-----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, LLBscQTM/kqTWbM++ity7GWli2REoTsvw4iZ/xLmY+t09dkxvCvaSJdjbWyXKHbX NNQUErpZ9SWkd//eFEo9/A== 0001002105-01-000003.txt : 20010125 0001002105-01-000003.hdr.sgml : 20010125 ACCESSION NUMBER: 0001002105-01-000003 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010123 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-4/A SEC ACT: SEC FILE NUMBER: 333-50018 FILM NUMBER: 1513746 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-4/A 1 0001.txt AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on January 23, 2001. Registration No. 333-50018 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-4/A Amendment No. 1 to REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HILB, ROGAL AND HAMILTON COMPANY (Exact Name of Registrant as Specified in Its Charter)
Virginia 6411 54-1194795 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number)
4235 Innslake Drive Glen Allen, Virginia 23060-1220 (804) 747-6500 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Walter L. Smith, Esq. Vice President and General Counsel Hilb, Rogal and Hamilton Company 4235 Innslake Drive Glen Allen, Virginia 23060-1220 (804) 747-6500 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies of Communications to: Robert E. Spicer, Jr., Esq. Williams, Mullen, Clark & Dobbins 1021 East Cary Street Richmond, VA 23219 (804) 643-1991 Approximate date of commencement of proposed sale to the public: From time to time following the effectiveness of this Registration Statement. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. |_| If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| __________________ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 5(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ PROSPECTUS 3,465,804 Shares [LOGO] Hilb, Rogal and Hamilton Company Common Stock This prospectus relates to 3,465,804 shares of our common stock that we may offer and issue from time to time in connection with acquisitions of independent insurance agencies and other businesses or assets. See "Risk Factors" beginning on page 3 for a discussion of certain factors that should be considered in connection with an investment in shares of our common stock. _______________ Our common stock is listed on the New York Stock Exchange under the symbol "HRH." On January 22, 2001, the closing sales price of our common stock as reported on the New York Stock Exchange was $33.9375 per share. _______________ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is January __, 2001. TABLE OF CONTENTS Page Incorporation of Information that We File with the SEC.......2 Risk Factors.................................................3 Forward-Looking and Cautionary Statements....................6 The Company..................................................7 Use of Proceeds..............................................8 Plan of Distribution.........................................8 Restrictions on Resales......................................9 Experts......................................................9 Legal Matters...............................................10 Where You Can Find More Information.........................10 INCORPORATION OF INFORMATION THAT WE FILE WITH THE SEC This prospectus "incorporates by reference" important business and financial information that we file with the SEC and that we are not including in or delivering with this prospectus. As the SEC allows, incorporated documents are considered part of this prospectus, and we can disclose important information to you by referring you to those documents. We incorporate by reference the documents listed below, which have been filed with the SEC: o Our Annual Report on Form 10-K for the year ended December 31, 1999. o Those portions of our 1999 Annual Report to Shareholders and Proxy Statement for the Annual Meeting of Shareholders held on May 2, 2000 that have been incorporated by reference into our Form 10-K. o Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000. o Our Current Reports on Form 8-K dated May 3, 1999 and January 23, 2001. o The description of our common stock as set forth in our Current Report on Form 8-K dated January 23, 2001. We also incorporate by reference all documents filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and prior to the termination of this offering. Information in this prospectus supersedes related information in the documents listed above, and information in subsequently -2- filed documents supersedes related information in both this prospectus and the incorporated documents. We will promptly provide, without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, other than exhibits to those documents, unless the exhibits are specifically incorporated by reference in those documents. Requests should be directed to: Walter L. Smith, Esquire Vice President and General Counsel Hilb, Rogal and Hamilton Company 4235 Innslake Drive P.O. Box 1220 Glen Allen, Virginia 23060-1220 Telephone: (804) 747-6500 Facsimile: (804) 747-6046 You should rely only on the information incorporated by reference or provided in this prospectus or any supplement. No one else is authorized to provide you with different information. We are not making an offer of shares of our common stock in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents because our financial condition and results may have changed since that date. RISK FACTORS Before you invest in our common stock, you should be aware of various risks, including the risks described below. You should carefully consider these risk factors, together with all of the other information included in this prospectus, before you decide whether to purchase shares of our common stock. Because our commission revenues are based on premiums set by insurers, any decreases in these premium rates will result directly in revenue decreases for us We are engaged in insurance agency and brokerage activities and derive revenues primarily from commissions on the sale of insurance products to clients that are paid by the insurance underwriters with whom our subsidiary agencies place their clients' insurance. These commissions are based on the premiums that the insurance underwriters charge, and we do not determine insurance premium rates. In addition, these premiums historically have been cyclical in nature and have displayed a high degree of volatility based on the prevailing economic and competitive factors that affect insurance underwriters. These factors, which are not within our control, include the capacity of insurance underwriters to place new business, non-underwriting profits of insurance underwriters, consumer demand for insurance products, the availability of comparable products from other insurance underwriters at a lower cost and the availability of alternative insurance products, such as government benefits and self-insurance plans, to consumers. -3- We cannot predict the timing or extent of future changes in premiums and thus commissions. As a result, we cannot predict the effect that future premium rates would have on our operations. While increases in premium rates will result directly in revenue increases for us, decreases in premium rates, however, will result directly in revenue decreases for us. These decreases may adversely affect our results of operations for the periods in which they occur. Carrier override and contingent commissions are less predictable than usual, and any decreases in our collection of them may have an impact on our operating results that we are unable to anticipate We derive a portion of our revenues from carrier override and contingent commissions based upon the terms of the contractual relationships between the insurance underwriters and our subsidiary agencies. Carrier override commissions are commissions paid by insurance underwriters in excess of the standard commission rates on specific classes of business. These amounts are not contingent on acheiving a specific premium volume or profitability of the business. Contingent commissions are commissions paid by insurance underwriters and are based on the estimated profit that the underwriter makes on the overall volume of business that we place with it. We generally receive these commissions in the first and second quarters of each year. Due to recent changes in our industry, we cannot predict the payment of these commissions as well as we have been able to in the past. One of these changes, the high loss ratios experienced by insurance carriers, has resulted in a decreased profit to them and may result in decreases in the payment of contingent commissions to us. Furthermore, we have no control over insurance carriers' ability to estimate loss reserves, which affects our profit-sharing calculation. Another change, the tightening of underwriting criteria by certain insurance underwriters, due in part to the high loss ratios, may result in a lower volume of business that we are able to place with them. Carrier override and contingent commissions affect our revenues, and decreases in their payment to us may have an adverse effect on our results of operations. Our continued growth will be enhanced through acquisitions of insurance agencies, but we may not be able successfully to identify suitable acquisition candidates A portion of our strategic plan includes the regular and systematic evaluation and acquisition of insurance agencies in new markets. There can be no assurance, however, that we will be able successfully to identify suitable acquisition candidates that will permit us to expand into new markets. We are unable to predict whether or when any prospective acquisition candidates will become available or the likelihood that any acquisition will be completed once negotiations have commenced. We compete for acquisition and expansion opportunities with entities that have substantially greater resources. -4- Once we acquire an insurance agency, any failure by us to complete the acquisition and integrate the agency successfully may have an adverse effect on our operations The successful completion and integration of an acquisition generally does not adversely impact our operations. The integration of an acquisition, however, may involve a number of factors that may affect our operations. These factors include diversion of management's attention, difficulties in the integration of acquired operations and retention of personnel, entry into unfamiliar markets, unanticipated problems or legal liabilities, and tax and accounting issues. Furthermore, once we have integrated an acquired insurance agency initially, the agency may not achieve levels of revenue, profitability, or productivity comparable to our existing locations, or otherwise perform as expected. The failure to integrate one or more acquired agencies so that they achieve these performance goals may have a material adverse effect on our results of operations and financial condition. The general level of economic activity can have an impact on our business that is difficult to predict; a strong economic period may not necessarily result in higher revenues for us The volume of insurance business available to our agencies has historically been influenced by factors such as the health of the overall economy. The specific impact of the health of the economy on our revenues, however, can be difficult to predict. When the economy is strong, insurance coverages typically increase as payrolls, inventories and other insured risks increase. Insurance commissions to our agencies generally would be expected to increase. As discussed above, however, our commission revenues are dependent on premium rates charged by insurers, and these rates are subject to fluctuation based on prevailing economic and competitive conditions. As a result, the higher commission revenues our company generally would expect to see in a strong economic period may not necessarily occur, as any increase in the volume of insurance business brought about by favorable economic conditions may be offset by premium rates that have declined in response to increased competitive conditions, among other factors. If we are unable to respond in a timely and cost-effective manner to rapid technological change in our industry, there may be a resulting adverse effect on our business and operating results The insurance industry is becoming increasingly influenced by rapid technological change, frequent new product and service introductions and evolving industry standards. For example, the insurance brokerage industry has increased use of the Internet to communicate benefits and related information to consumers and to facilitate business-to-business information exchange and transactions. We actively explore the opportunities that information technology affords the insurance brokerage industry and, in particular, the operations of our agencies and have recently expanded our in-house information technology staff and collaborated on a web-based distribution channel. We believe that our future success will depend on our ability to continue to anticipate technological changes and to offer product and service opportunities, including those opportunities described above, that meet evolving standards on a timely and cost-effective basis. We expect that the development and implementation of new technologies will require additional -5- investment of our capital resources in the future. We have not determined, however, the amount of resources and the time that this development and implementation may require. There is a risk that we may not successfully identify new product and service opportunities or develop and introduce these opportunities in a timely and cost-effective manner. In addition, opportunities that our competitors develop or introduce may render our products and services noncompetitive. As a result, we can give no assurances that technological changes that may affect our industry in the future will not have a material adverse effect on our business and operating results. Quarterly variations in our revenues that result from the timing of policy renewals and the net effect of new and lost business production may have unexpected impacts on our results of operations Our revenues are subject to quarterly fluctuations as a result of the timing of policy renewals and the net effect of new and lost business production. Because consumer demand for insurance products can influence the timing of renewals and new and lost business, and because we rely on insurance underwriters for the payment of certain commissions, the factors that cause the quarterly fluctuations are not within our control. We generally expect, however, our revenues to increase with new business and to decrease with lost business. The extent of quarterly fluctuations based on these increases and decreases, and the increases and decreases that may be associated with policy renewals, may be difficult to predict for any period. FORWARD-LOOKING AND CAUTIONARY STATEMENTS We caution you that this prospectus includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and is subject to the safe harbor created by those acts. Among other things, these statements relate to our financial condition, results of operation and business. These forward-looking statements are generally identified by the words or phrases "would be," "will allow," "expects to," "will continue," "is anticipated," "estimate," "project" or similar expressions. While we provide forward-looking statements to assist in the understanding of our anticipated future financial performance, we caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date that we make them. Forward-looking statements are subject to significant risks and uncertainties, many of which are beyond our control. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Actual results may differ materially from those contained in or implied by these forward-looking statements for a variety of reasons. We have included risk factors and uncertainties that might cause such a difference in the "Risk Factors" section of this prospectus on page 3. -6- THE COMPANY We serve as an intermediary between our clients and insurance companies that underwrite client risks. Our clients are traditionally middle-market businesses, which are generally businesses that do not have internal risk management departments and outsource that function to us or to one of our competitors. Through our network of subsidiary insurance agencies, we assist clients in managing their risks in areas such as property and casualty, employee benefits and other areas of specialized exposure. These agencies operate approximately 70 offices in 18 states. Our client base ranges from personal to large national accounts and is primarily comprised of middle-market commercial and industrial accounts. Insurance commissions typically account for approximately 89% to 91% of our total annual revenues. We also advise clients on risk management and employee benefits and provide claims administration and loss control consulting services to clients, which contribute approximately 6% to 8% of annual revenues. We have historically grown principally through acquisitions of independent insurance agencies with significant local market shares in small to medium-size metropolitan areas. Since 1984, we have acquired approximately 187 independent agencies. Our prior growth strategy emphasized acquisitions of established independent agencies staffed by local professionals and centralization of certain administrative functions to allow agents to focus on business production. We believe that a key to our success has been a strong emphasis on local client service by experienced personnel with established community relationships. Our current acquisition program is largely focused on acquisitions that fit into our current operating models and strategic plans and targets entities that strengthen our regions and middle-market position or add to our specialty lines of business and increase our range of services. In addition, we are actively exploring the opportunities that information technology affords the insurance brokerage industry and, in particular, the operations of our agencies. We have expanded our in-house information technology staff to oversee the role of the Internet, innovative networking and e-commerce in making our client service capabilities more effective and efficient. We have also collaborated on a web-based distribution channel that enables companies to distribute information relating to benefits, training and other material to their employees and to provide them with information and links for selected vendors of financial services, including insurance, in a cost-effective manner. The agencies act as independent agents representing a large number of insurance companies, which gives us access to specialized products and capacity needed by our clients. Agencies and regions are staffed to handle the broad variety of insurance needs of their clients. Additionally, certain agencies and regions have developed special expertise in areas such as aviation, construction and marine insurance services, and this expertise is made available to clients throughout the regions and our network. Our corporate headquarters are located at 4235 Innslake Drive in Glen Allen, Virginia 23060, and our telephone number is (804) 747-6500. -7- USE OF PROCEEDS This prospectus relates to shares of our common stock that may be offered and issued by us from time to time in connection with acquisitions by us of independent insurance agencies and other businesses or assets. We do not expect to receive any cash proceeds from the sale of these shares of common stock. PLAN OF DISTRIBUTION This prospectus relates to 3,465,804 shares of our common stock that we may offer and issue from time to time in connection with acquisitions of independent insurance agencies and other businesses or assets. The consideration for these acquisitions may consist of shares of our common stock, cash, notes or other evidences of debt, assumption of liabilities or any combination of these or other items. The amount and type of the consideration that we will offer and the other specific terms of each acquisition will be determined by negotiations with the owners or controlling persons of the independent agencies and other businesses or assets to be acquired after taking into account the current and anticipated future value of these businesses or assets, along with all other relevant factors. These factors may include the following items: o the established quality and reputation of the business and its management; o gross commission revenues; o earning power; o cash flow; o growth potential; o location of the business and properties to be acquired; and o geographical and service diversification resulting from the acquisition. We expect that any shares of our common stock issued to the owners of these businesses or assets to be acquired will be valued at a price reasonably related to the current market value of our common stock either at the time an agreement is reached regarding the terms of the acquisition or upon delivery of the shares. We will pay all expenses of this offering. We will not pay underwriting discounts or commissions in connection with issuing these shares, although we may pay finder's fees in specific acquisitions. Any person receiving a finder's fee may be deemed an underwriter within the meaning of the Securities Act of 1933. We may be required to provide further information with respect to a specific acquisition by means of a post-effective amendment to the registration statement or a supplement to this prospectus once we know the actual information concerning the acquisition. Any post-effective amendment must become effective under the Securities Act before we may sell any additional shares of our common stock by means of this prospectus. -8- RESTRICTIONS ON RESALES Shares of common stock that we issue under this prospectus to the shareholders or owners of independent insurance agencies and other businesses may be subject to substantial resale restrictions. These restrictions may depend on whether we have obtained from the acquired business and filed with the SEC both financial statements for the acquired business, some of which may need to be audited depending on the financial significance of the business to us, and pro forma financial information with respect to us that reflects the acquisition. Shareholders and owners that are deemed to be "affiliates" of the acquired business generally may make resales of the common stock that they acquired from us under this prospectus in accordance with Rule 145(d) of the Securities Act of 1933, as amended. The SEC, however, will not permit these affiliates to make resales until we have filed the required financial statements and pro forma financial information described above. In addition, affiliates of the acquired business who have become affiliates of us following the acquisition may make resales of common stock only in compliance with Rule 144 of the Securities Act. Shareholders and owners that are not deemed to be affiliates of the acquired business or of us following the acquisition generally may make resales of the common stock that they acquired from us without restriction. To the extent that it is not practicable to prepare and present the required financial information, neither affiliates nor non-affiliates of the acquired business may make resales of common stock until we have filed with the SEC financial statements for us that cover an appropriate period of time and that reflect the acquisition as required by SEC accounting regulations. All shareholders and owners should seek the advice of their own counsel with respect to the legal requirements for any resales. EXPERTS Ernst & Young LLP, independent auditors, have audited our consolidated financial statements and schedule incorporated by reference or included in our Annual Report on Form 10-K for the year ended December 31, 1999, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing. Documents that we have not yet filed and that we have incorporated by reference into this prospectus will include financial statements, related schedules (if required) and auditors' reports. Those financial statements and schedules will have been audited to the extent and for the periods set forth in those reports by the firm or firms rendering the reports and, to the extent so audited and consent to incorporation by reference is given, will be incorporated by reference in reliance -9- upon those reports given upon the authority of the firm or firms as experts in accounting and auditing. LEGAL MATTERS Williams, Mullen, Clark & Dobbins, P.C., our counsel, will pass upon the validity of the shares of our common stock to be issued by us through this prospectus. WHERE YOU CAN FIND MORE INFORMATION We are subject to the information requirements of the Securities Exchange Act of 1934, as amended, and we file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document that we file at the SEC's public reference room facility located at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices at 7 World Trade Center, 13th Floor, Suite 1300, New York, New York 10048 and Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers, including us, that file documents with the SEC electronically through the SEC's electronic data gathering, analysis and retrieval system known as EDGAR. Our common stock is listed on the New York Stock Exchange under the symbol "HRH." Our reports, proxy statements and other information may also be reviewed at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. This prospectus is part of a registration statement filed by us with the SEC. Because the rules and regulations of the SEC allow us to omit certain portions of the registration statement from this prospectus, this prospectus does not contain all the information set forth in the registration statement. You may review the registration statement and the exhibits filed with the registration statement for further information regarding us and the shares of our common stock being sold by this prospectus. The registration statement and its exhibits may be inspected at the public reference facilities of the SEC at the addresses set forth above. We also maintain an Internet site at www.hrh.com, which contains information relating to us and our business. -10- ================================================================================ 3,465,804 Shares [LOGO] Hilb, Rogal and Hamilton Company Common Stock _________________ PROSPECTUS _________________ January __, 2001 ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 21. Exhibits and Financial Statement Schedules. (a) Exhibits: The following exhibits are filed on behalf of the Registrant as part of this Registration Statement: Exhibit No. Document ----------- -------- 3.1 Articles of Incorporation (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-3, File No. 33-56488, hereinafter, the Form S-3) 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981) 5.1 Legal opinion of Williams, Mullen, Clark & Dobbins* 10.1 Credit Agreement dated as of May 3, 1999, among the Registrant, as Borrower, the lenders named therein, First Union National Bank, as administrative agent, PNC Bank, as documentation agent and NationsBanc Montgomery Securities LLC, as syndication agent (incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K dated May 3, 1999, File No. 0-15981) 10.2 Indenture dated as of May 3, 1999 made by and among the Registrant and Crestar Bank as Trustee (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended March 31, 1999, File No. 0-15981) 10.3 Risk Management Agreement dated as of May 3, 1999 by and between Phoenix Home Life Mutual Insurance Company and the Registrant (incorporated by reference to Exhibit 10.3 to the Registrant's Form 10-Q for the quarter ended March 31, 1999, File No. 0-15981) 10.4 Incentive Stock Option Plan, as amended (incorporated by reference to Exhibit 28.27 to the Form S-3) 10.5 Consulting Agreement with Robert H. Hilb (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended June 30, 1997, File No. 0-15981) 10.6 First Amendment to Consulting Agreement with Robert H. Hilb (incorporated by reference to Exhibit 10.6 to the Registrant's Form 10-K for the year ended December 31, 1999, File No. 0-15981) 10.7 Employment Agreement of Andrew L. Rogal (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended June 30, 1997, File No. 0-15981) II-1 10.8 Employment Agreement for Martin L. Vaughan, III (incorporated by reference to Exhibit 10.4 to the Registrant's Form 10-Q for the quarter ended March 31, 1999, File No. 0-15981) 10.9 Hilb, Rogal and Hamilton Company 1989 Stock Plan, as amended and restated (incorporated by reference to Exhibit 10.7 to the Registrant's Form 10-K for the year ended December 31, 1998) 10.10 Supplemental Executive Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10.8 to the Registrant's Form 10-K for the year ended December 31, 1998) 10.11 Hilb, Rogal and Hamilton Company Amended and Restated Outside Directors Deferral Plan** 10.12 Hilb, Rogal and Hamilton Company Non-employee Directors Stock Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.10 to the Registrant's Form 10-K for the year ended December 31, 1998) 10.13 Hilb, Rogal and Hamilton Company Amended and Restated Executive Voluntary Deferral Plan** 10.14 Voting and Standstill Agreement dated as of May 3, 1999 made by and among the Registrant, PM Holdings, Inc. and Phoenix Home Life Mutual Insurance Company (incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-Q for the quarter ended March 31, 1999, File No. 0-15981) 10.15 Registration Rights Agreement dated as of May 3, 1999 made between the Registrant, PM Holdings, Inc. and Phoenix Home Life Mutual Insurance Company (incorporated by reference to Exhibit 10.6 to the Registrant's Form 10-Q for the quarter ended March 31, 1999, File No. 0-15981) 10.16 Sale and Quitclaim Agreement between Hilb, Rogal and Hamilton Company of Pittsburgh, Inc. and Harold J. Bigler, Chandler G. Ketchum and Richard F. Galardini (incorporated by reference to Exhibit 10.11 to the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981) 10.17 Form of Change of Control Employment Agreement for the following executive officers: Andrew L. Rogal, Timothy J. Korman, Martin L. Vaughan, III, Carolyn Jones, Walter L. Smith, Vincent P. Howley, Henry C. Kramer, Robert J. Hilb and Robert W. Blanton, Jr. (incorporated by reference to Exhibit 10.12 to the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981) 10.18 Form of Change of Control Employment Agreement for the following executive officers: John P. McGrath, Richard E. Simmons, III, William C. Chaufty, Steven C. Deal, Michael A. Janes, Robert B. Lockhart, Benjamin A. Tyler, Karl E. Manke and Richard F. Galardini (incorporated by reference to Exhibit 10.13 to the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981) II-2 10.19 Employment Agreement of John P. McGrath (incorporated by reference to Exhibit 10.19 to the Registrant's Form 10-K for the year ended December 31, 1999, File No. 0-15981) 10.20 Employment Agreement of Richard F. Galardini (incorporated by reference to Exhibit 10.15 to the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981) 10.21 Employment Agreement of Michael A. Janes (incorporated by reference to Exhibit 10.16 to the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981) 10.22 Employment Agreement of Timothy J. Korman as amended by Amendment Number One, Amendment Number Two and Amendment Number Three, dated September 1, 1991, September 1, 1993 and January 1, 1995, respectively (incorporated by reference to Exhibit 10.22 to the Registrant's Form 10-K for the year ended December 31, 1999, File No. 0-15981) 10.23 Form of Hilb, Rogal and Hamilton Employee Non-qualified Stock Option Agreement with schedule of optionees and amounts of options granted (incorporated by reference to Exhibit 10.23 to the Registrant's Form 10-K for the year ended December 31, 1999, File No. 0-15981) 10.24 Form of Hilb, Rogal and Hamilton 2000 Restricted Stock Agreement with schedule of grantees and amounts of restricted stock granted (incorporated by reference to Exhibit 10.24 to the Registrant's Form 10-K for the year ended December 31, 1999, File No. 0-15981) 10.25 Hilb, Rogal and Hamilton Company 2000 Stock Incentive Plan (incorporated by reference to Exhibit A of the Registrant's definitive Proxy Statement for the Annual Meeting of Shareholders held on May 2, 2000) 10.26 First Amendment to Credit Agreement and Waiver, dated March, 2000 between the Registrant and First Union National Bank, PNC Bank, Bank of America, N.A., Fleet National Bank and Crestar Bank (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended June 30, 2000, File No. 0-15981) 10.27 Second Amendment to Credit Agreement, dated June 27, 2000 between the Registrant and First Union National Bank, PNC Bank, Bank of America, N.A., Fleet National Bank and SunTrust Bank (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended June 30, 2000, File No. 0-15981) 10.28 Third Amendment to Credit Agreement, dated December 22, 2000 between the Registrant and First Union National Bank, PNC Bank, Bank of America, N.A., Fleet National Bank and SunTrust Bank** 21.1 Subsidiaries of the Registrant* 23.1 Consent of Williams, Mullen, Clark & Dobbins (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP** II-3 23.3 Consent of PricewaterhouseCoopers LLP** 24.1 Powers of attorney (included on signature page)* ___________ * Previously filed. ** Filed herewith. (b) Financial Statement Schedules: Not applicable. (c) Reports, Opinions or Appraisals: Not applicable. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 January 23, 2001. HILB, ROGAL AND HAMILTON COMPANY By: /s/ Andrew L. Rogal ---------------------------------- Andrew L. Rogal Chairman of the Board and Chief Executive Officer 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 January 23, 2001 - ----------------------------------------- Executive Officer and Director Andrew L. Rogal (Principal Executive Officer) /s/ Carolyn Jones Senior Vice President, Chief January 23, 2001 - ----------------------------------------- Financial Officer and Treasurer Carolyn Jones (Principal Financial Officer) /s/ Robert W. Blanton, Jr. Vice President and Controller January 23, 2001 - ----------------------------------------- (Principal Accounting Officer) Robert W. Blanton, Jr. * Chairman Emeritus and Director January 23, 2001 - ----------------------------------------- Robert H. Hilb * President, Chief Operating Officer and January 23, 2001 - ----------------------------------------- Director Martin L. Vaughan, III * Executive Vice President, Finance and January 23, 2001 - ----------------------------------------- Administration and Director Timothy J. Korman * Director January 23, 2001 - ----------------------------------------- Robert S. Ukrop Signature Title Date --------- ----- ---- * Director January 23, 2001 - ----------------------------------------- Thomas H. O'Brien Director - ----------------------------------------- J.S.M. French * Director January 23, 2001 - ----------------------------------------- Norwood H. Davis, Jr. * Director January 23, 2001 - ----------------------------------------- Theodore L. Chandler, Jr. * Director January 23, 2001 - ----------------------------------------- Anthony F. Markel * Director January 23, 2001 - ----------------------------------------- Robert W. Fiondella * Director January 23, 2001 - ----------------------------------------- David W. Searfoss
* Walter L. Smith, by signing his name hereto, signs this document on behalf of each of the persons indicated by an asterisk above pursuant to powers of attorney duly executed by such persons and previously filed with the Securities and Exchange Commission as part of the registration statement. Date: January 23, 2001 /s/ Walter L. Smith -------------------------------------- Walter L. Smith Attorney-in-Fact EXHIBIT INDEX Exhibit No. Document ----------- -------- 3.1 Articles of Incorporation (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-3, File No. 33-56488, effective March 1, 1993, hereinafter, the Form S-3) 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981) 5.1 Legal opinion of Williams, Mullen, Clark & Dobbins* 10.1 Credit Agreement dated as of May 3, 1999, among the Registrant, as Borrower, the lenders named therein, First Union National Bank, as administrative agent, PNC Bank, as documentation agent and NationsBanc Montgomery Securities LLC, as syndication agent (incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K dated May 3, 1999, File No. 0-15981) 10.2 Indenture dated as of May 3, 1999 made by and among the Registrant and Crestar Bank as Trustee (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended March 31, 1999, File No. 0-15981) 10.3 Risk Management Agreement dated as of May 3, 1999 by and between Phoenix Home Life Mutual Insurance Company and the Registrant (incorporated by reference to Exhibit 10.3 to the Registrant's Form 10-Q for the quarter ended March 31, 1999, File No. 0-15981) 10.4 Incentive Stock Option Plan, as amended (incorporated by reference to Exhibit 28.27 of the Form S-3) 10.5 Consulting Agreement with Robert H. Hilb (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended June 30, 1997, File No. 0-15981) 10.6 First Amendment to Consulting Agreement with Robert H. Hilb (incorporated by reference to Exhibit 10.6 to the Registrant's Form 10-K for the year ended December 31, 1999, File No. 0-15981) 10.7 Employment Agreement of Andrew L. Rogal (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended June 30, 1997, File No. 0-15981) 10.8 Employment Agreement for Martin L. Vaughan, III (incorporated by reference to Exhibit 10.4 to the Registrant's Form 10-Q for the quarter ended March 31, 1999, File No. 0-15981) 10.9 Hilb, Rogal and Hamilton Company 1989 Stock Plan, as amended and restated (incorporated by reference to Exhibit 10.7 to the Registrant's Form 10-K for the year ended December 31, 1998) 10.10 Supplemental Executive Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10.8 to the Registrant's Form 10-K for the year ended December 31, 1998) 10.11 Hilb, Rogal and Hamilton Company Amended and Restated Outside Directors Deferral Plan** 10.12 Hilb, Rogal and Hamilton Company Non-employee Directors Stock Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.10 to the Registrant's Form 10-K for the year ended December 31, 1998) 10.13 Hilb, Rogal and Hamilton Company Amended and Restated Executive Voluntary Deferral Plan** 10.14 Voting and Standstill Agreement dated as of May 3, 1999 made by and among the Registrant, PM Holdings, Inc. and Phoenix Home Life Mutual Insurance Company (incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-Q for the quarter ended March 31, 1999, File No. 0-15981) 10.15 Registration Rights Agreement dated as of May 3, 1999 made between the Registrant, PM Holdings, Inc. and Phoenix Home Life Mutual Insurance Company (incorporated by reference to Exhibit 10.6 to the Registrant's Form 10-Q for the quarter ended March 31, 1999, File No. 0-15981) 10.16 Sale and Quitclaim Agreement between Hilb, Rogal and Hamilton Company of Pittsburgh, Inc. and Harold J. Bigler, Chandler G. Ketchum and Richard F. Galardini (incorporated by reference to Exhibit 10.11 to the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981) 10.17 Form of Change of Control Employment Agreement for the following executive officers: Andrew L. Rogal, Timothy J. Korman, Martin L. Vaughan, III, Carolyn Jones, Walter L. Smith, Vincent P. Howley, Henry C. Kramer, Robert J. Hilb and Robert W. Blanton, Jr. (incorporated by reference to Exhibit 10.12 to the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981) 10.18 Form of Change of Control Employment Agreement for the following executive officers: John P. McGrath, Richard E. Simmons, III, William C. Chaufty, Steven C. Deal, Michael A. Janes, Robert B. Lockhart, Benjamin A. Tyler, Karl E. Manke and Richard F. Galardini (incorporated by reference to Exhibit 10.13 to the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981) 10.19 Employment Agreement of John P. McGrath (incorporated by reference to Exhibit 10.19 to the Registrant's Form 10-K for the year ended December 31, 1999, File No. 0-15981) 10.20 Employment Agreement of Richard F. Galardini (incorporated by reference to Exhibit 10.15 to the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981) 10.21 Employment Agreement of Michael A. Janes (incorporated by reference to Exhibit 10.16 to the Registrant's Form 10-K for the year ended December 31, 1998, File No. 0-15981) 10.22 Employment Agreement of Timothy J. Korman as amended by Amendment Number One, Amendment Number Two and Amendment Number Three, dated September 1, 1991, September 1, 1993 and January 1, 1995, respectively (incorporated by reference to Exhibit 10.22 to the Registrant's Form 10-K for the year ended December 31, 1999, File No. 0-15981) 10.23 Form of Hilb, Rogal and Hamilton Employee Non-qualified Stock Option Agreement with schedule of optionees and amounts of options granted (incorporated by reference to Exhibit 10.23 to the Registrant's Form 10-K for the year ended December 31, 1999, File No. 0-15981) 10.24 Form of Hilb, Rogal and Hamilton 2000 Restricted Stock Agreement with schedule of grantees and amounts of restricted stock granted (incorporated by reference to Exhibit 10.24 to the Registrant's Form 10-K for the year ended December 31, 1999, File No. 0-15981) 10.25 Hilb, Rogal and Hamilton Company 2000 Stock Incentive Plan (incorporated by reference to Exhibit A of the Registrant's definitive Proxy Statement for the Annual Meeting of Shareholders held on May 2, 2000) 10.26 First Amendment to Credit Agreement and Waiver, dated March, 2000 between the Registrant and First Union National Bank, PNC Bank, Bank of America, N.A., Fleet National Bank and Crestar Bank (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended June 30, 2000, File No. 0-15981) 10.27 Second Amendment to Credit Agreement, dated June 27, 2000 between the Registrant and First Union National Bank, PNC Bank, Bank of America, N.A., Fleet National Bank and SunTrust Bank (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended June 30, 2000, File No. 0-15981) 10.28 Third Amendment to Credit Agreement, dated December 22, 2000 between the Registrant and First Union National Bank, PNC Bank, Bank of America, N.A., Fleet National Bank and SunTrust Bank** 21.1 Subsidiaries of the Registrant* 23.1 Consent of Williams, Mullen, Clark & Dobbins (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP** 23.3 Consent of PricewaterhouseCoopers LLP** 24.1 Powers of attorney (included on signature page)* ____________ * Previously filed. ** Filed herewith. EX-10 2 0002.txt EXHIBIT 10.11 EXHIBIT 10.11 Hilb, Rogal and Hamilton Company Amended and Restated Outside Directors Deferral Plan Effective April 1, 1998 Amended and Restated February 2, 1999 & November 13, 2000
TABLE OF CONTENTS ----------------- Page ARTICLE I Definition of Terms...............................................................1 1.1 Account........................................................................1 1.2 Administrator..................................................................1 1.3 Affiliate......................................................................1 1.4 Beneficiary....................................................................1 1.5 Benefit Commencement Date......................................................1 1.6 Board..........................................................................2 1.7 Code...........................................................................2 1.8 Compensation...................................................................2 1.9 Corporation....................................................................2 1.10 Death Benefit.................................................................2 1.11 Deferral Amount...............................................................2 1.12 Deferral Benefit..............................................................2 1.13 Deferral Contributions........................................................2 1.14 Deferral Year.................................................................2 1.15 Deferral Election.............................................................2 1.16 Deferred Cash Account.........................................................2 1.17 Deferred Stock Unit...........................................................3 1.18 Deferred Stock Unit Account...................................................3 1.19 Director......................................................................3 1.20 Effective Date................................................................3 1.21 Eligible Director.............................................................3 1.22 Former Plan...................................................................3 1.23 Participant...................................................................3 1.24 Plan..........................................................................3 1.25 Plan Year.....................................................................3 1.26 Rate of Return................................................................4 1.27 Short Plan Year...............................................................4 ARTICLE II - Eligibility and Participation..................................................4 2.1 Eligibility....................................................................4 2.2 Notice and Election Regarding Active Participation.............................4 2.3 Commencement of Active Participation...........................................4 2.4 Length of Participation........................................................4 ARTICLE III Determination of Deferral.......................................................5 3.1 Deferral Benefit...............................................................5 -i- Page 3.2 Transition Credits.............................................................5 3.3 Deferral Election..............................................................5 3.4 Subtractions from Deferred Cash Account and Deferred Stock Unit Account........6 3.5 Crediting of Interest to Deferred Cash Account.................................7 3.6 Equitable Adjustment in Case of Error or Omission..............................7 3.7 Statement of Benefits..........................................................7 ARTICLE IV Accounts and Investments.........................................................7 4.1 Accounts.......................................................................7 4.2 Deferred Stock Units..........................................................7 4.3 Hypothetical Nature of Accounts and Investments................................8 ARTICLE V Vesting...........................................................................8 5.1 Vesting........................................................................8 ARTICLE VI Death Benefits...................................................................9 6.1 Pre-Benefit Commencement Date Death Benefit....................................9 6.2 Post-Benefit Commencement Date Death Benefit...................................9 ARTICLE VII Payment of Benefits.............................................................9 7.1 Payment of Deferral Benefit....................................................9 7.2 Payment of Death Benefit.......................................................9 7.3 Form of Payment of Deferral Benefit............................................9 7.4 Benefit Determination and Payment Procedure...................................10 7.5 Payments to Minors and Incompetents...........................................10 7.6 Distribution of Benefit When Distributee Cannot Be Located....................10 ARTICLE VIII Beneficiary Designation.......................................................10 8.1 Beneficiary Designation.......................................................10 ARTICLE IX Withdrawals.....................................................................11 9.1 No Withdrawals Permitted......................................................11 9.2 Hardship Exemption............................................................11 ARTICLE X Funding..........................................................................11 10.1 Funding......................................................................11 -ii- ARTICLE XI Change of Control...............................................................12 11.1 Change of Control............................................................12 11.2 Effect of Change of Control..................................................14 ARTICLE XII Plan Administrator.............................................................15 12.1 Appointment of Administrator.................................................15 12.2 Duties and Responsibilities of Plan Administrator............................15 ARTICLE XIII Amendment or Termination of Plan..............................................15 13.1 Amendment or Termination of the Plan.........................................15 ARTICLE XIV Miscellaneous..................................................................16 14.1 Non-assignability............................................................16 14.2 Notices and Elections........................................................16 14.3 Delegation of Authority......................................................16 14.4 Service of Process...........................................................16 14.5 Governing Law................................................................16 14.6 Binding Effect...............................................................16 14.7 Severability.................................................................16 14.8 Gender and Number............................................................16 14.9 Titles and Captions..........................................................16
Hilb, Rogal and Hamilton Company Amended and Restated Outside Directors Deferral Plan Effective January 1, 1995, the Board of Directors of Hilb, Rogal and Hamilton Company (the "Corporation") adopted the Outside Directors Deferral Plan, under which non-employee directors of the Corporation had the opportunity to defer receipt of certain compensation until retirement or departure from the Board. The Board of Directors determined it to be in the best interests of the Corporation to allow non-employee directors of the Corporation to continue to have the opportunity to defer receipt of certain compensation until retirement or departure from the Board provided that the deferred amounts are aligned with the interests of the Corporation by being tied to the performance of the Corporation's common stock. Effective February 2, 1999, the Board of Directors has determined it to be in the best interests of the Corporation to make certain amendments to the Outside Directors Deferral Plan. Therefore, the Board of Directors believes it to be in the best interest of the Corporation to amend and restate the Outside Directors Deferral Plan for such purposes. Pursuant to action taken by the Board of Directors, the Hilb, Rogal and Hamilton Company Amended and Restated Outside Directors Deferral Plan (the "Plan") is amended and restated in its entirety as follows: ARTICLE I Definition of Terms ------------------- The following words and terms as used in this Plan shall have the meaning set forth below, unless a different meaning is clearly required by the context: 1.1 "Account": A bookkeeping account established for a Participant under Article IV hereof. 1.2 "Administrator": The Compensation Committee of the Board is the Plan Administrator unless responsibility is delegated as provided for in Article XII hereof. 1.3 "Affiliate": Any subsidiary, parent, affiliate, or other related business entity to the Corporation. 1.4 "Beneficiary": The person or persons designated by a Participant or otherwise entitled pursuant to Section 8.1 to receive benefits under the Plan attributable to such Participant after the death of such Participant. 1.5 "Benefit Commencement Date": The date irrevocably elected by the Participant pursuant to Section 3.3, which date may not be later than the January 1 following the -1- Participant's 75th birthday. The same Benefit Commencement Date shall be required for all Deferral Contributions made and Deferral Benefits attributable to a Deferral Year. 1.6 "Board": The present and any succeeding Board of Directors of the Corporation, unless such term is used with respect to a particular Affiliate and its Directors, in which event it shall mean the present and any succeeding Board of Directors of that Affiliate. 1.7 "Code": The Internal Revenue Code of 1986, as the same may be amended from time to time. 1.8 "Compensation": Fees payable to a Participant for service as a member of the Board, including (i) annual retainer fee ("Retainer") and (ii) meeting or committee fees (collectively referred to as "Additional Fees") paid by the Corporation to an Eligible Director, but excluding any such compensation deferred from a prior period, expense reimbursement and allowances and benefits not normally paid in cash to the Participant. 1.9 "Corporation": Hilb, Rogal and Hamilton Company, or any successor thereto. 1.10 "Death Benefit": The benefit with respect to a Participant due a Participant's Beneficiary, determined in accordance with Article VI hereof. 1.11 "Deferral Amount": With respect to each Plan Year, the sum of the Deferral Contributions of a Participant with respect to his Retainer and/or his Additional Fees to be paid during the Plan Year. 1.12 "Deferral Benefit": The balance in a Participant's Deferred Cash Account and Deferred Stock Unit Account. 1.13 "Deferral Contributions": That portion of a Participant's Compensation which is deferred under the Plan or which has been deferred under the Former Plan. 1.14 "Deferral Year": The Plan Year with respect to which a Deferral Contribution is made. For purposes hereof, a Deferral Contribution is considered made with respect to the Plan Year in which the amount would otherwise have been paid to the Participant. 1.15 "Deferral Election": An irrevocable election of a Deferral Amount in writing executed by the Eligible Director or Participant and timely filed with the Administrator. 1.16 "Deferred Cash Account": An unfunded, bookkeeping account maintained on the books of the Corporation for a Participant which reflects his interest in amounts attributable to his Deferred Contributions under the Former Plan. The Deferred Cash Account of a Participant consists of his Deferral Contributions made under the Former Plan with respect to Compensation earned after December 31, 1994 and before April 1, 1998. Separate subdivisions -2- of the Deferred Cash Account shall continue to be maintained to reflect Deferral Contributions made and Deferral Benefits attributable with respect to each Deferral Year and within each Deferral Year, the Deferral Contributions and Deferral Benefits attributable to Deferral Contributions of Retainer and Deferral Contributions of Additional Fees. 1.17 "Deferred Stock Unit": A hypothetical share of the Corporation's common stock. 1.18 "Deferred Stock Unit Account": An unfunded, bookkeeping account maintained on the books of the Corporation for a Participant which reflects his interest in amounts attributable to his Deferred Contributions under the Plan. The Deferred Stock Unit Account of a Participant consists of his Deferral Contributions made under the Plan with respect to Compensation earned after April 1, 1998. Separate subdivisions of the Deferred Stock Unit Account shall be maintained to reflect Deferral Contributions made and Deferral Benefits attributable with respect to each Deferral Year and within each Deferral Year, the Deferral Contributions and Deferral Benefits attributable to Deferral Contributions of Retainer and Deferral Contributions of Additional Fees. 1.19 "Director": An individual who serves as a member of the Board. 1.20 "Effective Date": The Effective Date of the Plan is April 1, 1998. 1.21 "Eligible Director": A Director who is not an employee of the Corporation and who has not reached the age of 75 before the Deferral Year. 1.22 "Former Plan": The Hilb Rogal and Hamilton Company Outside Directors Deferral Plan effective January 1, 1995. 1.23 "Participant": An Eligible Director who elects to participate in the Plan, and further differentiated as follows: (i) "Active Participant": A Participant who has an election to make Deferral Contributions to the Plan in effect at the time in question. (ii) "Inactive Participant": A Participant who does not have an election to make Deferral Contributions to the Plan in effect at the time in question. 1.24 "Plan": This document, as contained herein or duly amended, which shall be known as the "Hilb, Rogal and Hamilton Amended and Restated Outside Directors Deferral Plan". 1.25 "Plan Year": The calendar year or any Short Plan Year. -3- 1.26 "Rate of Return": Nine percent (9%) for the 1995 through 1999 Deferral Years, and nine percent (9%) for Deferral Years after 1999 until, if ever, increased by the Compensation Committee. 1.27 "Short Plan Year": The remaining portion of the calendar year after the Effective Date of this Plan. ARTICLE II Eligibility and Participation ----------------------------- 2.1 Eligibility. Each Eligible Director shall be eligible to participate in the Plan and to defer Compensation hereunder for such Plan Year. 2.2 Notice and Election Regarding Active Participation. (a) The Administrator shall notify each Eligible Director within a reasonable period of time prior to the beginning of each Plan Year. (b) In order to become an Active Participant and to make Deferral Contributions with respect to a Plan Year, an Eligible Director must file with the Administrator a Deferral Election, as provided in Section 3.3 which is effective as of the first day of the Plan Year, such election must be filed by the date established by the Administrator, which date shall be no later than the December 31 preceding such Plan Year or the last day before the commencement of a Short Plan Year, whichever is applicable. (c) By executing and filing such election with the Administrator, an Eligible Director consents and agrees to the following: (i) To execute such applications and take such physical examinations and to supply truthfully and completely such information as may be requested by any health questionnaire provided by the Administrator; (ii) To be bound by all terms and conditions of the Former Plan, the Plan and all amendments thereto. 2.3 Commencement of Active Participation. An Eligible Director shall become an Active Participant with respect to a Plan Year only if he is expected to have Compensation during such Plan Year, and he timely files and has in effect a Deferral Election for such Plan Year. 2.4 Length of Participation. An individual who is or becomes a Participant shall be or remain an Active Participant as long as he has a Deferral Election in effect; and he shall be or -4- remain an Inactive Participant as long as he is entitled to future benefits under the terms of the Plan and is not considered an Active Participant. ARTICLE III Determination of Deferral ------------------------- 3.1 Deferral Benefit. For purposes hereof, a Participant's Deferral Benefit shall be the balance in his Deferred Cash Account and his Deferred Stock Unit Account at the time in question. 3.2 Transition Credits. Each Participant who has a balance standing to his credit in the Former Plan as of April 1, 1998, shall be permitted a one-time election, on or before April 1, 1998, to convert all or a portion of the balance standing to his credit in the Former Plan to Deferred Stock Units as of April 1, 1998. A Participant who elects to convert all or a portion of his Deferral Account (as defined in the Former Plan) in the Former Plan to Deferred Stock Units shall be credited with the number of Deferred Stock Units determined by dividing the portion of his Deferred Cash Account under the Former Plan on April 1, 1998 for which such election is made, by the Closing Price of the common stock of the Corporation on the date of the Participant's election. If the formula produces a fractional Deferred Stock Unit, then the fractional Deferred Stock shall be rounded off to the nearest thousandth and credited to the Participant. Once a Participant has made an election under this Section 3.2 to convert some or all of his Deferred Cash Account to Deferred Stock Units of the Corporation, the Corporation's rights and obligations, if any, with respect to the Deferred Stock Units will be governed by this Plan. 3.3 Deferral Election. (a) Subject to the restrictions and conditions hereinafter provided, a Participant may irrevocably elect, as a Deferral Contribution with respect to a Plan Year, to receive an amount of his Compensation which is specified by his Deferral Election for such Plan Year in the form of Deferred Stock Units. Any such election must be filed with the Administrator at the time required under Section 2.2(b). (b) The following conditions apply: (i) The maximum Deferral Contribution of Retainer with respect to any Participant for a Plan Year shall be one hundred percent (100%) of his Retainer for such Plan Year and such election shall be made in whole dollar amounts. A Participant who elects to receive his Retainer in Deferred Stock Units shall have credited to his Deferred Stock Unit Account as of the first day of each calendar quarter the number of Deferred Stock Units determined by dividing that portion of his accrued, deferred Retainer for the quarter (determined by dividing the amount of such Retainer previously selected by the Participant to be applied to the purchase of Deferred Stock Units by four) by the Closing Price as of the first day of such calendar quarter. -5- (ii) The maximum Deferral Contribution of Additional Fees with respect to any Participant for a Plan Year shall be one hundred percent (100%) of his Additional Fees for such Plan Year and such election shall be made in twenty-five percent (25%) increments. A Participant who elects to receive his Additional Fees in Deferred Stock Units shall have credited to his Deferred Stock Unit Account as of the day on which the Additional Fees are accrued the number of Deferred Stock Units determined by multiplying his accrued Additional Fees on said day by the percentage of such Additional Fees previously selected by the Participant to be applied to the purchase of Deferred Stock Units, and dividing the product thereof by the Closing Price as of the day on which the Additional Fees are accrued. (iii) A Participant who elects to defer one hundred percent (100%) of his Compensation shall receive additional Deferred Stock Units equal to thirty percent (30%) of said Participant's Compensation for the Plan Year. Such Deferred Stock Units shall be credited to the Participant in addition to the Deferred Stock Units received as a result of the election to defer the Retainer and Additional Fees in the manner provided by subsections (i) and (ii) above. (iv) A separate Deferral Election must be filed for each Plan Year. (v) Each Deferral Election shall be made on a form provided by the Administrator and shall specify the Deferral Amount and source of deferrals and such additional information as the Administrator may require. (vi) A Deferral Election must specify the period of payment. A Participant may elect to receive a lump sum payment or installment payments over periods of five, ten or fifteen years beginning on the January 1 after age 55, 60, 65, 70 or 75. (vii) A Participant shall have the option of postponing the elected Benefit Commencement Date of a Deferral Benefit specified in 3.3 (b) (vi) above by making an irrevocable election to roll over such Deferral Benefit at least one year before such Deferral Benefit is payable, provided that the Participant may not change his previous allocation of amounts to his Deferred Cash Account and Deferred Stock Unit Account at such time and provided that the Participant may not postpone the elected Benefit Commencement Date past the January 1 following the Participant's 75th birthday. A Participant shall make such election on a form designated by the Administrator. 3.4 Subtractions from Deferred Cash Account and Deferred Stock Unit Account. All distributions from a Participant's Deferred Cash Account and Deferred Stock Unit Account shall be subtracted when such distributions are made. -6- 3.5 Crediting of Interest to Deferred Cash Account. There shall be credited to each Participant's Deferred Cash Account an amount representing interest on the balance of such account. Under the Former Plan, the interest was credited as of the first day of the Deferral Year. Under this Plan, interest shall be credited as earned. Such interest shall be based on the applicable Rate of Return for the Deferral Year. 3.6 Equitable Adjustment in Case of Error or Omission. If an error or omission is discovered in the Deferred Cash Account and Deferred Stock Unit Account of a Participant, the Administrator shall make such equitable adjustment as the Administrator deems appropriate. 3.7 Statement of Benefits. Within a reasonable time after the end of the Plan Year and at the date a Participant's Deferral Benefit or Death Benefit becomes payable under the Plan, the Administrator shall provide to each Participant (or, if deceased, to his Beneficiary) a statement of the benefit under the Plan. ARTICLE IV Accounts and Investments ------------------------ 4.1 Accounts. A separate Account under the Plan shall be established for each Participant. Such Account shall be (a) credited with the amounts credited in accordance with Sections 3.2 and 3.3, (b) credited (or charged, as the case may be) with the investment results determined in accordance with Sections 4.2 and 4.3, and (c) charged with the amounts paid by the Plan to or on behalf of the Participant in accordance with Article VII. With each Participant's Account, separate subaccounts (including, as necessary, a Deferred Stock Unit Account and a Deferred Cash Account) shall be maintained to the extent that the Board determines them necessary or useful in the administration of the Plan. 4.2 Deferred Stock Units. Except as provided below, a Participant's Deferred Stock Unit Account shall be treated as if it were invested in Deferred Stock Units that are equivalent in value to the fair market value of the shares of the Corporation's common stock in accordance with the following rules: (a) Before the Benefit Commencement Date, the number of Deferred Stock Units credited to a Participant's Deferred Stock Unit Account shall be increased on each date on which a dividend is paid on the Corporation's common stock. The number of additional Deferred Stock Units credited to a Participant's Deferred Stock Unit Account as a result of such increase shall be determined by (i) multiplying the total number of Deferred Stock Units (with fractional Deferred Stock Units rounded off to the nearest thousandth) credited to the Participant's Deferred Stock Unit Account immediately before such increase by the amount of the dividend paid per share of the Corporation's common stock on the dividend payment date, and (ii) dividing the product so determined by the Closing Price on the dividend payment date. -7- (b) The dollar value of the Deferred Stock Units credited to a Participant's Deferred Stock Unit Account on any date shall be determined by multiplying the number of Deferred Stock Units (including fractional Deferred Stock Units) credited to the Participant's Deferred Stock Unit Account by the Closing Price on that date. (c) In the event of a transaction or event described in this subsection (c), the number of Deferred Stock Units credited to a Participant's Deferred Stock Unit Account shall be adjusted in such manner as the Board, in its sole discretion, deems equitable. A transaction or event is described in this subsection (c) if (i) it is a dividend (other than regular quarterly dividends) or other distribution (whether in the form of cash, shares, other securities, or other property), extraordinary cash dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, repurchase, or exchange of shares or other securities, the issuance or exercisability of stock purchase rights, the issuance of warrants or other rights to purchase shares or other securities, or other similar corporate transaction or event and (ii) the Board determines that such transaction or event affects the shares of the Corporation's common stock, such that an adjustment pursuant to this paragraph (c) is appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. (d) A Participant who elects to receive distribution of his Accounts in quarterly installments will not have his or her Deferred Stock Unit Account credited with Deferred Stock Units on or after the Benefit Commencement Date. (e) On the Benefit Commencement Date, the Deferred Stock Unit Account of a Participant who has elected to receive his Deferral Benefit in quarterly installments shall be converted to a Deferred Cash Account which shall accrue annual interest at the Rate of Return. 4.3 Hypothetical Nature of Accounts and Investments. Each Account established under this Article IV shall be maintained for bookkeeping purposes only. Neither the Plan nor any of the Accounts established under the Plan shall hold any actual funds or assets. The Deferred Stock Units established hereunder shall be used solely to determine the amounts to be paid hereunder, shall not represent an equity security of the Corporation, shall not be convertible into or otherwise entitle a Participant to acquire an equity security of the Corporation and shall not carry any voting or dividend rights. ARTICLE V Vesting ------- 5.1 Vesting. A Participant's Deferred Cash Account and Deferred Stock Unit Account shall be fully vested and non-forfeitable at all times. -8- ARTICLE VI Death Benefits -------------- 6.1 Pre-Benefit Commencement Date Death Benefit. In the event that a Participant dies prior to his Benefit Commencement Date, then the Participant's Deferred Stock Unit Account shall be converted to a Deferred Cash Account as of the first of January following the Participant's date of death, which Deferred Cash Account shall accrue annual interest thereafter at the Rate of Return to the extent not paid out in a lump sum pursuant to the Participant's election form. If the Participant has not reached age 65 at the time of the Participant's death, the Beneficiary of such Participant shall be entitled to receive as a Death Benefit an amount equal to the Deferral Benefit as of the Benefit Commencement Date that the Participant would have received had the Participant lived to received the full Deferral Benefit. If the Participant is age 65 or older at the time of the Participant's death, the Beneficiary of such Participant shall be entitled to receive as a Death Benefit an amount equal to the Deferral Benefit as of the first of January following the Participant's date of death. This Death Benefit shall be paid pursuant to the Participant's election form except that the payment shall be made, or begin, on the first of January after the Participant's date of death. 6.2 Post-Benefit Commencement Date Death Benefit. In the event that a Participant dies after his Benefit Commencement Date, then the Beneficiary of such participant shall be entitled to receive as a Death Benefit a continuation of the payment of the Deferral Benefit in the same manner and in the same amount that the Participant would have received had the Participant lived to receive the Deferral Benefit. ARTICLE VII Payment of Benefits ------------------- 7.1 Payment of Deferral Benefit. A Participant's Deferral Benefit, if any, shall become payable to the Participant as of the Benefit Commencement Date specified in his Deferral Election or as soon thereafter as is administratively practical. If the Participant has elected to receive the Deferral Benefit in quarterly installments, each of the Participant's quarterly installment payments shall be comprised of accrued interest, if any, and that portion of the Participant's Deferral Benefit equal to the balance in the Participant's Deferred Cash Account divided by the number of remaining annual installment payments to be made to the Participant. 7.2 Payment of Death Benefit. A Participant's pre-commencement Death Benefit shall be payable to his Beneficiary as set forth in Article VI. A Participant's post-commencement Death Benefit shall be paid in installments payable quarterly over the period irrevocably elected by the Participant pursuant to his Deferral Election. 7.3 Form of Payment of Deferral Benefit. A Participant shall be paid his Deferral Benefit beginning at the Benefit Commencement Date in a lump sum or in periodic installment -9- payments payable quarterly over a period of five, ten, or fifteen years as irrevocably elected by the Participant pursuant to Section 3.3. 7.4 Benefit Determination and Payment Procedure. The Administrator shall make all determinations concerning eligibility for benefits under the Plan, the time or terms of payment, and the form or manner of payment to the Participant or the Participant's Beneficiary, in the event of the death of the Participant. The Administrator shall promptly notify the Corporation of each such determination that benefit payments are due and provide to the Corporation all other information necessary to allow the Corporation to carry out said determination, whereupon the Corporation shall pay such benefits in accordance with the Administrator's determination. 7.5 Payments to Minors and Incompetents. If a Participant or Beneficiary entitled to receive any benefits hereunder is a minor or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, or is deemed so by the Administrator, benefits will be paid to such person as the Administrator may designate for the benefit of such Participant or Beneficiary. Such payments shall be considered a payment to such Participant or Beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under the Plan. 7.6 Distribution of Benefit When Distributee Cannot Be Located. The Administrator shall make all reasonable attempts to determine the identity and/or whereabouts of a Participant or a Participant's Beneficiary entitled to benefits under the Plan, including the mailing by certified mail of a notice to the last known address shown on the Corporation's or the Administrator's records. If the Administrator is unable to locate such a person entitled to benefits hereunder, or if there has been no claim made for such benefits, the Corporation shall continue to hold the benefit due such person, subject to any applicable statute of escheats. ARTICLE VIII Beneficiary Designation ----------------------- 8.1 Beneficiary Designation. (a) A Participant may designate a Beneficiary as part of his Deferral Election. Any Beneficiary designation made hereunder shall be effective only if properly signed and dated by the Participant and delivered to the Administrator prior to the time of the Participant's death. Any Beneficiary designation hereunder shall remain effective until changed or revoked hereunder. (b) A Beneficiary designation may be changed by the Participant at any time, or from time to time, by filing a new designation in writing with the Administrator. -10- (c) If the Participant dies without having designated a Beneficiary, or if the Beneficiary so designated has predeceased him, then his estate shall be deemed to be his Beneficiary. (e) If a Beneficiary of the Participant shall survive the Participant but shall die before the Participant's entire benefit under the Plan has been distributed, then the unpaid balance thereof shall be distributed to any other beneficiary named by the deceased Beneficiary to receive his interest or, if none, to the estate of the deceased Beneficiary. ARTICLE IX Withdrawals ----------- 9.1 No Withdrawals Permitted. No withdrawals or other distributions shall be permitted from the Deferred Cash Account and Deferred Stock Unit Account except as provided in Article VII. 9.2 Hardship Exemption. (a) A distribution of a portion of the Participant's Deferral Account because of an Unforeseeable Emergency will be permitted only to the extent required by the Participant to satisfy the emergency need. Whether an Unforeseeable Emergency has occurred will be determined solely by the Administrator. Distributions in the event of an Unforeseeable Emergency may be made by and with the approval of the Administrator upon written request by a Participant. (b) An "Unforeseeable Emergency" is defined as a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant's control. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but, in any event, any distribution under this Section 9.2 shall not exceed the remaining amount required by the Participant to resolve the hardship after (i) reimbursement or compensation through insurance or otherwise, (ii) obtaining liquidation of the Participant's assets, to the extent such liquidation would not itself cause a severe financial hardship, or (iii) suspension of deferrals under the Plan. ARTICLE X Funding ------- 10.1 Funding. (a) All Plan Participants and Beneficiaries are general unsecured creditors of the Corporation with respect to the benefits due hereunder and the Plan constitutes a mere promise -11- by the Corporation to make benefit payments in the future. It is the intention of the Corporation that the Plan be considered unfunded for tax purposes. (b) The Corporation may, but is not required to, purchase life insurance in amounts sufficient to provide some or all of the benefits provided under this Plan or may otherwise segregate assets for such purpose. (c) The Corporation may, but is not required to, establish a grantor trust which may be used to hold assets of the Corporation which are maintained as reserves against the Corporation's unfunded, unsecured obligations hereunder. Such reserves shall at all times be subject to the claims of the Corporation's creditors. To the extent such trust or other vehicle is established, and assets contributed, for the purpose of fulfilling the Corporation's obligation hereunder, then such obligation of the Corporation shall be reduced to the extent such assets are utilized to meet its obligations hereunder. Any such trust and the assets held thereunder are intended to conform in substance to the terms of the model trust described in Revenue Procedure 92-64. ARTICLE XI Change of Control ----------------- 11.1 Change of Control. A "Change of Control" shall mean (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (i) the then outstanding shares of common stock of the Corporation (the "Outstanding Corporation Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Outstanding Corporation Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section; or (b) Individuals who, as of February 2, 1999, constitute the Board "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to February 2, 1999 whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though -12- such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (d) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation. Notwithstanding the foregoing, for purposes of subsection (a) of this Section, a Change of Control shall not be deemed to have taken place if, as a result of an acquisition by the Corporation which reduces the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities, the beneficial ownership of a Person increases to 25% or more of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities; provided, however, that if a Person shall become the beneficial owner of 25% or more of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities by reason of share purchases by the Corporation and, after such share purchases by the Corporation, such Person becomes the beneficial owner of any additional shares of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Stock through any means -13- except an acquisition directly from the Company, for purposes of subsection (a) of this Section, a Change of Control shall be deemed to have taken place. 11.2 Effect of Change of Control. (a) Upon a Change of Control, the Corporation shall establish, if one has not been established, a grantor trust, as described in Section 10(c), and shall contribute to such trust, within seven (7) days of the Change of Control, and within thirty (30) days of the end of each Plan year thereafter, a lump-sum payment equal to the difference between the aggregate value of all Participants' Accounts and the value of the assets of the trust on the date of the Change of Control or end of the Plan year. (b) Notwithstanding any other provision in any other Article of this Plan to the contrary, in the event Participant ceases to serve as a Director of the Corporation or an entity in control of the Corporation within three (3) years following a Change of Control, other than on account of the Participant's death, the value of such Participant's Account as of the date he ceases to serve as a Director shall be paid to Participant in a lump-sum cash payment no later than thirty (30) days after the date Participant ceases to serve as a Director. (c) Upon a Change of Control, each Participant may make an irrevocable election within ninety (90) days after the Change of Control to convert all or part of the balance in his Deferred Stock Unit Account to a Deferred Cash Account effective as of the Change of Control date. For purposes of this conversion, the value of a Deferred Stock Unit held in a Participant's Account at the time of the Change of Control shall be computed as the greater of (1) the Closing Price on or nearest the date on which the Change of Control is deemed to occur or (2) the highest price per share for shares of the Corporation's common stock actually paid in connection with the Change of Control. The amount converted shall be combined with the Participant's existing Deferred Cash Account and shall accrue interest at the Rate of Return. (d) If a Change of Control results from a merger, consolidation or other reorganization in which the Corporation is not the surviving parent corporation and the Participant does not elect to convert all of his Deferred Stock Unit Account into a Deferred Cash Account, as permitted by Section 11(c), the Participant's Deferred Stock Unit Account shall be converted into Deferred Stock Units of the parent corporation that are equivalent in value to Deferred Stock Account. The number of the parent corporation shares credited to Participant's Account shall be the greater of (1) the amount determined by dividing the value of the Participant's Deferred Stock Unit Account at the time of the Change of Control determined under Section 11(c) by the Closing Price of the acquiring corporation's stock on the Change of Control date or (2) the number of shares determined by applying the conversion ratio used to determine the number of shares of the acquiring parent corporation stock received by the holders of common stock of the Corporation in the merger, consolidation or other reorganization causing the Change of Control. -14- ARTICLE XII Plan Administrator ------------------ 12.1 Appointment of Administrator. (a) The Compensation Committee may appoint one or more persons to serve as the Plan Administrator (the "Administrator") for the purpose of administering the Plan. In the event more than one person is appointed, the persons shall form a committee for the purpose of functioning as the Administrator of the Plan. The person or committeemen serving as Administrator shall serve for indefinite terms at the pleasure of the Compensation Committee, and may, by thirty (30) days prior written notice to the Compensation Committee, terminate such appointment. 12.2 Duties and Responsibilities of Plan Administrator. (a) The Administrator shall maintain and retain necessary records regarding its administration of the Plan. (b) The Administrator is empowered to settle claims against the Plan and to make such equitable adjustments in a Participant's or Beneficiary's rights or entitlements under the Plan as it deems appropriate in the event an error or omission is discovered or claimed in the operation or administration of the Plan. (c) The Administrator may construe the Plan, correct defects, supply omissions or reconcile inconsistencies to the extent necessary to effectuate the Plan, and such action shall be conclusive. ARTICLE XIII Amendment or Termination of Plan -------------------------------- 13.1 Amendment or Termination of the Plan. The Plan may be terminated or amended at any time by the Board, effective as of any date specified. Any such action taken by the Board shall be evidenced by a resolution and shall be communicated to Participants and Beneficiaries prior to the effective date thereof. No amendment or termination shall decrease a Participant's Deferral Benefit accrued prior to the effective date of the amendment or termination. The Board reserves the right to unilaterally shorten the deferral period of any Participant hereunder in its sole discretion if, in its sole discretion, it determines that to do so will be fair and equitable to the Participant. -15- ARTICLE XIV Miscellaneous ------------- 14.1 Non-assignability. The interests of each Participant under the Plan are not subject to claims of the Participant's creditors; and neither the Participant nor his Beneficiary shall have any right to sell, assign, transfer or otherwise convey the right to receive any payments hereunder or any interest under the Plan, which payments and interest are expressly declared to be non-assignable and non-transferable. 14.2 Notices and Elections. All notices required to be given in writing and all elections required to be made in writing under any provision of the Plan shall be invalid unless made on such forms as may be provided or approved by the Administrator and, in the case of a notice or election by a Participant or Beneficiary, unless executed by the Participant or Beneficiary giving such notice or making such election. Notices and elections shall be deemed given or made when received by any member of the committee that serves as Administrator. 14.3 Delegation of Authority. Whenever the Corporation is permitted or required to perform any act, such act may be performed by its Chief Executive Officer or President or other person duly authorized by its Chief Executive Officer or President or its Board. 14.4 Service of Process. The Administrator shall be the agent for service of process on the Plan. 14.5 Governing Law. The Plan shall be construed, enforced and administered in accordance with the laws of the Commonwealth of Virginia. 14.6 Binding Effect. The Plan shall be binding upon and inure to the benefit of the Corporation, its successors and assigns, and the Participant and his heirs, executors, administrators and legal representatives. 14.7 Severability. If any provision of the Plan should for any reason be declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect. 14.8 Gender and Number. In the construction of the Plan, the masculine shall include the feminine or neuter and the singular shall include the plural and vice-versa in all cases where such meanings would be appropriate. 14.9 Titles and Captions. Titles and captions and headings herein have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof. -16- EX-10 3 0003.txt EXHIBIT 10.13 EXHIBIT 10.13 HILB, ROGAL AND HAMILTON COMPANY Amended and Restated Executive Voluntary Deferral Plan Effective January 1, 2000 Amended and Restated November 13, 2000 TABLE OF CONTENTS
Page ---- ARTICLE I Definition of Terms..........................................................1 1.1 Account........................................................................1 1.2 Administrator..................................................................1 1.3 Affiliate......................................................................1 1.4 Beneficiary....................................................................1 1.5 Benefit Commencement Date......................................................1 1.6 Board..........................................................................1 1.7 Bonus..........................................................................1 1.8 Code...........................................................................1 1.9 Committee......................................................................2 1.10 Corporation....................................................................2 1.11 Death Benefit..................................................................2 1.12 Deferral Amount................................................................2 1.13 Deferral Benefit...............................................................2 1.14 Deferral Contribution..........................................................2 1.15 Deferral Contribution Date.....................................................2 1.16 Deferral Election..............................................................2 1.17 Deferred Cash Account..........................................................2 1.18 Deferred Stock Unit............................................................2 1.19 Deferred Stock Unit Account....................................................2 1.20 Disabled and Disability........................................................2 1.21 Effective Date.................................................................2 1.22 Eligible Executive.............................................................3 1.23 First Plan Year................................................................3 1.24 Participant....................................................................3 1.25 Plan ......................................................................3 1.26 Plan Year......................................................................3 1.27 Rate of Return.................................................................3 1.28 Retirement.....................................................................3 1.29 Salary ......................................................................3 ARTICLE II Eligibility and Participation...............................................3 2.1 Eligibility....................................................................3 2.2 Participation..................................................................3 2.3 Commencement of Active Participation...........................................4 2.4 Length of Participation........................................................4 ARTICLE III Determination of Deferral..................................................4 3.1 Deferral Benefit...............................................................4 3.2 Deferral Election..............................................................4 -i- TABLE OF CONTENTS Page ---- 3.3 Subtractions from Deferred Cash Account and Deferred Stock Unit Account........6 3.4 Crediting of Interest to Deferred Cash Account.................................6 3.5 Equitable Adjustment in Case of Error or Omission..............................6 3.6 Statement of Benefits..........................................................6 ARTICLE IV Accounts and Investments....................................................6 4.1 Accounts.......................................................................6 4.2 Deferred Stock Units..........................................................6 4.3 Hypothetical Nature of Accounts and Investments................................7 ARTICLE V Vesting......................................................................8 5.1 Vesting........................................................................8 ARTICLE VI Death Benefits...............................................................8 6.1 Pre-Benefit Commencement Date Death Benefit....................................8 6.2 Post-Benefit Commencement Date Death Benefit...................................8 ARTICLE VII Payment of Benefits........................................................8 7.1 Payment of Deferral Benefit....................................................8 7.2 Payment of Death Benefit.......................................................8 7.3 Form of Payment of Deferral Benefit............................................8 7.4 Benefit Determination and Payment Procedure....................................9 7.5 Payments to Minors and Incompetents............................................9 7.6 Distribution of Benefit When Distributee Cannot Be Located.....................9 7.7 Deferral Benefit Upon Disability or Retirement.................................9 ARTICLE VIII Beneficiary Designation..................................................10 8.1 Beneficiary Designation.......................................................10 ARTICLE IX Withdrawals................................................................10 9.1 No Withdrawals Permitted......................................................10 9.2 Hardship Exemption............................................................10 ARTICLE X Funding.....................................................................11 10.1 Funding.......................................................................11 ARTICLE XI Change of Control..........................................................12 11.1 Change of Control.............................................................12 11.2 Effect of Change of Control...................................................13 -ii- TABLE OF CONTENTS Page ---- ARTICLE XII Plan Administrator........................................................14 12.1 Appointment of Administrator..................................................14 12.2 Duties and Responsibilities of Plan Administrator.............................14 12.3 Claims Procedures.............................................................14 ARTICLE XIII Amendment or Termination of Plan.........................................15 13.1 Amendment or Termination of the Plan..........................................15 ARTICLE XIV Miscellaneous.............................................................16 14.1 Non-assignability.............................................................16 14.2 Notices and Elections.........................................................16 14.3 Delegation of Authority.......................................................16 14.4 Service of Process............................................................16 14.5 Governing Law.................................................................16 14.6 Binding Effect................................................................16 14.7 Severability..................................................................16 14.8 Gender and Number.............................................................16 14.9 Titles and Captions...........................................................17
-iii- Hilb, Rogal and Hamilton Company Executive Voluntary Deferral Plan The Board of Directors is of the opinion that it is in the best interests of Hilb, Rogal and Hamilton Company (the "Corporation") to provide certain key executives an opportunity to defer, on a pre-tax basis a portion of their compensation, as well as an opportunity for such key executives to align their interests with the Corporation by being tied to the performance of the Corporation's common stock. Pursuant to action taken by the Compensation Committee of the Board of Directors, the following Hilb, Rogal and Hamilton Company Executive Voluntary Deferral Plan (the "Plan") is hereby adopted. ARTICLE I Definition of Terms The following words and terms as used in this Plan shall have the meaning set forth below, unless a different meaning is clearly required by the context: 1.1 Account: A bookkeeping account established for a Participant under Article IV hereof. 1.2 Administrator: The Committee or its designee is the Plan Administrator. 1.3 Affiliate: Any subsidiary, parent, affiliate, or other related business entity to the Corporation. 1.4 Beneficiary: The person or persons designated by a Participant or otherwise entitled pursuant to Section 8.1 to receive benefits under the Plan attributable to such Participant after the death of such Participant. 1.5 Benefit Commencement Date: The date irrevocably elected by the Participant pursuant to Section 3.2, which date may not be later than the Participant's 75th birthday. The same Benefit Commencement Date shall be required for all Deferral Contributions made and Deferral Benefits attributable to a Plan Year. 1.6 Board: The present and any succeeding Board of Directors of the Corporation, unless such term is used with respect to a particular Affiliate and its Directors, in which event it shall mean the present and any succeeding Board of Directors of that Affiliate. 1.7 Bonus: Compensation paid to a Participant for services rendered to the Corporation, which is designated as a "bonus" by the Committee and which shall include without limitation any pre-tax or sub-goal bonuses. 1.8 Code: The Internal Revenue Code of 1986, as the same may be amended from time to time. 1.9 Committee: The Compensation Committee of the Board. 1.10 Corporation: Hilb, Rogal and Hamilton Company or any successor thereto. 1.11 Death Benefit: The benefit with respect to a Participant due a Participant's Beneficiary, determined in accordance with Article VI hereof. 1.12 Deferral Amount: With respect to each Plan Year, the sum of the Deferral Contributions of a Participant with respect to his Salary and Bonus to be paid during the Plan Year. 1.13 Deferral Benefit: The balance in a Participant's Deferred Cash Account and Deferred Stock Unit Account. 1.14 Deferral Contribution: The portion of a Participant's Salary and Bonus, which is deferred under the Plan. 1.15 Deferral Contribution Date: The Date, set by the Administrator, on which a Deferral Contribution is credited to a Participant's Deferred Cash Account or Deferred Stock Unit Account in accordance with Section 3.2. 1.16 Deferral Election: An irrevocable election of a Deferral Amount in writing executed by the Eligible Executive or Participant and timely filed with the Administrator. 1.17 Deferred Cash Account: An unfunded, bookkeeping account maintained on the books of the Corporation for a Participant, which reflects the Participant's Deferral Contributions made under the Plan. Separate subdivisions of the Deferred Cash Account shall continue to be maintained to reflect Deferral Contributions made and Deferral Benefits attributable with respect to each Plan Year. 1.18 Deferred Stock Unit: A hypothetical share of the Corporation's common stock. 1.19 Deferred Stock Unit Account: An unfunded, bookkeeping account maintained on the books of the Corporation for a Participant, which reflects his interest in amounts attributable to his Deferred Contributions under the Plan. Separate subdivisions of the Deferred Stock Unit Account shall be maintained to reflect Deferral Contributions made and Deferral Benefits attributable with respect to each Plan Year and within each Plan Year, the Deferral Contributions and Deferral Benefits attributable to Deferral Contributions of Bonus and Deferral Premiums. 1.20 Disabled and Disability: These terms shall have the meanings assigned to such terms in the Company's Long-Term Disability Plan, as amended from time to time. 1.21 Effective Date: The Effective Date of the Plan is January 1, 2000. -2- 1.22 Eligible Executive: An executive who has the rank of President or higher of a subsidiary of the Company or a member of the executive group of the Company. 1.23 First Plan Year: The Plan Year commencing February 1, 2000. 1.24 Participant: An Eligible Executive who elects to participate in the Plan, and further differentiated as follows: (i) "Active Participant": A Participant who has an election to make Deferral Contributions to the Plan in effect at the time in question. (ii) "Inactive Participant": A Participant who does not have an election to make Deferral Contributions to the Plan in effect at the time in question. 1.25 Plan: This document, as contained herein or duly amended, which shall be known as the "Hilb, Rogal and Hamilton Company Executive Voluntary Deferral Plan". 1.26 Plan Year: The calendar year during which a Participant's Bonus is earned. 1.27 Rate of Return: Seven percent (7%) until, if ever, increased by the Compensation Committee. 1.28 Retirement: A Participant's termination of employment with the Company (i) at or after age 65 or (ii) at or after age 55 so long as the Participant has been employed with the Company for at least ten years. 1.29 Salary: Compensation paid to a Participant for services rendered to the Corporation, excluding that amount which is designated as a "bonus" by the Committee. ARTICLE II Eligibility and Participation ----------------------------- 2.1 Eligibility. Each Eligible Executive shall be eligible to participate in the Plan and to defer Salary and Bonus for such Plan Year as provided in this Plan. Any questions as to whether an executive is employed at the level of President or higher of a subsidiary of the Company or is a member of the executive group of the Company shall be determined by the Administrator, in its sole discretion, in accordance with Company policy, if any, on such matters. 2.2 Participation. (a) In order to become an Active Participant and to make Deferral Contributions with respect to a Plan Year, an Eligible Executive must file with the Administrator a Deferral Election, in accordance with the terms and conditions set forth in Section 3.2. For the First Plan Year, such Deferral Election must be filed no later than January 31, 2000. With respect to all Plan Years other than the First Plan Year, such Deferral Election must be filed no later than the -3- December 31 preceding such Plan Year or at such earlier time as may be set by the Committee in its sole discretion. (b) By executing and filing such election with the Administrator, an Eligible Executive consents and agrees to the following: (i) To execute such applications and take such physical examinations and to supply truthfully and completely such information as may be requested by any health questionnaire provided by the Administrator; (ii) To be bound by all terms and conditions of the Plan and all amendments thereto. 2.3 Commencement of Active Participation. An Eligible Executive shall become an Active Participant with respect to a Plan Year only if he is expected to have Salary and Bonus during such Plan Year, and he timely files and has in effect a Deferral Election for such Plan Year. 2.4 Length of Participation. An individual who is or becomes a Participant shall be or remain an Active Participant as long as he has a Deferral Election in effect; and he shall be or remain an Inactive Participant as long as he is entitled to future benefits under the terms of the Plan and is not considered an Active Participant. ARTICLE III Determination of Deferral ------------------------- 3.1 Deferral Benefit. For purposes hereof, a Participant's Deferral Benefit shall be the balance in his Deferred Cash Account and his Deferred Stock Unit Account at the time in question. 3.2 Deferral Election. (a) Subject to the restrictions and conditions hereinafter provided, a Participant may irrevocably elect, as a Deferral Contribution with respect to a Plan Year, to defer part of the Participant's Salary, plus part or all of the Participant's Bonus for a given Plan Year, which is specified in his Deferral Election for such Plan Year in accordance with the conditions set forth in this Section 3.2. Any such Deferral Election must be filed with the Administrator at the time required under Section 2.2(a). (b) The following conditions apply: (i) The maximum Deferral Contribution with respect to any Participant for a Plan Year shall be fifty percent (50%) of his Salary and one hundred percent (100%) of his Bonus for such Plan Year, and such election shall be expressed by the Participant's indication of (x) the excess of a dollar level, (y) a stated percentage, or (z) a stated -4- percentage of the excess of a dollar level of the Participant's Salary and Bonus for a given Plan Year. (ii) On such election form, the Participant shall indicate how the Deferral Contribution is to be allocated between the Participant's Deferred Cash Account and the Participant's Deferred Stock Unit Account. To the extent that a Participant elects to defer amounts into his Deferred Cash Account, the Participant's Deferred Cash Account shall be credited with the dollar amount of the Deferral Contribution allocated to such Account either (i) as of the day on which the Salary and/or Bonus would otherwise be paid to the Participant if such day is a Deferral Contribution Date, or (ii) if such day on which the Salary and/or Bonus would otherwise be paid is not a Deferral Contribution Date, then as of the next occurring Deferral Contribution Date. To the extent that a Participant elects to defer amounts into his Deferred Stock Unit Account, the Participant's Deferred Stock Unit Account shall be credited with that number of Deferred Stock Units determined by dividing the dollar amount of the Participant's Deferral Contribution to the Deferred Stock Unit Account by the Closing Price either (i) as of the day on which the Salary and/or Bonus would otherwise be paid to the Participant if such day is a Deferral Contribution Date; or (ii) if such day on which the Salary and/or Bonus would otherwise be paid is not a Deferral Contribution Date, then as of the next occurring Deferral Contribution Date. (iii) A separate Deferral Election must be filed for each Plan Year. (iv) Each Deferral Election shall be made on a form provided by the Administrator and shall specify any such information as the Administrator may require. (v) A Deferral Election must specify the manner of payment and the period of payment. A Participant may elect to receive a lump sum payment or quarterly installment payments over a term of years of up to fifteen years. (vi) A Deferral Election must specify the Benefit Commencement Date. A Participant may elect to receive payments on a date which is at least three (3) years from the Deferral Contribution Date for such election but in no event later than the Participant's 75th birthday or on a date which is the later of three (3) years from the Deferral Contribution Date for such election but in no event later than the Participant's 75th birthday or the Participant's termination of employment with the Corporation. The Benefit Commencement Date specified in the Participant's Deferral Election may be accelerated upon the Participant's death, Disability, Retirement or upon a Change of Control as further provided in this Plan. (vii) A Participant shall have the option of postponing the elected Benefit Commencement Date of a Deferral Benefit whether from the Participant's Deferred Cash Account or Deferred Stock Unit Account by making an irrevocable election to roll over such Deferral Benefit at least one year before such Deferral Benefit is payable, provided that the Participant may not change his previous allocation of amounts to his Deferred Cash Account and Deferred Stock Unit Account at such time and provided that a -5- Participant may not postpone the elected Benefit Commencement Date past the Participant's 75th birthday. A Participant shall make such election on a form designated by the Administrator. 3.3 Subtractions from Deferred Cash Account and Deferred Stock Unit Account. All distributions from a Participant's Deferred Cash Account and Deferred Stock Unit Account shall be subtracted when such distributions are made. 3.4 Crediting of Interest to Deferred Cash Account. There shall be credited to each Participant's Deferred Cash Account an amount representing interest on the balance of such account. Interest shall be credited as earned. Such interest shall be based on the applicable Rate of Return for the Plan Year. 3.5 Equitable Adjustment in Case of Error or Omission. If an error or omission is discovered in the Deferred Cash Account and Deferred Stock Unit Account of a Participant, the Administrator shall make such equitable adjustments as the Administrator deems appropriate. 3.6 Statement of Benefits. Within a reasonable time after the end of the Plan Year and at the date a Participant's Deferral Benefit or Death Benefit becomes payable under the Plan, the Administrator shall provide to each Participant (or, if deceased, to his Beneficiary) a statement of the benefit under the Plan. ARTICLE IV Accounts and Investments ------------------------ 4.1 Accounts. A separate Account under the Plan shall be established for each Participant. Such Account shall be (a) credited with the amounts credited in accordance with Section 3.2, (b) credited (or charged, as the case may be) with the investment results determined in accordance with Section 4.2, and (c) charged with the amounts paid by the Plan to or on behalf of the Participant in accordance with Article VII. With each Participant's Account, separate subaccounts including a Deferred Stock Unit Account and a Deferred Cash Account shall be maintained. 4.2 Deferred Stock Units. Except as provided below, a Participant's Deferred Stock Unit Account shall be treated as if it were invested in Deferred Stock Units that are equivalent in value to the fair market value of the shares of the Corporation's common stock in accordance with the following rules: (a) Before the Benefit Commencement Date, the number of Deferred Stock Units credited to a Participant's Deferred Stock Unit Account shall be increased on each date on which a dividend is paid on the Corporation's common stock. The number of additional Deferred Stock Units credited to a Participant's Deferred Stock Unit Account as a result of such increase shall be determined by (i) multiplying the total number of Deferred Stock Units (with fractional Deferred Stock Units rounded off to the nearest thousandth) credited to the Participant's Deferred Stock Unit Account immediately before such increase by the amount of the dividend paid per share of -6- the Corporation's common stock on the dividend payment date, and (ii) dividing the product so determined by the Closing Price on the dividend payment date. (b) The dollar value of the Deferred Stock Units credited to a Participant's Deferred Stock Unit Account on any date shall be determined by multiplying the number of Deferred Stock Units (including fractional Deferred Stock Units) credited to the Participant's Deferred Stock Unit Account by the Closing Price on that date. (c) In the event of a transaction or event described in this subsection (c), the number of Deferred Stock Units credited to a Participant's Deferred Stock Unit Account shall be adjusted in such manner as the Board, in its sole discretion, deems equitable. A transaction or event is described in this subsection (c) if (i) it is a dividend (other than regular quarterly dividends) or other distribution (whether in the form of cash, shares, other securities, or other property), extraordinary cash dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, repurchase, or exchange of shares or other securities, the issuance or exercisability of stock purchase rights, the issuance of warrants or other rights to purchase shares or other securities, or other similar corporate transaction or event and (ii) the Board determines that such transaction or event affects the shares of the Corporation's common stock, such that an adjustment pursuant to this paragraph (c) is appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. (d) A Participant who elects to receive distribution of his Accounts in quarterly installments will not have his or her Deferred Stock Unit Account credited with Deferred Stock Units on or after the Benefit Commencement Date. (e) On the Benefit Commencement Date, the Deferred Stock Unit Account of a Participant who has elected to receive his Deferral Benefit in quarterly installments shall be converted to a Deferred Cash Account which shall be combined with the Participant's existing Deferred Cash Account. The Deferred Cash Account shall continue to accrue interest at the Rate of Return. 4.3 Hypothetical Nature of Accounts and Investments. Each Account established under this Article IV shall be maintained for bookkeeping purposes only. Neither the Plan nor any of the Accounts established under the Plan shall hold any actual funds or assets. The Deferred Stock Units established hereunder shall be used solely to determine the amounts to be paid hereunder, shall not represent an equity security of the Corporation, shall not be convertible into or otherwise entitle a Participant to acquire an equity security of the Corporation and shall not carry any voting or dividend rights. -7- ARTICLE V Vesting ------- 5.1 Vesting. A Participant's Deferred Cash Account and Deferred Stock Unit Account shall be fully vested and non-forfeitable at all times. ARTICLE VI Death Benefits 6.1 Pre-Benefit Commencement Date Death Benefit. In the event that a Participant dies prior to his Benefit Commencement Date, then the Participant's Deferred Stock Unit Account shall be converted to a Deferred Cash Account as of the first day of the month following the Participant's date of death, which Deferred Cash Account shall accrue annual interest thereafter at the Rate of Return to the extent not paid out in a lump sum pursuant to the Participant's election form. The Beneficiary of such Participant shall be entitled to receive as a Death Benefit an amount equal to the Deferral Benefit as of the Benefit Commencement Date that the Participant would have received had the Participant lived to receive the full Deferral Benefit. This Death Benefit shall be paid pursuant to the Participant's election form except that the payment shall be made, or begin, no more than ninety (90) days after the Participant's date of death. 6.2 Post-Benefit Commencement Date Death Benefit. In the event that a Participant dies after his Benefit Commencement Date, then the Beneficiary of such Participant shall be entitled to receive as a Death Benefit a continuation of the payment of the Deferral Benefit in the same manner and in the same amount that the Participant would have received had the Participant lived to receive the Deferral Benefit. ARTICLE VII Payment of Benefits 7.1 Payment of Deferral Benefit. A Participant's Deferral Benefit, if any, shall become payable to the Participant as of the Benefit Commencement Date specified in his Deferral Election or as soon thereafter as is administratively practical. If the Participant has elected to receive the Deferral Benefit in quarterly installments, each of the Participant's installment payments shall be comprised of accrued interest, if any, and that portion of the Participant's Deferral Benefit equal to the balance in the Participant's Deferred Cash Account divided by the number of remaining annual installment payments to be made to the Participant. 7.2 Payment of Death Benefit. A Participant's Death Benefit shall be payable to his Beneficiary as set forth in Article VI. 7.3 Form of Payment of Deferral Benefit. A Participant shall be paid his Deferral Benefit beginning at the Benefit Commencement Date in a lump sum or in periodic installment -8- payments payable quarterly for the term of years as irrevocably elected by the Participant pursuant to Section 3.2. 7.4 Benefit Determination and Payment Procedure. The Administrator has the authority, in its sole discretion and judgment to make all determinations concerning eligibility for benefits under the Plan, the time or terms of payment, and the form or manner of payment to the Participant or the Participant's Beneficiary, in the event of the death or Disability of the Participant. The Administrator shall promptly notify the Corporation of each such determination that benefit payments are due and provide to the Corporation all other information necessary to allow the Corporation to carry out said determination, whereupon the Corporation shall pay such benefits in accordance with the Administrator's determination. 7.5 Payments to Minors and Incompetents. If a Participant or Beneficiary entitled to receive any benefits hereunder is a minor or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, or is deemed so by the Administrator, benefits will be paid to such person as the Administrator may designate for the benefit of such Participant or Beneficiary. Such payments shall be considered a payment to such Participant or Beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under the Plan. 7.6 Distribution of Benefit When Distributee Cannot Be Located. The Administrator shall make all reasonable attempts to determine the identity and/or whereabouts of a Participant or a Participant's Beneficiary entitled to benefits under the Plan, including the mailing by certified mail of a notice to the last known address shown on the Corporation's or the Administrator's records. If the Administrator is unable to locate such a person entitled to benefits hereunder, or if there has been no claim made for such benefits, the Corporation shall continue to hold the benefit due such person, subject to any applicable statute of escheats. 7.7 Deferral Benefit Upon Disability or Retirement. In the event of the Participant's Disability or Retirement prior to his selected Benefit Commencement Date, the Participant's Benefit Commencement Date shall be adjusted to the first day of the month following the Participant's Retirement or Disability. On such adjusted Benefit Commencement Date, the Deferred Stock Unit Account of a Participant who has elected to receive his Deferral Benefit in quarterly installments shall be converted to a Deferred Cash Account, which shall be combined with the Participant's existing Deferred Cash Account. The Deferred Cash Account shall continue to accrue interest at the Rate of Return. The Participant's Deferral Benefit shall become payable on the first day of the month following such event and shall be paid in the manner prescribed on the Participant's election form, except with regard to the Participant's originally selected Benefit Commencement Date. -9- ARTICLE VIII Beneficiary Designation ----------------------- 8.1 Beneficiary Designation. (a) A Participant may designate a Beneficiary and a contingent Beneficiary as part of his Deferral Election. Any Beneficiary designation made hereunder shall be effective only if properly signed and dated by the Participant and delivered to the Administrator prior to the time of the Participant's death. Any Beneficiary designation hereunder shall remain effective until changed or revoked hereunder. (b) A Beneficiary designation may be changed by the Participant at any time, or from time to time, by filing a new designation in writing with the Administrator. (c) If the Participant dies without having designated a Beneficiary or a contingent Beneficiary or if the Participant dies and the Beneficiary and contingent Beneficiary so named by the Participant have both predeceased the Participant, then the Participant's estate shall be deemed to be his Beneficiary. In the event that the Participant dies and the Beneficiary so named by the Participant has predeceased the Participant, then the surviving contingent Beneficiary, if any, shall be the Beneficiary. (d) If a Beneficiary of the Participant shall survive the Participant but shall die before the Participant's entire benefit under the Plan has been distributed, then the unpaid balance thereof shall be distributed to any other beneficiary named by the deceased Beneficiary to receive his interest or, if none, to the estate of the deceased Beneficiary. ARTICLE IX Withdrawals ----------- 9.1 No Withdrawals Permitted. No withdrawals or other distributions shall be permitted from the Deferred Cash Account and Deferred Stock Unit Account except as specifically provided in Articles VII and IX. 9.2 Hardship Exemption. (a) A distribution of a portion of the Participant's Deferral Account because of an Unforeseeable Emergency will be permitted only to the extent required by the Participant to satisfy the emergency need. Whether an Unforeseeable Emergency has occurred will be determined solely by the Administrator. Distributions in the event of an Unforeseeable Emergency may be made by and with the approval of the Administrator upon written request by a Participant. (b) An "Unforeseeable Emergency" is defined as a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant, loss of the Participant's property due to casualty, or other similar -10- extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant's control. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but, in any event, any distribution under this Section 9.2 shall not exceed the remaining amount required by the Participant to resolve the hardship after (i) reimbursement or compensation through insurance or otherwise, (ii) obtaining liquidation of the Participant's assets, to the extent such liquidation would not itself cause a severe financial hardship, or (iii) suspension of deferrals under the Plan. ARTICLE X Funding ------- 10.1 Funding. (a) All Plan Participants and Beneficiaries are general unsecured creditors of the Corporation with respect to the benefits due hereunder and the Plan constitutes a mere promise by the Corporation to make benefit payments in the future. It is the intention of the Corporation that the Plan be considered unfunded for tax purposes. (b) The Corporation may, but is not required to, purchase life insurance in amounts sufficient to provide some or all of the benefits provided under this Plan or may otherwise segregate assets for such purpose. (c) The Corporation may, but is not required to, establish a grantor trust which may be used to hold assets of the Corporation which are maintained as reserves against the Corporation's unfunded, unsecured obligations hereunder. Such reserves shall at all times be subject to the claims of the Corporation's creditors. To the extent such trust or other vehicle is established, and assets contributed, for the purpose of fulfilling the Corporation's obligation hereunder, then such obligation of the Corporation shall be reduced to the extent such assets are utilized to meet its obligations hereunder. Any such trust and the assets held thereunder are intended to conform in substance to the terms of the model trust described in Revenue Procedure 92-64. ARTICLE XI Change of Control ----------------- 11.1 Change of Control. A "Change of Control" shall mean: (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (i) the then outstanding shares of common stock of the Corporation (the "Outstanding Corporation Common Stock") or (ii) the combined voting power -11- of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Outstanding Corporation Voting Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section; or (b) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (d) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation. -12- Notwithstanding the foregoing, for purposes of subsection (a) of this Section, a Change of Control shall not be deemed to have taken place if, as a result of an acquisition by the Corporation which reduces the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities, the beneficial ownership of a Person increases to 25% or more of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities; provided, however, that if a Person shall become the beneficial owner of 25% or more of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities by reason of share purchases by the Corporation and, after such share purchases by the Corporation, such Person becomes the beneficial owner of any additional shares of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Stock, for purposes of subsection (a) of this Section, a Change of Control shall be deemed to have taken place. 11.2 Effect of Change of Control. (a) Upon a Change of Control, the Corporation shall establish, if one has not been established, a grantor trust, as described in Section 10(c), and shall contribute to such trust, within seven (7) days of the Change of Control, and within thirty (30) days of the end of each Plan year thereafter, a lump-sum payment equal to the difference between the aggregate value of all Participants' Accounts and the value of the assets of the trust on the date of the Change of Control or end of the Plan year. (b) Notwithstanding any other provision in any other Article of this Plan to the contrary, in the event Participant separates from service to the Corporation within three (3) years following a Change of Control, other than on account of the Participant's death, disability or retirement, the value of such Participant s Account as of the date of his separation from service shall be paid to Participant in a lump-sum cash payment no later than thirty (30) days after Participant's separation from service. (c) Upon a Change of Control, each Participant may make an irrevocable election within ninety (90) days after the Change of Control to convert all or part of the balance in his Deferred Stock Unit Account to a Deferred Cash Account effective as of the Change of Control date. For purposes of this conversion, the value of a Deferred Stock Unit held in a Participant's Account at the time of the Change of Control shall be computed as the greater of (1) the Closing Price on or nearest the date on which the Change of Control is deemed to occur or (2) the highest price per share for shares of the Corporation's common stock actually paid in connection with the Change of Control. The amount converted shall be combined with the Participant's existing Deferred Cash Account and shall accrue interest at the Rate of Return. (d) If a Change of Control results from a merger, consolidation or other reorganization in which the Corporation is not the surviving parent corporation and the Participant does not elect to convert all of his Deferred Stock Unit Account into a Deferred Cash Account, as permitted by Section 11(c), the Participant's Deferred Stock Unit Account shall be converted into Deferred Stock Units of the parent corporation that are equivalent in value to the Deferred Stock Unit Account. The number of the parent corporation shares credited to Participant's Account shall be the greater of (1) the amount determined by dividing the value of the Participant's Deferred Stock Unit Account at the time of the Change of Control determined -13- under Section 11(c) by the Closing Price of the acquiring corporation's stock on the Change of Control date or (2) the number of shares determined by applying the conversion ratio used to determine the number of shares of the acquiring parent corporation stock received by the holders of common stock of the Corporation in the merger, consolidation or other reorganization causing the Change of Control. ARTICLE XII Plan Administrator ------------------ 12.1 Appointment of Administrator. (a) The Committee shall serve as the Administrator unless the Committee has appointed one or more persons to serve as the Plan Administrator (the "Administrator") for the purpose of administering the Plan. In the event more than one person is appointed, the persons shall form a committee for the purpose of functioning as the Administrator of the Plan. If the Committee has so appointed an Administrator, the person or committeemen serving as Administrator shall serve for indefinite terms at the pleasure of the Committee, and may, by thirty (30) days prior written notice to the Committee, terminate such appointment. 12.2 Duties and Responsibilities of Plan Administrator. (a) The Administrator shall maintain and retain necessary records regarding its administration of the Plan. (b) The Administrator is empowered to settle claims against the Plan and to make such equitable adjustments in a Participant's or Beneficiary's rights or entitlements under the Plan as it deems appropriate in the event an error or omission is discovered or claimed in the operation or administration of the Plan as provided in Section 12.3. (c) The Administrator has the authority in its sole judgment and discretion to construe the Plan, correct defects, supply omissions or reconcile inconsistencies to the extent necessary to effectuate the Plan, and such action shall be conclusive and binding on all Participants. 12.3 Claims Procedures. (a) Any claim by a Participant or his or her Beneficiary (hereafter the "Claimant") for benefits shall be submitted in writing to the Administrator. The Administrator shall be responsible for deciding whether such claim is payable, or the claimed relief otherwise is allowable, under the provisions and rules of the Plan (a "Covered Claim"). The Administrator otherwise shall be responsible for providing a full review of the Administrator's decision with regard to any claim, upon a written request. (b) Each Claimant or other interested person shall file with the Administrator such pertinent information as the Administrator may specify, and in such manner and form as the Administrator may specify; and, such person shall not have any rights or be entitled to any benefits, or further benefits, hereunder, as the case may be, unless the required information is -14- filed by the Claimant or on behalf of the Claimant. Each Claimant shall supply, at such times and in such manner as may be required, written proof that the benefit is covered under the Plan. If it is determined that a Claimant has not incurred a Covered Claim or if the Claimant shall fail to furnish such proof as is requested, no benefits, or no further benefits, hereunder, as the case may be, shall be payable to such Claimant. (c) Notice of any decision by the Administrator with respect to a Claim generally shall be furnished to the Claimant within ninety (90) days following the receipt of the claim by the Administrator (or within ninety (90) days following the expiration of the initial ninety (90) day period in any case where there are special circumstances requiring extension of time for processing the claim). If special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished by the Administrator to the Claimant. (d) Commencement of benefit payments shall constitute notice of approval of a claim to the extent of the amount of the approved benefit. If such claim shall be wholly or partially denied, such notice shall be in writing. If the Administrator fails to notify the Claimant of the decision regarding his or her claim in accordance with the "Claims Procedure" provisions, the claim shall be deemed "denied"; and, the Claimant then shall be permitted to proceed with the claims review procedure provided for herein. (e) Within sixty (60) days following receipt by the Claimant of notice of the claim denial, or within sixty (60) days following the date of a deemed denial, the Claimant may appeal denial of the claim by filing a written application for review with the Administrator. Following such request for review, the Administrator shall fully review the decision denying the claim. The decision of the Administrator then shall be made within sixty (60) days following receipt by the Administrator of a timely request for review (or within one hundred and twenty (120) days after such receipt, in a case where there are special circumstances requiring an extension of time for reviewing such denied claim). The Administrator shall deliver its decision to the Claimant in writing. If the decision on review is not furnished within the prescribed time, the claim shall be deemed "denied" on review. (f) For all purposes under the Plan, the decision with respect to a claim (if no review is requested) and the decision with respect to a claims review (if requested), shall be final, binding and conclusive on all Participants, Beneficiaries and other interested parties, as to all matters relating to the Plan and Plan benefits. Further, each claims determination under the Plan shall be made in the absolute and exclusive discretion and authority of the Committee. ARTICLE XIII Amendment or Termination of Plan -------------------------------- 13.1 Amendment or Termination of the Plan. The Plan may be terminated or amended at any time by the Board, effective as of any date specified. Any such action taken by the Board shall be evidenced by a resolution and shall be communicated to Participants and Beneficiaries prior to the effective date thereof. No amendment or termination shall decrease a Participant's Deferral Benefit accrued prior to the effective date of the amendment or termination. -15- The Board reserves the right to unilaterally shorten the Deferral Period of any Participant hereunder in its sole discretion if, in its sole discretion, it determines that to do so will be fair and equitable to the Participant. ARTICLE XIV Miscellaneous ------------- 14.1 Non-assignability. The interests of each Participant under the Plan are not subject to claims of the Participant's creditors; and neither the Participant nor his Beneficiary shall have any right to sell, assign, transfer or otherwise convey the right to receive any payments hereunder or any interest under the Plan, which payments and interest are expressly declared to be non-assignable and non-transferable. 14.2 Notices and Elections. All notices required to be given in writing and all elections required to be made in writing under any provision of the Plan shall be invalid unless made on such forms as may be provided or approved by the Administrator and, in the case of a notice or election by a Participant or Beneficiary, unless executed by the Participant or Beneficiary giving such notice or making such election. Notices and elections shall be deemed given or made when received by any member of the committee that serves as Administrator. 14.3 Delegation of Authority. Whenever the Corporation is permitted or required to perform any act, such act may be performed by its Chief Executive Officer or President or other person duly authorized by its Chief Executive Officer or President or its Board. 14.4 Service of Process. The Administrator shall be the agent for service of process on the Plan. 14.5 Governing Law. The Plan shall be construed, enforced and administered in accordance with the laws of the Commonwealth of Virginia. 14.6 Binding Effect. The Plan shall be binding upon and inure to the benefit of the Corporation, its successors and assigns, and the Participant and his heirs, executors, administrators and legal representatives. 14.7 Severability. If any provision of the Plan should for any reason be declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect. 14.8 Gender and Number. In the construction of the Plan, the masculine shall include the feminine or neuter and the singular shall include the plural and vice-versa in all cases where such meanings would be appropriate. -16- 14.9 Titles and Captions. Titles and captions and headings herein have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof. -17- EX-10 4 0004.txt EXHIBIT 10.28 EXHIBIT 10.28 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of the 22nd day of December, 2000 (this "Amendment"), is made among HILB, ROGAL AND HAMILTON COMPANY, a Virginia corporation (the "Borrower"), the banks and financial institutions listed on the signature pages thereof or that became parties thereto after the date thereof (collectively the "Lenders"), and FIRST UNION NATIONAL BANK (the "Administrative Agent"). RECITALS A. The Borrower, the Administrative Agent and the Lenders are parties to a Credit Agreement, dated as of May 3, 1999 (as amended, the "Credit Agreement"), providing for the availability of a credit facility to the Borrower upon the terms and conditions set forth therein. Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement. B. The Borrower and the Required Lenders agree to amend the various limits on Permitted Acquisitions in Section 5.8 of the Credit Agreement. STATEMENT OF AGREEMENT NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I AMENDMENTS 1.1 Section 1.1 is hereby amended by adding the following definition thereto in appropriate alphabetical order: "Third Amendment" shall mean the Third Amendment to the Credit Agreement, dated as of December 22, 2000, among the Borrower, the Lenders party thereto, and the Administrative Agent. 1.2 Section 1.1 is hereby further amended by replacing the following definition, as currently set forth therein, with the definition as set forth below: "Agreement" shall mean this Credit Agreement, as amended by the First Amendment, the Second Amendment and the Third Amendment, and as further amended, modified or supplemented from time to time. 1.3 Clause (iii) of Section 5.8(a) shall be amended by deleting the reference to the figure "$50,000,000" and substituting therefor "$100,000,000." 1.4 Clause (iv) of Section 5.8(a) shall be amended by deleting the reference to the figure "$40,000,000" and substituting therefor "$75,000,000." 1.5 Clause (vi) of Section 5.8(a) shall be amended by deleting the reference to the figure "$80,000,000" and substituting therefor "$125,000,000." ARTICLE II GENERAL 2.1 Representations and Warranties. All representations and warranties of the Borrower contained in the Credit Agreement and in the other Credit Documents are true and correct as of the date hereof, both immediately before and after giving effect to this Agreement (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date). 2.2 No Default. After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. ARTICLE III MISCELLANEOUS 3.1 Effect of Amendment. From and after the effective date of the amendments to the Credit Agreement set forth herein, all references to the Credit Agreement set forth in any other Credit Document or other agreement or instrument shall, unless otherwise specifically provided, be references to the Credit Agreement as amended by this Amendment and as may be further amended, modified, restated or supplemented from time to time. This Amendment is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Credit Agreement except as expressly set forth herein. Except as expressly amended hereby, the Credit Agreement shall remain in full force and effect in accordance with its terms. 3.2 Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia (without regard to the conflicts of law provisions thereof). 3.3 Expenses. The Borrower agree to pay upon demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) in connection with the preparation, negotiation, execution and delivery of this Amendment and the other Credit Documents delivered in connection herewith. 2 3.4 Severability. To the extent any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction. 3.5 Successors and Assigns. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. 3.6 Construction. The headings of the various sections and subsections of this Amendment have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. 3.7 Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. [the remainder of this page left blank intentionally] 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first above written. HILB, ROGAL AND HAMILTON COMPANY By: /s/ --------------------------------- Title: --------------------------------- FIRST UNION NATIONAL BANK, as Administrative Agent and as a Lender By: /s/ --------------------------------- Title: --------------------------------- 4 PNC BANK By: /s/ --------------------------------- Title: --------------------------------- BANK OF AMERICA, N.A. (formerly NationsBank, N.A.), By: /s/ --------------------------------- Title: --------------------------------- FLEET NATIONAL BANK By: /s/ --------------------------------- Title: --------------------------------- SUNTRUST BANK (formerly Crestar Bank) By: /s/ --------------------------------- Title: --------------------------------- 5 EX-23 5 0005.txt EXHIBIT 23.2 EXHIBIT 23.2 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in Amendment No. 1 to the Registration Statement (Form S-4/A) and related Prospectus of Hilb, Rogal and Hamilton Company for the registration of 3,000,000 shares of its common stock and to the incorporation by reference therein of our report dated February 9, 2000, with respect to the consolidated financial statements of Hilb, Rogal and Hamilton Company incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1999 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Richmond, Virginia January 23, 2001 EX-23 6 0006.txt EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Amendment No. 1 to the registration statement on Form S-4 of Hilb, Rogal and Hamilton Company of our report dated March 5, 1999, except as to Note 13, which is as of May 3, 1999, relating to the consolidated financial statements of American Phoenix Corporation, which appears in Hilb, Rogal and Hamilton Company's Current Report on Form 8-K dated May 3, 1999. /s/ PricewaterhouseCoopers LLP Hartford, Connecticut January 23, 2001 -----END PRIVACY-ENHANCED MESSAGE-----