8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 13, 2005

HILB ROGAL & HOBBS COMPANY

(Exact name of registrant as specified in its charter)

0-15981

(Commission File Number)

Virginia	54-1194795
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4951 Lake Brook Drive, Suite 500
Glen Allen, Virginia	23060
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (804) 747-6500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On September 13, 2005, the Registrant’s Board of Directors authorized the Registrant’s entry into the offer letter, the executive employment agreement and the change of control employment agreement with Michael Dinkins described in paragraph five of Item 5.02 of this Report, which paragraph is incorporated herein by reference. The full text of each of these documents is attached as Exhibits 10.1 to 10.3 to this Report and is incorporated by reference into this Item 1.01.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 13, 2005, the Registrant’s Board of Directors appointed Michael Dinkins, 51, as Executive Vice President and Chief Financial Officer of the Registrant effective October 1, 2005. Mr. Dinkins will succeed Carolyn Jones, Senior Vice President, Chief Financial Officer and Treasurer. In April 2005, the Registrant announced Ms. Jones’ decision to retire after the appointment of her successor. Ms. Jones will continue to be employed by the Registrant for an unspecified period to assist in the transition.

The news release relating to Mr. Dinkins’ appointment is attached as Exhibit 99.1 to this Report and is incorporated by reference into this Item 5.02.

Currently, Mr. Dinkins is Vice-President-Global Control and Reengineering for Guidant Corporation (a designer, manufacturer and developer of medical devices), a position he has held since June 2004. From September 2002 to May 2004, he was Vice President and Chief Financial Officer of Worldwide Customer Services Operations for NCR Corporation (a manufacturer and service provider for automated teller and retail point of sale machines). From August 1999 to March 2002, he was Chairman, President and Chief Executive Officer of Access Worldwide Communications, Inc. (a marketing services company). He has attained a certification as a certified public accountant and certified management accountant. He earned a Bachelor of Arts Degree in Financial Administration from Michigan State University.

Mr. Dinkins also has served as a director of LandAmerica Financial Group, Inc. (LandAmerica) since 1997. Theodore L. Chandler, Jr., the President and Chief Executive Officer of LandAmerica, serves as a director of the Registrant. In contemplation of Mr. Dinkins’ appointment and prior thereto, Mr. Chandler resigned from the Audit Committee, Human Resources and Compensation Committee and Executive Committee of the Board of Directors of the Registrant.

Mr. Dinkins’ offer letter provides that he will be paid an annual salary of $300,000 and will become a participant in the corporate incentive plan which provides annual incentive compensation to key executives of the Registrant. In addition, Mr. Dinkins will receive 2,000 shares of restricted stock and nonqualified stock options to acquire 5,000 shares of the Registrant’s common stock. These awards each will vest 25% per year over four years. The executive employment agreement with Mr. Dinkins contains restrictive covenants relating to matters such as confidentiality, nonpiracy of customers and nonraiding of employees. Mr. Dinkins also entered into a change of control employment agreement with the Registrant. In the event there is a change of control of the Registrant, Mr. Dinkins will be employed for a period of three years after the change of control. If the employment of Mr. Dinkins terminates at any time during the three year period following a change of control for any reason other than death, cause or Mr. Dinkins’ election, Mr. Dinkins will receive an agreed upon amount of severance equal to three times his highest applicable annual salary and bonus.

1

The description above is a brief summary of Mr. Dinkins’ offer letter, executive employment agreement and change of control employment agreement and is qualified in its entirety by the full text of each of these documents which are filed as Exhibits 10.1 to 10.3 and are incorporated by reference into this Item 5.02.

There is no family relationship between Mr. Dinkins and any other executive officer or any director of the Registrant. Mr. Dinkins has not had any transactions with the Registrant or its subsidiaries during 2004 or 2005.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
10.1	Offer Letter of Michael Dinkins, dated July 25, 2005, by and between Hilb Rogal & Hobbs Company and Michael Dinkins
10.2	Executive Employment Agreement of Michael Dinkins, dated September 13, 2005, by and between Hilb Rogal & Hobbs Company and Michael Dinkins
10.3	Change of Control Employment Agreement of Michael Dinkins, dated September 13, 2005 and effective October 1, 2005, by and between Hilb Rogal & Hobbs Company and Michael Dinkins
99.1	News release issued by the Registrant on September 13, 2005

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HILB ROGAL & HOBBS COMPANY
	(Registrant)
Date: September 13, 2005	By:	/s/ Walter L. Smith
		Walter L. Smith
		Senior Vice President, General Counsel and Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
10.1	Offer Letter of Michael Dinkins, dated July 25, 2005, by and between Hilb Rogal & Hobbs Company and Michael Dinkins
10.2	Executive Employment Agreement of Michael Dinkins, dated September 13, 2005, by and between Hilb Rogal & Hobbs Company and Michael Dinkins
10.3	Change of Control Employment Agreement of Michael Dinkins, dated September 13, 2005 and effective October 1, 2005, by and between Hilb Rogal & Hobbs Company and Michael Dinkins
99.1	News release issued by the Registrant on September 13, 2005

EX-10.1

Exhibit 10.1

July 25, 2005

Personal and Confidential

Mr. Michael Dinkins

[address omitted]

Dear Michael:

I have enjoyed meeting and discussing with you the very important position we have available in our Company. The more we talked, the more I am convinced that you are a perfect fit for this position. Mike, Carolyn, Tim, Henry and the others you talked to at our office were all impressed with you and would like you to join the HRH team. Accordingly, I am pleased to offer you the opportunity to join HRH as Executive Vice President – Chief Financial Officer as follows:

Title:	Executive Vice President – Chief Financial Officer reporting to Chairman and Chief Executive Officer.
Start Date:	As soon as practical but no later than September 15, 2005.
Location:	The position will be located in our corporate office in Richmond, Virginia.
Relocation:	The Company will reimburse you for the costs associated with selling your home in [address omitted], buying a home in Virginia and transporting your household goods to your new home.
Base Compensation:	$25,000.00 per month ($300,000 per year) – base compensation will be reviewed annually
Car/Auto Allowance:	You will be provided with either a company car with a new car value of $40,000 or a monthly auto allowance of $800
Short Term Incentive:	You would become a participant of the Corporate Incentive Plan. [target bonus information omitted] Since you will be entering the plan on September 1st, you will be eligible for a prorata bonus payment equal to 33.3% or 1/3rd of what normally would be paid as described previously.

Mr. Michael Dinkins

July 25, 2005

Page 2

Long Term Incentive:	You would be eligible for an annual award of restricted stock grants and non-qualified stock options based on a salary grade 22. I anticipate that the awards for 2005 will be 3,000 restricted stock grants and 13,000 non-qualified options. The value of the restricted grants at $35 per share is $105,000. The value of the non-qualified options using a black-shoales value of $11 is $143,000. The total value of the long term incentives is $248,000.
	In addition, as part of your new hire package, the Company will request the Board of Directors to grant you 2,000 restricted stock grants and 5000 non-qualified stock options at the next meeting following your hire date. The grants and options will vest 25% per year with full vesting in four years. The combined value of these grants is $125,000.
Paid Time Off:	You will be granted 27 days paid time off.
Employee Benefits:	In addition to the standard employee benefit package offered to all HRH employees, you will also be provided with an executive life insurance policy for $1,000,000 and an executive disability policy which provides additional income protection in the event of a disability. You will also be eligible to participant in the HRH Supplemental Executive Retirement Plan and the Voluntary Executive Deferred Compensation Plan. If you have any questions regarding these benefits please contact Henry Kramer directly at (804) 747-3130.
Financial, Tax & Estate Planning:	As a corporate executive, you will be provided with a maximum of $7,500 for a three year period for reimbursement of financial, tax and estate planning expenses.
Change of Control:	As a corporate executive, you will be provided with a change of control contract which provides for severance in the event you lose your position as a result of a change of control. The amount of severance you would receive is three times your base salary and highest bonus paid in the past three years. Your target bonus of $[omitted] will be used for change of control purposes during the first year of employment.

Mike, I am very excited about the prospect of you joining HRH. I firmly believe that HRH can provide you with a unique opportunity to make a valuable contribution to the success of our company, and I know you will enjoy working with our executive management group.

Mr. Michael Dinkins

July 25, 2005

Page 3

As a condition of employment, you will be required to execute HRH’s Executive Employment Agreement (copy enclosed). In addition, your officer appointment and compensation package must be approved by the Board of Directors. We anticipate that the Board would approve our request prior to your start date.

Nothing in this letter should be considered as altering the employment-at-will relationship or as creating an express or implied contract or promise concerning the policies or practices that HRH has implemented or will implement in the future. This offer is contingent upon you successfully passing a background and drug test.

Please contact me if you have any questions regarding the above.

Sincerely,

/s/ Martin L. Vaughan, III
Chairman -Chief Executive Officer
/s/ Michael Dinkins	7/27/05
Accepted: Michael Dinkins	Date

EX-10.2

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated September 13, 2005, is made between HILB ROGAL & HOBBS COMPANY, a Virginia corporation (“Employer”) publicly held and traded on the New York Stock Exchange, and MICHAEL DINKINS (“Employee”).

WITNESSETH

WHEREAS, Employer owns a number of subsidiaries which operate full-line insurance agencies all over the United States and which are organized, and report to Employer, regionally;

WHEREAS, Employee has been selected to be the Chief Financial Officer of Employer;

WHEREAS, Employer desires that Employee operate in a staff position as chief financial officer and supporting other corporate goals, initiatives and lines of business, all as may be set from time-to-time by Employer;

WHEREAS, Employer will provide Employee with tools necessary to perform the services contemplated herein, including, without limitation, office, administrative and clerical support, access to domestic and international markets, access to Confidential Information (as hereinafter defined) and access to HRH’s business plans, strategies and capabilities;

WHEREAS, Employee will be considered an “insider” of Employer for securities law purposes and will be compensated pursuant to plans and policies overseen presently by the Human Resources & Compensation Committee (“Committee”) of the Board of Directors of Employer, which compensation package presently includes a combination of salary, bonus incentives, restricted stock, nonqualified stock options and such other perks and benefits as established by the Committee, all of which elements of compensation are subject to change from time-to-time by the Committee or the Board of Employer, expressly in exchange for Employee agreeing to perform the duties and to abide by the restrictive covenants set forth herein;

WHEREAS, Employer would neither compensate Employee at the levels contemplated herein, nor cause Employee to be promoted to this position herein, without Employee agreeing to abide by paragraphs 4, 5, 6 and 7 herein;

WHEREAS, Employee, as a business leader and “insider” of Employer, will be expected to comply with Employer’s policies and initiatives, including, without limitation, ownership of Employer stock, as may be established from time-to-time; and

Michael Dinkins Employment Agreement – 2005 Page 1 of 8

WHEREAS, Employee desires to accept this new position and these new terms of employment subject to the terms, covenants and conditions specified herein;

NOW, THEREFORE, in consideration of the premises stated above, Employer’s hiring of Employee to a new position, and the mutual promises contained in this Agreement, the parties agree as follows:

1. EMPLOYMENT. Employer agrees to employ Employee as Chief Financial Officer, effective as of October 1, 2005 (“Effective Date”). Employee’s employment hereunder is at will and may be terminated at any time by Employer or Employee.

2. FULL EFFORTS OF EMPLOYEE. Employee represents to Employer that Employee has no employment or other relationship with any competitor of Employer which would restrict Employee in performing the duties contemplated herein, as such exists now and may exist from time-to-time in the future. Employee agrees to indemnify and hold Employer harmless from all claims and damages (including reasonable attorneys’ fees and costs) suffered by Employer and arising out of a breach of the foregoing representation. Employee agrees (i) to devote Employee’s full business time and energies to the business and affairs of Employer, (ii) to use Employee’s best efforts, skills and abilities to promote the interests of the Employer and (iii) to perform faithfully and to the best of Employee’s ability all assignments of work given to Employee by Employer. During the course of Employee’s employment hereunder, Employee shall not, directly or indirectly, enter into or engage in any other business activity or other gainful employment without the prior written consent of Employer.

3. FULL COMPENSATION FOR SERVICES. All business, including insurance, bond, risk management, self-insurance and any other services (collectively, the “HRH Business”), transacted through the efforts of Employee or any other employee of Employer or any of its subsidiaries (Employer and its subsidiaries are herein referred to as the “HRH Companies”) shall be the sole property of the HRH Companies, and Employee acknowledges that Employee shall have no right to any commission or fee resulting from the conduct of such business other than in the form of compensation as established by the Committee or Board. Premiums, commissions or fees on the HRH Business transacted through the efforts of Employee, whether received from an insured or purchaser or from one of the companies represented by the HRH Companies or Employee, are at all times the sole property of the HRH Companies. All checks or bank drafts received by Employee from any company, insured or purchaser shall be made payable to Employer (or applicable company of the HRH Companies) and all amounts collected by Employee shall be promptly turned over to Employer (or applicable company of the HRH Companies). Employee covenants to cooperate with Employer, and to take all actions reasonably requested by Employer, whenever Employer attempts to verify that all income has been paid to the HRH Companies and whenever Employer, before or after termination of Employee’s employment, desires to have commissions from HRH Business assigned to another employee or HRH Company.

Michael Dinkins Employment Agreement – 2005 Page 2 of 8

4. CONFIDENTIAL INFORMATION. For purposes of this Agreement, “Confidential Information” shall mean any and all information of a proprietary or confidential nature and trade secrets of Employer and the HRH Companies. Confidential information shall include, but not be limited to, such confidential information related to Employer’s plans, strategies and capabilities, personnel of the HRH Companies, information about the Customers (as defined below) such as customer identities and lists, revenues from customers’ accounts, customer risk characteristics and requirements, key contact personnel, financial data and performance, payroll, policy expiration dates, policy terms, conditions and rates, information about prospective customers, and information about the HRH Companies such as strategic plans, methods of soliciting business, documents, financial data, business plans and strategies, marketing programs and specialized insurance markets. Confidential information may be acquired from any source during Employee’s term of employment, whether or not such information was expressly disclosed to Employee during the term of Employee’s employment;

Employee acknowledges that, in the course of Employee’s employment hereunder, Employee will become acquainted and entrusted with Confidential Information which is the exclusive property of Employer. Employee further acknowledges that (i) Employer and the HRH Companies derive actual and potential economic value from the Confidential Information not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and (ii) Employer and the HRH Companies have expended and currently expend substantial effort to acquire Confidential Information, and expend substantial effort, and expect their employees to expend substantial effort, to maintain the secrecy of the Confidential Information. Employee agrees and covenants that Employee will safeguard the Confidential Information from exposure to, or appropriation by, unauthorized persons, either within or outside the employment of Employer or the HRH Companies, and that Employee will not, directly or indirectly, without the prior written consent of Employer during the term of this Agreement and any time in the three year period following termination of this Agreement, divulge or make any use of the Confidential Information except as may be required in the course of Employee’s employment hereunder. Employee also agrees that nothing in this agreement shall be construed to limit or otherwise restrict Employer’s right to protect its trade secrets so long as they remain a trade secret under applicable law. Upon termination of Employee’s employment, Employee covenants to deliver to Employer all information and materials, including personal notes and reproductions, relating to the Confidential Information, the HRH Companies, and the Customers, which are in Employee’s possession or control.

Michael Dinkins Employment Agreement – 2005 Page 3 of 8

5. NONPIRACY COVENANTS. For the purpose of this Agreement, the following terms shall have the following meanings:

“Customers” shall be limited to those customers of any of the HRH Companies for whom there is an insurance policy or bond in force or to or for whom any of the HRH Companies is rendering services as of the date of termination of Employee’s employment;

“Known Customers” shall be limited to those “Customers” included within Employee’s region as of the date of termination of employment, plus those Customers with whom Employee had personal contact, or for whom Employee handled insurance or bonds, or whose individualized risk management or employee benefit characteristics became known to Employee within the last year of Employee’s employment with Employer;

“Prohibited Services” shall mean those services in the fields of risk management, insurance or bonds performed by any of the HRH Companies within Employee’s region as of the date of termination of Employee’s employment. “Field of insurance” does not include title insurance, but does include all other lines of insurance sold by any of the HRH Companies within Employee’s region, including, without limitation, property and casualty, life, group, accident, health, disability, and annuities;

“Prospective Customers” shall be limited to those parties who are not currently Customers, but who are known by Employee to have been solicited to provide any Prohibited Service within the twelve (12) month period preceding the date of termination of Employee’s employment, by Employee or an employee within Employee’s region, and, with respect to any such potential Prospective Customer, Employee or an employee within Employee’s region had, within the twelve (12) month period preceding the date of termination of Employee’s employment, met for the purpose of offering any Prohibited Service or had received a written response to an earlier solicitation to provide a Prohibited Service;

“Restricted Period” shall mean the period of two (2) years immediately following the date of termination of Employee’s employment.

Employee recognizes that over a period of many years the Employer and the HRH Companies have developed, at considerable expense, relationships with, and knowledge about, Customers and Prospective Customers which constitute a major part of the value of Employer. During the course of Employee’s employment by Employer, Employee will have substantial contact with these Customers and Prospective Customers. In order to protect the value of the Employer’s business, Employee covenants and agrees that, in the event of the termination of Employee’s employment, whether voluntary or involuntary, whether with or without cause, Employee shall not,

Michael Dinkins Employment Agreement – 2005 Page 4 of 8

directly or indirectly, for Employee’s own account or for the account of any other person or entity, as an owner, stockholder, director, employee, partner, agent, broker, consultant or other participant during the Restricted Period:

(a) solicit a Known Customer or accept an invitation from a Known Customer for the purpose of providing Prohibited Services to such Known Customer; or

(b) solicit a Prospective Customer or accept an invitation from a Prospective Customer for the purpose of providing Prohibited Services to such Prospective Customer.

Subparagraphs (a) and (b) are separate and divisible covenants; if for any reason any one covenant is held to be illegal, invalid or unenforceable, in whole or in part, the remaining covenants shall remain valid and enforceable and shall not be affected thereby. Further, the periods and scope of the restrictions set forth in any such subparagraph shall be reduced by the minimum amount necessary to reform such subparagraph to the maximum level of enforcement permitted to Employer by the law governing this Agreement.

6. NONRAIDING OF EMPLOYEES. Employee covenants that during Employee’s employment hereunder and for twenty-four (24) months after termination of Employee’s employment, whether voluntary or involuntary, with or without cause, Employee will not hire any individuals who, as of the date of termination of Employee’s employment, were, or had been within the twelve (12) month period preceding Employee’s date of termination of employment, employees within Employee’s region or employees of any of the HRH Companies with whom he had contact within the twelve (12) month period preceding Employee’s termination (collectively, “Known Group”), nor will Employee directly or indirectly solicit, induce or encourage any member of the Known Group to seek employment with any other business, whether or not Employee is then affiliated with such business.

7. NOTIFICATION OF FORMER AND NEW EMPLOYMENT. During the term of this Agreement and the Restricted Period specified in paragraph 5 hereof, Employee covenants to notify any prospective employer or joint venturer, which is a competitor of Employer or any of the HRH Companies, of this Agreement with Employer; and if Employee accepts employment or establishes a relationship with such competitor during the above described period, Employee covenants to notify Employer and HRH immediately of such relationship. If Employer or HRH reasonably believes that Employee is affiliated or employed by or with a competitor of Employer or any of the HRH Companies during the Restricted Period, then Employee grants each of Employer and HRH the right to forward a copy of this Agreement to such competitor.

8. ESSENCE OF AGREEMENT. The restrictive covenants from Employee for the benefit of the Employer and the HRH Companies set forth herein are the

Michael Dinkins Employment Agreement – 2005 Page 5 of 8

essence of this Agreement with respect to Employer agreeing to employ Employee and each such covenant shall be construed as independent of any other provision in this Agreement. The existence of any claim or cause of action of the Employee against the Employer, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by the Employer of any of the restrictive covenants contained herein. Employer shall at all times maintain the right to seek enforcement of these provisions whether or not Employer has previously refrained from seeking enforcement of any such provision as to Employee or any other individual who has signed an agreement with similar provisions. Further, Employee grants to Employer the continuous and unilateral right, upon written notice to Employee, to lessen the restrictions of any of the covenants set forth in paragraphs 4, 5, 6 and 7 hereof by so much as Employer deems necessary either to make this Agreement in accordance with public policy of the Commonwealth of Virginia or to fit the circumstances peculiar to Employee. Additionally, Employee covenants that if Employee has any questions about the scope or meaning of any restrictive covenants of this Agreement, then Employee shall put such questions in writing to General Counsel of HRH, who shall then endeavor to answer such requests as soon as practicable.

9. SEVERABILITY AND INDEPENDENCE. If any provision of this Agreement or any part of any provision of this Agreement is determined to be unenforceable for any reason whatsoever, it shall be severable from the rest of this Agreement and shall not invalidate or affect the other portions or parts of the Agreement, which shall remain in full force and effect and be enforceable according to their terms. Furthermore, no covenant herein shall be dependent upon any other covenant or provision herein, each of which covenants shall stand independently and be enforceable without regard to the other or to any other provision of this Agreement.

10. INTERPRETATION. There shall be no presumption that this Agreement is to be construed against the Employer or the HRH Companies, since Employee acknowledges that Employee understands all provisions of this Agreement, that the restrictive covenants contained herein are ancillary to an enforceable agreement and are fair, necessary for the protection of Employer and the HRH Companies and relatively standard to the insurance agency industry and that Employee was offered the opportunity to negotiate, alter, and amend any and all provisions of this Agreement before executing this Agreement and legally binding himself hereto.

11. MANDATORY ARBITRATION; GOVERNING LAW; PRAYER FOR REFORMATION. Any dispute or controversy as to the interpretation, construction, application or enforcement of, or otherwise arising under or in connection with this Agreement, shall be submitted to mandatory, final and binding arbitration in the City of Richmond, Virginia, in accordance with the commercial arbitration rules then prevailing of the American Arbitration Association. Employer and Employee waive the right to submit any controversy or dispute to a Court and/or a jury. Any award rendered therein shall provide the full remedies available to the parties under the applicable law and shall

Michael Dinkins Employment Agreement – 2005 Page 6 of 8

be final and binding on each of the parties hereto and their heirs, executors, administrators, successors and assigns and judgment may be entered thereon in any court having jurisdiction. The prevailing party in any such arbitration shall be entitled to an award by the arbitrator of all reasonable attorneys’ fees and expenses incurred in connection with the arbitration. The parties agree that the transactions reflected in this document involve interstate commerce, and accordingly agree that any issues as to arbitrability shall be resolved pursuant to the Federal Arbitration Act.

The parties agree that any substantive issues under this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

/s/ Walter L. Smith	/s/ Michael Dinkins
HILB ROGAL & HOBBS COMPANY	MICHAEL DINKINS

EACH OF EMPLOYER AND EMPLOYEE KNOWINGLY AND VOLUNTARILY REQUESTS THAT ANY TRIBUNAL BEFORE WHOM THIS EMPLOYMENT AGREEMENT IS IN CONTROVERSY REFORM THE RESTRICTIVE COVENANTS HEREIN, IF SUCH REFORMATION IS NECESSARY TO MAKE ANY OF THEM ENFORCEABLE, TO THE MAXIMUM LEVEL OF ENFORCEMENT PERMISSIBLE TO EMPLOYER AND EQUITABLE UNDER THE CIRCUMSTANCES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EMPLOYER TO ENTER INTO THIS AGREEMENT.

12. Mandatory Forum for Confirmation of Arbitration Award: Employee agrees that any award rendered as a result of the arbitration proceedings shall be confirmed in the Federal or State Courts of the Commonwealth of Virginia, and may be enforced by such courts as if the order were their own. By execution hereof, Employee irrevocably submits to the jurisdiction of such courts for this purpose, and waives any defense that he is not subject to such proceedings, that the forum is not convenient, that the matter should be transferred to another forum, or that the arbitration award may not be confirmed and enforced by such courts. Employee consents to service of process in any such proceedings in any manner permitted by the laws of the Commonwealth of Virginia.

13. MISCELLANEOUS.

A. Case and Gender. Wherever required by the context of this Agreement, the singular and plural cases and the masculine, feminine and neuter genders shall be interchangeable.

B. Nonwaiver. The waiver by Employer of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or as a waiver of any other provisions of this Agreement.

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C. Captions. The captions provided in this Agreement are intended for descriptive and reference purposes only and are not intended to limit the applicability of the terms of any paragraph to that caption.

D. Succession and Assignment. This Agreement shall be binding upon the parties hereto and is not assignable by Employee. This Agreement shall inure, however, to the benefit of Employer’s successors and assigns, including, without limitation, successor corporations by way of merger or consolidation or any entity which purchases substantially all of the assets of Employer or of the region headed by Employee.

E. Entire Agreement. This Agreement supersedes any prior written or unwritten agreement, representation or understanding between the Employer and Employee and represents the entire agreement, representations and understanding between Employer and Employee concerning the subject matter hereof.

F. Executive Compensation and Benefits. Employee acknowledges that the executive compensation and benefits that may be offered are subject to change in the discretion of Employer and the Committee and the Board of Employer and are not guaranteed to continue or to be without change and may be terminated or altered as deemed prudent by any of the foregoing.

WITNESS the following signatures as of the date first set forth above.

EMPLOYER:
HILB ROGAL & HOBBS COMPANY
By	/s/ Walter L. Smith
Its	Senior Vice President, General Counsel and Secretary
EMPLOYEE:
/s/ Michael Dinkins
MICHAEL DINKINS

Michael Dinkins Employment Agreement – 2005 Page 8 of 8

EX-10.3

Exhibit 10.3

HILB ROGAL & HOBBS COMPANY

CHANGE OF CONTROL EMPLOYMENT AGREEMENT WITH

MICHAEL DINKINS

CHANGE OF CONTROL EMPLOYMENT AGREEMENT

AGREEMENT by and between Hilb Rogal & Hobbs Company, a Virginia corporation (the “Company”), and Michael Dinkins (the “Executive”), dated as of the 1st day of October, 2005.

The Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Certain Definitions.

(a) The “Effective Date” shall mean the first date during the Change of Control Period (as defined in Section 1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination of employment.

(b) The “Change of Control Period” shall mean the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

(c) “Subsidiary” shall mean any corporation that is directly, or indirectly though one or more intermediaries, controlled by the Company.

2. Change of Control. For the purpose of this Agreement, a “Change of Control” shall be deemed to have taken place if:

(a) any individual, entity or “group” (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) becomes the beneficial owner of shares of the Company having 25 percent or more of the total number of votes that may be cast for the election of directors of the Company, other than (i) as a result of any acquisition directly from the Company, or (ii) as a result of any acquisition by any employee benefit plans (or related trusts) sponsored or maintained by the Company or its Subsidiaries; or

(b) there is a change in the composition of the Board such that the 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, for purposes of this definition, that any individual who becomes a member of the Board subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(c) if at any time, (i) the Company shall consolidate with, or merge with, any other Person and the Company shall not be the continuing or surviving corporation, (ii) any Person shall consolidate with, or merge with, the Company, and the Company shall be the continuing or surviving corporation and in connection therewith, all or part of the outstanding Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, (iii) the Company shall be a party to a statutory share exchange with any other Person after which the Company is a Subsidiary of any other Person, or (iv) the Company shall sell or otherwise transfer 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons.

3. Employment Period; Guaranty. If the Executive is employed by the Company and/or a Subsidiary on the Effective Date, the Company hereby agrees to continue to employ and to cause such Subsidiary to continue to employ the Executive, and the Executive hereby agrees to remain in the employ of the Company and/or such Subsidiary, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of such date (the “Employment Period”). For purposes of this Agreement, unless expressly limited to Hilb Rogal & Hobbs Company, “Company” hereinafter shall mean each of Hilb Rogal & Hobbs Company and/or any of its Subsidiaries that employ the Executive.

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4. Terms of Employment.

(a) Position and Duties.

(i) During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

(b) Compensation.

(i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary which has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual

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Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.

(ii) Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s highest bonus under annual incentive plans of the Company and its affiliated companies or any comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to the Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year) (the “Recent Annual Bonus”). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

(iii) Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

(iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

(v) Expenses. During the Employment Period the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and

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procedures of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vi) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(vii) Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

(viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

5. Termination of Employment.

(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean that the Executive is unable, by reason of physical or mental incapacity, to perform his duties to the Company on a full-time basis for a period longer than three (3) consecutive months or more than six (6) months in any consecutive

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twelve (12)-month period. The existence of a Disability shall be determined by the Board of Directors of the Company, based upon due consideration of the opinion of the Executive’s personal physician or physicians and of the opinion of any physician or physicians selected by the Board of Directors for these purposes. If the Executive’s personal physician disagrees with the physician retained by the Company, the Board of Directors will retain an impartial physician selected by the Executive’s personal physician and the Company’s physician and the opinion of the impartial physician shall be binding upon the Company and the Executive. The Executive shall submit to examination by any physician or physicians so selected by the Board of Directors, and shall otherwise cooperate with the Board of Directors in making the determination contemplated hereunder, such cooperation to include, without limitation, consenting to the release of information by any such physician(s) to the Board of Directors.

(b) Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean:

(i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or

(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

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(c) Good Reason; Window Period. The Executive’s employment may be terminated (i) during the Employment Period by the Executive for Good Reason or (ii) during the Window Period by Executive without any reason. For purposes of this Agreement, “Window Period” shall mean the 30-day period immediately following the first anniversary of the Effective Date. For purposes of this Agreement, “Good Reason” shall mean:

(i) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii) any failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii) the Company’s requiring the Executive to be based at any office or location other than as provided in Section 4(a)(i)(B) hereof or the Company’s requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date;

(iv) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(v) any failure by the Company to comply with and satisfy Section 11(c) of this Agreement.

For purposes of this Section 5(c), any good faith determination of “Good Reason” made by the Executive shall be conclusive.

(d) Notice of Termination. Any termination by the Company for Cause, or by the Executive during the Window Period or for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason

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or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e) Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive during the Window Period or for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

6. Obligations of the Company upon Termination.

(a) During the Window Period. If, during the Employment Period, the Executive shall terminate employment without any reason during the Window Period:

(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (1) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid and (2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the “Highest Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and

(ii) the amount equal to the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and

(iii) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare

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benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period; and

(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(b) Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, Death or Disability or the Executive shall terminate employment for Good Reason:

(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

A. the Accrued Obligations; and

B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive’s Annual Base Salary and (y) the Highest Annual Bonus; and

C. an amount equal to the excess of (a) the actuarial equivalent of the benefit under the qualified defined benefit retirement plan of the Company or any of its affiliated companies (the “Retirement Plan”) (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date), and any excess or supplemental retirement plan of the Company or any of its affiliated companies in which the Executive participates (together, the “BRP”) which the Executive would receive if the Executive’s employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive’s compensation in each of the three years is that required by Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the BRP as of the Date of Termination;

(ii) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program,

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practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the last day of such period;

(iii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in his sole discretion; and

(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(c) Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and affiliated companies to the estates and beneficiaries of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive’s estate and/or the Executive’s beneficiaries, as in effect on the date of the Executive’s death with respect to other peer executives of the Company and its affiliated companies and their beneficiaries.

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(d) Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(d) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families.

(e) Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (x) his Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits, in each case to the extent theretofore unpaid. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations and the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Section 12(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

8. Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions

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of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).

9. Certain Additional Payments by the Company.

(a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 9(a), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Payments do not exceed 110% of the greatest amount that could be paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax (the “Reduced Amount”), then no Gross-Up Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount.

(b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder

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(which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order effectively to contest such claim, and

(iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties), incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its

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sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 9(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

10. Restrictive Covenants.

(a) Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.

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(b) Nonraiding of Employees. The Executive covenants during the Employment Period not to solicit, induce or encourage, for the purposes of employing or offering employment to, any individuals who, as of the date of termination of the Executive’s employment, are employees of the Company or its affiliates, nor will Executive directly or indirectly solicit, induce or encourage any of the Company’s or its affiliates’ employees to seek employment with any other business, whether or not the Executive is then affiliated with such business.

(c) Nonpiracy of Certain Accounts. During the Employment Period, except on behalf of Company, its affiliates and their successors and assigns (“Protected Entity”), Executive shall not solicit, induce or encourage any person or entity doing business with the Company or its affiliates as of the Effective Date to cease or diminish its business with the Protected Entity.

In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. Subparagraphs (a), (b) and (c) are separate and divisible covenants; if for any reason any one covenant is held to be illegal, invalid or unenforceable, in whole or in part, the remaining covenants shall remain valid and enforceable and shall not be affected thereby. Further, the periods and scope of the restrictions set forth in any such subparagraph shall be reduced by the minimum amount necessary to reform such subparagraph to the maximum level of enforcement permitted to Company or Protected Entity by the law governing this Agreement.

11. Successors.

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

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12. Miscellaneous.

(a) MANDATORY ARBITRATION; GOVERNING LAW; PRAYER FOR REFORMATION; MANDATORY FORUM FOR CONFIRMATION OF ARBITRATION AWARD; AMENDMENT. Any dispute or controversy as to the interpretation, construction, application or enforcement of, or otherwise arising under or in connection with this Agreement, shall be submitted to mandatory, final and binding arbitration in the City of Richmond, Virginia, in accordance with the commercial arbitration rules then prevailing of the American Arbitration Association. Executive and Company waive the right to submit any controversy or dispute to a Court and/or a jury. Any award rendered therein shall provide the full remedies available to the parties under the applicable law and shall be final and binding on each of the parties hereto and their heirs, executors, administrators, successors and assigns and judgment may be entered thereon in any court having jurisdiction. Each party in any such arbitration shall bear its own costs in connection with the arbitration. The parties agree that the transactions reflected in this document involve interstate commerce, and accordingly agree that any issues as to arbitrability shall be resolved pursuant to the Federal Arbitration Act.

The parties agree that any substantive issues under this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

Executive agrees that any award rendered as a result of the arbitration proceedings shall be confirmed in the Federal or State Courts of the Commonwealth of Virginia, and may be enforced by such courts as if the order were their own. By execution hereof, Executive irrevocably submits to the jurisdiction of such courts for this purpose, and waives any defense that Executive is not subject to such proceedings, that the forum is not convenient, that the matter should be transferred to another forum, or that the arbitration award may not be confirmed and enforced by such courts. Executive consents to service of process in any such proceedings in any manner permitted by the laws of the Commonwealth of Virginia.

This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

Michael Dinkins

If to the Company:

Hilb Rogal & Hobbs Company

4951 Lake Brook Drive, Suite 500

Glen Allen, Virginia 23060

Attention:    Chief Executive Officer

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or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 5(c)(i)-(v) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, subject to Section 1(a) hereof, prior to the Effective Date, the Executive’s employment and/or this Agreement may be terminated by either the Executive or the Company at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. From and after the Effective Date, this Agreement shall become effective, and shall replace and supersede any existing Employment Agreement between the Company and the Executive, to the extent its terms are more advantageous to the Executive, except that any covenants contained in any prior agreement between Executive and the Company restricting Executive’s ability to compete with or to solicit the employees, clients or customers of the Company, or to use or disclose any Confidential Information (as that term is defined in any such agreement), shall remain in full force and effect.

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

HILB ROGAL & HOBBS COMPANY
By:	/s/ Walter L. Smith
Title:	Senior Vice President, General Counsel and Secretary
/s/ Michael Dinkins
MICHAEL DINKINS

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EX-99.1

Exhibit 99.1

News Release

Hilb Rogal & Hobbs Company	Contact: Liz Cougot
4951 Lake Brook Drive	Phone: (804) 747-3120
Glen Allen, Virginia 23060-9272	Fax: (804) 747-6046

FOR IMMEDIATE RELEASE

September 13, 2005

HILB ROGAL & HOBBS APPOINTS NEW CHIEF FINANCIAL OFFICER

RICHMOND, VA - Hilb Rogal & Hobbs Company (NYSE: HRH), the world’s 10th largest insurance and risk management intermediary, announced that it has appointed Michael Dinkins to the position of executive vice president and chief financial officer. Dinkins will succeed Carolyn Jones, who recently announced her intention to retire. It is expected that Dinkins will assume the position in early October.

Dinkins will join HRH from Guidant Corporation, a leading maker of medical devices, where he was vice president global control and reengineering. Before that, he served as chief financial officer for NCR’s Worldwide Customer Services Operation in Dayton, Ohio; Access Worldwide Communications, Inc. in Boca Raton, Florida, where he later became chairman and chief executive officer; and Cadmus Communications Group in Richmond, Virginia. Dinkins began his career at General Electric Company, Inc. in the Financial Management Program. During his 17 years there, he served in financial management positions of increasing responsibility, including serving as an instructor for GE’s Financial Management Program. Dinkins has attained both a CPA as well as a Certified Management Accountant certification and earned a Bachelor’s of Financial Administration degree from Michigan State University. Dinkins is also a member of the Board of Directors of LandAmerica Financial Group, Inc.

HRH Chairman and Chief Executive Officer Martin L. (Mell) Vaughan, III said, “I am very pleased that Michael will be joining our executive management team. He brings a unique combination of operational, financial and international expertise to this increasingly complex position. I am confident he will provide strong financial management leadership to the company, and be a valuable strategic partner to me and the other members of our leadership team.”

Hilb Rogal & Hobbs Company is the eighth largest insurance and risk management intermediary in the U.S. and 10th largest in the world. From offices throughout the U.S. and in London, HRH assists clients in managing risks in property and casualty, employee benefits and many other areas of specialized exposure. The company’s common stock is traded on the New York Stock Exchange, symbol HRH. More information about HRH may be found on the internet at www.hrh.com.

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