Exhibit 10.27.1

                            AMENDMENT NO. ONE TO THE
              ARTHUR J. GALLAGHER & CO. RESTATED 1988 NONQUALIFIED
                                STOCK OPTION PLAN


         THIS AMENDMENT NO. ONE to the ARTHUR J. GALLAGHER & CO. 1988
NONQUALIFIED STOCK OPTION PLAN (as restated January 22, 1998), dated January 20,
2000, is made by Arthur J. Gallagher & Co., a Delaware corporation (the
"Company").

         WHEREAS, the Arthur J. Gallagher & Co. 1988 Nonqualified Stock Option
Plan (the "Plan") was adopted by the Company's Board of Directors and approved
by the Company's Stockholders in 1988; 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 500,000 from 6,350,000 to 6,850,000 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 Paragraph 3 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 of the Company, one dollar ($1.00) par value
         ("Common Stock"), and the total shares subject to option and issued
         pursuant to this Plan shall not exceed, in the aggregate, 6,850,000
         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. One to the Restated Plan as of the 20th day of
January, 2000.

                                        ARTHUR J. GALLAGHER & CO.


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


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