EXHIBIT 10.20

                            SECURED PROMISSORY NOTE


$1,155,000.00                                                      June 19, 1996


     FOR VALUE RECEIVED, the undersigned James J. Braniff III (the "Borrower")
hereby promises to pay to the order of Arthur J. Gallagher & Co., a Delaware
corporation ("Payee"), the principal sum of One Million One Hundred Fifty-Five
Thousand Dollars ($1,155,000), together with interest on the unpaid balance of
such principal amount from the date hereof at the rate of three percent (3%)
compounded annually. The principal balance of and all accrued but unpaid
interest on this Promissory Note shall be payable in full by Borrower to Payee
on demand.

     Payments of principal and interest on this Promissory Note shall be made in
legal tender of the United States of America and shall be made at the corporate
offices of Payee at Two Pierce Place, Itasca, IL 60143-3141, Attention: Michael
J. Cloherty, Chief Financial Officer, or at such other place as Payee shall have
designated in writing to Borrower. If the date set for any payment of principal
or interest on this Promissory Note is a Saturday, Sunday or legal holiday, then
such payment shall be due on the next succeeding business day.

     As of the date hereof, Borrower has acquired 153,127 shares of the common
stock (the "Common Stock"), par value $1.00 (the "Shares"), of Payee pursuant to
the terms of that certain Restated Agreement and Plan of Merger and
Reorganization dated as of September 27, 1988 by and among Payee, Borrower and
certain individuals and corporations. This Promissory Note shall be secured by
the Shares as provided in that certain Stock Pledge Agreement of even date
herewith by and between Payee and Borrower (the "Pledge Agreement").

     The principal of and accrued interest on this Promissory Note may be
prepaid at any time, in whole or in part, without premium or penalty. Any such
prepayment shall be first applied to the payment of any accrued interest and
then to the unpaid balance of the principal amount.

     At any time, Payee may, by written notice to Borrower, declare the entire
unpaid principal amount of this Promissory Note and all accrued and unpaid
interest thereon to be immediately due and payable and, thereupon, the unpaid
principal amount and all such accrued and unpaid interest shall become and be
forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower.

     The provisions of this Promissory Note shall be governed by and construed
in accordance with the Laws of the State of Illinois without regard to the
conflicts of law rules thereof. In the event that Payee is required to take any
action to collect or otherwise enforce payment of this Promissory Note, Borrower
agrees to pay such attorneys' fees and court costs as Payee may incur as a
result thereof, whether or not suit is commenced.





IN WITNESS WHEREOF, this Promissory Note has been duly executed and delivered by
Borrower on the date first above written.


                                       BORROWER


                                          /s/ James J. Braniff III
                                       -----------------------------------



                                          /s/ Marsha G. Braniff
                                       -----------------------------------
                                       Spouse