354190--2/6/2009--GALLAGHER_ARTHUR_J_&

related topics

{regulation, government, change}

{financial, litigation, operation}

{tax, income, asset}

{operation, international, foreign}

{acquisition, growth, future}

{condition, economic, financial}

{personnel, key, retain}

{regulation, change, law}

Volatility or declines in premiums or other adverse trends in the insurance industry may seriously undermine Gallagher s profitability. Gallagher faces significant competitive pressures in each of its businesses. Gallagher s businesses, and therefore its results of operations and financial condition, may be adversely affected by the current disruption in the global credit markets and instability of financial systems. The agreements and instruments governing Gallagher s debt contain restrictions and limitations that could significantly impact Gallagher s ability to operate its business. Gallagher could incur substantial losses if one of the commercial banks and financial institutions Gallagher uses in its operations would happen to fail. Gallagher has historically engaged in a large number of acquisitions of insurance brokers and agencies. Gallagher may not be able to continue to implement such an acquisition strategy in the future and there are risks associated with such acquisitions. Gallagher faces a variety of risks in its Risk Management operations that are distinct from those it faces in its Brokerage operations. Gallagher has significant non-U.S. operations which expose it to certain additional risks, including the risk of exchange rate fluctuations and geopolitical risk. Changes in Gallagher s accounting estimates and assumptions could negatively affect its financial position and operating results. Gallagher is subject to insurance industry regulation worldwide. If Gallagher fails to comply with regulatory requirements or if regulations change in a way that adversely affects Gallagher s operations, Gallagher may not be able to conduct its business or may be less profitable. Government sponsored insurance programs may seriously undermine Gallagher s profitability. Gallagher is subject to a number of contingencies and legal proceedings which, if determined unfavorably to Gallagher, would adversely affect its financial results. Gallagher is subject to a number of investigations and legal proceedings concerning contingent broker compensation practices. Further proceedings could adversely affect Gallagher s financial strength and results of operations. Gallagher s results may be adversely affected relative to its competitors that can accept contingent commissions. Gallagher s future success depends, in part, on its ability to attract and retain experienced and qualified personnel. Gallagher has historically benefited from Section 29 tax credits and that law expired on December 31, 2007. The disallowance of IRC Section 29 tax credits would likely cause a material loss. Gallagher is exposed to various risks relating to losses on investments held by its Financial Services business.

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354190--2/6/2009--GALLAGHER_ARTHUR_J_&_CO