4 1 august02lockhart.txt AUGUST 2002 FORM 4 1. Name and Address of Reporting Person Lockhart, Robert B. 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 8/2002 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 17131 D Common Stock 06/05/2002 L V 27.59 A $39.9300 I Employee Stock Purchase Plan Common Stock 07/05/2002 L 26.19 A $42.0600 I Employee Stock Purchase Plan Common Stock 08/05/2002 L 28.28 A $38.9600 2882.25 I Employee Stock Purchase Plan Common Stock 06/07/2002 L V 14.7 A $41.0900 I Retirement Savings Plan Common Stock 06/28/2002 L V 13.42 A $44.1900 I Retirement Savings Plan Common Stock 07/15/2002 L 31 A $43.1500 8251.52 I Retirement Savings Plan Common Stock 06/28/2002 L V 18.15 A $45.2500 9143.03 I Deferred Plan, Held in Trust Common Stock 3800 I Qualified 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 03/01/2007 Common 5100 D (Right to buy) Stock Stock Options $0 02/12/2008 Common 3200 D (Right to buy) Stock Stock Options $0 02/11/2009 Common 3500 D (Right to buy) Stock Stock Options $10.469 06/07/2006 Common 10000 D (Right to buy) Stock Stock Options $14.219 03/01/2007 Common 13000 D (Right to buy) Stock Stock Options $18.755 02/12/2008 Common 13000 D (Right to buy) Stock Stock Options $37.45 02/11/2009 Common 14500 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. Executive Deferred Stock purchased pursuant to Hilb, Rogal and Hamilton Company Executive Voluntary Deferral Plan and held in trust. Dividends reinvested by trustee. Common stock held in plan will be distributed at times selected by Executive at time of deferral, either in a lump sum or a series of distributions over a number of years.
SIGNATURE OF REPORTING PERSON /s/ Robert B. Lockhart DATE 09/04/2002