4 1 mar31-03janes.txt FORM 4 MARCH 31, 2003 1. Name and Address of Reporting Person Janes, Michael A. 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) ( ) 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- |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 21953.65 D Common Stock 1291.6 I Employee Stock Purchase Plan Common Stock 8050.63 I Retirement Savings Plan Common Stock 03/31/2003 J 8.7 A $31.2400 3031.79 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 4300 D Options Stock (Right to buy) Stock $0 02/12/2008 Common 2400 D Options Stock (Right to buy) Stock $0 02/11/2009 Common 3000 D Options Stock (Right to buy) Stock $0 02/11/2010 Common 3500 D Options Stock (Right to buy) Stock $6.625 12/21/2003 Common 7000 D Options Stock (Right to buy) Stock $7.625 05/03/2003 Common 8000 D Options Stock (Right to buy) Stock $8 06/19/2004 Common 50000 D Options Stock (Right to buy) Stock $8.844 05/05/2005 Common 20000 D Options Stock (Right to buy) Stock $14.219 03/01/2007 Common 13000 D Options Stock (Right to buy) Stock $18.755 02/12/2008 Common 13000 D Options Stock (Right to buy) Stock $37.25 02/11/2010 Common 14500 D Options Stock (Right to buy) Stock $37.45 02/11/2009 Common 13000 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