4 1 mar31-03vaughan.txt FORM 4 MARCH 31, 2003 1. Name and Address of Reporting Person Vaughan, III, Martin L. Hilb, Rogal and Hamilton Company 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/Day/Year 03/31/2003 5. If Amendment, Date of Original (Month/Day/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) (X) Director ( ) 10% Owner (X) Officer (give title below) ( ) Other (specify below) President and Chief Operating 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- |2A.Execu- |3. Trans-|4. Securities Acquired (A)|5. Amount of |6. Owner- |7. Nature | | | action | action | action| or Disposed of (D) |Securities | ship | of In- | | | Date | Date | Code | |Beneficially | Form: | direct | | | | | | |Owned | Direct | Bene- | | | (Month/ | (Month/ | | |Following | (D) or | ficial | | | Day/ | Day/ +-----+---+-----------+---+----------+Reported | Indirect| Owner- | | | Year) | Year) |Code |V |Amount |A/D|Price |Transaction(s)| (I) | ship | +------------------------------+----------+----------+-----+---+-----------+---+----------+--------------+-----------+------------+ Common Stock 276439 D Common Stock 03/31/2003 J 29.87 A $31.2400 10398.83 I Deferred Plan, Held in Trust
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+----------+--------+-------+-------+---------+-----------+---------------------+----------------+----------+-------+-------+------+ |1. |2. |3. |3A. |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- |Trans- |Execu- | |Number of | |Securities | |ities |Secur- |of | | |sion or |action |tion | |Derivative |Date Exercisable +-------+--------+ |Benefi-|ity: |In- | | |Exercise|Date |Date | |Securities |and Expiration Date | |Amount | |cially |Direct |direct| | |Price of| | |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- | |Title of |Deriv- |(Month/|(Month/|tion Code|Disposed(D)+----------+----------+ |Number |Price of | |In- |ficial| |Derivative|ative | Day/ | Day/ +------+--+-----+-----+Date Exer-|Expira- | |of |Derivative| |direct |Owner-| |Security |Security|Year) |Year) |Code |V |(A) |(D) |cisable |tion Date |Title |Shares |Security | |(I) |ship | +----------+--------+-------+-------+------+--+-----+-----+----------+----------+-------+--------+----------+-------+-------+------+ Stock $0 03/01/2007 Common 9100 D Options Stock (Right to buy) Stock $0 02/12/2008 Common 4500 D Options Stock (Right to buy) Stock $0 02/11/2009 Common 6000 D Options Stock (Right to buy) Stock $0 02/11/2010 Common 6000 D Options Stock (Right to buy) Stock $14.219 03/01/2007 Common 24000 D Options Stock (Right to buy) Stock $18.755 02/12/2008 Common 24000 D Options Stock (Right to buy) Stock $37.25 02/11/2010 Common 24000 D Options Stock (Right to buy) Stock $37.45 02/11/2009 Common 24000 D Options Stock (Right to buy) Explanation of Responses: 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. Taxes on vesting of Restricted Stock paid by redemption of vested shares.
SIGNATURE OF REPORTING PERSON /s/ Walter L. Smith DATE 04/02/2003