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                                                                   EXHIBIT 10.29

                 GALLAGHER HEALTHCARE INSURANCE SERVICES, INC.
                      2001 NONQUALIFIED STOCK OPTION PLAN


1.   Purpose

     The purpose of this 2001 Nonqualified Stock Option Plan (the "Plan") is to
     promote the interests of Gallagher Healthcare Insurance Services, Inc., a
     Texas corporation (the "Company"), and its shareholders by providing key
     employees on whom rests the major responsibility for the present and future
     success of the Company and its subsidiaries with an opportunity to acquire
     a proprietary interest in the Company and thereby develop a stronger
     incentive to put forth maximum effort for the continued success and growth
     of the Company and its subsidiaries.  In addition, the opportunity to so
     acquire a proprietary interest in the Company will aid in attracting and
     retaining key personnel of outstanding ability.

2.   Administration

     A.   All administrative duties hereunder shall rest with the Option
          Committee of the Board of Directors of Arthur J. Gallagher & Co.
          ("Gallagher")(hereinafter the "Committee").  The Committee shall have
          the duty and authority, subject to the provisions of the Plan, to:

          (i)   determine which individuals shall receive options and how many
                options each individual shall receive;

          (ii)  grant the options;

          (iii) determine the terms and conditions of the options including
                exercise dates, limitations on exercise and time periods for
                exercise ("Vesting Schedules"), and the price and payment terms;

          (iv)  determine the limitation, if any, on the number of shares
                acquired under an option which may be sold by the employee in
                any year;

          (v)   prescribe the form or forms of the instruments evidencing any
                options granted under the Plan ("Option Agreements") and of any
                other instruments required under the Plan, and to change such
                forms from time to time; and

          (vi)  adopt such rules and regulations for the administration of the
                Plan as it deems appropriate.

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     B.   The Committee is further authorized, at the discretion of the
          Committee, to amend, at any time, all Option Agreements entered into
          pursuant to the Plan and in effect as of June 11, 2001:

          (i)   to provide that the Option Agreements, and all rights
                thereunder, shall continue and be unaffected by any termination
                of the employment relationship of the type described in
                Paragraph 2(C) below; and/or

          (ii)  to accelerate or shorten Vesting Schedules in the event of any
                termination of the employment relationship of the type described
                in Paragraph 2(C) below.

     C.   The types of termination of the employment relationship between an
          optionee and the Company to which the Committee's amendatory power
          shall apply are as follows:

          (i)   termination due to the death of the optionee; and

          (ii)  termination of the employment relationship at a time when the
                optionee's medical condition, upon such termination, would
                qualify the optionee to receive long term disability benefits
                under the Company's employee benefits plan; and

          (iii) termination of the employment relationship at a time when the
                optionee, upon such termination, would be immediately eligible
                to commence to receive retirement benefits under the Company's
                pension plan.

     D.   The Committee is further authorized, at its discretion, to amend at
          any time all previous grants of options pursuant to the Plan and in
          effect as of June 11, 2001, to provide that in the event of a change
          in control of the Company, as defined in Paragraph 18 below, all such
          options shall become immediately vested and exercisable.

     E.   In exercising the authority set forth in Section 2A, the Committee may
          take into account the nature of the services rendered by the
          respective individuals, their present and potential contributions to
          the Company's success, and such other factors as the Committee, in its
          discretion, shall deem relevant."

3.   Shares Subject to the Plan

     The shares that may be made subject to options under the Plan shall be
     shares of Common Stock of Gallagher, one dollar ($1.00) par value ("Common
     Stock"), and the total shares subject to option and issued pursuant to this
     Plan shall not exceed,

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     in the aggregate, 482,568 shares of the Common Stock of Gallagher. If any
     such option lapses or terminates for any reason without having been
     exercised in full, the shares covered by the unexercised portion of such
     option may again be made subject to options granted under the Plan. Shares
     issued upon exercise of options granted under the Plan may be shares held
     by Gallagher either as treasury shares or as authorized but previously
     unissued shares. Upon authorization from the Board of Directors of
     Gallagher, Gallagher may from time to time acquire shares of Common Stock
     on the open market upon such terms as the Board shall deem appropriate for
     reserve in its treasury for reissuance in connection with exercises
     hereunder.

4.   Eligibility

     Employees eligible to participate in the Plan shall be those salaried
     officers and other salaried key employees of the Company and its
     subsidiaries who, in the opinion of the Committee, are in a position to
     affect materially the profitability and growth of the Company and its
     subsidiaries.  Directors who are salaried key employees within the meaning
     of the foregoing are eligible to participate in the Plan, provided however
     that members of the Committee shall not be eligible to receive options.

5.   Granting of Options

     Subject to the terms and conditions of the Plan, the Committee may from
     time to time prior to the termination of the Plan grant to eligible
     employees options to purchase the number of shares of Common Stock
     authorized by the Committee, subject to such terms and conditions as the
     Committee may determine.  More than one option may be granted to the same
     employee.  The day on which the Committee approves the granting of an
     option shall be considered as the date on which such option is granted.

6.   Option Price

     The purchase price per share of Common Stock subject to an option shall be
     fixed by the Committee.

7.   Term of Options

     The term of each option shall be not more than 10 years commencing with the
     date of the grant.  Each option shall also terminate as provided in Section
     12.

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8.   Method of Exercising Options

     Any option granted hereunder may be exercised by the optionee by delivering
     to the Company at its main office (attention of the Secretary) written
     notice of the number of shares with respect to which the option rights are
     being exercised and by paying in cash the purchase price of the shares
     purchased in full, in exchange for the issuance and delivery of
     certificates therefor. The Committee in its discretion may permit an
     employee to use shares of stock of Gallagher as payment for additional
     stock purchased pursuant to an option. The value of the shares to be used
     as payment shall be determined by the Committee. The Company may delay the
     processing of any exercise hereunder so long as may be necessary, in the
     opinion of counsel to the Company, to comply with securities laws and
     regulations relating to disclosure of material non-public information
     concerning the Company.

9.   Amount Exercisable

     Each option may be exercised, so long as it is valid and outstanding, from
     time to time in part or as a whole, subject to any limitations with respect
     to the number of shares for which the option may be exercised at a
     particular time and to such other conditions as the Committee in its
     discretion may specify upon granting the option.

10.  Capital Adjustments Affecting Common Stock

     In the event of a capital adjustment resulting from a stock dividend, stock
     split, reorganization, merger, consolidation, or a combination or exchange
     of shares, the number of shares of Common Stock subject to the Plan and the
     number of shares under the option shall be adjusted in a manner consistent
     with such capital adjustment. The price of any shares under option shall be
     adjusted so that there will be no change in the aggregate purchase price
     payable upon exercise of any such option.

11.  Transferability of Options

     Options shall not be transferable by the optionee otherwise than by will or
     under the laws of descent and distribution, and shall be exercisable,
     during his lifetime, only by him.

12.  Termination of Employment or Death of Optionee

     Any termination of the employment relationship between Gallagher, the
     Company or a subsidiary and the optionee due to death, disability or
     retirement, as those events are provided for in Section 2(C)(i), (ii) and
     (iii), shall not act to terminate an

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     option grant. A termination of the employment relationship for any reason
     other than those so provided in Section 2(C)(i), (ii) and (iii) shall act
     to terminate an option grant as of the effective date of such termination
     of the employment relationship, as reflected in the records of the Company.
     The Committee shall have the authority to determine whether an authorized
     leave of absence or absence due to military or government service shall
     constitute a termination of the employment relationship for purposes
     hereof.

13.  Requirements of Law

     In the event the shares issuable on exercise of an option are not
     registered under the Securities Act of 1933, the Company shall imprint the
     following legend or any other legend which counsel for the Company
     considers necessary or advisable to comply with the Securities Act of 1933:

          "The shares of stock represented by this certificate have not been
          registered under the Securities Act of 1933 or under the securities
          laws of any State and may not be sold or transferred except upon such
          registration or upon receipt by the Corporation of an opinion of
          counsel in form and substance satisfactory to the Corporation that
          registration is not required for such sale or transfer."

     The Company may, but shall in no event be obligated to, register any
     securities covered hereby pursuant to the Securities Act of 1933 (as now in
     effect or as hereafter amended); and in the event any shares are so
     registered the Company may remove any legend on certificates representing
     such shares.  The Company shall make reasonable efforts to cause the
     exercise of an option or the issuance of shares pursuant thereto to comply
     with any law or regulation of any governmental authority.

14.  No Rights as Stockholder

     No optionee shall have rights as a stockholder with respect to shares
     covered by an option until the date of issuance of a stock certificate for
     such shares; and, except as otherwise provided in Paragraph 10 hereof, no
     adjustment for dividends, or otherwise, shall be made if the record date
     therefor is prior to the date of issuance of such certificate.

15.  Employment Obligation

     The granting of any option shall not impose upon the Company or subsidiary
     any obligation to employ or continue to employ any optionee; and the right
     of the Company or subsidiary to terminate the employment of any officer or
     other employee shall not be diminished or affected by reason of the fact
     that an option has been granted to such officer or employee.


16.  Form of Agreement

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     Each option granted hereunder shall be embodied in a writing, the form and
     content of which shall be as the Committee in its discretion shall deem
     advisable.

17.  Amendment, Termination and Effective Date

     This Plan shall be effective as of June 11, 2001, and shall terminate on
     June 11, 2011. The Board shall have the right to amend, suspend or
     terminate the Plan, provided that no termination or amendment of the Plan
     may, without the consent of the individual to whom any option shall have
     been theretofor granted, adversely affect the rights of such individual
     under such option.

18.  Change in Control

     In the event of a change in control of the Company, as defined below, each
     option outstanding shall immediately become exercisable in full. For all
     purposes of the Plan, a "change in control of the Company" occurs if: (a)
     any person or group, as defined in Sections 13(d) and 14(d)(2) of the
     Exchange Act, as amended, is or becomes the beneficial owner, directly or
     indirectly of securities of the Company representing 50 percent or more of
     the combined voting power of the Company's outstanding securities then
     entitled to vote for the election of directors; or (b) during any period of
     two consecutive years, individuals who at the beginning of such period
     constitute the Board of Directors and any new directors whose election by
     the Board or nomination for election by the Company's Stockholders was
     approved by at least two-thirds of the directors then still in office who
     either were directors at the beginning of the period or whose election was
     previously so approved cease for any reason to constitute at least a
     majority thereof; or the Stockholders of the Company shall approve the sale
     of all or substantially all of the assets of the Company or any merger,
     consolidation, issuance of securities or purchase of assets, the result of
     which would be the occurrence of any event described in clause (a) or (b)
     above."

IN WITNESS WHEREOF, the Company has caused its President and Secretary to
execute this Plan this 11th day of June 2001.

                              Gallagher Healthcare Insurance Services, Inc.

                              By:  /s/ J. PATRICK GALLAGHER, JR.
                                   -----------------------------
                                   J. Patrick Gallagher, Jr., Chairman
Attest:

/s/ MICHAEL J. CLOHERTY
-----------------------
Michael J. Cloherty, Secretary

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