of the undersigned in connection with, and to sign
the name of the undersigned in his capacity as a Director of the Company to
the Registration Statement and to any and all Appendices, Amendments and
Post-Effective Amendments to the Registration Statement which the Company
may hereafter file with the Commission under the provisions of the Act and
the rules and regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which
John C. Rosengren may lawfully take or do, or cause to be taken or done, by
virtue of the powers granted to him hereunder.
In Witness Whereof, the undersigned has hereunto set his hand this 23RD day
of June, 2000.
/s/ Walter F. McClure
_____________________________________
Walter F. McClure
<PAGE>
POWER OF ATTORNEY
Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-8 (the "Registration Statement"), relating to
the offer and sale of up to 1,070,000 shares of Common Stock, $1.00 par value,
of the Company pursuant to options granted under the Company's 1988
Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option
Plan, subject to adjustment as therein provided; and
Whereas, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
Now, Therefore, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice
President and General Counsel of the Company, his attorney, with full power
to act for and on behalf of the undersigned in connection with, and to sign
the name of the undersigned in his capacity as a Director of the Company to
the Registration Statement and to any and all Appendices, Amendments and
Post-Effective Amendments to the Registration Statement which the Company
may hereafter file with the Commission under the provisions of the Act and
the rules and regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which
John C. Rosengren may lawfully take or do, or cause to be taken or done, by
virtue of the powers granted to him hereunder.
In Witness Whereof, the undersigned has hereunto set his hand this 23RD day
of June, 2000.
/s/ Robert Ripp
_____________________________________
Robert Ripp
<PAGE>
POWER OF ATTORNEY
Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"),
has prepared and proposes to file with the Securities and Exchange Commission
(the "Commission") under the provisions of the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, a
Registration Statement on Form S-8 (the "Registration Statement"), relating to
the offer and sale of up to 1,070,000 shares of Common Stock, $1.00 par value,
of the Company pursuant to options granted under the Company's 1988
Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option
Plan, subject to adjustment as therein provided; and
Whereas, the Company may from time to time file with the Commission under
the provisions of the Act and the rules and regulations promulgated thereunder
Appendices, Amendments and Post-Effective Amendments to the Registration
Statement;
Now, Therefore, the undersigned hereby:
(1) designates, constitutes and appoints John C. Rosengren, Vice
President and General Counsel of the Company, his attorney, with full power
to act for and on behalf of the undersigned in connection with, and to sign
the name of the undersigned in his capacity as a Director of the Company to
the Registration Statement and to any and all Appendices, Amendments and
Post-Effective Amendments to the Registration Statement which the Company
may hereafter file with the Commission under the provisions of the Act and
the rules and regulations promulgated thereunder; and
(2) ratifies, confirms and approves any and all acts and things which
John C. Rosengren may lawfully take or do, or cause to be taken or done, by
virtue of the powers granted to him hereunder.
In Witness Whereof, the undersigned has hereunto set his hand this 23RD day
of June, 2000.
/s/ James R. Wimmer
_____________________________________
James R. Wimmer
