Exhibit 10.28.3

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

     THIS AMENDMENT NO. FOUR to the ARTHUR J. GALLAGHER & CO. 1989 NON-EMPLOYEE
DIRECTORS' STOCK OPTION PLAN (as restated January 22, 1998), dated January 17,
2002, 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 300,000 from 1,025,000 to 1,325,000 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, 1,325,000 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 17th day of January,
2002.

                                        ARTHUR J. GALLAGHER & CO.


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

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