SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH WALTER L

(Last)

(First)

(Middle)

HILB ROGAL & HOBBS COMPANY

4951 LAKE BROOK DRIVE, SUITE 500

(Street)

GLEN ALLEN

23060

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HILB ROGAL & HOBBS CO [ HRH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President, General

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. 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 (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								37,552	D
Common Stock								2,325.53	I	Employee Stock Purchase Plan
Common Stock								22,912	I	Retirement Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$0							03/01/2002	03/01/2007	Common Stock	1,725		1,725	D
Stock Options (Right to buy)	$0							02/12/2003	02/12/2008	Common Stock	1,000		1,000	D
Stock Options (Right to buy)	$0							02/11/2004	02/11/2009	Common Stock	1,875		1,875	D
Stock Options (Right to buy)	$0							02/10/2005	02/11/2010	Common Stock	2,500		2,500	D
Stock Options (Right to buy)	$0							02/09/2006	02/09/2011	Common Stock	2,500		2,500	D
Stock Options (Right to buy)	$14.219							03/01/2001	03/01/2007	Common Stock	6,000		6,000	D
Stock Options (Right to buy)	$18.755							02/12/2002	02/12/2008	Common Stock	8,000		8,000	D
Stock Options (Right to buy)	$32.73							02/09/2005	02/09/2011	Common Stock	10,000		10,000	D
Stock Options (Right to buy)	$37.25							02/10/2004	02/11/2010	Common Stock	10,000		10,000	D
Stock Options (Right to buy)	$37.45							02/11/2003	02/11/2009	Common Stock	10,000		10,000	D
Stock Options (Right to buy)	$0	02/07/2005		A		2,500		02/07/2007⁽¹⁾	02/07/2012	Common Stock	2,500	$0	2,500	D
Stock Options (Right to buy)	$33.06	02/07/2005		A		10,000		02/07/2006⁽²⁾	02/07/2012	Common Stock	10,000	$33.06	10,000	D

Explanation of Responses:

1. Restricted Stock - vesting contingent on continued employment and achievement of specified goals. If necessary goals achieved, vests 25% for two years of employment after date of grant, and 25% per year of employment thereafter.

2. Nonqualified Stock Option - vesting contingent on continued employment, 25% per year of employment after date of grant, with certain specified exceptions.

	Timothy J. Korman, A. Brent King, Carolyn Jones, Robert W. Blanton, Jr.	02/09/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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