On December 27, 2012, Arthur J. Gallagher & Co. ("Gallagher") registered for resale 39,552 shares of Gallagher common stock pursuant to a prospectus supplement under its automatic shelf registration statement on Form S-3 (Registration Statement No. 333-166533), filed with the Securities and Exchange Commission (the Registration Statement). The opinion and consent of Seth Diehl, Esq., Senior Counsel, Corporate & Securities, as to the validity of these shares of common stock, filed as Exhibits 5 and 23 to this Current Report on Form 8-K, respectively, are incorporated by reference into the Registration Statement.

(d) Exhibits.

Exhibit
  No.                                      Description

5             Opinion of Seth Diehl, Esq., Senior Counsel, Corporate & Securities

23            Consent of Seth Diehl, Esq., Senior Counsel, Corporate & Securities
              (included in Exhibit 5 hereto)