<PAGE>

      As filed with the Securities and Exchange Commission on May 1, 2002

                                                     Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               -----------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                               -----------------

                           ARTHUR J. GALLAGHER & CO.
            (Exact name of registrant as specified in its charter)
                      Delaware                 36-2151613
                   (State or other               (I.R.S.
                   jurisdiction of       Employer Identification
                  incorporation or               Number)
                    organization)

         Two Pierce Place, Itasca, Illinois 60143-3141, (630) 773-3800
  (Address, including zip code and telephone number, including area code, of
                   registrant's principal executive offices)

                           ARTHUR J. GALLAGHER & CO.
                      1988 NONQUALIFIED STOCK OPTION PLAN
                           ARTHUR J. GALLAGHER & CO.
                1989 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (Full title of the plans)

                               -----------------

                            JOHN C. ROSENGREN, ESQ.
                      Vice President and General Counsel
                           Arthur J. Gallagher & Co.
                               Two Pierce Place
                          Itasca, Illinois 60143-3141
                                (630) 773-3800
 (Name, address, including zip code and telephone number, including area code,
                             of agent for service)

                               -----------------


                 Please Send Copies of All Communications to:
                          KURT W. FLORIAN, JR., ESQ.
                         Katten Muchin Zavis Rosenman
                      525 West Monroe Street, Suite 1600
                         Chicago, Illinois 60661-3693
                                (312) 902-5200

                               -----------------

                        CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                     Proposed       Proposed
                                        Amount       Maximum        Maximum
                                        to be     Offering Price   Aggregate       Amount of
Title of Securities to be Registered  Registered    Per Share    Offering Price Registration Fee
------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>            <C>            <C>
      Common Stock, par value
        $1.00 per share............. 3,300,000(a)   $35.00(b)     $115,500,000     $10,626.00
------------------------------------------------------------------------------------------------
----------------------------
------------------------------------------------------------------------------------------------
</TABLE>
(a) Includes such indeterminant number of shares as may be issuable by reason
    of the operation of the anti-dilution provisions of the Plans.
(b) Estimated in accordance with Rule 457(c) solely for the purpose of
    computing the registration fee on the basis of the average of the high and
    low prices quoted for the Registrant's Common Stock, as reported on the
    consolidated transaction reporting system for securities listed on the New
    York Stock Exchange on April 29, 2002.

================================================================================

<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The SEC allows us to "incorporate by reference" the information we file
   with them, which means that we can disclose important information to you by
   referring you to those documents. The information incorporated by reference
   is considered to be part of this registration statement, and the information
   that we file later with the SEC will automatically update and supersede this
   information. We incorporate by reference the documents and information
   listed below:

    (1) Our Annual Report on Form 10-K for the fiscal year ended December 31,
        2001, filed on March 22, 2002.

   (2)  The description of our common stock contained in Form 8-A (registration
       no. 0-13480), which incorporates by reference our registration statement
       on Form S-1 (registration no. 2-89195), and the description of common
       share purchase rights currently attached to the common stock contained
       in Form 8-A (registration no. 0-13480) filed with the SEC on May 12,
       1987 and in Current Report on Form 8-K (registration no. 0-13480) filed
       with the SEC on May 18, 1987.

      In addition, this registration statement incorporates by reference any
   future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
   15(d) of the Securities Exchange Act of 1934 from the date of the initial
   filing of the registration statement until the termination of the offering.
   Information in this registration statement supersedes related information in
   the documents listed above and information in subsequently filed documents
   supersedes related information in both this registration statement and the
   incorporated documents.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      For the purpose of this offering, our General Counsel, John C. Rosengren,
   Esq., is providing an opinion on the validity of the shares. Mr. Rosengren
   holds options to purchase 72,200 shares.

Item 6.  Indemnification of Directors and Officers.

      Article Seventh of our By-laws and Article Thirteenth of our Restated
   Certificate of Incorporation provide for indemnification of each of our
   directors, officers, employees or agents to the fullest extent permitted by
   the Delaware General Corporation Law.

      Article Seventh of our By-laws provides that we shall indemnify any
   person in connection with any action, suit, or proceeding brought or
   threatened by reason of the fact that he or she is or was one of our
   directors, officers, employees or agents, or is or was serving at our
   request as a director, officer, employee or agent of another enterprise,
   against all costs actually and reasonably incurred by him or her in
   connection with such action, suit or proceeding if he or she acted in good
   faith and in a manner he or she reasonably believed to be in or not opposed
   to our best interests, and, with respect to any criminal action or
   proceeding, had no reasonable cause to believe his or her conduct was
   unlawful. Similar indemnity is permitted to be

                                     II-1

<PAGE>

   provided to such persons in connection with an action or suit by us or in
   our right, and provided further that such person shall not have been
   adjudged liable for negligence or misconduct in the performance of his or
   her duty to us, unless, in view of all the circumstances of the case, the
   court in which the action or suit was brought determines that such person
   despite the adjudication of liability is fairly and reasonably entitled to
   indemnity for such expenses.

      Article Thirteenth of our Restated Certificate of Incorporation
   eliminates the liability of our directors for monetary damages for breach of
   fiduciary duty as a director except where a director breaches his or her
   duty of loyalty to us and our stockholders, fails to act in good faith or
   engages in intentional misconduct or a knowing violation of law, authorizes
   the payment of a dividend or stock repurchase which is illegal under Section
   174 of the Delaware General Corporation Laws or obtains an improper personal
   benefit.

      We also maintain and pay premiums on a directors' and officers' liability
   insurance policy and have entered into an indemnity agreement with each of
   our directors and officers. The provisions of the indemnity agreement alter
   or clarify the statutory indemnity in the following respects: (1) indemnity
   will be explicitly provided for settlements in derivative actions; (2)
   prompt payment of litigation expenses will be provided in advance of
   indemnification; (3) prompt indemnification of advances of expenses will be
   provided unless a determination is made that the director or officer has not
   met the required standard; (4) the director or officer will be permitted to
   petition a court to determine whether his actions meet the standards
   required; and (5) partial indemnification will be permitted in the event
   that the director or officer is not entitled to full indemnification. In
   addition, the indemnity agreement specifically includes indemnification with
   respect to actions, suits or proceedings brought under and/or predicated
   upon the Securities Act of 1933 and/or the Securities Exchange Act of 1934.

      The preceding summary is qualified in its entirety by our Restated
   Certificate of Incorporation, By-laws and the indemnity agreement.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      Refer to "Index to Exhibits" on Page II-5 of this registration statement.

Item 9.  Undertakings.

   We hereby undertake as follows:

      (1) To file, during any period in which any offers or sales are being
   made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth
       in the registration statement. Notwithstanding the foregoing, any
       increase or decrease in volume of securities offered (if the total
       dollar value of securities offered would not exceed that which was
       registered) may be reflected in the form of a prospectus filed with the
       SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume
       and price represent no more than a 20% change in the maximum aggregate
       offering price set forth in the "Calculation of Registration Fee" table
       in the effective registration statement.

                                     II-2

<PAGE>

          (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or
       any material change to such information in the registration statement.

      (2) That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be deemed
   to be a new registration statement relating to the securities offered
   therein, and the offering of such securities at that time shall be deemed to
   be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment
   any of the securities being registered which remain unsold at the
   termination of the offering.

      (4) That, for purposes of determining any liability under the Securities
   Act of 1933, each filing of the registrant's annual report pursuant to
   Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report pursuant
   to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in the registration statement shall be deemed to
   be a new registration statement relating to the securities offered therein,
   and the offering of such securities at that time shall be deemed to be the
   initial bona fide offering thereof.

      (5) Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the registrant pursuant to the foregoing provisions,
   or otherwise, the registrant has been advised that in the opinion of the SEC
   such indemnification is against public policy as expressed in the Act and
   is, therefore, unenforceable. In the event that a claim for indemnification
   against such liabilities (other than the payment by the registrant of
   expenses incurred or paid by a director, officer or controlling person of
   the registrant in the successful defense of any action, suit or proceeding)
   is asserted by such director, officer or controlling person in connection
   with the securities being registered, the registrant will, unless in the
   opinion of its counsel the matter has been settled by controlling precedent,
   submit to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.


                                     II-3

<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Arthur J.
Gallagher & Co. certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Itasca and State of Illinois, on the 30th day
of April, 2002.

                                          ARTHUR J. GALLGHER & CO.

                                            /S/  J. PATRICK GALLAGHER, JR.
                                          By_________________________________
                                                 J. Patrick Gallagher, Jr.
                                               President and Chief Executive
                                                          Officer

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below on April 30, 2002 by
the following persons in the capacities indicated.

          Signature                        Title
          ---------                        -----

  /S/  ROBERT E. GALLAGHER*    Chairman and Director
------------------------------
     Robert E. Gallagher

/S/  J. PATRICK GALLAGHER, JR. President and Director (Chief
------------------------------   Executive Officer)
  J. Patrick Gallagher, Jr.

  /S/  MICHAEL J. CLOHERTY     Executive Vice President and
------------------------------   Director (Chief Financial
     Michael J. Cloherty         Officer)

    /S/  RICHARD C. CARY       Controller (Chief Accounting
------------------------------   Officer)
       Richard C. Cary

 /S/  JAMES J. BRANIFF III*    Director
------------------------------
    James J. Braniff III

  /S/  T. KIMBALL BROOKER*     Director
------------------------------
     T. Kimball Brooker

   /S/  GARY P. COUGHLAN*      Director
------------------------------
      Gary P. Coughlan

 /S/  JAMES W. DURKIN, JR.*    Director
------------------------------
    James W. Durkin, Jr.

    /S/  ILENE S. GORDON*      Director
------------------------------
       Ilene S. Gordon

 /S/  DAVID E. MCGURN, JR.*    Director
------------------------------
    David E. McGurn, Jr.

  /S/  RICHARD J. MCKENNA*     Director
------------------------------
     Richard J. McKenna

      /S/  ROBERT RIPP*        Director
------------------------------
         Robert Ripp

    /S/  JAMES R. WIMMER*      Director
------------------------------
       James R. Wimmer

                            /S/  JOHN C. ROSENGREN
*By: ________________________________________________________________________
                                John C. Rosengren
                                 Attorney-in-Fact

                                     II-4

<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number                                           Description
-------                                          -----------
<C>     <S>

  *5.0  Opinion of John C. Rosengren, our Vice President and General Counsel, including consent.

 *23.1  Consent of Ernst & Young LLP, as independent auditors.

  23.2  Consent of John C. Rosengren, our Vice President and General Counsel, included in Exhibit 5.0.

 *24.0  Powers of Attorney.
</TABLE>
--------
  * Filed herewith.

                                     II-5
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17218}]
{"company-data": {"conformed-name": "GALLAGHER ARTHUR J & CO", "cik": "0000354190", "assigned-sic": "6411", "irs-number": "362151613", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87320", "film-number": "02629213"}, "business-address": {"street1": "TWO PIERCE PL", "city": "ITASCA", "state": "IL", "zip": "60143", "phone": "7087733800"}}
As filed with the Securities and Exchange Commission on May 1, 2002

                                                     Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               -----------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                               -----------------

                           ARTHUR J. GALLAGHER & CO.
            (Exact name of registrant as specified in its charter)
                      Delaware                 36-2151613
                   (State or other               (I.R.S.
                   jurisdiction of       Employer Identification
                  incorporation or               Number)
                    organization)

         Two Pierce Place, Itasca, Illinois 60143-3141, (630) 773-3800
  (Address, including zip code and telephone number, including area code, of
                   registrant's principal executive offices)

                           ARTHUR J. GALLAGHER & CO.
                      1988 NONQUALIFIED STOCK OPTION PLAN
                           ARTHUR J. GALLAGHER & CO.
                1989 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (Full title of the plans)

                               -----------------

                            JOHN C. ROSENGREN, ESQ.
                      Vice President and General Counsel
                           Arthur J. Gallagher & Co.
                               Two Pierce Place
                          Itasca, Illinois 60143-3141
                                (630) 773-3800
 (Name, address, including zip code and telephone number, including area code,
                             of agent for service)

                               -----------------

                 Please Send Copies of All Communications to:
                          KURT W. FLORIAN, JR., ESQ.
                         Katten Muchin Zavis Rosenman
                      525 West Monroe Street, Suite 1600
                         Chicago, Illinois 60661-3693
                                (312) 902-5200

                               -----------------

                        CALCULATION OF REGISTRATION FEE
================================================================================
Proposed       Proposed
                                        Amount       Maximum        Maximum
                                        to be     Offering Price   Aggregate       Amount of
Title of Securities to be Registered  Registered    Per Share    Offering Price Registration Fee
------------------------------------------------------------------------------------------------
Common Stock, par value
        $1.00 per share............. 3,300,000(a)   $35.00(b)     $115,500,000     $10,626.00
------------------------------------------------------------------------------------------------
----------------------------
------------------------------------------------------------------------------------------------
(a) Includes such indeterminant number of shares as may be issuable by reason
    of the operation of the anti-dilution provisions of the Plans.
(b) Estimated in accordance with Rule 457(c) solely for the purpose of
    computing the registration fee on the basis of the average of the high and
    low prices quoted for the Registrant's Common Stock, as reported on the
    consolidated transaction reporting system for securities listed on the New
    York Stock Exchange on April 29, 2002.

================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The SEC allows us to "incorporate by reference" the information we file
   with them, which means that we can disclose important information to you by
   referring you to those documents. The information incorporated by reference
   is considered to be part of this registration statement, and the information
   that we file later with the SEC will automatically update and supersede this
   information. We incorporate by reference the documents and information
   listed below:

    (1) Our Annual Report on Form 10-K for the fiscal year ended December 31,
        2001, filed on March 22, 2002.

   (2)  The description of our common stock contained in Form 8-A (registration
       no. 0-13480), which incorporates by reference our registration statement
       on Form S-1 (registration no. 2-89195), and the description of common
       share purchase rights currently attached to the common stock contained
       in Form 8-A (registration no. 0-13480) filed with the SEC on May 12,
       1987 and in Current Report on Form 8-K (registration no. 0-13480) filed
       with the SEC on May 18, 1987.

      In addition, this registration statement incorporates by reference any
   future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
   15(d) of the Securities Exchange Act of 1934 from the date of the initial
   filing of the registration statement until the termination of the offering.
   Information in this registration statement supersedes related information in
   the documents listed above and information in subsequently filed documents
   supersedes related information in both this registration statement and the
   incorporated documents.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      For the purpose of this offering, our General Counsel, John C. Rosengren,
   Esq., is providing an opinion on the validity of the shares. Mr. Rosengren
   holds options to purchase 72,200 shares.

Item 6.  Indemnification of Directors and Officers.

      Article Seventh of our By-laws and Article Thirteenth of our Restated
   Certificate of Incorporation provide for indemnification of each of our
   directors, officers, employees or agents to the fullest extent permitted by
   the Delaware General Corporation Law.

      Article Seventh of our By-laws provides that we shall indemnify any
   person in connection with any action, suit, or proceeding brought or
   threatened by reason of the fact that he or she is or was one of our
   directors, officers, employees or agents, or is or was serving at our
   request as a director, officer, employee or agent of another enterprise,
   against all costs actually and reasonably incurred by him or her in
   connection with such action, suit or proceeding if he or she acted in good
   faith and in a manner he or she reasonably believed to be in or not opposed
   to our best interests, and, with respect to any criminal action or
   proceeding, had no reasonable cause to believe his or her conduct was
   unlawful. Similar indemnity is permitted to be

                                     II-1
provided to such persons in connection with an action or suit by us or in
   our right, and provided further that such person shall not have been
   adjudged liable for negligence or misconduct in the performance of his or
   her duty to us, unless, in view of all the circumstances of the case, the
   court in which the action or suit was brought determines that such person
   despite the adjudication of liability is fairly and reasonably entitled to
   indemnity for such expenses.

      Article Thirteenth of our Restated Certificate of Incorporation
   eliminates the liability of our directors for monetary damages for breach of
   fiduciary duty as a director except where a director breaches his or her
   duty of loyalty to us and our stockholders, fails to act in good faith or
   engages in intentional misconduct or a knowing violation of law, authorizes
   the payment of a dividend or stock repurchase which is illegal under Section
   174 of the Delaware General Corporation Laws or obtains an improper personal
   benefit.

      We also maintain and pay premiums on a directors' and officers' liability
   insurance policy and have entered into an indemnity agreement with each of
   our directors and officers. The provisions of the indemnity agreement alter
   or clarify the statutory indemnity in the following respects: (1) indemnity
   will be explicitly provided for settlements in derivative actions; (2)
   prompt payment of litigation expenses will be provided in advance of
   indemnification; (3) prompt indemnification of advances of expenses will be
   provided unless a determination is made that the director or officer has not
   met the required standard; (4) the director or officer will be permitted to
   petition a court to determine whether his actions meet the standards
   required; and (5) partial indemnification will be permitted in the event
   that the director or officer is not entitled to full indemnification. In
   addition, the indemnity agreement specifically includes indemnification with
   respect to actions, suits or proceedings brought under and/or predicated
   upon the Securities Act of 1933 and/or the Securities Exchange Act of 1934.

      The preceding summary is qualified in its entirety by our Restated
   Certificate of Incorporation, By-laws and the indemnity agreement.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      Refer to "Index to Exhibits" on Page II-5 of this registration statement.

Item 9.  Undertakings.

   We hereby undertake as follows:

      (1) To file, during any period in which any offers or sales are being
   made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth
       in the registration statement. Notwithstanding the foregoing, any
       increase or decrease in volume of securities offered (if the total
       dollar value of securities offered would not exceed that which was
       registered) may be reflected in the form of a prospectus filed with the
       SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume
       and price represent no more than a 20% change in the maximum aggregate
       offering price set forth in the "Calculation of Registration Fee" table
       in the effective registration statement.

                                     II-2
(iii) To include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or
       any material change to such information in the registration statement.

      (2) That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be deemed
   to be a new registration statement relating to the securities offered
   therein, and the offering of such securities at that time shall be deemed to
   be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment
   any of the securities being registered which remain unsold at the
   termination of the offering.

      (4) That, for purposes of determining any liability under the Securities
   Act of 1933, each filing of the registrant's annual report pursuant to
   Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report pursuant
   to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in the registration statement shall be deemed to
   be a new registration statement relating to the securities offered therein,
   and the offering of such securities at that time shall be deemed to be the
   initial bona fide offering thereof.

      (5) Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the registrant pursuant to the foregoing provisions,
   or otherwise, the registrant has been advised that in the opinion of the SEC
   such indemnification is against public policy as expressed in the Act and
   is, therefore, unenforceable. In the event that a claim for indemnification
   against such liabilities (other than the payment by the registrant of
   expenses incurred or paid by a director, officer or controlling person of
   the registrant in the successful defense of any action, suit or proceeding)
   is asserted by such director, officer or controlling person in connection
   with the securities being registered, the registrant will, unless in the
   opinion of its counsel the matter has been settled by controlling precedent,
   submit to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.

                                     II-3
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Arthur J.
Gallagher & Co. certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Itasca and State of Illinois, on the 30th day
of April, 2002.

                                          ARTHUR J. GALLGHER & CO.

                                            /S/  J. PATRICK GALLAGHER, JR.
                                          By_________________________________
                                                 J. Patrick Gallagher, Jr.
                                               President and Chief Executive
                                                          Officer

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below on April 30, 2002 by
the following persons in the capacities indicated.

          Signature                        Title
          ---------                        -----

  /S/  ROBERT E. GALLAGHER*    Chairman and Director
------------------------------
     Robert E. Gallagher

/S/  J. PATRICK GALLAGHER, JR. President and Director (Chief
------------------------------   Executive Officer)
  J. Patrick Gallagher, Jr.

  /S/  MICHAEL J. CLOHERTY     Executive Vice President and
------------------------------   Director (Chief Financial
     Michael J. Cloherty         Officer)

    /S/  RICHARD C. CARY       Controller (Chief Accounting
------------------------------   Officer)
       Richard C. Cary

 /S/  JAMES J. BRANIFF III*    Director
------------------------------
    James J. Braniff III

  /S/  T. KIMBALL BROOKER*     Director
------------------------------
     T. Kimball Brooker

   /S/  GARY P. COUGHLAN*      Director
------------------------------
      Gary P. Coughlan

 /S/  JAMES W. DURKIN, JR.*    Director
------------------------------
    James W. Durkin, Jr.

    /S/  ILENE S. GORDON*      Director
------------------------------
       Ilene S. Gordon

 /S/  DAVID E. MCGURN, JR.*    Director
------------------------------
    David E. McGurn, Jr.

  /S/  RICHARD J. MCKENNA*     Director
------------------------------
     Richard J. McKenna

      /S/  ROBERT RIPP*        Director
------------------------------
         Robert Ripp

    /S/  JAMES R. WIMMER*      Director
------------------------------
       James R. Wimmer

                            /S/  JOHN C. ROSENGREN
*By: ________________________________________________________________________
                                John C. Rosengren
                                 Attorney-in-Fact

                                     II-4
INDEX TO EXHIBITS
Exhibit
Number                                           Description
-------                                          -----------
*5.0  Opinion of John C. Rosengren, our Vice President and General Counsel, including consent.

 *23.1  Consent of Ernst & Young LLP, as independent auditors.

  23.2  Consent of John C. Rosengren, our Vice President and General Counsel, included in Exhibit 5.0.

 *24.0  Powers of Attorney.
--------
  * Filed herewith.

                                     II-5