8-K

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): March 27, 2006

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)	(IRS Employer Identification No.)
4951 Lake Brook Drive, Suite 500 Glen Allen, Virginia	23060–1220
(Address of Principal Executive Offices)	(Zip Code)

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

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 March 27, 2006, the Human Resources and Compensation Committee of the Board of Directors (the “Compensation Committee”) of Hilb Rogal & Hobbs Company (the “Company”) took the following actions relating to executive compensation:

2006 Corporate Incentive Plan

The Compensation Committee adopted the 2006 Corporate Incentive Plan (“2006 Plan”) to provide annual incentive compensation to key executives of the Company. Under the 2006 Plan, senior corporate officers and regional directors of the Company are eligible to receive cash bonus awards for achievements relating to the Company’s financial performance for the 2006 fiscal year.

The 2006 Plan provides for a bonus pool to be established based on (i) the percentage increase in the Company’s operating earnings per share, as defined in the 2006 Plan, from fiscal year 2005 to fiscal year 2006 and (ii) an incentive bonus target amount for each of the participating executives. In addition, based upon various qualitative factors regarding the Company’s performance, the Compensation Committee has the discretion to (i) increase or decrease the bonus pool by up to 20% for percentage increases in the Company’s operating earnings per share that are between certain thresholds and (ii) establish the bonus pool amount for percentage increases in the Company’s operating earnings per share that are above or below certain thresholds. The incentive bonus target for each executive is based on the executive’s position and salary grade within the Company. The provisions of the 2006 Plan may be amended to reflect the occurrence of unusual business conditions that may generate unusually high or low increases in the Company’s 2006 operating earnings per share.

Within an established range of target thresholds for increases in operating earnings per share, 70% of the amount of each executive’s annual cash incentive bonus to be paid from the 2006 bonus pool will be determined by a formula and the remaining 30% will be distributed on a discretionary basis by the Chairman and Chief Executive Officer (the “Chairman”) and President of the Company based upon the participant’s individual contribution to the success of the Company as determined by the Chairman and President. This discretionary portion may be used to either increase or decrease a participant’s individual target bonus by up to 30%. The Chairman and the President, with the approval of the Compensation Committee, have certain discretion within the 2006 Plan with respect to the payment of bonuses at various operating earnings per share levels below the minimum or above the maximum thresholds under the 2006 Plan.

The 2006 Plan does not provide for a bonus pool for percentage increases in operating earnings per share that exceed a maximum threshold.

All awards under the 2006 Plan will be paid in cash in the first quarter of 2007. The maximum bonus that can be earned by an executive under the 2006 plan is 200% of the participant’s base salary, unless otherwise determined appropriate by the Chairman.

–2–

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
10.1	2006 Corporate Incentive Plan

–3–

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: March 31, 2006	By:	/s/ A. Brent King
		A. Brent King
		Vice President, General Counsel and Assistant Secretary

–4–

EXHIBIT INDEX

Exhibit No.	Document
10.1	2006 Corporate Incentive Plan

EX-10.1

Exhibit 10.1

Hilb Rogal & Hobbs Company

2006 Corporate Incentive Plan

STRATEGY

This plan has been formulated to focus the performance of selected corporate headquarters and field operations staff on achievements critical to the financial and operational success of HRH. Emphasis is placed on the Company’s performance relative to EPS and budget and comparison to industry, peers and the S&P 600.

ELIGIBILITY

All senior corporate officers and regional directors are normally nominated to participate in the plan. Final eligibility is determined and approved by the Chairman and President.

CORPORATE INCENTIVE BONUS POOL

Subject to the terms and conditions hereof, a bonus pool will be generated based on the Company achieving increases in earnings per share as shown in the chart below. The bonus pool at a XX% to XX% increase in EPS is equivalent to the sum of the target bonuses for all of the participants in the Plan.

Earnings Per Share * 2006
Bonus Pool

[Chart Omitted]

* Payouts for increases below XX% or above XX% are at the discretion of the Human Resources & Compensation Committee (the “Committee”) in relation to HRH’s performance against the industry, peer group and the S&P 600. Figures listed above for percentage increases below XX% and above XX% are guidelines for the Committee in the event they choose to exercise this discretion.

For payouts on increases between XX and XX%, the Committee reserves the right to modify the bonus pool, either positively or negatively, by an amount up to but not to exceed 20%. Any modification will be determined by the Committee’s assessment of the executive team’s performance in its totality.

2006 Corporate Incentive Plan

Page 2

Note: Bonus pool amounts are calculated in proportion to the increase in EPS. For increase percentages between the above defined measurement points, bonus amounts are determined on a prorated basis. For example, the corresponding bonus pool for an EPS increase of XX% would be $X,XXX,XXX. Notwithstanding the above, the maximum total bonus pool payable may never exceed 200% of the sum of all participants’ base salaries.

INDIVIDUAL INCENTIVE BONUS TARGETS

The following positions have been designated as CIP participants for 2006.

[Table Omitted]

The target bonus for employees entering the plan during the year will be adjusted on a pro-rata basis to reflect the period of time they are in the plan. The target bonus for employees promoted during the year will be increased to the new target bonus for the new position. The bonus pool will be adjusted to reflect these changes.

ESTABLISHING PERFORMANCE STANDARDS UNDER THE PLAN

2006 Performance Standards—Earnings Per Share—For 2006, the Company engaged an independent third party consultant to analyze and forecast the EPS for the industry, HRH’s peer group and the S&P 600. As a result of this analysis, a new targeted goal of XX% to XX% increase in EPS has been established to allow 100% payout of targeted bonuses.

2006 Corporate Incentive Plan

Page 3

A bonus pool will be established for performance between a XX% increase in EPS and a XX% increase in EPS. Payouts between XX% and XX% will be distributed on a 70% formula driven and 30% discretionary basis. Payouts below XX% or above XX% are at the discretion of the Committee in relation to HRH’s performance against its peer group.

2006 Performance Standard—Budgeted Profit—The Committee will also consider the Company’s performance to budget in making any discretionary judgments regarding the bonus pool amount or related modifications.

INCENTIVE PAYOUTS

Target bonuses will be paid out on a formulaic and discretionary basis for EPS increases between XX% and XX%. The bonus pool will be fully accrued and distributed to participants based on a part formulaic (70%) and part discretionary (30%) basis. This discretion may be used by the Chairman to either increase or decrease a participant’s individual target bonus by up to 30%.

The discretionary pool may be distributed by the Chairman and the President based on the participant’s individual contribution to the Company’s success. In determining each participant’s portion of the discretionary pool, factors such as regional profit margin and growth, successful implementation of the strategic plan, reduction of non-value added expense, contribution to EPS growth, completion of assigned special projects, etc., will be evaluated. In addition, the participant’s leadership skills and contributions to the success of the Company will be considered and evaluated as well.

The bonus pool established for increases in EPS below XX% and above XX% is formula driven but the payout is totally discretionary and will be determined by the Chairman and President with the approval of the Committee. Payouts for increases in EPS above XX% are for extraordinary performance. Bonuses will not be paid to the executive group if the Company does not make a profit, unless the lack of profit is the result of an investment strategy that was approved by the Board.

Note: Corporate Earnings per Share increase is the percentage increase in operating earnings per share from 2005 to 2006.

ADMINISTRATION

Payment—Bonuses will not be paid to any participant who is not a full time, active employee on the date the bonus is payable except in the case of an approved retirement or disability or in the case of death. In these instances, a prorated portion of the bonus will be paid based on the actual period of employment during the year. Employees who voluntarily resign or are terminated prior to the incentive award payout will forfeit the opportunity to earn an incentive award as of the date of resignation or termination, regardless of the actual last day worked.

2006 Corporate Incentive Plan

Page 4

Maximum payout—The bonus earned by a participant under this plan cannot exceed 200% of the participant’s base salary, unless otherwise determined appropriate by the Chairman.

Cash Distribution of Incentive Payment—All awards will be paid in cash no later than March 15, 2007. Participants may elect to defer receipt of all or a portion of their incentive award, subject to the terms of the Executive Voluntary Deferral Plan.

New Hires, Transfers, Promotions—Individuals hired, promoted or transferred into an eligible position during the plan year (prior to November) will be eligible for a prorated award based on the actual period of employment in that position during the year.

Plan Design Criteria—The plan has been designed to operate in a normal business environment. If unusual business conditions occur that generate unusually high or low increases in EPS, the Plan may be amended to take those conditions into consideration.

Approvals—The Chairman will administer the Plan and have the authority to interpret all provisions and to make any rules and regulations necessary to administer the Plan in his sole discretion. All incentive award payments under this Plan are subject to the approval of the Chairman and the Committee. The Board of Directors must approve the Chairman’s incentive award.

Nothing in this plan shall constitute an agreement by HRH to employ participants for a fixed term. The participants shall remain at-will employees of HRH.

HRH expects to continue this plan indefinitely, but reserves the right to change or terminate the plan at any time.