Exhibit 10.28.2

                           AMENDMENT NO. THREE TO THE
              ARTHUR J. GALLAGHER & CO. RESTATED 1989 NON-EMPLOYEE
                          DIRECTORS' STOCK OPTION PLAN

     THIS AMENDMENT NO. THREE to the ARTHUR J. GALLAGHER & CO. 1989 NON-EMPLOYEE
DIRECTORS' STOCK OPTION PLAN (as restated January 22, 1998), dated January 18,
2001, is made by Arthur J. Gallagher & Co., a Delaware corporation (the
"Company").

     WHEREAS, the Arthur J. Gallagher & Co. 1989 Non-Employee Directors' Stock
Option Plan (the "Plan") was adopted by the Company's Board of Directors and
approved by the Company's Stockholders in 1989; and

     WHEREAS, the Company's Board of Directors has determined that the Plan
should be amended to increase the number of shares of the Company's Common Stock
subject to the Plan by 85,000 from 940,000 to 1,025,000 shares.

     NOW, THEREFORE, in consideration of the foregoing and in order to reflect
the approval of the Board of Directors of the Company:

     1.  The first sentence of Section 4 of the Plan is hereby amended in its
entirety to read as follows:

     "The shares that may be made subject to Options under the Plan shall be
     shares of common stock, one dollar ($1.00) par value ("Common Stock"), of
     the Company, and the total number of shares subject to the Options and
     issued pursuant to this Plan shall not exceed, in the aggregate, 1,025,000
     shares of the Common Stock of the Company."

     2.  Except as expressly amended and supplemented by this Amendment, the
Plan is hereby ratified and confirmed in all respects.

     IN WITNESS WHEREOF, the Company has caused its President and Secretary to
execute this Amendment No. Three to the Plan as of the 18th day of January,
2001.

                                       ARTHUR J. GALLAGHER & CO.


                                       By: /s/ J. Patrick Gallagher, Jr.
                                           --------------------------------
                                           J. Patrick Gallagher, Jr.
                                           President

ATTEST:

/s/ Michael J. Cloherty
- -----------------------------
Michael J. Cloherty
Secretary