-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L1KCb2V2RWpOsY5F9BZYPly4CT7FBIBGgFbKmPhEx/qP8OMo6vpTENkzeWOChvOP 4j8eG7MkC62eEDDuKaY9vQ== 0001002105-00-000005.txt : 20000221 0001002105-00-000005.hdr.sgml : 20000221 ACCESSION NUMBER: 0001002105-00-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000217 EFFECTIVENESS DATE: 20000217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILB ROGAL & HAMILTON CO /VA/ CENTRAL INDEX KEY: 0000814898 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 541194795 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-30650 FILM NUMBER: 548807 BUSINESS ADDRESS: STREET 1: 4235 INNSLAKE DR CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8047476500 MAIL ADDRESS: STREET 1: P O BOX 1220 CITY: GLEN ALLEN STATE: VA ZIP: 23060 S-8 1 S-8 - HILB, ROGAL AND HAMILTON COMPANY As filed with the Securities and Exchange Commission on February 17, 2000. Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HILB, ROGAL AND HAMILTON COMPANY (Exact Name of Registrant as Specified in its Charter) Virginia 54-1194795 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 4235 Innslake Drive, Glen Allen, Virginia 23060 (Address of Principal Executive Offices) (Zip Code) __________________ HILB, ROGAL AND HAMILTON COMPANY EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) Walter L. Smith, Esq. Vice President and General Counsel Hilb, Rogal and Hamilton Company 4235 Innslake Drive Glen Allen, Virginia 23060 (804) 747-6500 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) ___________ CALCULATION OF REGISTRATION FEE
================================= ================ ==================== ==================== ============= Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price per Aggregate Offering Registration to be Registered (1) Registered (2) Obligation (3) Price (3) Fee - --------------------------------- ---------------- -------------------- -------------------- ------------- Common Stock, no par value...... 250,000 $26.22 $6,555,000 $1,730.52 ================================= ================ ==================== ==================== =============
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) The amount of Common Stock registered hereunder shall be deemed to include any additional shares issuable as a result of any stock split, stock dividend or other change in the capitalization of the Registrant. (3) Pursuant to Rule 457(h), the registration fee is based on the average of the high ($26.56) and low ($25.88) prices reported on the New York Stock Exchange on February 16, 2000. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents previously filed by the Registrant with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference and made a part hereof: (1) the Registrant's Annual Report on Form 10-K (the "Form 10-K") for the fiscal year ended December 31, 1998, File No. 0-15981; (2) the portions of the Registrant's definitive Proxy Statement for the Annual Meeting of Shareholders held on June 8, 1999 that have been incorporated by reference into the Form 10-K; (3) the Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, File No. 0-15981; (4) the Registrant's Current Reports on Form 8-K, filed on April 1, 1999 and May 14, 1999, File No. 0-15981; and (5) the description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form S-3, File No. 33-56488, effective March 1, 1993. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not applicable. II-2 Item 5. Interests of Named Experts and Counsel Williams, Mullen, Clark & Dobbins, counsel to the Registrant, has rendered its opinion that the Common Stock, when issued pursuant to the terms and conditions of the Plan, will be legally issued, fully paid and nonassessable. Such counsel does not have a substantial interest in or connection with the Registrant or its subsidiaries requiring disclosure herein. Item 6. Indemnification of Directors and Officers Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the "Code") permits a Virginia corporation to indemnify any director or officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or officer furnishes the corporation a written statement of his good faith belief that he or she has met the standard of conduct prescribed by the Code and furnishes the corporation a written undertaking to repay any advance if it is ultimately determined that he or she did not meet the standard of conduct, and a determination is made by the board of directors that such standard has been met. In a proceeding by or in the right of the corporation, no indemnification shall be made in respect of any matter as to which an officer or director is adjudged to be liable to the corporation, unless the court in which the proceeding took place determines that, despite such liability, such person is reasonably entitled to indemnification in view of all of the relevant circumstances. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable to the corporation on the basis that he improperly received a personal benefit. Corporations are given the power to make any other or further indemnity, including advance of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the event, by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. Unless limited by its articles of incorporation, indemnification of a director or officer is mandatory when he or she entirely prevails in the defense of any proceeding to which he or she is a party because he or she is or was a director or officer. The Articles of Incorporation of the Registrant contain provisions indemnifying the directors and officers of the Registrant to the full extent permitted by Virginia law. In addition, the Articles of Incorporation of the Registrant eliminate the personal liability of the Registrant's directors and officers to the Registrant or its shareholders for monetary damages to the full extent permitted by Virginia law. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits The following exhibits are filed on behalf of the Registrant as part of this Registration Statement: 4.1 Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-3, File No. 33-56488. II-3 4.2 Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981. 4.3 Hilb, Rogal and Hamilton Company Employee Stock Purchase Plan.* 4.4 Form of Common Stock Certificate, incorporated by reference to Exhibit 1 of the Registrant's Form 8-A Registration Statement, filed June 12, 1987, File No. 0-15981. 5.1 Opinion of Williams, Mullen, Clark & Dobbins.* 23.1 Consent of Williams, Mullen, Clark & Dobbins (included in Exhibit 5.1).* 23.2 Consent of Ernst & Young LLP.* 24 Powers of Attorney (included on Signature Page).* ________________ * Filed herewith Item 9. Undertakings The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and II-4 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraph (1)(i) and (1)(ii) shall not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia, on this 10th day of February, 2000. HILB, ROGAL AND HAMILTON COMPANY By: /s/ Andrew L. Rogal --------------------------------- Andrew L. Rogal, Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each of the undersigned hereby appoints Walter L. Smith and Carolyn Jones, each of whom may act individually, as attorneys-in-fact and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, any and all amendments (including post-effective amendments) to this Registration Statement, with any schedules or exhibits thereto, and any and all supplements or other documents to be filed with the Securities and Exchange Commission pertaining to the registration of securities covered hereby, with full power and authority to do and perform any and all acts and things as may be necessary or desirable in furtherance of such registration. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Andrew L. Rogal Chairman of the Board and Chief February 10, 2000 - -------------------------------------------- Executive Officer and Director Andrew L. Rogal (Principal Executive Officer) /s/ Carolyn Jones Senior Vice President, Chief February 10, 2000 - -------------------------------------------- Financial Officer and Treasurer Carolyn Jones (Principal Financial Officer) /s/ Robert W. Blanton, Jr. Vice President and Controller February 10, 2000 - -------------------------------------------- (Principal Accounting Officer) Robert W. Blanton, Jr. /s/ Robert H. Hilb Chairman Emeritus and Director February 10, 2000 - -------------------------------------------- Robert H. Hilb Signature Title Date --------- ----- ---- /s/ Martin L. Vaughan, III President, Chief Operating Officer February 10, 2000 - -------------------------------------------- and Director Martin L. Vaughan, III /s/ Timothy J. Korman Executive Vice President, February 10, 2000 - -------------------------------------------- Administration and Finance and Timothy J. Korman Director /s/ Philip J. Faccenda Director February 10, 2000 - -------------------------------------------- Philip J. Faccenda /s/ Robert S. Ukrop Director February 10, 2000 - -------------------------------------------- Robert S. Ukrop /s/ Thomas H. O'Brien Director February 10, 2000 - --------------------------------------------- Thomas H. O'Brien Director February 10, 2000 - -------------------------------------------- J.S.M. French /s/ Norwood H. Davis, Jr. Director February 10, 2000 - -------------------------------------------- Norwood H. Davis, Jr. /s/ Theodore L. Chandler, Jr. Director February 10, 2000 - -------------------------------------------- Theodore L. Chandler, Jr. /s/ Anthony F. Markel Director February 10, 2000 - -------------------------------------------- Anthony F. Markel Director February 10, 2000 - -------------------------------------------- Robert W. Fiondella /s/ David W. Searfoss Director February 10, 2000 - -------------------------------------------- David W. Searfoss
EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT ______________________ Exhibit Number Description of Exhibit ------ ---------------------- 4.1 Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-3, File No. 33-56488. 4.2 Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981. 4.3 Hilb, Rogal and Hamilton Company Employee Stock Purchase Plan.* 4.4 Form of Common Stock Certificate, incorporated by reference to Exhibit 1 of the Registrant's Form 8-A Registration Statement, filed June 12, 1987, File No. 0-15981. 5.1 Opinion of Williams, Mullen, Clark & Dobbins.* 23.1 Consent of Williams, Mullen, Clark & Dobbins (included in Exhibit 5.1).* 23.2 Consent of Ernst & Young LLP.* 24 Powers of Attorney (included on Signature Page).* ____________ *Filed herewith EX-4 2 EXHIBIT 4.3 Exhibit 4.3 HILB, ROGAL AND HAMILTON COMPANY EMPLOYEE STOCK PURCHASE PLAN ARTICLE 1 --------- PURPOSE The Hilb, Rogal and Hamilton Company Employee Stock Purchase Plan (the "Plan") is created for the purpose of encouraging stock ownership by employees of Hilb, Rogal and Hamilton Company (the "Company") and its subsidiaries so that they may share in the growth of the Company by acquiring or increasing their proprietary interest in the Company. ARTICLE 2 --------- ADMINISTRATION OF THE PLAN The Plan shall be administered by the Company. The interpretation and construction of any provision of the Plan shall be made by the Company and shall be final and conclusive. The Company may adopt, from time to time, such rules and regulations as it deems appropriate for carrying out the Plan. No officer, director or employee of the Company who is charged with the administration of the Plan shall be liable for any action or determination made in good faith with respect to the Plan. ARTICLE 3 --------- ELIGIBLE EMPLOYEES All full-time employees of the Company and its subsidiaries who are eighteen years of age or older will be eligible to participate in the Plan. ARTICLE 4 --------- SHARES TO BE PURCHASED The stock subject to purchase by eligible employees under the Plan shall be shares of the common stock, without par value, of the Company (the "Shares"), which will be purchased on the open market in accordance with the Plan. ARTICLE 5 --------- PAYROLL DEDUCTIONS Eligible employees, upon entering the Plan, shall authorize payroll deductions to be made for the purchase of Shares. The deduction may be for any amount, so long as it is not less than $20.00, nor more than $1,000.00 per month, and is in even dollar amounts. The employee may authorize increases or decreases in the amount of payroll deductions. In order to effect such a change in the amount of the payroll deductions, the Company must receive notice of such change 30 days prior to the commencement of the relevant pay period. The Company will accumulate and hold for the employee's account the amounts deducted from the employee's pay. No interest shall be paid on such amounts. All employees assume the risk of fluctuations in the market price of the Shares. ARTICLE 6 --------- EMPLOYER CONTRIBUTION The Company will match a portion of the employee contribution by contributing to the Plan an amount equal to 10% of the employee's monthly payroll deduction up to a maximum contribution of $100 per employee per month. The Company matching contribution is not intended to be an entitlement or part of the regular compensation of any eligible employee. In connection with any such matching contribution, the Company shall deduct from the participating employee's regular compensation all applicable federal and state withholding and other taxes. The Company will pay (i) all brokerage commissions relating to the purchase of the Shares under the Plan and (ii) all administrative costs associated with the implementation and operation of the Plan. ARTICLE 7 --------- AUTHORIZATION FOR ENTERING THE PLAN An eligible employee may enter the Plan by completing, signing and delivering to the Company an enrollment form provided by the Company. Such authorization will take effect as of the next practicable payroll period. Unless an employee authorizes changes to his/her payroll deductions in accordance with Article 5 or withdraws from the Plan, such deductions under the latest authorization on file with the Company shall continue from one payment period to the succeeding payment period as long as the Plan remains in effect. ARTICLE 8 --------- PURCHASE OF SHARES All Shares purchased under the Plan shall be purchased on the open market by a securities broker designated from time to time by the Company. On a monthly basis, the Company shall remit the total amount of employee payroll deductions and Company matching 2 contributions for such month to the designated broker for the purchase of Shares on behalf of participating employees. The Shares so purchased, including fractional Shares, shall be allocated to the individual accounts of employees based upon the purchase price of the Shares and the amounts contributed by or on behalf of the employee. In the event the purchase of the Shares takes place over a number of days and/or at different prices, then each employee's allocation shall be made on the basis of the average price per share of the Shares. The number of Shares held in an employee's account shall be adjusted in the event of a stock split, stock dividend, recapitalization or similar adjustment in the Company's common stock. ARTICLE 9 --------- ISSUANCE OF SHARES The Shares purchased under the Plan shall be registered in the name of the broker or its nominee. Participating employees shall receive monthly statements from the broker which will evidence all activity in the accounts that have been established on their behalf. In the event a participating employee wishes to hold certificates in the employee's own name, the employee must instruct the broker to transfer the Shares in the employee's account to the employee and bear the costs associated with the issuance of such certificates. Certificates for fractional Shares will not be issued. An employee shall have all of the rights of a shareholder of the Company with respect to the Shares held in the employee's account. ARTICLE 10 ---------- AUTOMATIC DIVIDEND REINVESTMENT Any cash dividends paid by the Company with respect to Shares purchased under the Plan by participating employees and held by the broker shall be automatically reinvested in Shares of the Company on or before the date of the next monthly purchase of Shares under the Plan. ARTICLE 11 ---------- SALE OF SHARES PURCHASED UNDER THE PLAN Each employee may sell at any time all or any portion of the Shares acquired under the Plan and held in the employee's account. Any sale of the Shares and distribution of the proceeds thereof to the employee shall be effected through the broker designated by the Company. The employee shall pay the broker's commission and any other expenses incurred with regard to the sale of the Shares. All such sales of the Shares will be subject to compliance with any applicable federal or state securities, tax or other laws. 3 ARTICLE 12 ---------- WITHDRAWAL FROM THE PLAN An employee may terminate participation in the Plan effective as of the first business day of any pay period by delivering a written notice of withdrawal to the Company at least 30 days prior to such date. In the event an employee terminates participation in the Plan, such employee may not recommence participation in the Plan for a period of 90 days from the date of such termination. Upon termination of participation by an employee, the employee may elect to (i) receive a certificate for the whole Shares held in the employee's account and a check for any fractional Shares or (ii) instruct the broker to sell the Shares held in the employee's account and distribute the proceeds of the sale, less brokerage commissions, fees and expenses, to the employee. ARTICLE 13 ---------- NO TRANSFER OR ASSIGNMENT An employee's right to purchase Shares under the Plan through employee payroll deductions and Company matching contributions are the employee's alone and may not be exercised by, or transferred or assigned to, any other person. ARTICLE 14 ---------- TERMINATION OF EMPLOYEE RIGHTS An employee will be deemed to have withdrawn from the Plan, and all of the employee's rights under the Plan (other than rights to acquire or dispose of the Shares held in the employee's account in accordance with the final sentence of Article 12 hereof) will terminate, when the employee ceases to be employed by the Company or its subsidiaries due to disability, retirement, resignation, death (subject to Article 15 below), termination with or without cause or any other reason. In such event, all of the employee's payroll deductions that have not been transferred to the broker for the purchase of Shares will be refunded to the employee. If an employee's payroll deductions are interrupted by any legal process, the employee will be deemed to have withdrawn from the Plan as of the day the interruption occurs. ARTICLE 15 ---------- BENEFICIARY DESIGNATION An employee may designate a beneficiary to receive the Shares held in the employee's account by completing a beneficiary designation form approved by the Company and delivering the completed designation form to the Human Resources Department of the Company. The person who is the employee's named beneficiary at the time of his or her death shall be entitled to receive such Shares after the death of the employee. The employee may from time to time revoke or change his or her beneficiary without the consent of any prior beneficiary by filing a new designation with the 4 Human Resources Department of the Company. The last such designation received by the Company shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Company prior to the employee's death, and in no event shall any designation be effective as of a date prior to such receipt. If the Company is in doubt as to the right of any person to receive the Shares held in the employee's account, the Company may refuse to recognize such beneficiary designation, without liability for any lost profits, damages or dividends thereon, until the Company determines the person entitled to receive such Shares, which determination shall be final and conclusive. ARTICLE 16 ---------- TERMINATION AND AMENDMENT TO THE PLAN The Plan may be amended, modified or terminated at any time by the Company's Board of Directors. Upon any termination of the Plan, all payroll deductions not used to purchase Shares will be refunded. ARTICLE 17 ---------- UNFUNDED PLAN The Plan, insofar as it provides for Company contributions, is not required to be funded, and the Company shall not be required to segregate any assets that may at any time be represented by such contributions under this Plan. ARTICLE 18 ---------- MISCELLANEOUS Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof) shall confer upon any employee any right to continue in the employ of the Company or its subsidiaries, or in any way affect any right and power of the Company or its subsidiaries to terminate the employment of any employee at any time with or without assigning a reason therefor. The Plan shall be binding on all successors and permitted assigns of an employee, including, but not limited to, the estate of the employee and the executor, administrator or trustee of such estate, and the guardians or legal representative of the employee. The validity, construction and effect of the Plan and any actions taken or related to the Plan shall be determined in accordance with the laws of the Commonwealth of Virginia and applicable federal law. ARTICLE 19 ---------- EFFECTIVE DATE The Plan shall be effective as of April 1, 2000. 5 EX-5 3 EXHIBITS 5.1 AND 23.1 Exhibits 5.1 and 23.1 [WILLIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD] February 10, 2000 The Board of Directors Hilb, Rogal and Hamilton Company P.O. Box 1220 Glen Allen, Virginia 23060-1220 Re: Hilb, Rogal and Hamilton Company Employee Stock Purchase Plan Gentlemen: This letter is delivered to you in connection with the actions taken and proposed to be taken by Hilb, Rogal and Hamilton Company, a Virginia corporation (the "Company"), with respect to the offer and sale from time to time pursuant to the Hilb, Rogal and Hamilton Company Employee Stock Purchase Plan (the "Plan"), of 250,000 shares of the Company's common stock, without par value (the "Shares"), in accordance with the terms of the Plan. We have reviewed the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission to effect the registration of the Shares under the Securities Act of 1933, as amended. In this regard, we have examined such corporate proceedings, records and documents as we have deemed necessary or advisable in connection with the opinions set forth herein. Based upon such examination, it is our opinion that the Shares which consititute original issuance securities, when issued pursuant to the Registration Statement and the terms and conditions of the Plan, will be legally issued, fully paid and non-assessable under the current laws of the Commonwealth of Virginia. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm as counsel to the Company in the Registration Statement. Very truly yours, Williams Mullen Clark & Dobbins, P.C. By: /s/ Robert E. Spicer, Jr. ------------------------------ Robert E. Spicer, Jr. EX-23 4 EXHIBIT 23.2 Exhibit 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Hilb, Rogal and Hamilton Company Employee Stock Purchase Plan of our report dated February 10, 1999, with respect to the consolidated financial statements and schedule of Hilb, Rogal and Hamilton Company included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Richmond, Virginia February 11, 2000 -----END PRIVACY-ENHANCED MESSAGE-----