4 1 may02widhelm.txt MAY 2002 FORM 4 1. Name and Address of Reporting Person Widhelm, William C. 4951 Lake Brook Drive Suite 500 Glen Allen, VA 23060 USA 2. Issuer Name and Ticker or Trading Symbol Hilb, Rogal and Hamilton Company (HRH) 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Statement for Month/Year 5/2002 5. If Amendment, Date of Original (Month/Day/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) ( ) Director ( ) 10% Owner (X) Officer (give title below) ( ) Other (specify below) Vice President 7. Individual or Joint/Group Filing (Check Applicable Line) (X) Form filed by One Reporting Person ( ) Form filed by More than One Reporting Person TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
+---------------------------------+----------+-------------+-----------------------------+----------------+-----------+------------+ |1. Title of Security |2. Trans- |3. Trans- |4. Securities Acquired (A) |5. Amount of |6. Owner- |7. Nature | | | action | action | or Disposed of (D) | Securities | ship | of In- | | | Date | Code | | Beneficially | Form: | direct | | | | | | Owned at | Direct | Bene- | | | (Month/ | | | End of | (D) or | ficial | | | Day/ +-------+-----+-----------+------+----------+ Month | Indirect| Owner- | | | Year) |Code |V |Amount |A/D |Price | | (I) | ship | +---------------------------------+----------+-------+-----+-----------+------+----------+----------------+-----------+------------+ Common Stock 700 D Common Stock 04/05/2002 L V 0.65 A $33.4500 I Employee Stock Purchase Plan Common Stock 05/06/2002 L V 0.57 A $38.8600 126.13 I Employee Stock Purchase Plan Common Stock 04/16/2002 L V 15.37 A $33.6800 I Retirement Savings Plan Common Stock 04/30/2002 L V 12.46 A $38.8300 I Retirement Savings Plan Common Stock 05/15/2002 L V 11.92 A $38.4000 I Retirement Savings Plan Common Stock 05/31/2002 L V 12.36 A $37.9500 184.46 I Retirement Savings Plan
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+-------------+--------+----------+---------+-----------+---------------------+----------------+----------+--------+-------+-------+ |1. |2. |3. |4. |5. |6. |7. |8. |9. |10. |11. | | | | | | | | | |Number |Owner- | | | | | | | | | | |of |ship | | | | | | | | | | |Deriv- |Form of| | | | | | | | |Title and Amount| |ative |Deriv- | | | | | | | | |of Underlying | |Secur- |ative |Nature | | |Conver- | | |Number of | |Securities | |ities |Secur- |of | | |sion or | | |Derivative |Date Exercisable +-------+--------+ |Benefi- |ity: |In- | | |Exercise| | |Securities |and Expiration Date | |Amount | |cially |Direct |direct | | |Price of|Transac- |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- | |Title of |Deriv- |tion Date |tion Code|Disposed(D)+----------+----------+ |Number |Price of |at End |In- |ficial | |Derivative |ative |(Month/ +------+--+-----+-----+Date Exer-|Expira- | |of |Derivative|of |direct |Owner- | |Security |Security|Day/Year) |Code |V |(A) |(D) |cisable |tion Date |Title |Shares |Security |Month |(I) |ship | +-------------+--------+----------+------+--+-----+-----+----------+----------+-------+--------+----------+--------+-------+-------+ Stock Options $0 02/11/2009 Common 500 D (Right to buy) Stock Stock Options $8.844 05/05/2005 Common 800 D (Right to buy) Stock Stock Options $18.755 02/12/2008 Common 3000 D (Right to buy) Stock Stock Options $37.45 02/11/2009 Common 3000 D (Right to buy) Stock Explanation of Responses: Employee Stock Purchase Plan - monthly purchases through payroll deduction with a dividend reinvestment feature. Retirement Savings Plan - shares are held in the HRH Retirement Savings Plan and can be acquired through payroll deduction, employer match, and discretionary movement of funds. Dividends are reinvested. Administrative charges in the form of shares are deducted by plan trustee.
SIGNATURE OF REPORTING PERSON /s/ William C. Widhelm DATE 06/03/2002