EXHIBIT 24.0 POWER OF ATTORNEY Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"), has prepared and proposes to file with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder, a Registration Statement on Form S-8 (the "Registration Statement"), relating to the offer and sale of up to 769,000 shares of Common Stock, $1.00 par value, of the Company pursuant to options granted under the Company's 1988 Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option Plan subject to adjustment as therein provided; and Whereas, the Company may from time to time file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder Appendices, Amendments and Post-Effective Amendments to the Registration Statement; Now, Therefore, the undersigned hereby: (1) designates, constitutes and appoints Carl E. Fasig, Counsel and Secretary of the Company, his attorney, with full power to act for and on behalf of the undersigned in connection with, and to sign the name of the undersigned in his capacity as a Director of the Company to the Registration Statement and to any and all Appendices, Amendments and Post- Effective Amendments to the Registration Statement which the Company may hereafter file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder; and (2) ratifies, confirms and approves any and all acts and things which Carl E. Fasig may lawfully take or do, or cause to be taken or done, by virtue of the powers granted to him hereunder. In Witness Whereof, the undersigned has hereunto set his hand this 12th day of June, 1996. ------------------------------------- Robert E. Gallagher POWER OF ATTORNEY Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"), has prepared and proposes to file with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder, a Registration Statement on Form S-8 (the "Registration Statement"), relating to the offer and sale of up to 769,000 shares of Common Stock, $1.00 par value, of the Company pursuant to options granted under the Company's 1988 Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option Plan subject to adjustment as therein provided; and Whereas, the Company may from time to time file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder Appendices, Amendments and Post-Effective Amendments to the Registration Statement; Now, Therefore, the undersigned hereby: (1) designates, constitutes and appoints Carl E. Fasig, Counsel and Secretary of the Company, his attorney, with full power to act for and on behalf of the undersigned in connection with, and to sign the name of the undersigned in his capacity as a Director of the Company to the Registration Statement and to any and all Appendices, Amendments and Post- Effective Amendments to the Registration Statement which the Company may hereafter file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder; and (2) ratifies, confirms and approves any and all acts and things which Carl E. Fasig may lawfully take or do, or cause to be taken or done, by virtue of the powers granted to him hereunder. In Witness Whereof, the undersigned has hereunto set his hand this 12th day of June, 1996. ------------------------------------- T. Kimball Brooker POWER OF ATTORNEY Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"), has prepared and proposes to file with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder, a Registration Statement on Form S-8 (the "Registration Statement"), relating to the offer and sale of up to 769,000 shares of Common Stock, $1.00 par value, of the Company pursuant to options granted under the Company's 1988 Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option Plan subject to adjustment as therein provided; and Whereas, the Company may from time to time file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder Appendices, Amendments and Post-Effective Amendments to the Registration Statement; Now, Therefore, the undersigned hereby: (1) designates, constitutes and appoints Carl E. Fasig, Counsel and Secretary of the Company, his attorney, with full power to act for and on behalf of the undersigned in connection with, and to sign the name of the undersigned in his capacity as a Director of the Company to the Registration Statement and to any and all Appendices, Amendments and Post- Effective Amendments to the Registration Statement which the Company may hereafter file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder; and (2) ratifies, confirms and approves any and all acts and things which Carl E. Fasig may lawfully take or do, or cause to be taken or done, by virtue of the powers granted to him hereunder. In Witness Whereof, the undersigned has hereunto set his hand this 12th day of June, 1996. ------------------------------------- John G. Campbell POWER OF ATTORNEY Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"), has prepared and proposes to file with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder, a Registration Statement on Form S-8 (the "Registration Statement"), relating to the offer and sale of up to 769,000 shares of Common Stock, $1.00 par value, of the Company pursuant to options granted under the Company's 1988 Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option Plan subject to adjustment as therein provided; and Whereas, the Company may from time to time file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder Appendices, Amendments and Post-Effective Amendments to the Registration Statement; Now, Therefore, the undersigned hereby: (1) designates, constitutes and appoints Carl E. Fasig, Counsel and Secretary of the Company, his attorney, with full power to act for and on behalf of the undersigned in connection with, and to sign the name of the undersigned in his capacity as a Director of the Company to the Registration Statement and to any and all Appendices, Amendments and Post- Effective Amendments to the Registration Statement which the Company may hereafter file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder; and (2) ratifies, confirms and approves any and all acts and things which Carl E. Fasig may lawfully take or do, or cause to be taken or done, by virtue of the powers granted to him hereunder. In Witness Whereof, the undersigned has hereunto set his hand this 12th day of June, 1996. ------------------------------------- Jack M. Greenberg POWER OF ATTORNEY Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"), has prepared and proposes to file with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder, a Registration Statement on Form S-8 (the "Registration Statement"), relating to the offer and sale of up to 769,000 shares of Common Stock, $1.00 par value, of the Company pursuant to options granted under the Company's 1988 Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option Plan subject to adjustment as therein provided; and Whereas, the Company may from time to time file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder Appendices, Amendments and Post-Effective Amendments to the Registration Statement; Now, Therefore, the undersigned hereby: (1) designates, constitutes and appoints Carl E. Fasig, Counsel and Secretary of the Company, his attorney, with full power to act for and on behalf of the undersigned in connection with, and to sign the name of the undersigned in his capacity as a Director of the Company to the Registration Statement and to any and all Appendices, Amendments and Post- Effective Amendments to the Registration Statement which the Company may hereafter file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder; and (2) ratifies, confirms and approves any and all acts and things which Carl E. Fasig may lawfully take or do, or cause to be taken or done, by virtue of the powers granted to him hereunder. In Witness Whereof, the undersigned has hereunto set his hand this 12th day of June, 1996. ------------------------------------- Frank M. Heffernan, Jr. POWER OF ATTORNEY Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"), has prepared and proposes to file with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder, a Registration Statement on Form S-8 (the "Registration Statement"), relating to the offer and sale of up to 769,000 shares of Common Stock, $1.00 par value, of the Company pursuant to options granted under the Company's 1988 Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option Plan subject to adjustment as therein provided; and Whereas, the Company may from time to time file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder Appendices, Amendments and Post-Effective Amendments to the Registration Statement; Now, Therefore, the undersigned hereby: (1) designates, constitutes and appoints Carl E. Fasig, Counsel and Secretary of the Company, his attorney, with full power to act for and on behalf of the undersigned in connection with, and to sign the name of the undersigned in his capacity as a Director of the Company to the Registration Statement and to any and all Appendices, Amendments and Post- Effective Amendments to the Registration Statement which the Company may hereafter file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder; and (2) ratifies, confirms and approves any and all acts and things which Carl E. Fasig may lawfully take or do, or cause to be taken or done, by virtue of the powers granted to him hereunder. In Witness Whereof, the undersigned has hereunto set his hand this 12th day of June, 1996. ------------------------------------- Phillip A. Marineau POWER OF ATTORNEY Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"), has prepared and proposes to file with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder, a Registration Statement on Form S-8 (the "Registration Statement"), relating to the offer and sale of up to 769,000 shares of Common Stock, $1.00 par value, of the Company pursuant to options granted under the Company's 1988 Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option Plan subject to adjustment as therein provided; and Whereas, the Company may from time to time file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder Appendices, Amendments and Post-Effective Amendments to the Registration Statement; Now, Therefore, the undersigned hereby: (1) designates, constitutes and appoints Carl E. Fasig, Counsel and Secretary of the Company, his attorney, with full power to act for and on behalf of the undersigned in connection with, and to sign the name of the undersigned in his capacity as a Director of the Company to the Registration Statement and to any and all Appendices, Amendments and Post- Effective Amendments to the Registration Statement which the Company may hereafter file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder; and (2) ratifies, confirms and approves any and all acts and things which Carl E. Fasig may lawfully take or do, or cause to be taken or done, by virtue of the powers granted to him hereunder. In Witness Whereof, the undersigned has hereunto set his hand this 12th day of June, 1996. ------------------------------------- Walter F. Mc Clure POWER OF ATTORNEY Whereas, Arthur J. Gallagher & Co., a Delaware corporation (the "Company"), has prepared and proposes to file with the Securities and Exchange Commission (the "Commission") under the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder, a Registration Statement on Form S-8 (the "Registration Statement"), relating to the offer and sale of up to 769,000 shares of Common Stock, $1.00 par value, of the Company pursuant to options granted under the Company's 1988 Nonqualified Stock Option Plan and 1989 Non-Employee Directors' Stock Option Plan subject to adjustment as therein provided; and Whereas, the Company may from time to time file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder Appendices, Amendments and Post-Effective Amendments to the Registration Statement; Now, Therefore, the undersigned hereby: (1) designates, constitutes and appoints Carl E. Fasig, Counsel and Secretary of the Company, his attorney, with full power to act for and on behalf of the undersigned in connection with, and to sign the name of the undersigned in his capacity as a Director of the Company to the Registration Statement and to any and all Appendices, Amendments and Post- Effective Amendments to the Registration Statement which the Company may hereafter file with the Commission under the provisions of the Act and the rules and regulations promulgated thereunder; and (2) ratifies, confirms and approves any and all acts and things which Carl E. Fasig may lawfully take or do, or cause to be taken or done, by virtue of the powers granted to him hereunder. In Witness Whereof, the undersigned has hereunto set his hand this 12th day of June, 1996. ------------------------------------- James R. Wimmer