10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

Commission File Number 0-15981

HILB ROGAL & HOBBS COMPANY

(Exact name of registrant as specified in its charter)

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)

(804) 747-6500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x        No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  x        Accelerated Filer  ¨        Non-Accelerated Filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨            No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at April 30, 2007
Common Stock, no par value	36,770,657

HILB ROGAL & HOBBS COMPANY

INDEX

	Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Statement of Consolidated Income for the three months ended March 31, 2007 and 2006	2
Consolidated Balance Sheet March 31, 2007 and December 31, 2006	3
Statement of Consolidated Shareholders’ Equity for the three months ended March 31, 2007 and 2006	4
Statement of Consolidated Cash Flows for the three months ended March 31, 2007 and 2006	5
Notes to Consolidated Financial Statements	6-13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	14-18
Item 3. Quantitative and Qualitative Disclosure About Market Risk.	18
Item 4. Controls and Procedures.	18-19
Part II. OTHER INFORMATION
Item 1. Legal Proceedings.	20
Item 1A. Risk Factors.	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	20
Item 5. Other Information	21
Item 6. Exhibits.	22
Signatures	23

1

PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS.

STATEMENT OF CONSOLIDATED INCOME

HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

(UNAUDITED)

	Three Months Ended March 31,
(in thousands, except per share amounts)	2007		2006
REVENUES
Core commissions and fees	$	159,069	$	146,671
Contingent commissions		33,119		33,725
Investment income		3,037		2,190
Other		2,968		1,199
		198,193		183,785
OPERATING EXPENSES
Compensation and employee benefits		109,118		98,551
Other operating expenses		33,022		30,975
Depreciation		2,113		2,077
Amortization of intangibles		7,414		4,806
Interest expense		5,491		4,611
		157,158		141,020
INCOME BEFORE INCOME TAXES		41,035		42,765
Income taxes		15,813		16,841
NET INCOME	$	25,222	$	25,924
Net Income Per Share:
Basic	$	0.70	$	0.72
Assuming Dilution	$	0.69	$	0.71

See notes to consolidated financial statements.

2

CONSOLIDATED BALANCE SHEET

HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

	March 31, 2007		December 31, 2006
(in thousands)	(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents, including $77,333 and $59,821 respectively, of restricted funds	$	251,168	$	254,811
Receivables:
Premiums and commissions, less allowance for doubtful accounts of $3,665 and $3,713, respectively		269,051		273,523
Other		34,818		34,169
		303,869		307,692
Prepaid expenses and other current assets		32,229		33,869
TOTAL CURRENT ASSETS		587,266		596,372
PROPERTY AND EQUIPMENT, NET		23,752		22,178
GOODWILL		703,384		636,997
OTHER INTANGIBLE ASSETS		270,948		219,458
Less accumulated amortization		76,813		70,801
		897,519		785,654
OTHER ASSETS		33,751		33,943
	$	1,542,288	$	1,438,147
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Premiums payable to insurance companies	$	386,257	$	385,556
Accounts payable		18,192		22,572
Accrued expenses		60,436		70,703
Premium deposits and credits due customers		48,456		38,760
Current portion of long-term debt		8,771		9,060
TOTAL CURRENT LIABILITIES		522,112		526,651
LONG-TERM DEBT		301,687		231,957
DEFERRED INCOME TAXES		40,202		32,231
OTHER LONG-TERM LIABILITIES		42,013		43,939
SHAREHOLDERS’ EQUITY
Common Stock, no par value; authorized 100,000 shares; outstanding 36,661 and 36,312 shares, respectively		262,627		250,359
Retained earnings		370,920		350,084
Accumulated other comprehensive income
Unrealized gain on interest rate swaps, net of deferred tax expense of $216 and $404, respectively		337		636
Foreign currency translation adjustments		2,390		2,290
		636,274		603,369
	$	1,542,288	$	1,438,147

See notes to consolidated financial statements.

3

STATEMENT OF CONSOLIDATED SHAREHOLDERS’ EQUITY

HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

(UNAUDITED)

	Common Stock			Retained Earnings			Accumulated Other Comprehensive Income (Loss)
(in thousands, except per share amounts)				(Restated)
Balance at January 1, 2007	$	250,359		$	350,084		$	2,926
Issuance of 349 shares of Common Stock		8,680
Stock-based compensation		1,823
Income tax benefit from exercise of stock options		1,765
Payment of dividends ($0.120 per share)					(4,386	)
Derivative loss, net of tax								(299	)
Foreign currency translation adjustments								100
Net income					25,222
Balance at March 31, 2007	$	262,627		$	370,920		$	2,727
Balance at January 1, 2006 (as previously reported)	$	233,292		$	312,040		$	925
Cumulative effect of restatement on prior period					(31,853	)
Balance at January 1, 2006 (restated)		233,292			280,187			925
Issuance of 311 shares of Common Stock		7,432
Repurchase of 90 shares of Common Stock		(3,407	)
Stock-based compensation		2,490
Income tax benefit from exercise of stock options		987
Payment of dividends ($0.115 per share)					(4,160	)
Derivative gain, net of tax								769
Foreign currency translation adjustments								138
Net income					25,924
Balance at March 31, 2006	$	240,794		$	301,951		$	1,832

See notes to consolidated financial statements.

4

STATEMENT OF CONSOLIDATED CASH FLOWS

HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

(UNAUDITED)

	Three Months Ended March 31,
(in thousands)	2007			2006
OPERATING ACTIVITIES
Net income	$	25,222		$	25,924
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		2,113			2,077
Amortization of intangibles		7,414			4,806
Stock-based compensation		1,823			2,490
Provision for losses on receivables		214			512
Provision for deferred income taxes		851			1,627
Gain on sale of assets		(2,284	)		(339	)
Changes in operating assets and liabilities net of effects from insurance agency acquisitions and dispositions:
Decrease in receivables		64,990			42,831
Decrease in prepaid expenses		2,494			4,544
Decrease in premiums payable to insurance companies		(80,029	)		(44,034	)
Increase in premium deposits and credits due customers		9,696			102
Decrease in accounts payable		(7,734	)		(2,689	)
Decrease in accrued expenses		(18,518	)		(457	)
Decrease in regulatory charge accrual		(160	)		(635	)
Other operating activities		(729	)		(5,031	)
Net Cash Provided by Operating Activities		5,363			31,728
INVESTING ACTIVITIES
Purchase of property and equipment		(2,268	)		(1,675	)
Purchase of insurance agencies, net of cash acquired		(59,136	)		(11,125	)
Proceeds from sale of assets		10,109			771
Sale of investments		—			13,800
Other investing activities		(36	)		601
Net Cash Provided by (Used in) Investing Activities		(51,331	)		2,372
FINANCING ACTIVITIES
Principal payments on long-term debt		(29,068	)		(4,621	)
Proceeds from long-term debt		66,402			—
Repurchase of Common Stock		—			(3,407	)
Proceeds from issuance of Common Stock, net of tax payments for options exercised		7,612			2,614
Income tax benefit from exercise of stock options		1,765			987
Dividends		(4,386	)		(4,160	)
Net Cash Provided by (Used in) Financing Activities		42,325			(8,587	)
Increase (decrease) in cash and cash equivalents		(3,643	)		25,513
Cash and cash equivalents at beginning of period		254,811			224,471
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	251,168		$	249,984

See notes to consolidated financial statements.

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

March 31, 2007

(UNAUDITED)

NOTE A—BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Hilb Rogal & Hobbs Company (the Company) have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain amounts for the prior period have been reclassified to conform to current year presentation. Operating results for the three-month period ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Form 10-K for the year ended December 31, 2006.

NOTE B—RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

On February 21, 2007, the Company announced that the Company’s management had reexamined its segment evaluation analysis and determined that, in accordance with Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information,” an error had been made in its identification of reportable segments for the years ended December 31, 2005 and 2004. As a result of this error, the Company incorrectly concluded that one reportable segment existed and, as a result, no segment disclosures were provided in 2005 or 2004. After completing the reassessment, the Company identified two reportable segments, Domestic Retail and Excess and Surplus, and an All Other category comprised of the remaining profit centers.

Also, on February 21, 2007, the Company announced that it would be restating previously filed financial statements to correct the Company’s accounting for goodwill impairment testing under Financial Accounting Standards Board Statement No. 142, “Goodwill and Other Intangible Assets” (Statement 142). The Company determined that it incorrectly applied Statement 142’s provisions for identifying reporting units since adoption and, as a result, tested goodwill impairment at a higher reporting unit level than was appropriate. The correction of this error resulted in a non-cash intangible asset impairment charge, primarily related to goodwill, of $45.0 million, or $31.9 million net of income taxes, for the year ended December 31, 2003. The Company has restated the consolidated financial statements for the years ended December 31, 2005, 2004 and 2003 and its unaudited quarterly results for those years and 2006. All applicable information contained in this report gives effect to those restatements. Consequently, reliance should not be placed upon the financial statements for the above mentioned periods that have been filed with or furnished to the SEC or included in previous announcements. For further information, refer to Note B to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

The following table sets forth the net effect of the restatements only for the specific line item amounts that changed as presented in the Company’s Statement of Consolidated Shareholders’ Equity for the three months ended March 31, 2006.

The line items that changed on the Statement of Consolidated Shareholders’ Equity for the three months ended March 31, 2006 due to the restatement are as follows:

	March 31, 2006
(in thousands)	As Reported		Adjustment			As Restated
Retained earnings—January 1, 2006	$	312,040	$	(31,853	)	$	280,187
Retained earnings—March 31, 2006		333,804		(31,853	)		301,951

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

March 31, 2007

(UNAUDITED)

The restatement had no impact on the Statement of Consolidated Income or Statement of Consolidated Cash Flows for the three months ended March 31, 2006.

NOTE C—RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of SFAS No. 109” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Financial Accounting Standards Board Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on measurement, derecognition and classification and additional disclosure requirements. FIN 48 is effective for fiscal years beginning after December 15, 2006. Accordingly, the Company adopted FIN 48 as of January 1, 2007, as required. The adoption of FIN 48 did not have a material impact on the Company’s financial position or results of operations.

At January 1, 2007, the Company’s gross unrecognized income tax benefits were less than $1.0 million. The total amount of unrecognized income tax benefits that, if recognized, would affect the effective tax rate was less than $1.0 million at January 1, 2007. The Company accrues interest and penalties related to unrecognized income tax benefits in its income tax provision. At January 1, 2007, the Company had accrued interest and penalties related to unrecognized income tax benefits of $1.5 million.

The Company and its subsidiaries operate in multiple jurisdictions including the U.S. Federal, various states, and other foreign countries. The Company’s U.S. Federal tax returns are subject to audit for calendar years 2004, 2005 and 2006. In addition, the Company’s state tax returns are subject to audit for calendar years subsequent to 2002.

NOTE D—INCOME TAXES

Deferred taxes result from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s effective rate varies from the statutory rate primarily due to higher tax exempt investment income and a favorable mix of state tax rates.

NOTE E—ACQUISITIONS

During the first three months of 2007, the Company acquired certain assets and liabilities of four insurance agencies and other accounts. These acquisitions, individually or in aggregate, were not material to the consolidated financial statements. For certain acquisitions, the allocations of purchase price are preliminary and subject to refinement as the valuations of certain tangible and intangible assets are not final.

NOTE F—SALE OF ASSETS AND OTHER GAINS

During the three months ended March 31, 2007 and 2006, the Company sold certain offices, accounts and other assets resulting in gains of $2.3 million and $0.3 million, respectively. These amounts are included in other revenues in the Statement of Consolidated Income. Income taxes related to these gains were $0.9 million and $0.1 million for the three months ended March 31, 2007 and 2006, respectively. Revenues, expenses and assets related to these dispositions were not material to the consolidated financial statements.

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

March 31, 2007

(UNAUDITED)

NOTE G—NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income per share:

	Three Months Ended March 31,
(in thousands, except per share amounts)	2007		2006
Numerator for basic and diluted net income per share
Net Income	$	25,222	$	25,924
Denominator
Weighted average shares		36,163		35,778
Effect of guaranteed future shares to be issued in connection with agency acquisitions		51		135
Denominator for basic net income per share		36,214		35,913
Effect of dilutive securities:
Employee stock options		348		367
Employee non-vested stock		135		130
Contingent stock – acquisitions		27		12
Dilutive potential common shares		510		509
Denominator for diluted net income per share - adjusted weighted average shares		36,724		36,422
Net Income Per Share:
Basic	$	0.70	$	0.72
Assuming Dilution	$	0.69	$	0.71

NOTE H—REGULATORY CHARGE AND RELATED MATTERS

The Company and certain other companies in the insurance intermediary industry have been subject to investigations and inquiries by various governmental authorities regarding business practices and broker compensation arrangements. On August 31, 2005, the Company entered into an agreement (the Agreement) with the Attorney General of the State of Connecticut (the Attorney General) and the Insurance Commissioner of the State of Connecticut (the Commissioner) to resolve all issues related to investigations conducted by the Attorney General and the Commissioner into certain insurance brokerage and insurance agency practices (the Investigations) and to settle an action commenced on August 31, 2005 by the Attorney General in the Connecticut Superior Court alleging violations of the Connecticut Unfair Trade Practices Act and the Connecticut Unfair Insurance Practices Act (the Action). In the Agreement, the Company agreed to take certain actions including establishing a $30.0 million national fund for distribution to certain clients, enhancing disclosure practices for agency and broker clients, and to not accept or request contingent compensation on brokerage business.

In the 2005 third quarter, the Company recorded a $42.3 million charge, and related income tax benefit of $16.0 million, primarily relating to the Agreement with the Attorney General and the Commissioner. This charge included the $30.0 million national fund established by the Agreement; $5.1 million of estimated legal and administrative costs to be incurred related to the Fund and complying with the Agreement’s other provisions; and $1.4 million of legal costs related to the Agreement incurred in the 2005 third quarter. The regulatory charge also

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

March 31, 2007

(UNAUDITED)

included $5.8 million of estimated costs for pending regulatory matters. These estimated costs represented the Company’s best estimate of the probable outcomes of the various pending regulatory matters and included related legal and administrative costs incurred or expected to be incurred for these regulatory matters. Since incurring the charge, the Company has made related payments of $20.0 million into the national fund and various amounts for legal and administrative matters.

These pending regulatory matters relate to subpoenas issued and/or inquiries made by state attorneys general and insurance departments into, among other things, the industry’s commission payment practices. The Company has received subpoenas and/or requests for information from attorneys general and/or insurance departments in fourteen states. In addition to the original regulatory inquiries, the Company has received subsequent subpoenas and/or requests for information from certain of these states, and the Company may receive additional subpoenas and/or requests for information in the future from attorneys general and/or insurance departments of these and/or other states. The Company will continue to evaluate and monitor all such subpoenas and requests.

The current liability portion of this charge as of March 31, 2007 and December 31, 2006 is $15.0 million and $15.2 million, respectively, and is included in accrued expenses. The remaining liability is included in other long-term liabilities.

A summary of the activity with respect to the regulatory charge liability is as follows (in thousands):

Balance at December 31, 2006	$	16,911
Payments-legal and administrative		(160	)
Balance at March 31, 2007	$	16,751

NOTE I—COMMITMENTS AND CONTINGENCIES

Industry Litigation

The Company has been named as a defendant in certain legal proceedings against brokers and insurers relating to broker compensation arrangements and other business practices.

MDL 1663 Class Action

In August 2004, OptiCare Health Systems Inc. filed a putative class action in the U.S. District Court for the Southern District of New York (Case No. 04-CV-06954) against a number of the country’s largest insurance brokers and several large commercial insurers. The Company was named as a defendant in the OptiCare suit in November 2004. In December 2004, two other purported class actions were filed in the U.S. District Court for the Northern District of Illinois, Eastern Division, by Stephen Lewis (Case No. 04-C-7847) and Diane Preuss (Case No. 04-C-7853), respectively, against certain insurance brokers, including the Company, and several large commercial insurers. On February 17, 2005, the Judicial Panel on Multidistrict Litigation (the Panel) ordered that the OptiCare suit, along with three other purported antitrust class actions filed in New York, New Jersey and Pennsylvania against industry participants, be centralized and transferred to the U.S. District Court for the District of New Jersey (District Court of New Jersey). In addition, by Conditional Transfer Order dated March 10, 2005, the Panel conditionally transferred the Lewis and Preuss cases to the District Court of New Jersey. The transfer subsequently became effective and as a result of the Panel’s transfer orders, the OptiCare,

9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

March 31, 2007

(UNAUDITED)

Lewis and Preuss cases are proceeding on a consolidated basis with other purported class action suits styled as In re: Insurance Brokerage Antitrust Litigation (MDL 1663).

On August 1, 2005, the plaintiffs in MDL 1663 filed a First Consolidated Amended Commercial Class Action Complaint (the Commercial Complaint) in the District Court of New Jersey (Civil No. 04-5184) against the Company and certain other insurance brokers and insurers. In the Commercial Complaint, the named plaintiffs purport to represent a class consisting of all persons who, between August 26, 1994 and the date on which class certification may occur, engaged the services of any one of the broker defendants or any of their subsidiaries or affiliates to obtain advice with respect to the procurement or renewal of insurance and who entered into or renewed a contract of insurance with one of the insurer defendants. The plaintiffs allege in the Commercial Complaint, among other things, that the broker defendants engaged in improper steering of clients to the insurer defendants for the purpose of obtaining undisclosed additional compensation in the form of contingent commissions from insurers; that the defendants were engaged in a bid-rigging scheme involving the submission of false and/or inflated bids from insurers to clients; that the broker defendants improperly placed their clients’ insurance business with insurers through related wholesale entities where an intermediary was unnecessary for the purpose of generating additional commissions from insurers; that the broker defendants entered into unlawful tying arrangements to obtain reinsurance business from the defendant insurers; and that the defendants created centralized internal departments for the purpose of monitoring, facilitating and advancing the collection of contingent commissions, payments and other improper fees. The plaintiffs allege violations of federal and state antitrust laws, violations of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. § 1962(c) and (d), fraudulent misrepresentation, breach of fiduciary duty, aiding and abetting breach of fiduciary duty and unjust enrichment. The plaintiffs seek monetary relief, including treble damages, injunctive and declaratory relief, restitution, interest, attorneys’ fees and expenses, costs and other relief; however, no actual dollar amounts have been stated as being sought.

In addition, the plaintiffs in MDL 1663 also filed on August 1, 2005 a First Consolidated Amended Employee Benefits Class Action Complaint (the Employee Benefits Complaint) in the District Court of New Jersey against the Company; Frank F. Haack & Associates, Inc.; O’Neill, Finnegan & Jordan Insurance Agency Inc.; and certain other insurance brokers and insurers. In the Employee Benefits Complaint (Civil Nos. 04-5184, et al.), the named plaintiffs purport to represent two separate classes consisting of ERISA and non-ERISA plan employees and employers, respectively, that have acquired insurance products from the defendants in connection with an employee benefit plan between August 26, 1994 and the date on which class certification may occur. The plaintiffs allege in the Employee Benefits Complaint, among other things, that the broker defendants secretly conspired with the insurer defendants to steer plaintiffs and members of the classes to the insurer defendants in exchange for undisclosed fees, including communication fees, enrollment fees, service fees, finders fees and/or administrative fees, contingent commissions and other payments, including broker bonuses, trips and entertainment, from the insurer defendants; that the defendants were engaged in a bid-rigging scheme involving the submission of false and/or inflated bids from insurers to clients; that the broker defendants improperly placed their clients’ insurance business with insurers through related wholesale entities where an intermediary was unnecessary for the purpose of generating additional commissions from insurers; and that the defendants entered into unlawful tying arrangements under which the broker defendants would place primary insurance contracts with insurers on the condition that the insurers use the broker defendants for placing their reinsurance coverage with reinsurance carriers. The plaintiffs allege violations of federal and state antitrust laws, violations of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. § 1962(c) and (d), fraudulent misrepresentation, breach of fiduciary duty, aiding and abetting breach of fiduciary duty and unjust enrichment. The plaintiffs seek

10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

March 31, 2007

(UNAUDITED)

monetary relief, including treble and punitive damages, injunctive and declaratory relief, restitution, interest, attorneys’ fees and expenses, costs and other relief; however, no actual dollar amounts have been stated as being sought.

The Company, along with other defendants, filed a motion to dismiss both the Commercial Complaint and the Employee Benefits Complaint. Also, on February 13, 2006, the plaintiffs filed their motions for class certification in each case. On May 5, 2006, the defendants filed their oppositions to the motions for class certification. On May 31, 2006, the plaintiffs filed a reply brief in support of their motions for class certification. The motion for class certification is fully briefed and awaiting a decision from the District Court of New Jersey.

On October 3, 2006, the District Court of New Jersey denied in part the motion to dismiss the Commercial Complaint and the Employee Benefits Complaint and ordered that plaintiffs provide supplemental information regarding each of their consolidated complaints by October 25, 2006. Plaintiffs filed the supplemental pleadings and the Company, along with other defendants, filed renewed motions to dismiss. On February 12, 2007, MDL 1663 was transferred to Judge Garrett E. Brown, Jr., Chief Judge of the District Court of New Jersey.

On April 5, 2007, the District Court of New Jersey dismissed the Commercial Complaint and the Employee Benefits Complaint without prejudice. Plaintiffs have until May 22, 2007 to file amended complaints.

On February 13, 2007, a lawsuit was filed in the District Court of New Jersey by Avery Dennison Corporation (Avery) (Civil No. 07-757) against the Company, certain Marsh & McLennan companies, and several large commercial insurers making factual and legal claims similar to those raised in the Opticare, Preuss and Lewis cases. Avery seeks treble and punitive damages, attorneys’ fees and expenses, forfeiture of compensation paid to the broker defendants, restitution, general damages, interest and injunctive relief; however, no actual dollar amounts have been stated as being sought. This is not a putative class action. Pursuant to the procedures promulgated by the District Court of New Jersey in MDL 1663, the case has been consolidated with the other actions pending before the District Court of New Jersey in MDL 1663. Avery has been stayed pending the District Court of New Jersey’s ruling on any dispositive pleadings filed in response to any amended complaints filed by Plaintiffs in the consolidated actions.

The Company believes it has substantial defenses in these cases and intends to defend itself vigorously. However, due to the uncertainty of these cases, the Company is unable to estimate a range of possible loss at this time. In addition, the Company cannot predict the outcome of these cases or their effects on the Company’s financial position or results of operations.

Securities Class Action

In June 2005, the Iron Workers Local 16 Pension Fund filed a putative class action complaint in the U.S. District Court for the Eastern District of Virginia (Case No. 1:05-CV-00735-GBL-TCB) against the Company and Andrew L. Rogal, Martin L. Vaughan, III, Timothy J. Korman, Carolyn Jones, Robert W. Blanton, Jr. and Robert B. Lockhart. The plaintiff alleged violations by each of the defendants of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and violations by the individual defendants of Section 20(a) of the Securities Exchange Act of 1934. In October 2005, the appointed Lead Plaintiff filed an amended putative class action complaint. The amended complaint does not state an actual dollar amount that is being sought as damages. On April 27, 2006, an order was entered granting the defendants’ motion and

11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

March 31, 2007

(UNAUDITED)

dismissing the amended complaint in its entirety with prejudice. On May 23, 2006, the plaintiff appealed this order to the Fourth Circuit, U.S. Court of Appeals. The Company believes it has substantial defenses to the arguments raised by the plaintiff on appeal and intends to defend itself vigorously. However, due to the uncertainty of this appeal and any subsequent litigation of plaintiff’s claims, the Company is unable to estimate a range of possible loss at this time. In addition, the Company cannot predict the outcome of these claims or their effects on the Company’s financial position or results of operations.

Lockhart Suit

On August 16, 2006, Robert B. Lockhart filed a complaint against the Company in the Circuit Court for the County of Henrico, Virginia (Civil Action No. CL06 – 2141). The plaintiff was the Company’s President and Chief Operating Officer from August 2003 until May 25, 2005. In the complaint, the plaintiff alleges, among other things, that the Company made defamatory public statements arising out of the investigation and settlement of an action by the Connecticut Attorney General. The plaintiff sought a judgment against the Company in an amount not less than $30.0 million, including an award for presumed, compensatory punitive damages and costs. On October 24, 2006, the court submitted the matters set forth in the complaint to arbitration, where the plaintiff raised an additional claim of breach of contract with the Company. On March 14, 2007, the parties entered into a settlement agreement that resolved all claims between the parties relating to the complaint and the arbitration. The settlement is effective without court approval. The amount of the settlement is not material to the Company.

Other

There are in the normal course of business various other outstanding commitments and contingent liabilities. Management does not anticipate material losses as a result of such matters.

NOTE J—SEGMENT INFORMATION

The Company’s business consists of three reportable segments, Domestic Retail, Excess and Surplus, and International, and an All Other category for the remaining profit centers.

The Domestic Retail segment places insurance products for risk areas including property and casualty, employee benefits and personal lines through a nationwide network of offices. Domestic Retail is organized into (i) six United States regional operating units which oversee individual profit centers (Retail Profit Centers) and (ii) coordinated national resources providing marketing and specialized industry or product expertise, which further enhance the service capacity of Retail Profit Centers to larger and more complex clients.

The Excess and Surplus segment represents a group of domestic profit centers that focus on providing excess and surplus lines insurance for retail insurance brokers.

The International segment is principally located in London, England with branch locations in Russia, South Africa and Australia. The International operating units provide various insurance products and have a focus towards reinsurance brokerage. Prior to 2007, the International operating units were reported in the All Other category. With the January 2007 acquisition of Glencairn Group Limited, the Company is presenting the International operating units as a separate segment.

The Company’s remaining profit centers comprise the All Other category. These profit centers include the Company’s Managing General Agencies/Underwriters and other specialized business units.

12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

March 31, 2007

(UNAUDITED)

The Company evaluates the performance of its operating segments based upon operating profits. Operating profit is defined as income before income taxes, excluding the impact of gains/losses on sales of assets, amortization of intangibles, interest expense, minority interest expense, and special charges. A reconciliation of operating profit to income before income taxes is as follows:

	Three Months Ended March 31,
(in thousands)	2007			2006
Operating profit	$	51,552		$	52,289
Gain on sale of assets		2,284			339
Amortization of intangibles		(7,414	)		(4,806	)
Interest expense		(5,491	)		(4,611	)
Minority interest expense		104			(446	)
Income before income taxes	$	41,035		$	42,765

Each segment has been allocated a portion of the Company’s corporate overhead based upon a percentage of total revenues, excluding any gains/losses on the sales of assets. Interest income and expense includes intercompany balances allocated to the individual segments through the Company’s internal cash management program. The “Corporate/Elimination” column consists of certain intercompany revenue eliminations; unallocated interest income and expense; certain corporate compensation costs, legal, compliance, and claims expenditures, and other miscellaneous operating expenses not included in the allocation of corporate overhead; and special charges. Total assets for “Corporate/Eliminations” primarily consist of intercompany elimination and reclassification adjustment balances. Summarized information concerning the Company’s reportable segments is shown in the following tables:

	Three Months Ended March 31, 2007
(in thousands)	Domestic Retail		Excess & Surplus		International		All Other		Corporate/ Eliminations			Total
Total revenues	$	169,215	$	10,216	$	12,516	$	8,783	$	(2,537	)	$	198,193
Investment income		3,842		211		680		516		(2,212	)		3,037
Depreciation		1,603		113		147		46		204			2,113
Operating profit		47,470		3,908		1,656		2,249		(3,731	)		51,552
Amortization of intangibles		4,793		680		1,105		626		210			7,414
Interest expense		355		41		1,016		329		3,750			5,491
	Three Months Ended March 31, 2006
(in thousands)	Domestic Retail		Excess & Surplus		International		All Other		Corporate/ Eliminations			Total
Total revenues	$	161,129	$	10,854	$	3,930	$	8,960	$	(1,088	)	$	183,785
Investment income		2,592		144		212		495		(1,253	)		2,190
Depreciation		1,642		115		21		58		241			2,077
Operating profit		46,805		4,249		1,754		3,428		(3,947	)		52,289
Amortization of intangibles		3,315		557		16		729		189			4,806
Interest expense		274		—		—		307		4,030			4,611

13

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Restatement and 2003 Intangible Asset Impairment

In 2006, the Company’s management reexamined its segment evaluation analysis in response to an SEC review comment and determined that changes were required in its reportable segments. In connection with this review of segment reporting, the Company’s management concluded that a reevaluation of the application of certain impairment testing provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” was appropriate. On February 21, 2007, the Company announced that it was restating previously filed financial statements to reflect a non-cash intangible asset impairment charge, primarily related to goodwill, of $45.0 million, or $31.9 million net of income taxes, for the year ended December 31, 2003. The Company has restated the consolidated financial statements for the years ended December 31, 2005, 2004 and 2003 and its unaudited quarterly results for those years and 2006. All applicable information contained in this report gives effect to these restatements. Consequently, reliance should not be placed upon the financial statements for the above mentioned periods that have been filed with or furnished to the SEC or included in previous announcements. For further information concerning the background of the restatements and the specific adjustments made on an annual basis, see Item 6 – Selected Financial Data and “Note B – Restatements of Previously Issued Consolidated Financial Statements” of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Results of Operations

Net income for the three months ended March 31, 2007 was $25.2 million, or $0.69 per share, compared with $25.9 million, or $0.71 per share, for the comparable period last year. In addition, non-operating gains, net of tax, were $1.4 million and $0.2 million for the three months ended March 31, 2007 and 2006, respectively. Independent of these non-recurring balances, the quarter-to-quarter decrease of $1.9 million, or $0.06 per share, in net income primarily resulted from the dilutive impact of recent acquisitions and revenue-related factors including accelerated declines in property and casualty premium rates, the effect of divested business, and reduced contingent commissions.

Commissions and Fees

Total commissions and fees increased $11.8 million, or 6.5%, to $192.2 million for the three months ended March 31, 2007 from $180.4 million for the comparable period last year. This change reflects a $12.4 million, or 8.5%, increase in core commissions and fees, partially offset by reduced contingent commissions of $0.6 million, or 1.8%. These changes are outlined below by segment:

	Three Months Ended March 31,
(in thousands)	2007		2006			% Change
Domestic Retail	$	133,883	$	125,906		6.3	%
Excess and Surplus		7,919		8,795		(10.0	)
International		11,577		3,743		209.3
All Other		5,690		8,227		(30.8	)
Total core commissions and fees	$	159,069	$	146,671		8.5	%
Domestic Retail	$	30,897	$	32,007		(3.5	)%
Excess and Surplus		2,064		1,809		14.1
International		—		—		—
All Other		158		(91	)	—
Total contingent commissions	$	33,119	$	33,725		(1.8	)%
Total commissions and fees	$	192,188	$	180,396		6.5	%

14

Approximately $10.5 million of the increase in core commissions and fees for Domestic Retail were derived from acquisitions of new insurance agencies and accounts in 2007 and 2006. This increase was partially offset by the reduction of core commissions and fees of approximately $2.4 million from the sale of certain agencies and accounts in 2007 and 2006. Excluding the effect of acquisitions and dispositions, the change in core commissions and fees for Domestic Retail was $(0.1) million, or (0.1)%. This decrease principally reflects accelerated declines in commercial property and casualty premium rates, partially offset by new business. The 10.0% decrease in Excess and Surplus core commissions and fees can be attributed to lower premium rates and reduced placements resulting from improved competitiveness of standard retail markets. Approximately $7.9 million of the increase in core commissions and fees for International was primarily from the acquisition of Glencairn Group Limited in January 2007. Excluding the effect of acquisitions, the core commissions and fees for International decreased less than $0.1 million. The 30.8% decrease in core commissions and fees for the profit centers comprising All Other is primarily attributed to the sale of a business in 2007.

Contingent commissions decreased $0.6 million, or 1.8%. The change in contingent commissions is primarily attributed to the Domestic Retail segment receiving reduced payments from certain carriers in the current year.

Operating Expenses and Other Results

Expenses for the quarter increased $16.1 million, or 11.4%. Compensation and employee benefits increased $10.6 million. Other operating expenses increased $2.0 million. Compensation and employee benefits increased in the Company’s Domestic Retail and International segments primarily due to the impact of acquisitions of insurance agencies partially offset by the divestitures of certain agencies. Other operating expenses increased mainly due to acquisitions of insurance agencies.

Depreciation expense was relatively unchanged between the quarters. Amortization of intangibles increased approximately $2.6 million due primarily to intangible assets acquired in 2007 and 2006 acquisitions. Interest expense increased $0.9 million due to increased average borrowings primarily used to assist with the funding of the Company’s acquisition program.

The effective tax rate for the Company was 38.5% and 39.4% for the three months ended March 31, 2007 and 2006, respectively.

Other

For the three months ended March 31, 2007, net income as a percentage of revenues did not vary significantly from the three months ended December 31, 2006. Commission income was higher during the first quarter due to acquisitions and higher contingent commissions, the majority of which are historically received during the first and second quarters.

The timing of contingent commissions, policy renewals and acquisitions may cause revenues, expenses and net income to vary significantly from quarter to quarter. As a result of the factors described above, operating results for the three months ended March 31, 2007 should not be considered indicative of the results that may be expected for the entire year ending December 31, 2007.

Liquidity and Capital Resources

Net cash provided by operating activities was $5.4 million and $31.7 million for the three months ended March 31, 2007 and 2006, respectively, and is primarily dependent upon the timing of the collection of insurance premiums from clients and payment of those premiums to the appropriate insurance underwriters. Because the timing of such transactions varies, net cash flows from operating activities may vary substantially from period-to-period.

The Company has historically generated sufficient funds internally to finance capital expenditures. Cash expenditures for the acquisition of property and equipment were $2.3 million and $1.7 million for the three

15

months ended March 31, 2007 and 2006, respectively. The purchase of insurance agencies utilized cash of $59.1 million and $11.1 million in the three months ended March 31, 2007 and 2006, respectively. Cash outlays for such insurance agency acquisitions have been funded through operations and long-term borrowings. In addition, a portion of the purchase price in such acquisitions may be paid through the Company’s Common Stock and/or deferred cash and Common Stock payments. Cash proceeds from the sales of offices, insurance accounts and other assets totaled $10.1 million and $0.8 million for the three months ended March 31, 2007 and 2006, respectively. The Company did not have any material capital expenditure commitments as of March 31, 2007.

Financing activities provided (utilized) cash of $42.3 million and $(8.6) million in the three months ended March 31, 2007 and 2006, respectively, as the Company borrowed funds, received funds on stock option exercises, made dividend and debt payments, and repurchased Common Stock. The Company has annually increased its dividend rate and anticipates the continuance of its dividend policy. For the three months ended March 31, 2007, no shares of the Company’s Common Stock were purchased on the open market. The Company repurchased 90,000 shares of its Common Stock on the open market for $3.4 million during the three months ended March 31, 2006. The Company is currently authorized for 2007 and later years to purchase up to $50.0 million annually of its Common Stock subject to market conditions and other factors.

As of March 31, 2007, the Company had, under its credit agreement with Bank of America, N.A. and other lenders (the Credit Agreement), outstanding term loans of $99.0 million which are due in various amounts through 2013; outstanding revolving credit facility borrowings of $175.6 million; and $148.5 million available under the revolving credit facility for future borrowings. Borrowings bear interest at variable rates based on LIBOR plus a negotiated spread. The revolving credit facility matures in 2013.

The Company had a current ratio (current assets to current liabilities) of 1.12 to 1.00 as of March 31, 2007. Shareholders’ equity of $636.3 million at March 31, 2007, is improved from $603.4 million at December 31, 2006. The debt to equity ratio at March 31, 2007 of 0.47 to 1.00 is increased from the ratio at December 31, 2006 of 0.38 to 1.00 due to borrowings against the Company’s revolving credit facility partially offset by net income and the issuance of Common Stock.

The Company believes that cash generated from operations, together with proceeds from borrowings, will provide sufficient funds to meet the Company’s short- and long-term funding needs.

Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of SFAS No. 109” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Financial Accounting Standards Board Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on measurement, derecognition and classification and additional disclosure requirements. FIN 48 is effective for fiscal years beginning after December 15, 2006. Accordingly, the Company adopted FIN 48 as of January 1, 2007, as required. The adoption of FIN 48 did not have a material impact on the Company’s financial position or results of operations. For further information, see “Note C – Recent Accounting Pronouncements” of Notes to Consolidated Financial Statements.

Industry Regulatory Matters

On August 31, 2005, the Company entered into an agreement with the Attorney General of the State of Connecticut (the Attorney General) and the Insurance Commissioner of the State of Connecticut (the Commissioner) to resolve all issues related to investigations conducted by the Attorney General and the Commissioner into certain insurance brokerage and insurance agency practices (the Investigations) and to settle an action commenced on August 31, 2005 by the Attorney General in the Connecticut Superior Court alleging violations of the Connecticut Unfair Trade Practices Act and the Connecticut Unfair Insurance Practices Act. In

16

the agreement, the Company agreed to take certain actions including establishing a $30.0 million national fund for distribution to certain clients, enhancing disclosure practices for agency and broker clients, and to not accept or request contingent compensation on brokerage business. For further information on this agreement, see “Note H-Regulatory Charge and Related Matters” of Notes to Consolidated Financial Statements.

Contingent Commissions

As a result of the industry and regulatory developments, controversy continues to surround the longstanding insurance industry practice of contingent commissions paid to agents and brokers by underwriters. The Company has historically entered into contingent commission agreements with various underwriters. Contingent commissions are commissions paid by underwriters based on profitability of the business, premium growth, total premium volume or some combination of these factors. Revenue from contingent commissions is heavily weighted in the first and second quarters.

The departments of insurance of various states may adopt new regulations addressing contingent commission arrangements and disclosure of such arrangements with insureds. In addition, the National Association of Insurance Commissioners has proposed model legislation to implement new disclosure requirements relating to agent and broker compensation arrangements. The Company intends to monitor agent and broker compensation practices and, as warranted by market and regulatory developments, will review its compensation arrangements with underwriters. While it is not possible to predict the outcome of the governmental inquiries and investigations into the insurance industry’s commission payment practices or the responses by the market and regulators, any material decrease in the Company’s contingent commissions is likely to have an adverse effect on its results of operations.

In addition to state regulatory inquiries, the Company has been named as a defendant in a purported class action brought against a number of brokers in the insurance industry and a purported securities class action. For information on industry and other litigation, see “Note I-Commitments and Contingencies” of Notes to Consolidated Financial Statements.

Forward-Looking Statements

Forward-looking statements in Form 10-Q or other filings by the Company with the Securities and Exchange Commission, in the Company’s press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized Company executive officer, include the words or phrases “would be,” “will allow,” “expects to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions and are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

While forward-looking statements are provided to assist in the understanding of the Company’s anticipated future financial performance, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Forward-looking statements are subject to significant risks and uncertainties, many of which are beyond the Company’s control. Although the Company believes that the assumptions underlying its forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Actual results may differ materially from those contained in or implied by such forward-looking statements for a variety of reasons. Risk factors and uncertainties that might cause such a difference include, but are not limited to, the following: the Company’s commission revenues are based on premiums set by insurers and any decreases in these premium rates could result in revenue decreases for the Company; the level of contingent commissions is difficult to predict and any material decrease in the Company’s collection of them is likely to have an adverse impact on operating results; the Company has eliminated National Override Agreements commissions effective for business written on or after January 1, 2005, and it is uncertain whether additional contingent commissions payable to the Company will offset the loss of such revenues; the Company’s growth has been enhanced through acquisitions, but the Company may not be able to successfully identify and attract suitable acquisition candidates and complete acquisitions; the Company’s failure to integrate an acquired

17

insurance agency efficiently may have an adverse effect on the Company; the general level of economic activity can have a substantial impact on revenues that is difficult to predict; a strong economic period may not necessarily result in higher revenues; the Company’s success in the future depends, in part, on the Company’s ability to attract and retain quality producers; the Company may be subject to increasing costs arising from errors and omissions claims against the Company; the Company is subject to governmental regulation which may impact operating results and/or growth; the business practices and broker compensation arrangements of the Company are subject to uncertainty due to investigations by governmental authorities and related private litigation; the Company is subject to a number of investigations and legal proceedings, which if determined unfavorably for the Company, may adversely effect the Company’s results of operations; a decline in the Company’s ability to obtain new financing and/or refinance current borrowings may adversely affect the Company; if the Company is unable to respond in a timely and cost-effective manner to rapid technological change in the insurance intermediary industry, there may be a resulting adverse effect on business and operating results; quarterly and annual variations in the Company’s commissions and fees that result from the timing of policy renewals and the net effect of new and lost business production may have unexpected impacts on the Company’s results of operations; the Company’s operating results could be adversely affected if the value of intangible assets is not fully realized; and the Company has international operations, particularly in the United Kingdom, which expose the Company to various legal, economic and market risks including foreign currency exchange rate fluctuations.

The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As of March 31, 2007, approximately 44% of the Company’s debt is effectively fixed rate. The Company has variable rate debt, maintains certain investments and utilizes derivative financial instruments (on a limited basis) which are subject to market risk; however, the Company believes that exposure to market risk associated with these instruments is not material.

The Company also has market risk exposure associated with fluctuations in foreign currency exchange rates, primarily relating to its United Kingdom subsidiaries. This risk results from (i) translating the financial statements of our foreign subsidiaries into U.S. dollars and (ii) our foreign subsidiaries receiving revenues or incurring obligations in currencies that differ from their functional currencies. To manage foreign currency exchange rate risk, the Company may utilize derivative financial instruments to reduce its exposure.

Item 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods required by the Securities and Exchange Commission. As of the end of the period covered by this report on Form 10-Q, the Company’s management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), performed an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of the end of such period.

Changes in Internal Control over Financial Reporting

As reported in the Company’s 2006 Annual Report on Form 10-K, management determined that the Company did not maintain effective controls over the identification of reporting units to conduct impairment testing of recorded goodwill. During the first quarter of 2007, the Company reviewed and corrected its accounting policy

18

for goodwill impairment testing to properly identify reporting units and test goodwill impairment at the reporting unit level.

Other than noted above, there have been no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2007, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

19

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

The information on legal proceedings contained in “Note I-Commitments and Contingencies” of the Notes to Consolidated Financial Statements filed in Item 1 of Part I of this Form 10-Q is incorporated by reference.

Item 1A. RISK FACTORS.

As of the date of this report, there are no material changes other than one deletion and one addition to the risk factors previously disclosed in Part I, Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. Having been notified of the completion of the Securities and Exchange Commission’s recent review of the Company, the Company has removed the following risk factor: “The Company’s financial reporting could be impacted by unanticipated responses from the SEC regarding completion of its review of the Company.”

With the growth of the Company’s foreign operations, the Company has added the following risk factor and related description:

* * *

The Company has international operations, particularly in the United Kingdom, which expose the Company to various legal, economic and market risks including foreign currency exchange rate fluctuations.

The Company is subject to fluctuations in currency exchange rates as a result of its international operations. The Company must translate the financial results of its foreign subsidiaries into U.S. dollars. In addition, some foreign subsidiaries receive revenues or incur obligations in currencies that differ from their functional currencies. Although the Company may use derivative financial instruments to protect against the effects of exchange rate fluctuations, the Company cannot eliminate these risks, and significant changes in exchange rates could adversely affect the Company’s results of operations.

In addition, the need to comply with new or revised tax or other laws or regulations, or new or changed interpretations or enforcement of existing tax or other laws or regulations, could adversely affect the Company’s results of operations.

* * *

In evaluating the risks of the Company, readers should carefully consider the risk factors discussed in the Company’s Annual Report on Form 10-K, which could materially affect the Company’s business, financial condition or operating results, in addition to the other information set forth in this report and in other filings with the Securities and Exchange Commission. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

c) No purchases of Common Stock occurred in the first quarter of 2007 under the publicly announced share-repurchase program (the 2004 Program).

The 2004 Program was announced by the Company on March 31, 2004 and provides for the Company to purchase up to $50.0 million of its Common Stock annually. The repurchases may be made on the open market or in negotiated transactions, with the timing and amount of the transactions to be determined by the Company’s management subject to market conditions and other factors.

Not included in the 2004 Program are purchases that were made on behalf of a trust maintained by the Company for the Executive Voluntary Deferral Plan and the Outside Directors Deferral Plan. Total number of shares purchased during the quarter relating to the plans was 7,268, at an average price per share of $42.92.

20

Item 5. OTHER INFORMATION.

The Company’s shareholders, upon recommendation of the Board of Directors, approved the Hilb Rogal & Hobbs Company 2007 Stock Incentive Plan (2007 Plan) at the Company’s 2007 Annual Meeting of Shareholders held on May 1, 2007.

The 2007 Plan, which will be administered by the Human Resources & Compensation Committee (Committee) of the Board of Directors, provides for the issuance of up to 2,000,000 shares of Company Common Stock. The persons eligible to participate in the 2007 Plan include the directors and officers of the Company and its subsidiaries and over 4,000 employees. The 2007 Plan permits the granting of incentive stock options, which qualify for special tax treatment, and non-qualified stock options. The exercise price for options will not be less than the fair market value of a share of Common Stock on the date of grant. Except for adjustments that result from events that affect the Company’s capitalization, the 2007 Plan prohibits any repricing of options without shareholder approval. The Committee may also authorize the award of shares of Common Stock and/or restricted Common Stock. In any calendar year, no individual may receive awards under the 2007 Plan for more than 200,000 shares of the Company’s Common Stock. No more than 500,000 shares of Common Stock may be issued as restricted stock or Common Stock under the 2007 Plan (including any shares added from the 2000 Stock Incentive Plan). The 2007 Plan also provides that in the event of a change of control of the Company, unless otherwise provided by the Committee in a grant or award agreement, all outstanding stock options will become fully exercisable and the restrictions applicable to outstanding restricted stock will lapse. The 2007 Plan became effective on May 1, 2007 and expires on April 30, 2017.

The number of shares of Common Stock not currently subject to grants or awards and reserved for issuance under the 2000 Stock Incentive Plan (approximately 467,069 shares as of March 1, 2007) was frozen as of May 1, 2007 and added to the 2007 Plan, resulting in no further grants or awards under the 2000 Stock Incentive Plan.

The 2007 Plan is filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-8, File No. 333-142528, filed May 1, 2007 with the Securities and Exchange Commission.

21

Item 6. EXHIBITS.

Exhibit No.	Document
3.1	Amended and Restated Articles of Incorporation of Hilb Rogal & Hobbs Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated May 1, 2007, File No. 0-15981)
10.1	2007 Corporate Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated February 12, 2007, File No. 0-15981)
10.2	Form of Hilb Rogal & Hobbs Company Employee Non-qualified Stock Option Agreement (incorporated by reference to Exhibit 10.29 to the Company’s Form 10-K for the year ended December 31, 2006, File No. 0-15981)
10.3	Form of Hilb Rogal & Hobbs Company Employee Restricted Stock Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, 2006, File No. 0-15981)
10.4	Hilb Rogal & Hobbs Company Supplemental Cash Incentive Plan, effective February 13, 2007 (incorporated by reference to Exhibit 10.44 to the Company’s Form 10-K for the year ended December 31, 2006, File No. 0-15981)
10.5	Hilb Rogal & Hobbs Company Executive Voluntary Deferral Plan, as amended and restated effective January 1, 2005*
10.6	Hilb Rogal & Hobbs Company Non-employee Directors Stock Incentive Plan, as amended and restated effective January 1, 2007*
10.7	Hilb Rogal & Hobbs Company Outside Directors Deferral Plan, as amended and restated effective January 1, 2007*
10.8	Hilb Rogal & Hobbs Company Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005*
10.9	Hilb Rogal & Hobbs Company 2007 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8, dated May 1, 2007, File No. 0-15981)
10.10	Amended and Restated Hilb Rogal & Hobbs Company Employee Stock Purchase Plan, effective November 25, 2002 (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8, dated May 4, 2007, File No. 0-15981)
31.1	Certification Statement of Chief Executive Officer Pursuant to Rule 13a – 14(a)/15d – 14(a)
31.2	Certification Statement of Chief Financial Officer Pursuant to Rule 13a – 14(a)/15d – 14(a)
32.1	Certification Statement of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2	Certification Statement of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

* Filed herewith.

22

SIGNATURES

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

	Hilb Rogal & Hobbs Company (Registrant)
Date    May 4, 2007	By:	/s/    Martin L. Vaughan, III
		Martin L. Vaughan, III Chairman and Chief Executive Officer (Principal Executive Officer)
Date    May 4, 2007	By:	/s/    Michael Dinkins
		Michael Dinkins Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date    May 4, 2007	By:	/s/    John Hamerski
		John Hamerski Vice President and Controller (Chief Accounting Officer)

23

HILB ROGAL & HOBBS COMPANY

EXHIBIT INDEX

Exhibit No.	Document
3.1	Amended and Restated Articles of Incorporation of Hilb Rogal & Hobbs Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated May 1, 2007, File No. 0-15981)
10.1	2007 Corporate Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated February 12, 2007, File No. 0-15981)
10.2	Form of Hilb Rogal & Hobbs Company Employee Non-qualified Stock Option Agreement (incorporated by reference to Exhibit 10.29 to the Company’s Form 10-K for the year ended December 31, 2006, File No. 0-15981)
10.3	Form of Hilb Rogal & Hobbs Company Employee Restricted Stock Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, 2006, File No. 0-15981)
10.4	Hilb Rogal & Hobbs Company Supplemental Cash Incentive Plan, effective February 13, 2007 (incorporated by reference to Exhibit 10.44 to the Company’s Form 10-K for the year ended December 31, 2006, File No. 0-15981)
10.5	Hilb Rogal & Hobbs Company Executive Voluntary Deferral Plan, as amended and restated effective January 1, 2005*
10.6	Hilb Rogal & Hobbs Company Non-employee Directors Stock Incentive Plan, as amended and restated effective January 1, 2007*
10.7	Hilb Rogal & Hobbs Company Outside Directors Deferral Plan, as amended and restated effective January 1, 2007*
10.8	Hilb Rogal & Hobbs Company Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005*
10.9	Hilb Rogal & Hobbs Company 2007 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8, dated May 1, 2007, File No. 0-15981)
10.10	Amended and Restated Hilb Rogal & Hobbs Company Employee Stock Purchase Plan, effective November 25, 2002 (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8, dated May 4, 2007, File No. 0-15981)
31.1	Certification Statement of Chief Executive Officer Pursuant to Rule 13a – 14(a)/15d – 14(a)
31.2	Certification Statement of Chief Financial Officer Pursuant to Rule 13a – 14(a)/15d – 14(a)
32.1	Certification Statement of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2	Certification Statement of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

* Filed herewith.

24

EX-10.5

Exhibit 10.5

HILB ROGAL & HOBBS COMPANY

Executive Voluntary Deferral Plan

Effective January 1, 2000

Amended and Restated

Effective January 1, 2005

(Board approved February 13, 2007)

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS	1
1.1	Account	1
1.2	Affiliate	1
1.3	Beneficiary	1
1.4	Beneficiary Designation Form	1
1.5	Board	1
1.6	Closing Price	2
1.7	Code	2
1.8	Compensation Committee	2
1.9	Corporation	2
1.10	Deferral Benefit	2
1.11	Deferral Contribution	2
1.12	Deferral Contribution Date	2
1.13	Deferred Cash Account	2
1.14	Deferred Stock Unit	2
1.15	Election Form	2
1.16	Effective Date	2
1.17	Eligible Executive	2
1.18	Employer	2
1.19	Incentive Payments	2
1.20	Measurement Fund or Funds	3
1.21	Participant	3
1.22	Plan	3
1.23	Plan Administrator	3
1.24	Plan Agreement	3
1.25	Plan Year	3
1.26	Pre-Retirement Survivor Benefit	3
1.27	Rate of Return	3
1.28	Retirement	3
1.29	Retirement Account	3
1.30	Retirement Benefit	3
1.31	Salary	3
1.32	Short-Term Deferral Account	3
1.33	Short-Term Payout	4
1.34	Total and Permanent Disability	4
ARTICLE 2	ELIGIBILITY AND PARTICIPATION	4
2.1	Eligibility	4
2.2	Participation	4
2.3	Length of Participation	4

i

ARTICLE 3	DEFERRAL ELECTIONS	5
3.1	Commencement of Active Participation	5
3.2	Deferral Elections	5
3.3	Corporation Contribution Amount	5
ARTICLE 4	ACCOUNTS AND INVESTMENTS	6
4.1	Accounts	6
4.2	Investment Elections	6
4.3	Crediting/Debiting of Accounts	7
4.4	No Actual Investment	8
4.5	Equitable Adjustment in Case of Error or Ommission	9
ARTICLE 5	VESTING	9
ARTICLE 6	DISTRIBUTIONS	9
6.1	Short-Term Payout	9
6.2	Retirement Benefit	10
6.3	Payment in Event Participant Becomes Totally and Permanently Disabled	11
6.4	Pre-Retirement Survivor Benefit	11
6.5	Payment in Event of Participant’s Termination of Employment	12
6.6	Deferred Stock Units Paid in Shares of the Corporation’s Stock	12
6.7	Pre-2005 Account Accelerated Payment with Reduced Benefit Election	12
6.8	Hardship Distributions	13
6.9	Benefit Determination and Payment Procedure	13
6.10	Payments to Minors and Incompetents	13
6.11	Distribution of Benefit When Distributee Cannot Be Located	14
6.12	Benefit Payment Elections Made Prior to December 31, 2002	14
ARTICLE 7	BENEFICIARY DESIGNATION	14
ARTICLE 8	FUNDING	15
ARTICLE 9	CHANGE OF CONTROL	16
9.1	Change of Control	16
9.2	Effect of Change of Control	17
ARTICLE 10	PLAN ADMINISTRATOR	18
10.1	Appointment of Plan Administrator	18
10.2	Duties and Responsibilities of Plan Administrator	18
10.3	Claims Procedures	19
ARTICLE 11	AMENDMENT OR TERMINATION OF PLAN	19
11.1	Amendment or Termination of the Plan	19
11.2	Nullification of Plan Provisions that Result in Early Taxation of Benefits	20
ARTICLE 12	MISCELLANEOUS	20
12.1	Status of Plan	20

ii

12.2	Binding Effect	21
12.3	Delegation of Authority	21
12.4	Effect on Other Benefits	21
12.5	Gender and Number	21
12.6	Governing Law	21
12.7	Non-assignability	21
12.8	Notices and Elections	22
12.9	Service of Process	22
12.10	Severability	22
12.11	Successors, Acquisitions, Mergers, Consolidations	22
12.12	Tax Withholding	22
12.13	Titles and Captions	22

iii

INTRODUCTION

Hilb Rogal & Hobbs Company (the “Corporation”) initially adopted the Hilb, Rogal and Hobbs Company Executive Voluntary Deferral Plan (the “Plan”) (formerly known as the Hilb, Rogal and Hamilton Company Executive Voluntary Deferral Plan) effective as of January 1, 2000 to provide certain key executives an opportunity to defer, on a pre-tax basis a portion of their compensation, as well as an opportunity for such key executives to align their interests with the Corporation by being tied to the performance of the Corporation’s common stock.

Effective January 1, 2005, the Plan is amended and restated to conform the Plan to the requirements of section 409A of the Internal Revenue Code. The amendments apply solely to amounts accrued on and after January 1, 2005, plus any amounts accrued prior to January 1, 2005, that are not earned and vested as of December 31, 2004. Amounts accrued prior to January 1, 2005, that are earned and vested as of December 31, 2004, shall remain subject to the terms of the Plan as in effect on December 31, 2004.

ARTICLE 1

DEFINITIONS

The following words and terms as used in this Plan shall have the meaning set forth below, unless a different meaning is clearly required by the context:

1.1 Account: A bookkeeping account established for a Participant under Article 4 hereof. Effective January 1, 2005, the Corporation shall maintain a Pre-2005 Account and Post-2004 Account for each Participant. A Participant’s Pre-2005 Account shall document the amounts deferred under the Plan by the Participant and any other amounts credited hereunder which are earned and vested prior to January 1, 2005, plus earnings thereon. A Participant’s Post-2004 Account shall document the amounts deferred under the Plan by the Participant and any other amounts credited hereunder on and after January 1, 2005, plus earnings thereon. Where applicable, a Participant’s Pre-2005 Account and Post-2004 Account may be referred to collectively as the Participant’s “Account.”

1.2 Affiliate: Any subsidiary, parent, affiliate, or other business entity related to the Corporation.

1.3 Beneficiary: The person or persons designated by a Participant or otherwise entitled pursuant to Article 7 to receive benefits under the Plan attributable to such Participant after the death of such Participant.

1.4 Beneficiary Designation Form: The form established from time to time by the Plan Administrator that a Participant completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.

1.5 Board: The present and any succeeding Board of Directors of the Corporation.

1.6 Closing Price: The closing price of a share of common stock of the Corporation as reported on the New York Stock Exchange composite tape on such day or, if the common stock of the Corporation was not traded on the New York Stock Exchange on such day, then on the next preceding day that the common stock of the Corporation was traded on such exchange, all as reported by such source as the Plan Administrator may select.

1.7 Code: The Internal Revenue Code of 1986, as the same may be amended from time to time.

1.8 Compensation Committee: The Compensation Committee of the Board.

1.9 Corporation: Hilb Rogal & Hobbs Company or any successor thereto.

1.10 Deferral Benefit: The balance in a Participant’s Account.

1.11 Deferral Contribution: The portion of a Participant’s Salary and Incentive Payments that a Participant defers under the Plan.

1.12 Deferral Contribution Date: The date set by the Administrator on which a Deferral Contribution is credited to a Participant’s Account in accordance with Article 4.

1.13 Deferred Cash Account: The portion of a Participant’s Account that is treated as invested in a fixed return cash account as set forth in Section 4.3(c).

1.14 Deferred Stock Unit: A hypothetical share of the Corporation’s common stock. Deferred Stock Units shall be one of the Measurement Funds.

1.15 Election Form: A form established from time to time by the Plan Administrator that a Participant completes, signs and returns to the Plan Administrator to make an election under the Plan.

1.16 Effective Date: The initial Effective Date of the Plan is January 1, 2000. The Effective Date of the amended and restated Plan is January 1, 2005.

1.17 Eligible Executive: An executive who has the rank of President or higher of a subsidiary of the Corporation, a member of the executive group of the Corporation and other highly compensated individuals determined by the Compensation Committee in its sole discretion.

1.18 Employer: The Corporation and any Affiliate.

1.19 Incentive Payments: Payments paid to a Participant by an Employer, other than Salary, relating to services performed during any Plan Year whether or not paid during the Plan Year or included on the Federal Income Tax Form W-2 for such Plan Year. Incentive Payments shall include bonuses and commissions.

2

1.20 Measurement Fund or Funds: One or more funds selected by the Plan Administrator pursuant to Section 4.2(c).

1.21 Participant: An Eligible Executive who elects to participate in the Plan.

1.22 Plan: This document, as contained herein or duly amended, which shall be known as the “Hilb Rogal & Hobbs Company Executive Voluntary Deferral Plan.”

1.23 Plan Administrator: The Corporation, unless the Compensation Committee has appointed one or more other persons to act as the Plan Administrator as set forth in Section 10.1.

1.24 Plan Agreement: A written agreement between the Employer and Participant setting forth the entire benefit to which such Participant is entitled under the Plan. Should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for each Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant and, with respect to a Participant’s Post-2004 Account, must comply with the requirements of Section 409A of the Code and Treasury Regulations thereunder.

1.25 Plan Year: The calendar year during which a Participant’s Salary, Bonus and Commissions are earned.

1.26 Pre-Retirement Survivor Benefit: The benefit set forth in Section 6.4.

1.27 Rate of Return: The fixed rate of return for allocations made by a Participant to a Deferred Cash Account. Such rate of return shall be seven percent (7%) until, if ever, increased by the Compensation Committee in its sole discretion.

1.28 Retirement: A Participant’s termination of employment with the Employer at or after age 55.

1.29 Retirement Account: The portion of a Participant’s Account for which the Participant has not elected a Short-Term Payout.

1.30 Retirement Benefit: The benefit set forth in Section 6.2.

1.31 Salary: Compensation paid to a Participant for services rendered to the Employer, excluding that amount which is designated as a Bonus or Commission by the Plan Administrator.

1.32 Short-Term Deferral Account: The portion of a Participant’s Account for which the Participant has elected a Short-Term Payout. A separate Short-Term Deferral Account shall be maintained for each Plan Year with respect to which a Short-Term Payout has been elected.

3

1.33 Short-Term Payout: The payout set forth in Section 6.1.

1.34 Total and Permanent Disability: With respect to a Participant’s Pre-2005 Account, Total and Permanent Disability has the same meaning given such term in the Corporation’s Long Term Disability Plan. With respect to a Participant’s Post-2004 Account, Total and Permanent Disability means the Participant, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, is receiving benefits under the Corporation’s Long Term Disability Plan for a period of not less than three (3) months.

ARTICLE 2

ELIGIBILITY AND PARTICIPATION

2.1 Eligibility

Each Eligible Executive shall be eligible to participate in the Plan and to defer Salary and Incentive Payments for such Plan Year as provided in this Plan. Any questions as to whether an executive is eligible shall be determined by the Plan Administrator, in its sole discretion, in accordance with Corporation policy, if any, on such matters.

2.2 Participation

(a) In order to become a Participant and to make Deferral Contributions, an Eligible Executive must enter into a Plan Agreement and complete an Election Form and a Beneficiary Designation Form, in accordance with the procedures described in Section 3.2. In addition, the Compensation Committee may establish such other enrollment requirements as it determines in its sole discretion are necessary.

(b) By executing and filing a Plan Agreement with the Plan Administrator, an Eligible Executive consents and agrees to the following:

(i) To execute such applications and take such physical examinations and to supply truthfully and completely such information as may be requested by any health questionnaire provided by the Plan Administrator; and

(ii) To be bound by all terms and conditions of the Plan and all amendments thereto.

2.3 Length of Participation

An individual who is or becomes a Participant shall be or remain a Participant as long as he or she has a Plan Agreement in effect or he or she is entitled to future benefits under the terms of the Plan.

4

ARTICLE 3

DEFERRAL ELECTIONS

3.1 Commencement of Active Participation

An Eligible Executive shall become a Participant with respect to a Plan Year only if he or she is expected to have Salary and/or Incentive Payments during such Plan Year, and he or she timely files an Election Form for such Plan Year, along with such other elections as the Plan Administrator deems necessary or advisable under the Plan.

3.2 Deferral Elections

(a) Amount of Deferral Contributions. The maximum Deferral Contribution with respect to any Participant for a Plan Year shall be seventy-five percent (75%) of his or her Salary and one hundred percent (100%) of his or her Incentive Payments for such Plan Year, and such election shall be expressed by the Participant’s indication of (i) a specified dollar amount or (ii) a stated percentage (for Incentive Payments only). The minimum amount that a Participant may elect to defer for any Plan Year is $5,000, which may be composed of deferrals of Salary and/or Incentive Payments.

(b) Deferral Elections. A separate Election Form must be filed for each Plan Year. Except as provided in subsection (c) below, a Participant may make an election to defer Salary and Incentive Payments for a Plan Year only if the deferral election is made not later than December 31 of the prior Plan Year. Such election may be changed or revoked for a Plan Year at any time prior to December 31 of the prior calendar year. If an Election Form is revoked as set forth on the preceding sentence, a new Election Form may not be executed until the next Plan Year.

(c) First Year of Eligibility. In the case of the first Plan Year in which an Eligible Executive becomes eligible to participate in the Plan, the Eligible Executive must make an initial deferral election within thirty (30) days after the date he or she becomes eligible to participate in the Plan. Such election shall be valid only with respect to Salary and Incentive Payments paid for services rendered after date of the initial deferral election and, in the case of Incentive Payments, may relate only to the portion of the Incentive Payments equal to (x) the total amount of the Eligible Executive’s Incentive Payments, multiplied by (y) the ratio of the number of days remaining in the service period for which the Incentive Payments are paid after the election, over the total number of days in such service period.

3.3 Corporation Contribution Amount

For each Plan Year, the Corporation, in its sole discretion, may, but is not required to credit to each Participant’s Account, the amount, if any, of the additional matching contribution that would have been made by the Corporation to the HRH Retirement Savings Plan on the Participant’s behalf, if the Participant had not made a Deferral Contribution under the Plan. Such

5

contribution shall be made at the time the matching contribution would have been made to the HRH Retirement Savings Plan and shall be credited to the Participant’s Retirement Account. Any amount credited pursuant to this Plan section, plus earnings and losses thereon, shall be paid in accordance with the Participant’s Election Form in effect for such Plan Year, or if no such Election Form is in effect, shall be paid in a lump sum distribution.

ARTICLE 4

ACCOUNTS AND INVESTMENTS

4.1 Accounts

A separate Pre-2005 Account and Post-2004 Account under the Plan shall be established for each Participant. Such Account shall be (a) credited with the amounts deferred by the Participant in accordance with Section 3.2, (b) credited with amounts, if any, contributed to the Participant’s Account by the Corporation in accordance with Section 3.3, (c) credited (or charged, as the case may be) with the investment results determined in accordance with Section 4.3, and (d) charged with the amounts paid by the Plan to or on behalf of the Participant in accordance with Article 6. Each Participant’s Account shall be divided into one or more Short-Term Deferral Accounts and a Retirement Account.

4.2 Investment Elections

(a) Each Participant, in connection with his or her initial Election Form, shall elect the types of Measurement Funds in which the Participant’s Account will be deemed to be invested for purposes of determining the amount of earnings to be credited to that Account. In making the election pursuant to this Section 4.2, the Participant may specify that all or any multiple of his or her Account be deemed to be invested, in whole percentage increments, in one or more of the Measurement Funds designated by the Plan Administrator pursuant to Section 4.2(c). The Participant may elect different Measurement Fund allocations for each of his or her Short-Term Deferral Accounts and his or her Retirement Account. Future Deferral Contributions shall be allocated among the Measurement Funds according to the allocation election in place for Deferral Contributions to the Short-Term Deferral Account or Retirement Account to which such Deferral Contribution is credited at the time such Deferral Contribution is credited. If a Participant fails to elect a Measurement Fund under this Section 4.2(a), he or she shall be deemed to have elected the money market type of Measurement Fund.

(b) Except as set forth in the last sentence of this Section 4.2(b) with respect to Deferred Stock Units, a Participant may change the designation made under Section 4.2(a) or change the portion of his or her Account balance allocated to each previously or newly elected Measurement Fund by filing a new investment allocation election on a form provided by the Plan Administrator or by following such other procedures as may be established by the Plan Administrator in its sole discretion. If such a change is made, it shall become effective no later than three (3) business days after the date it is received by the Plan Administrator and shall continue thereafter unless changed by the Participant in accordance with the previous sentence. Deferral Contributions deemed invested in Deferred Stock Units must remain allocated to Deferred Stock Units until distributed.

6

(c) The Plan Administrator shall select from time to time commercially available investments to be the Measurement Funds. The Plan Administrator may, in its sole discretion, discontinue, substitute or add a Measurement Fund; provided, however, that the Plan Administrator may not discontinue Deferred Stock Units as a Measurement Fund. Each such change in Measurement Funds shall take effect as of the first day of the calendar quarter that follows by thirty (30) days the day on which the Plan Administrator gives Participants advance notice of such change.

4.3 Crediting/Debiting of Accounts

Subject to the rules and procedures that are established from time to time by the Plan Administrator, in its sole discretion, amounts shall be credited or debited to a Participant’s Account in accordance with the following rules:

(a) The performance of each elected Measurement Fund (either positive or negative) will be determined by the Plan Administrator, in its sole discretion, based on the performance of the Measurement Funds themselves. A Participant’s Account shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant, or as otherwise determined by the Plan Administrator in its sole discretion, as though (i) a Participant’s Account was invested in the Measurement Fund(s) selected by the Participant, in the percentages elected by the Participant; (ii) Participant’s Deferral Contribution was actually invested in the Measurement Fund(s) selected by the Participant, in the percentages elected by the Participant, no later than the close of business on the third (3rd) business day after the day on which such amounts are actually deferred from the Participant’s Salary or Incentive Payments through reductions in his or her payroll, at the closing price of the Measurement Fund(s) on such date; and (iii) any distribution made to a Participant that decreases such Participant’s Account ceased being invested in the Measurement Fund(s), no earlier than three (3) business days prior to the distribution, at the closing price of the Measurement Fund(s) on such date.

(b) Except as provided below, Deferred Stock Units shall be treated as investments that are equivalent in value to the fair market value of the shares of the Corporation’s common stock in accordance with the following rules:

(i) The number of Deferred Stock Units credited to a Participant’s Account shall be increased on each date on which a dividend is paid on the Corporation’s common stock. The number of additional Deferred Stock Units credited to a Participant’s Account as a result of such increase shall be determined by (A) multiplying the total number of Deferred Stock Units (with fractional Deferred Stock Units rounded off to the nearest thousandth) credited to the Participant’s Account immediately before such increase by the amount of the dividend paid per share of the Corporation’s common stock on the dividend payment date, and (B) dividing the product so determined by the Closing Price on the dividend payment date.

7

(ii) The dollar value of the Deferred Stock Units credited to a Participant’s Account on any date shall be determined by multiplying the number of Deferred Stock Units (including fractional Deferred Stock Units) credited to the Participant’s Account by the Closing Price on that date.

(iii) In the event of a transaction or event described in this paragraph (iii), the number of Deferred Stock Units credited to a Participant’s Account shall be adjusted in such manner as the Board, in its sole discretion, deems equitable. A transaction or event is described in this paragraph (iii) if (1) it is a dividend (other than regular quarterly dividends) or other distribution (whether in the form of cash, shares, other securities, or other property), extraordinary cash dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, repurchase, or exchange of shares or other securities, the issuance or exercisability of stock purchase rights, the issuance of warrants or other rights to purchase shares or other securities, or other similar corporate transaction or event and (2) the Board determines that such transaction or event affects the shares of the Corporation’s common stock, such that an adjustment pursuant to this paragraph (iii) is appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

(iv) Amounts may be transferred from other Measurement Funds or the Participant’s Deferral Cash Account to Deferred Stock Units at any time; however, once designated as deemed invested in Deferred Stock Units, such amounts must remain in Deferred Stock Units until distributed.

(c) Participants who had a Deferred Cash Account under the Plan on November 25, 2002, or who elect or elected a Deferred Cash Account as the investment option for a deferral election made prior to December 31, 2002, for the Plan Years ending December 31, 2002 or December 31, 2003, will be permitted to continue their Deferred Cash Account, which shall be maintained in accordance with the following rules:

(i) There shall be credited to each Participant’s Deferred Cash Account an amount representing interest on the balance of such account. Interest shall be credited as earned. Such interest shall be based on the applicable Rate of Return for each Plan Year.

(ii) The balance in a Participant’s Deferred Cash Account may be transferred to any of the Measurement Funds under the Plan at any time after January 1, 2003. Once transferred, such amounts may not later be transferred back to a Deferred Cash Account.

4.4 No Actual Investment

Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for investment purposes only, and a Participant’s election of any such Measurement Fund, the allocation to his or her Account thereto, the calculation of

8

additional amounts and the crediting or debiting of such amounts to a Participant’s Account shall not be considered or construed in any manner as an actual investment of his or her Account in any such Measurement Fund. The Deferred Stock Units established hereunder shall be used solely to determine amounts to be paid hereunder, shall not represent an equity security of the Corporation, and shall not carry any voting or dividend rights. In the event that the Corporation or the trustee (as that term is defined in any trust established pursuant to Section 8.1), in its own discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Corporation or the Trust; the Participant shall at all times remain an unsecured creditor of the Corporation.

4.5 Equitable Adjustment in Case of Error or Omission

If an error or omission is discovered in a Participant’s Account, the Plan Administrator shall make such equitable adjustments as the Plan Administrator deems appropriate, in its sole discretion.

ARTICLE 5

VESTING

A Participant’s Account shall be fully vested and non-forfeitable at all times.

ARTICLE 6

DISTRIBUTIONS

6.1 Short-Term Payout

(a) In connection with each deferral election, a Participant may irrevocably elect on an Election Form to receive a Short-Term Payout from the Plan with respect to such Deferral Contribution. The Short-Term Payout shall be a lump sum payment in an amount that is equal to the Deferral Contribution, plus amounts credited or debited in the manner provided in Section 4.3 above on that amount, determined at the time that the Short-Term Payout becomes payable. Subject to other terms and conditions of this Plan, each Short-Term Payout elected shall be paid out sixty (60) days (or, for a Participant’s Post-2004 Account, during a period beginning one (1) day and ending sixty (60) days) after the last day of any Plan Year designated by the Participant that is at least three (3) Plan Years after the Plan Year in which the Deferral Contribution is actually deferred, as specifically elected by Participant. By way of example, if a three year Short-Term Payout is elected for Deferral Contributions that are deferred in the Plan Year commencing January 1, 2003, the three year Short-Term Payout would become payable during a sixty (60) day period commencing January 1, 2007. Notwithstanding the preceding sentences or any other provision of this Plan that may be construed to the contrary, a Participant who is an active employee may, with respect to each Short-Term Payout, in a form determined by the Plan Administrator, make no more than two (2) additional elections (a “Second Election”)

9

to postpone payment of such Short-Term Payout to a Plan Year subsequent to the Plan Year originally elected. Any such Second Election made with respect to a Participant’s Pre-2005 Account will be null and void unless accepted by the Plan Administrator no later than one (1) year prior to the first day of the Plan Year originally elected by the Participant for payment of such Short-Term Payout and the Participant elects a Plan Year for payment that is at least three (3) Plan Years after the Plan Year originally elected. Any such election made with respect to a Participant’s Post-2004 Account will be null and void unless (i) such election is accepted by the Plan Administrator no later than one (1) year prior to the first day of the Plan Year originally elected by the Participant for payment of such Short-Term Payout; (ii) such election will not take effect until at least twelve (12) months after the date such election is accepted by the Plan Administrator; and (iii) the Participant elects a Plan Year for payment that is at least five (5) Plan Years after the Plan Year originally elected.

(b) Should an event occur that triggers a payment under Sections 6.2, 6.3, 6.4, or 6.5, any Deferral Contribution, plus amounts credited or debited thereon, that is subject to a Short-Term Payout election under Section 6.1(a) shall not be paid in accordance with Section 6.1(a) but shall be paid in accordance with the other applicable Section.

6.2 Retirement Benefit

(a) A Participant who Retires shall receive, as a Retirement Benefit, the value of his or her Account paid in accordance with subsections (b) or (c) below, as applicable, and subject to subsection (d) below.

(b) This subsection (b) governs the payment of a Participant’s Retirement Benefit from his or her Pre-2005 Account. A Participant, in connection with his or her initial deferral election for each Plan Year prior to 2005, shall elect on an Election Form to receive the Retirement Benefit in a lump sum or in annual installments of five (5), ten (10) or fifteen (15) years; provided, however, that to qualify for annual installment payments, a Participant must have a minimum balance in his or her Account of at least $50,000 at the time the installment payments begin. The Participant may change his or her election to an allowable alternative payout period by submitting a new Election Form to the Plan Administrator, provided that any such new Election Form is submitted and is accepted by the Plan Administrator, in its sole discretion, at least one (1) year prior to the Participant’s Retirement. The Election Form most recently accepted by the Plan Administrator shall govern the payout of the Retirement Benefit. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum payment shall be made, or installment payments shall commence, no later than sixty (60) days after the last day of the Plan Year in which the Participant retires. If installment payments are elected, the amount of each annual installment shall be equal to the balance remaining to be distributed divided by the number of remaining installments.

(c) This subsection (c) governs the payment of a Participant’s Retirement Benefit from his or her Post-2004 Account. A Participant, in connection with his or her initial deferral election for the 2005 Plan Year and each Plan Year thereafter, shall elect on an Election Form to receive a Retirement Benefit in a lump sum or in annual installments of two (2) to fifteen

10

(15) years. The Participant may change his or her election to an allowable alternative payout by submitting a new Election Form to the Plan Administrator. Such election may not take effect until at least twelve (12) months after the date on which the election is made, and the payment with respect to which such election is made must be deferred for a period not less than five (5) years from the date the payment would otherwise be made or commence. The Election Form most recently accepted by the Plan Administrator shall govern the payout of the Retirement Benefit. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum shall be made, or installments payments shall commence, on the earlier of the January 1 or July 1 next following the six (6) -month anniversary of the Participant’s Retirement.

(d) If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the Participant’s unpaid Retirement Benefit payments shall continue and shall be paid to the Participant’s Beneficiary over the remaining number of years and in the same amounts as that benefit would have been paid to the Participant had the Participant survived.

6.3 Payment in Event Participant Becomes Totally and Permanently Disabled

In the event a Participant terminates employment as a result of Total and Permanent Disability, the Participant shall, for purposes of this Plan only, be treated as having Retired and such Participant’s Deferral Benefit, shall be distributed as provided in Section 6.2 provided, however, that (i) solely with respect to a Participant’s Pre-2005 Account, such Deferred Benefit may be paid in a manner as otherwise approved by the Plan Administrator and (ii) solely with respect to a Participant’s Post-2004 Account, payment shall be made or commence on the earlier of the January 1 or July 1 next following Participant’s termination of employment as a result of Total and Permanent Disability.

6.4 Pre-Retirement Survivor Benefit

(a) If the Participant dies before he or she experiences a termination of employment, the Participant’s Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant’s Deferred Benefit.

(b) A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form whether the Pre-Retirement Survivor Benefit shall be received by his or her Beneficiary in a lump sum or in annual installments of two (2) to fifteen (15) years. The Participant may change this election to an allowable alternative payout period by submitting a new Election Form to the Plan Administrator, which form must be accepted by the Plan Administrator in its sole discretion. The Election Form most recently accepted by the Plan Administrator prior to the Participant’s death shall govern the payout of the Participant’s Pre-Retirement Survivor Benefit. If a Participant does not make any election with respect to the payment of the Pre-Retirement Survivor Benefit, then such benefit shall be paid in a lump sum. Despite the foregoing, if the Participant’s Account Balance at the time of his or her death is less than $50,000, payment of the Pre-Retirement Survivor Benefit from the Participant’s Pre-2005 Account may be made, in the sole discretion of the Plan Administrator, in a lump sum. The lump sum payment shall be made, or installment payments shall commence, ninety (90) days (or, in the

11

case of the Participant’s Pre-2005 Account, no later than ninety (90) days) after the day the Plan Administrator is provided with proof that is satisfactory to the Plan Administrator of the Participant’s death. Subsequent installment payments shall be made on the sixtieth (60^th) day (or, in the case of the Participant’s Pre-2005 Account, within the first sixty (60) days) of each Plan Year.

6.5 Payment in Event of Participant’s Termination of Employment

Upon termination of employment for reasons other than Retirement, Total and Permanent Disability or death, the Plan Administrator shall pay the terminated Participant his or her Deferral Benefit in a lump sum distribution. Such payment shall be made, in the case of the Participant’s Pre-2005 Account, within sixty (60) days following the January 1 following his or her date of termination, and, in the case of Participant’s Post-2004 Account, on the earlier of the January 1 or July 1 next following the six (6) -month anniversary of the Participant’s date of termination.

6.6 Deferred Stock Units Paid in Shares of the Corporation’s Stock

Notwithstanding any other provision of this Plan, a Participant’s Deferred Stock Units shall be paid in shares of the Corporation’s common stock with fractional shares paid in cash. Any remaining balance in the Participant’s Account shall be paid in cash.

6.7 Pre-2005 Account Accelerated Payment with Reduced Benefit Election

(a) Notwithstanding the irrevocable benefit distribution elections made by a Participant, a Participant may, under the specific restrictions and forfeiture rules of this Section 6.7, elect to withdraw all or part of his or her Pre-2005 Account prior to the elected distribution date (an “Accelerated Payment Election”). Under the Accelerated Payment Election, the Participant may accelerate the distribution of all or part of his or her Pre-2005 Account, subject to a mandatory forfeiture of ten percent (10%) of the amount for which the Accelerated Payment Election is made.

(b) The Accelerated Payment election may be stated as a specified dollar amount or as a percentage of the Participant’s Pre-2005 Account. However, such dollar amount or percentage must equal at least $10,000. Each Participant may file only one (1) Accelerated Payment Election. If an Accelerated Payment election is made, the Participant may not participate in the Plan for the remainder of the current Plan Year and the immediately following Plan Year.

(c) Any distribution made under an Accelerated Payment Election shall be made on the first of the month following the month during which such election is made based upon the value of the Participant’s Pre-2005 Account on such date.

(d) Except as provided in Treasury Regulations, no acceleration in the time or schedule of any payment or amount scheduled to be paid from the Participant’s Post-2004 Account is permitted.

12

6.8 Hardship Distributions

(a) A distribution of a portion of the Participant’s Deferral Benefit because of an Unforeseeable Emergency will be permitted only to the extent required by the Participant to satisfy the emergency need. Whether an Unforeseeable Emergency has occurred will be determined by the Plan Administrator, in its sole and exclusive discretion. Distributions in the event of an Unforeseeable Emergency may be made by and with the approval of the Plan Administrator upon written request by a Participant.

(b) An “Unforeseeable Emergency” is defined as a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but, in any event, any distribution under this Section 6.8 shall not exceed the remaining amount required by the Participant to resolve the hardship after (i) reimbursement or compensation through insurance or otherwise, (ii) obtaining liquidation of the Participant’s assets, to the extent such liquidation would not itself cause a severe financial hardship, or (iii) suspension of deferrals under the Plan. A Participant claiming hardship shall be required to submit to the Plan Administrator documentation of the hardship and proof that the loss is not covered by other means.

(c) If a Participant receives a hardship distribution, the Participant may not participate in the Plan for the remainder of the current Plan Year.

6.9 Benefit Determination and Payment Procedure

The Plan Administrator has the authority, in its sole discretion and judgment, to make all determinations concerning eligibility for benefits under the Plan, the time or terms of payment, and the form or manner of payment to the Participant or the Participant’s Beneficiary, in the event of the death or Disability of the Participant. The Plan Administrator shall promptly notify the Corporation of each such determination that benefit payments are due and provide to the Corporation all other information necessary to allow the Corporation to carry out said determination, whereupon the Corporation shall pay such benefits in accordance with the Plan Administrator’s determination.

6.10 Payments to Minors and Incompetents

If a Participant or Beneficiary entitled to receive any benefits hereunder is a minor or is judged to be legally incapable of giving valid receipt and discharge for such benefits, or is deemed so by the Administrator, benefits will be paid to such person as the Plan Administrator may designate for the benefit of such Participant or Beneficiary. Such payments shall be considered a payment to such Participant or Beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under the Plan.

13

6.11 Distribution of Benefit When Distributee Cannot Be Located

The Plan Administrator shall make all reasonable attempts to determine the identity and/or whereabouts of a Participant or a Participant’s Beneficiary entitled to benefits under the Plan, including the mailing by certified mail of a notice to the last known address shown on the Corporation’s or the Plan Administrator’s records. If the Plan Administrator is unable to locate such a person entitled to benefits hereunder, or if there has been no claim made for such benefits, the Corporation shall continue to hold the benefit due such person, subject to any applicable statute of escheats.

6.12 Benefit Payment Elections Made Prior to December 31, 2002

Any Participant who, prior to December 31, 2002, elects or elected a Benefit Commencement Date (as such term is defined in the Plan prior to amendment effective November 25, 2002) and/or form of payment (lump sum or installments) that is inconsistent with benefit payment elections available under Sections 6.1 and 6.2 above may retain such Benefit Commencement Date and/or form of payment or elect, on a form provided by the Plan Administrator, a Short-Term Payout or Retirement Benefit determined under Sections 6.1 or 6.2. If a Participant elects to conform his or her benefit payments to Sections 6.1 and 6.2, the Participant may not later make a benefit payment election that is inconsistent with Section 6.1 and 6.2. An election to conform benefit payments to Sections 6.1 and 6.2 shall not be treated as a Second Election under Section 6.1.

ARTICLE 7

BENEFICIARY DESIGNATION

A Participant may designate a Beneficiary and a contingent Beneficiary by completing and signing a Beneficiary Designation Form. Any Beneficiary designation made hereunder shall be effective only if properly signed and dated by the Participant and delivered to the Plan Administrator prior to the time of the Participant’s death. Any Beneficiary designation hereunder shall remain effective until changed or revoked hereunder.

A Beneficiary designation may be changed by the Participant at any time, or from time to time, by filing a new Beneficiary Designation Form with the Plan Administrator. The most recent Beneficiary Designation Form received by the Plan Administrator shall be the effective Beneficiary designation for all Plan Years and shall supercede all prior Beneficiary designations unless specifically designated otherwise.

If the Participant dies without having designated a Beneficiary or a contingent Beneficiary or if the Participant dies and the Beneficiary and contingent Beneficiary so named by the Participant have both predeceased the Participant, then the Participant’s estate shall be deemed to be his or her Beneficiary. In the event that the Participant dies and the Beneficiary so named by the Participant has predeceased the Participant, then the surviving contingent Beneficiary, if any, shall be the Beneficiary.

14

If a Beneficiary of the Participant shall survive the Participant but shall die before the Participant’s entire benefit under the Plan has been distributed, then the unpaid balance thereof shall be distributed to any other beneficiary named by the deceased Beneficiary to receive his or her interest or, if none, to the estate of the deceased Beneficiary.

ARTICLE 8

FUNDING

All Plan Participants and Beneficiaries are general unsecured creditors of the Corporation with respect to the benefits due hereunder and the Plan constitutes a mere promise by the Corporation to make benefit payments in the future. It is the intention of the Corporation that the Plan be considered unfunded for tax purposes.

The Corporation may, but is not required to, purchase life insurance in amounts sufficient to provide some or all of the benefits provided under this Plan or may otherwise segregate assets for such purpose.

The Corporation may, but is not required to, establish a grantor trust which may be used to hold assets of the Corporation which are maintained as reserves against the Corporation’s unfunded, unsecured obligations hereunder. Such reserves shall at all times be subject to the claims of the Corporation’s creditors. To the extent such trust or other vehicle is established, and assets contributed, for the purpose of fulfilling the Corporation’s obligation hereunder, then such obligation of the Corporation shall be reduced to the extent such assets are utilized to meet its obligations hereunder. Any such trust and the assets held thereunder are intended to conform in substance to the terms of the model trust described in Revenue Procedure 92-64.

15

ARTICLE 9

CHANGE OF CONTROL

9.1 Change of Control

A “Change of Control” shall mean:

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section; or

(b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or

16

such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

Notwithstanding the foregoing, for purposes of subsection (a) of this Section, a Change of Control shall not be deemed to have taken place if, as a result of an acquisition by the Corporation which reduces the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities, the beneficial ownership of a Person increases to 25% or more of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities; provided, however, that if a Person shall become the beneficial owner of 25% or more of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities by reason of share purchases by the Corporation and, after such share purchases by the Corporation, such Person becomes the beneficial owner of any additional shares of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Stock, for purposes of subsection (a) of this Section, a Change of Control shall be deemed to have taken place.

9.2 Effect of Change of Control

(a) Upon a Change of Control, the Corporation shall establish, if one has not been established, a grantor trust, as described in Section 8.1(c), and shall contribute to such trust, within seven (7) days of the Change of Control, and within thirty (30) days of the end of each Plan Year thereafter, a lump-sum payment equal to the difference between the aggregate value of all Participants’ Accounts and the value of the assets of the trust on the date of the Change of Control or end of the Plan Year.

(b) Notwithstanding any other provision in any other Article of this Plan to the contrary, in the event a Participant separates from service to the Corporation within three (3) years following a Change of Control, other than on account of the Participant’s death, Disability or Retirement, the balance in such Participant’s Pre-2005 Account as of the date of his or her separation from service shall be distributed to such Participant in a lump-sum no later than thirty (30) days after the date the Participant’s separation from service and, the balance in such Participant’s Post-2004 Account as of the six (6) – month anniversary of such Participant’s separation from service shall be distributed to such Participant in a lump-sum on the first day of the month following such six (6) -month anniversary.

(c) Upon a Change of Control, each Participant’s Deferred Stock Units shall be adjusted as provided in Section 4.3(b)(iii). The amount of such adjustment shall be determined by the Board (which, for this purpose, shall be comprised solely of employee members of the Board

17

prior to the Change of Control) so as to reflect fairly and equitably appropriate circumstances as the Board deems appropriate, including, without limitation, the recent price of shares of the Corporation’s common stock. For purposes of adjustments under this Section 9.2(c), the value of a Participant’s Deferred Stock Units shall be adjusted to the greater of (1) the Closing Price on or nearest the date on which the Change of Control is deemed to occur, or (2) the highest per share price for shares of the Corporation’s common stock actually paid in connection with the Change of Control. In the event the consideration received in the Change of Control transaction by the holders of the Corporation’s common stock includes shares of stock of another corporation (an “Acquiring Corporation”), the adjustment under this Section 9.2(c) shall include converting each Deferred Stock Unit into units of stock of the Acquiring Corporation of the same class as the shares received by the holders of the Corporation’s common stock in the Change of Control transaction using the same exchange ratio as the exchange ratio used in the Change of Control transaction and such units shall be deemed to be equivalent in value to the fair market value of such shares of the Acquiring Corporation. Such units shall thereafter be deemed to be Deferred Stock Units within the meaning of this Plan and accounted for and adjusted accordingly. Any other adjustment made to Deferred Stock Units, including an adjustment relating to other consideration received in the Change of Control transaction by the holders of the Corporation’s common stock, shall be credited to the Participant’s Account and allocated among the Measurement Funds according to the Participant’s existing allocation election.

ARTICLE 10

PLAN ADMINISTRATOR

10.1 Appointment of Plan Administrator

The Corporation shall serve as the Plan Administrator unless the Compensation Committee has appointed one or more persons to serve as the Plan Administrator (the “Administrator”) for the purpose of administering the Plan. In the event more than one person is appointed, the persons shall form a committee for the purpose of functioning as the Plan Administrator. If the Compensation Committee has so appointed a Plan Administrator, the person or committeemen serving as Plan Administrator shall serve for indefinite terms at the pleasure of the Compensation Committee, and may, by thirty (30) days prior written notice to the Compensation Committee, terminate such appointment.

10.2 Duties and Responsibilities of Plan Administrator

(a) The Plan Administrator shall maintain and retain necessary records regarding its administration of the Plan.

(b) The Plan Administrator is empowered to settle claims against the Plan and to make such equitable adjustments in a Participant’s or Beneficiary’s rights or entitlements under the Plan as it deems appropriate in the event an error or omission is discovered or claimed in the operation or administration of the Plan as provided in Section 10.3.

18

(c) The Plan Administrator has the authority in its sole and exclusive judgment and discretion to construe the Plan, correct defects, supply omissions or reconcile inconsistencies to the extent necessary to effectuate the Plan, and such action shall be conclusive and binding on all Participants.

10.3 Claims Procedures

Any claim by a Participant or his or her Beneficiary (hereafter “Claimant”) for benefits shall be submitted in writing to the Plan Administrator. The Plan Administrator shall be responsible for deciding whether such claim is payable, or the claimed relief otherwise is allowable, under the provisions and rules of the Plan. The Plan Administrator otherwise shall be responsible for providing a full and fair review of the Plan Administrator’s decision with regard to any claim, if requested. The Plan Administrator shall provide such full and fair review in accordance with the requirements of ERISA, including without limitation the requirements of Section 503 thereof, as amended from time to time.

Each claimant or other interested person shall file with the Plan Administrator such pertinent information as it may specify, in such manner and form as it may specify and provide. Such person shall not have any rights or be entitled to any benefits, or further benefits, hereunder, as the case may be, unless and until the required information is filed by the Claimant or on behalf of the Claimant. Each Claimant shall supply, at such times and in such manner as may be required, written proof that the benefit claimed is provided under the Plan. If it is determined that a Claimant is not entitled to the claimed benefit under the Plan, or, if the Claimant shall fail to furnish such proof as is requested, no benefits, or further benefits, hereunder, as the case may be, shall then be payable to such Claimant.

For all purposes under the Plan, the decisions with respect to a claim, and the decisions with respect to a claim review, when requested, shall be final, binding and conclusive on all Participants, Beneficiaries and other interested parties, as to all matters relating to the Plan and Plan benefit. Further, each claims determination under the Plan shall be made in the absolute and exclusive discretion and authority of the Plan Administrator, and no claim shall be paid unless the Plan Administrator determines in its discretion that a Claimant is entitled to such payment.

ARTICLE 11

AMENDMENT OR TERMINATION OF PLAN

11.1 Amendment or Termination of the Plan

(a) The Board, or its authorized delegate, may amend or terminate the Plan at any effective time as of any date specified. Any such action taken by the Board, or its authorized delegate, shall be evidenced by a resolution and shall be communicated to Participants and Beneficiaries prior to the effective date thereof. No amendment or termination shall decrease a Participant’s Deferral Benefit accrued prior to the effective date of the amendment or termination.

19

(b) Solely with respect to a Participant’s Pre-2005 Account, the Board, or its authorized delegate, reserves the right to unilaterally shorten the deferral period of any Participant hereunder in its sole discretion if, in its sole discretion, it determines that to do so will be fair and equitable to the Participant.

11.2 Nullification of Plan Provisions that Result in Early Taxation of Benefits

(a) This Section shall become operative upon the enactment of any change in applicable statutory law or the promulgation by the Internal Revenue Service of a final regulation or other pronouncement having the force of law, which statutory law, as changed, or final regulation or pronouncement, as promulgated, would cause any Participant to include in his or her federal gross income amounts accrued by the Participant under the Plan on a date (an “Early Taxation Event”) prior to the date on which such amounts are made available to him or her hereunder.

(b) Notwithstanding any other Section of this Plan to the contrary (but subject to subsection (c) below), as of an Early Taxation Event, the feature or features of this Plan that would cause the Early Taxation Event shall be null and void, to the extent, and only to the extent, required to prevent the Participant from being required to include in his or her federal gross income amounts accrued by the Participant under the Plan prior to the date on which such amounts are made available to him or her hereunder. If only a portion of a Participant’s Account is impacted by the change in the law, then only such portion shall be subject to this Section, with the remainder of the Account not so affected being subject to such rights and features as if the law were not changed. If the law only impacts Participants who have a certain status with respect to the Company, then only such Participants shall be subject to this Section.

(c) If an Early Taxation Event is earlier than the date on which the statute, regulation or pronouncement giving rise to the Early Taxation Event is enacted or promulgated, as applicable (i.e., if the change in the law is retroactive), there shall be distributed to each Participant, as soon as practicable following such date of enactment or promulgation, the amounts that became taxable on the Early Taxation Event.

ARTICLE 12

MISCELLANEOUS

12.1 Status of Plan

The Corporation intends that the Plan will constitute an unfunded “top hat” plan, maintained for the purpose of providing deferred compensation benefits to a select group of management or highly compensated employees of the Corporation or Affiliates, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Security Act of 1974 (“ERISA”), and the rules and regulations issued thereunder, as amended from time to time.

20

12.2 Binding Effect

The Plan shall be binding upon and inure to the benefit of the Corporation, its successors and assigns, and the Participant and his or her heirs, executors, administrators and legal representatives.

12.3 Delegation of Authority

Whenever the Corporation is permitted or required to perform any act, such act may be performed by its Chief Executive Officer or President or other person duly authorized by its Chief Executive Officer or President or its Board.

12.4 Effect on Other Benefits

Except as otherwise required by applicable law, the salary deferred by a Participant shall otherwise be included in the Participant’s annual compensation for purposes of calculating the Participant’s bonuses and awards, insurance and other employee benefits. However, in accordance with the terms of any plan qualified under Code section 401 maintained by the Sponsor, the amount of salary deferrals under the Plan shall not be included as calendar year compensation in calculating the Participant’s benefits or contributions by or on behalf of the Participant. Distributions made under the Plan shall be excluded from compensation in years paid for purposes of calculating a Participant’s bonuses and awards, insurance and other employee benefits.

12.5 Gender and Number

In the construction of the Plan, the masculine shall include the feminine or neuter and the singular shall include the plural and vice-versa in all cases where such meanings would be appropriate.

12.6 Governing Law

The Plan shall be construed, enforced and administered in accordance with the laws of the Commonwealth of Virginia.

12.7 Non-assignability

Each Participant’s rights under the Plan shall be non-transferable and non-assignable. No benefit that shall be payable to any person (including a Participant or Beneficiary) shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge such benefits shall be void. Further, no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any such person, nor shall it be subject to attachment or legal process for or against such person, and the same shall not be recognized, except to such extent as may be required by law.

21

12.8 Notices and Elections

All notices required to be given in writing and all elections required to be made in writing under any provision of the Plan shall be invalid unless made on such forms as may be provided or approved by the Plan Administrator and, in the case of a notice or election by a Participant or Beneficiary, unless executed by the Participant or Beneficiary giving such notice or making such election. Notices and elections shall be deemed given or made when received by any member of the committee that serves as Administrator.

12.9 Service of Process

The Plan Administrator shall be the agent for service of process on the Plan.

12.10 Severability

If any provision of the Plan should for any reason be declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect.

12.11 Successors, Acquisitions, Mergers, Consolidations

The terms and conditions of the Plan and each Deferral Agreement thereunder shall inure to the benefit of, and bind, the Corporation and the Participants, and their successors, assigns and personal representatives.

12.12 Tax Withholding

The Corporation shall withhold from any payment made by it under the Plan (or at any other required time) such amount or amounts as may be required for purposes of complying with the tax withholding or other provisions of the Internal Revenue Code of 1986, as amended, the Social Security Act, as amended, or any federal, state or local income or employment tax provision; or otherwise, for purposes or paying any estate, inheritance or other tax attributable to any amounts payable hereunder.

12.13 Titles and Captions

Titles and captions and headings herein have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.

22

EX-10.6

Exhibit 10.6

HILB ROGAL & HOBBS COMPANY

NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN

Amended and Restated January 1, 2007

(Board approved November 28, 2006)

1. Purpose. The Purpose of the Hilb Rogal & Hobbs Company Non-Employee Directors Stock Incentive Plan (the “Plan”) is to encourage ownership in the Company by non-employee members of the Board, to promote long-term shareholder value and to provide non-employee members of the Board with an incentive to continue as directors of the Company. The Plan was originally adopted by the Board and Shareholders of the Company as of May 5, 1998 and amended by the Board on August 4, 1998 and amended and restated by the Board on February 2, 1999. The Board subsequently amended and restated the Plan, effective January 1, 2007.

2. Definitions. As used in the Plan, the following terms have the meanings indicated:

(a) “Act” means the Securities Exchange Act of 1934, as amended.

(b) “Agreement” means a written agreement (including any amendment or supplement thereto) between the Company and an Eligible Director specifying the terms and conditions of an Option granted to such Eligible Director.

(c) “Annual Meeting” means the annual meeting of shareholders at which members of the Board are routinely elected.

(d) “Board” means the Board of Directors of the Company.

(e) “Change of Control” shall mean:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Act, (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 25% or more of either (a) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Company, (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (z) any acquisition by any corporation pursuant to a transaction which complies with clauses (a), (b) and (c) of subsection (iii) of this Section; or

(ii) Individuals who, as of February 2, 1999, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to February 2, 1999 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (b) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

-2-

Notwithstanding the foregoing, for purposes of subsection (i) of this Section, a Change of Control shall not be deemed to have taken place if, as a result of an acquisition by the Company which reduces the Outstanding Company Common Stock or the Outstanding Company Voting Securities, the beneficial ownership of a Person increases to 25% or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities; provided, however, that if a Person shall become the beneficial owner of 25% or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities by reason of share purchases by the Company and, after such share purchases by the Company, such Person becomes the beneficial owner of any additional shares of the Outstanding Company Common Stock or the Outstanding Company Voting Stock through any means except an acquisition directly from the Company, for purposes of subsection (i) of this Section, a Change of Control shall be deemed to have taken place.

(f) “Company” means Hilb, Rogal & Hobbs Company.

(g) “Committee” means the Compensation Committee of the Board.

(h) “Common Stock” means the Common Stock of the Company. In the event of a change in the capital structure of the Company (as provided in Section 13), the shares resulting from such a change shall be deemed to be the Common Stock within the meaning of the Plan.

(i) “Date of Grant” means the date as of which a director is automatically awarded an Option pursuant to Section 6.

(j) “Effective Date” means the date the Plan is adopted by shareholders of the Company.

(k) “Eligible Director” means a member of the Board who is not an employee of the Company or any Subsidiary.

(l) “Fair Market Value” means, on any given date, the closing price per share of Common Stock, as reported on the New York Stock Exchange composite tape on that day or, if the Common Stock was not traded on such day, then on the next preceding day that the Common Stock was traded on such exchange, all as reported by such source as the Committee may select.

(m) “Fees” means all amounts payable to an Eligible Director for services rendered as a director, including retainer fees, meeting fees, and committee fees, but excluding travel and other out of pocket expense reimbursements.

(n) “Option” means a stock option, not otherwise specifically qualified for favorable tax treatment under a section of the Internal Revenue Code of 1986, as amended (the “Code”), that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set forth in an Agreement under the terms of this Plan, at a price determined in accordance with the Plan.

-3-

(o) “Plan Year” means the calendar year or the remaining portion of the calendar year after the Effective Date of this Plan.

(p) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations in the unbroken chain (other than the last corporation) owns stock possessing at least 50% of the total combined voting power of all classes of stock in one of the other corporations in such chain.

3. Participation in the Plan. Each Eligible Director who was not an employee of the Company or Subsidiary for at least one year before the Date of Grant of an Option shall be eligible to receive Options under Section 6. Each Eligible Director shall be eligible to elect to receive Common Stock in lieu of Fees under Section 7.

4. Stock Subject to the Plan. The maximum number of shares of Common Stock that may be issued upon exercise of Options granted or Stock Elections pursuant to the Plan shall be 200,000, subject to adjustment as provided in Section 13.

5. Non-Statutory Stock Options. All Options granted under the Plan shall be non-statutory in nature and shall not be entitled to special tax treatment under Code section 422.

6. Award, Terms, Conditions and Form of Options. Each Option shall be evidenced by a written agreement in such form as the Committee shall from time to time approve, which Agreement shall comply with and be subject to the following terms and conditions:

(a) Each Eligible Director shall receive a grant of an Option for the purchase of 5,000 shares of Common Stock on the first business day following the Annual Meeting of the Company’s Shareholders. If at any time under the Plan there are not sufficient shares of Common Stock available to permit fully the Option grants described in this Section 6(a), the Option grants shall be reduced pro rata (to zero, if necessary) so as not to exceed the number of shares of Common Stock available.

(b) The Option exercise price shall be the Fair Market Value of the Common Stock on the Date of Grant. Except for adjustments authorized in Section 13, the exercise price shall not be reduced (by amendment or cancellation of the Option or otherwise) after the Date of Grant.

(c) Subject to Section 6(e) below, all Options shall become exercisable immediately or after any term of months or years and may remain exercisable for any term of months or years as set by the Committee in its discretion at the time of granting. Further, the date upon which any Option granted becomes exercisable may be accelerated by the Committee in its discretion. The terms of any Option granted

-4-

by the Committee may provide that the Option is exercisable in whole or in part from time to time over such period of time as the Committee shall consider appropriate. The term of exercisability of any Option may not be extended or renewed except as may be permitted by Code section 409A and Treasury Regulations thereunder.

(d) An Option may be exercised in whole at any time or in part from time to time at such times and in compliance with the applicable Agreement. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan with respect to remaining shares subject to the Option.

(e) Unless otherwise provided by the Agreement, payment of the Option price shall be made in cash (in United States dollars) or a cash equivalent acceptable to the Committee. If the Agreement so provides, payment of all or a part of the Option price for a non-statutory Option may be effected by a “cashless exercise” thereof (i) by the Eligible Director surrendering shares of Common Stock to the Company, or (ii) by the Eligible Director delivering to a broker instructions to sell a sufficient number of the shares of Common Stock being acquired upon exercise of the Option to cover the Option price and any additional costs and expenses associated with the cashless exercise. If Common Stock is surrendered to pay all or part of the Option price, the shares surrendered must have a Fair Market Value (determined as of the date of exercise of the Option) that is not less than such Option price or part thereof.

(f) Options shall become fully exercisable upon a Change of Control.

7. Receipt of Fees in Stock.

(a) An Eligible Director may elect to receive up to 100% of his or her Fees in shares of Common Stock (a “Stock Election”). A Stock Election must be in writing and shall be delivered to the Corporate Secretary of the Company prior to the Annual Meeting for the Plan Year to which the Stock Election pertains. Except as provided in Section 7(c), a Stock Election may be revoked prior to the last day of any calendar quarter for all calendar quarters beginning after the revocation. A Stock Election must specify the applicable percentage of the Fees that the Eligible Director wishes to receive in shares of Common Stock (the “Designated Percentage”).

(b) If a Stock Election is made, the number of shares of Common Stock to be issued in lieu of the Fees shall be determined by multiplying the Designated Percentage times the Fees at the time such fees are earned and dividing that product by the Fair Market Value of the Common Stock day on which the Fees are earned. The portion of an Eligible Director’s Fees which is the Eligible Director’s retainer is earned as of the first day of the quarter for which the retainer is paid. The portion of an Eligible Director’s Fees which are the Eligible Director’s meeting fees is earned as the date of which the meeting for which the Eligible Director is paid

-5-

occurs. The number of shares of Common Stock is to be issued in lieu of the Fees for each calendar quarter shall be issued on the last day of such calendar quarter to an Eligible Director. At the time the shares of Common Stock are to be issued to the Eligible Director, if the formula used to calculate the total number of shares of Common Stock earned by the Eligible Director (including, if applicable, any 20% increase under Section 7(c)) results in a fractional share, the number of shares of Common Stock issued to the Eligible Director shall be rounded down to the next whole share.

(c) If the Designated Percentage in a Stock Election is 100%, the number of shares of Common Stock as determined under Section 7(b) shall be increased by 20% at each time that the Eligible Director’s Fees are earned and issued as provided under Section 7(b). To receive the increased amount of Common Stock, the Stock Election must be irrevocable in respect to the Plan Year to which it pertains.

(d) Payment of Fees to an Eligible Director in shares of Common Stock shall take place at the time or times such Fees would have been paid in cash absent a Stock Election; provided, however that such time or times may be no later than (i) the 15^th day of the third month following the end of the Eligible Director’s first taxable year in which the applicable portion of the Fees is no longer subject to a substantial risk of forfeiture or, if later, (ii) the 15^th day of the third month following the end of the Company’s first taxable year in which the applicable portion of the Fees is no longer subject to a substantial risk of forfeiture.

8. Withholding. In the case of the exercise of an Option, the Eligible Director shall pay to the Company in cash the full amount of all federal and state income and employment taxes required to be withheld by the Company in respect of the taxable income of the Eligible Director from such exercise. If the Agreement so provides, payment of all or a part of such taxes may be made by the Eligible Director surrendering shares of Common Stock to the Company, provided the shares have a Fair Market Value (determined as of the date of exercise of the Option) that is not less than the amount of such taxes or part thereof, or by the sale of shares of Common Stock upon the cashless exercise of an Option through a broker.

9. Transferability. An Option shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and shall be exercised during the lifetime of the optionee only by him; provided that an Eligible Director may transfer any Option to members of the Eligible Director’s immediate family or trusts or family partnerships for the benefit of such persons, subject to such terms and conditions as may be established by the Committee. Except as specifically provided in the Agreement, no Option or interest therein may be transferred, assigned, pledged or hypothecated by the optionee during his or her lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.

10. Administration. The Plan shall be administered by the Committee. The Committee shall have all powers necessary to administer the Plan, including, without limitation, the authority (within the limitations described herein) to construe the Plan, to determine all questions arising under the Plan, and to adopt and amend rules and regulations for the

-6-

administration of the Plan as it may deem desirable. Any decision of the Committee in the administration of the Plan shall be final and conclusive. The Committee may act only by a majority of its members in office, except that members thereof may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee. No member of the Committee shall be liable for anything done or omitted to be done by him or any other member of the Committee in connection with the Plan, except for his or her own willful misconduct or as expressly provided by statute.

11. Termination. The Plan shall terminate upon the earlier of:

(a) the adoption of a resolution of the Board terminating the Plan; or

(b) the date shares of Common Stock are no longer available under the Plan for the automatic award of Option shares; or

(c) The tenth anniversary of the Effective Date. No termination of the Plan shall materially and adversely affect any of the rights or obligations of any Eligible Director under any Option previously granted by the Plan without such Eligible Director’s consent.

12. Limitation of Rights.

(a) Neither the Plan nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain any person as a director for any period of time.

(b) An optionee shall have no rights as a shareholder with respect to shares of Common Stock covered by his or her Options until the date of exercise of the Option, and, except as provided in Section 13, no adjustment will be made for dividends or other rights for which the record date is prior to the date of such exercise.

13. Changes in Capital Structure.

(a) Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option and the price per share thereof shall be adjusted proportionately for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company by reason of any stock dividend, stock split, combination, reclassification, recapitalization, or the general issuance to holders of Common Stock of rights to purchase Common Stock at substantially below its then Fair Market Value, or any change in the number of shares of Common Stock outstanding effected without receipt of cash, property, labor or services by the Company, or any spin-off or other type of distribution of assets to shareholders. In the event of a change in the Common Stock of the Company as presently constituted, which is limited to a change of all or part of its authorized shares without par value into the same

-7-

number of shares with a par value, or any subsequent change into the same number of shares with a different par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. No adjustment to an Option or treatment of shares as shares of Common Stock under this Section 13(a) is authorized for purposes of the Plan if it would create a deferral of compensation or a modification, extension or renewal of an Option under Section 409A of the Code or Treasury Regulations thereunder, except to the extent permitted by Section 409A of the Code and Treasury Regulations thereunder.

(b) Except as expressly provided above in Section 6(f) or Section 13(a), an Eligible Director shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or spin-off of assets or stock of another corporation. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to any Option.

(c) The grant of an Option award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

14. Amendment. The Plan may be terminated or amended at any time by the Board, effective as of any date specified, except as required by applicable law. No Plan amendment or termination shall decrease an Eligible Director’s accrued benefit prior to the effective date of the amendment or termination. No amendment of the Plan or of an outstanding Option shall cause an Option or a payment of Fees to result in a deferral of compensation under Section 409A of the Code and Treasury Regulations thereunder, unless the Plan or Option, as amended, complies with the requirements of Code section 409A.

15. Notice. All notices and other communications required or permitted to be given under this Plan shall be in writing and shall be deemed to have been duly given if delivered personally or mailed first class, postage prepaid, as follows: (a) if to the Company – at its principal business address to the attention of the Treasurer; (b) if to any Participant – to the Participants’ address as reflected on the records of the Company.

16. Non-Assignability. Each Participant’s rights under the Plan shall be non-assignable.

17. Responsibility for Legal Effect. Neither the Committee nor the Company makes any representations or warranties, express or implied, or assumes any responsibility concerning the legal, tax or other implications or effects of this Plan.

-8-

18. Successors, Acquisitions, Mergers, Consolidations. The terms and conditions of the Plan shall inure to the benefit of and bind the Company and the Participants, and their successors, assigns and personal representatives.

19. Controlling Law. The Plan shall be construed in accordance with the laws of the Commonwealth of Virginia to the extent not preempted by laws of the United States of America.

20 Gender and Number. In the construction of the Plan, the masculine shall include the feminine or neuter and the singular shall include the plural and vice-versa in all cases where such meanings would be appropriate.

21 Titles and Captions. Titles and captions and headings herein have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.

-9-

EX-10.7

Exhibit 10.7

Hilb Rogal & Hobbs Company

Outside Directors Deferral Plan

Effective April 1, 1998

Amended and Restated

Effective January 1, 2007

(Board approved November 28, 2006)

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
1.1	Account	1
1.2	Administrator	2
1.3	Affiliate	2
1.4	Beneficiary	2
1.5	Benefit Commencement Date	2
1.6	Board	2
1.7	Closing Price	2
1.8	Code	2
1.9	Compensation	2
1.10	Corporation	2
1.11	Death Benefit	3
1.12	Deferral Amount	3
1.13	Deferral Benefit	3
1.14	Deferral Contributions	3
1.15	Deferral Election	3
1.16	Deferral Year	3
1.17	Deferred Cash Account	3
1.18	Deferred Stock Unit	3
1.19	Deferred Stock Unit Account	3
1.20	Director	3
1.21	Effective Date	4
1.22	Eligible Director	4
1.23	Former Plan	4
1.24	Participant	4
1.25	Plan	4
1.26	Plan Year	4
1.27	Rate of Return	4
1.28	Short Plan Year	4
ARTICLE II ELIGIBILITY AND PARTICIPATION		4
2.1	Eligibility	4
2.2	Notice and Election Regarding Active Participation	5
2.3	Commencement of Active Participation	5
2.4	Length of Participation	5
ARTICLE III DETERMINATION OF DEFERRAL		5
3.1	Deferral Benefit	5
3.2	Transition Credits	6
3.3	Deferral Election	6
3.4	Subtractions from Deferred Cash Account and Deferred Stock Unit Account	8

		Page
3.5	Crediting of Interest to Deferred Cash Account	8
3.6	Equitable Adjustment in Case of Error or Omission	8
3.7	Statement of Benefits	8
ARTICLE IV ACCOUNTS AND INVESTMENTS		8
4.1	Accounts	8
4.2	Deferred Stock Units	9
4.3	Hypothetical Nature of Accounts and Investments	10
ARTICLE V VESTING		10
ARTICLE VI DEATH BENEFITS		10
6.1	Pre-Benefit Commencement Date Death Benefit	10
6.2	Post-Benefit Commencement Date Death Benefit	11
ARTICLE VII PAYMENT OF BENEFITS		11
7.1	Payment of Deferral Benefit	11
7.2	Payment of Death Benefit	12
7.3	Form of Payment of Deferral Benefit	12
7.4	Benefit Determination and Payment Procedure	12
7.5	Payments to Minors and Incompetents	12
7.6	Distribution of Benefit When Distributee Cannot Be Located	12
ARTICLE VIII BENEFICIARY DESIGNATION		13
8.1	Beneficiary Designations	13
ARTICLE IX WITHDRAWALS		13
9.1	No Withdrawals Permitted	13
9.2	Hardship Exemption	14
ARTICLE X FUNDING		14
10.1	Funding	14
ARTICLE XI CHANGE OF CONTROL		15
11.1	Change of Control	15
11.2	Effect of Change of Control	16
ARTICLE XII PLAN ADMINISTRATOR		17
12.1	Appointment of Administrator	17
12.2	Duties and Responsibilities of Plan Administrator	18
ARTICLE XIII AMENDMENT OR TERMINATION OF PLAN		18
ARTICLE XIV MISCELLANEOUS		18

-ii-

		Page
14.1	Non-assignability	18
14.2	Notices and Elections	19
14.3	Delegation of Authority	19
14.4	Service of Process	19
14.5	Governing Law	19
14.6	Binding Effect	19
14.7	Severability	19
14.8	Gender and Number	19
14.9	Titles and Captions	20
14.10	Fiduciary Discretion	20
14.11	Term	20

-iii-

INTRODUCTION

Effective January 1, 1995, the Board of Directors of Hilb, Rogal and Hamilton Company adopted the Outside Directors Deferral Plan, under which non-employee directors of the Corporation had the opportunity to defer receipt of certain compensation until retirement or departure from the Board.

The Board of Directors determined it to be in the best interests of the Corporation to allow non-employee directors of the Corporation to continue to have the opportunity to defer receipt of certain compensation until retirement or departure from the Board provided that the deferred amounts are aligned with the interests of the Corporation by being tied to the performance of the Corporation’s common stock. Therefore, effective April 1, 1998, the Board of Directors adopted the Hilb, Rogal and Hamilton Company Amended and Restated Outside Directors Deferral Plan (the “Plan”). The Board of Directors subsequently amended and restated the Plan effective May 4, 2004.

Effective January 1, 2005, the Plan is amended to conform to the requirements of section 409A of the Internal Revenue Code. The amendments apply solely to amounts accrued on and after January 1, 2005, plus any amounts accrued prior to January 1, 2005, that are not earned and vested as of December 31, 2004. Amounts accrued prior to January 1, 2005, that are earned and vested as of December 31, 2004, shall remain subject to the terms of the Plan as in effect on December 31, 2004.

By Board action on November 28, 2006, and effective as of January 1, 2007, the Board of Directors has determined it to be in the best interests of the Corporation to make certain additional amendments to the Plan. Therefore, the Board of Directors believes it to be in the best interest of the Corporation to amend and restate the Plan for such purposes.

Pursuant to action taken by the Board of Directors and shareholders of the Corporation, the Plan is amended and restated in its entirety as follows:

ARTICLE I

DEFINITIONS

The following words and terms as used in this Plan shall have the meaning set forth below, unless a different meaning is clearly required by the context:

1.1 Account: A bookkeeping account established for a Participant under Article IV hereof. Effective January 1, 2005, the Corporation shall maintain a Pre-2005 Account and Post-2004 Account for each Participant. A Participant’s Pre-2005 Account shall document the amounts deferred under the Plan by the Participant and any other amounts credited hereunder which are earned and vested prior to January 1, 2005, plus earnings thereon. A Participant’s

-1-

Post-2004 Account shall document the amounts deferred under the Plan by the Participant and any other amounts credited hereunder on and after January 1, 2005, plus earnings thereon. Where applicable, a Participant’s Pre-2005 Account and Post-2004 Account may be referred to collectively as the Participant’s “Account.”

1.2 Administrator: The Human Resources and Compensation Committee of the Board is the Plan Administrator unless responsibility is delegated as provided for in Article XII hereof.

1.3 Affiliate: Any subsidiary, parent, affiliate, or other related business entity to the Corporation.

1.4 Beneficiary: The person or persons designated by a Participant or otherwise entitled pursuant to Section 8.1 to receive benefits under the Plan attributable to such Participant after the death of such Participant.

1.5 Benefit Commencement Date: The date irrevocably elected by the Participant pursuant to Section 3.3, which date may not be later than the January 1 following the Participant’s 75th birthday. The same Benefit Commencement Date shall be required for all Deferral Contributions made and Deferral Benefits attributable to a Deferral Year.

1.6 Board: The present and any succeeding Board of Directors of the Corporation, unless such term is used with respect to a particular Affiliate and its Directors, in which event it shall mean the present and any succeeding Board of Directors of that Affiliate.

1.7 Closing Price: The closing price of a share of common stock of the Corporation as reported on the New York Stock Exchange composite tape on such day or, if the common stock of the Corporation was not traded on the New York Stock Exchange on such day, then on the next preceding day that the common stock of the Corporation was traded on such exchange, all as reported by such source as the Administrator may select.

1.8 Code: The Internal Revenue Code of 1986, as the same may be amended from time to time.

1.9 Compensation: Fees payable to a Participant for service as a member of the Board, including (i) annual retainer fee (“Retainer”) and (ii) meeting or committee fees (collectively referred to as “Additional Fees”) paid by the Corporation to an Eligible Director, but excluding any such compensation deferred from a prior period, expense reimbursement and allowances and benefits not normally paid in cash to the Participant.

1.10 Corporation: Hilb Rogal & Hobbs Company (formerly Hilb, Rogal and Hamilton Company), or any successor thereto.

-2-

1.11 Death Benefit: The benefit with respect to a Participant due a Participant’s Beneficiary, determined in accordance with Article VI hereof.

1.12 Deferral Amount: With respect to each Plan Year, the sum of the Deferral Contributions of a Participant with respect to his Retainer and/or his Additional Fees earned during the Plan Year.

1.13 Deferral Benefit: The balance in a Participant’s Deferred Cash Account and Deferred Stock Unit Account.

1.14 Deferral Contributions: That portion of a Participant’s Compensation which is deferred under the Plan or which has been deferred under the Former Plan.

1.15 Deferral Election: An irrevocable election of a Deferral Amount in writing executed by the Eligible Director or Participant and timely filed with the Administrator.

1.16 Deferral Year: The Plan Year with respect to which a Deferral Contribution is made. For purposes hereof, a Deferral Contribution is considered made with respect to the Plan Year in which the amount was earned.

1.17 Deferred Cash Account: An unfunded, bookkeeping account maintained on the books of the Corporation for a Participant which reflects his interest in amounts attributable to his Deferral Contributions under the Former Plan. The Deferred Cash Account of a Participant consists of his Deferral Contributions made under the Former Plan with respect to Compensation earned after December 31, 1994 and before April 1, 1998. Separate subdivisions of the Deferred Cash Account shall continue to be maintained to reflect Deferral Contributions made and Deferral Benefits attributable with respect to each Deferral Year and within each Deferral Year, the Deferral Contributions and Deferral Benefits attributable to Deferral Contributions of Retainer and Deferral Contributions of Additional Fees.

1.18 Deferred Stock Unit: A hypothetical share of the Corporation’s common stock.

1.19 Deferred Stock Unit Account: An unfunded, bookkeeping account maintained on the books of the Corporation for a Participant which reflects his interest in amounts attributable to his Deferral Contributions under the Plan. The Deferred Stock Unit Account of a Participant consists of his Deferral Contributions made under the Plan with respect to Compensation earned after April 1, 1998. Separate subdivisions of the Deferred Stock Unit Account shall be maintained to reflect Deferral Contributions made and Deferral Benefits attributable with respect to each Deferral Year and within each Deferral Year, the Deferral Contributions and Deferral Benefits attributable to Deferral Contributions of Retainer and Deferral Contributions of Additional Fees.

1.20 Director: An individual who serves as a member of the Board.

-3-

1.21 Effective Date: The Effective Date of the Plan is April 1, 1998. The Effective Date of this amended and restated Plan is January 1, 2007.

1.22 Eligible Director: A Director who is not an employee of the Corporation and who has not reached the age of 75 before the Deferral Year.

1.23 Former Plan: The Hilb, Rogal and Hamilton Company Outside Directors Deferral Plan effective January 1, 1995.

1.24 Participant: An Eligible Director who elects to participate in the Plan, and further differentiated as follows:

(i) “Active Participant”: A Participant who has an election to make Deferral Contributions to the Plan in effect at the time in question.

(ii) “Inactive Participant”: A Participant who does not have an election to make Deferral Contributions to the Plan in effect at the time in question.

1.25 Plan: This document, as contained herein or duly amended, which shall be known as the “Hilb Rogal & Hobbs Company Outside Directors Deferral Plan”.

1.26 Plan Year: The calendar year or any Short Plan Year.

1.27 Rate of Return: Nine percent (9%) for the 1995 through 2003 Deferral Years, and seven percent (7%) for Deferral Years after 2003 until, if ever, modified by the Human Resources and Compensation Committee.

1.28 Short Plan Year: The remaining portion of the calendar year after the Effective Date of this Plan.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.1 Eligibility

Each Eligible Director shall be eligible to participate in the Plan and to defer Compensation hereunder for such Plan Year.

-4-

2.2 Notice and Election Regarding Active Participation

(a) The Administrator shall notify each Eligible Director within a reasonable period of time prior to the beginning of each Plan Year.

(b) In order to become an Active Participant and to make Deferral Contributions with respect to a Plan Year, an Eligible Director must file with the Administrator a Deferral Election, as provided in Section 3.3 which is effective as of the first day of the Plan Year, such election must be filed by the date established by the Administrator, which date shall be no later than the December 31 preceding such Plan Year or the last day before the commencement of a Short Plan Year, whichever is applicable.

(c) By executing and filing such election with the Administrator, an Eligible Director consents and agrees to the following:

(i) To execute such applications and take such physical examinations and to supply truthfully and completely such information as may be requested by any health questionnaire provided by the Administrator;

(ii) To be bound by all terms and conditions of the Former Plan, the Plan and all amendments thereto.

2.3 Commencement of Active Participation

An Eligible Director shall become an Active Participant with respect to a Plan Year only if he is expected to have Compensation during such Plan Year, and he timely files and has in effect a Deferral Election for such Plan Year.

2.4 Length of Participation

An individual who is or becomes a Participant shall be or remain an Active Participant as long as he has a Deferral Election in effect; and he shall be or remain an Inactive Participant as long as he is entitled to future benefits under the terms of the Plan and is not considered an Active Participant.

ARTICLE III

DETERMINATION OF DEFERRAL

3.1 Deferral Benefit

For purposes hereof, a Participant’s Deferral Benefit shall be the balance in his Deferred Cash Account and his Deferred Stock Unit Account at the time in question.

-5-

3.2 Transition Credits

Each Participant who has a balance standing to his credit in the Former Plan as of April 1, 1998, shall be permitted a one-time election, on or before April 1, 1998, to convert all or a portion of the balance standing to his credit in the Former Plan to Deferred Stock Units as of April 1, 1998. A Participant who elects to convert all or a portion of his Deferral Account (as defined in the Former Plan) in the Former Plan to Deferred Stock Units shall be credited with the number of Deferred Stock Units determined by dividing the portion of his Deferred Cash Account under the Former Plan on April 1, 1998 for which such election is made, by the Closing Price on the date of the Participant’s election. If the formula produces a fractional Deferred Stock Unit, then the fractional Deferred Stock Unit shall be rounded off to the nearest thousandth and credited to the Participant. Once a Participant has made an election under this Section 3.2 to convert some or all of his Deferred Cash Account to Deferred Stock Units of the Corporation, the Corporation’s rights and obligations, if any, with respect to the Deferred Stock Units will be governed by this Plan.

3.3 Deferral Election

(a) Subject to the restrictions and conditions hereinafter provided, a Participant may irrevocably elect, as a Deferral Contribution with respect to a Plan Year, to receive an amount of his Compensation which is specified by his Deferral Election for such Plan Year in the form of Deferred Stock Units. Any such election must be filed with the Administrator at the time required under Section 2.2(b).

(b) The following conditions apply:

(i) The maximum Deferral Contribution of Retainer with respect to any Participant for a Plan Year shall be one hundred percent (100%) of his Retainer for such Plan Year and such election shall be made in whole dollar amounts. A Participant who elects to receive his Retainer in Deferred Stock Units shall have credited to his Deferred Stock Unit Account as of the first day of each calendar quarter the number of Deferred Stock Units determined by dividing that portion of his accrued, deferred Retainer for the quarter (determined by dividing the amount of such Retainer previously selected by the Participant to be applied to the purchase of Deferred Stock Units by four) by the Closing Price as of the last day of the previous calendar quarter.

(ii) The maximum Deferral Contribution of Additional Fees with respect to any Participant for a Plan Year shall be one hundred percent (100%) of his Additional Fees for such Plan Year and such election shall be made in twenty-five percent (25%) increments. A Participant who elects to receive his Additional Fees in Deferred Stock Units shall have credited to his Deferred Stock Unit Account as of the first day of the month following the month in which such Additional Fees are accrued the number of Deferred Stock Units determined by dividing the deferred portion of his Additional Fees by the Closing Price as of the last day of the month preceding the month in which the Deferred Stock Units are credited to his Account.

-6-

(iii) For Deferral Years prior to 2007, a Participant who elects to defer one hundred percent (100%) of his Compensation shall receive additional Deferred Stock Units equal to thirty percent (30%) of said Participant’s Compensation for the Plan Year. For Deferral Years after December 31, 2006, a Participant who elects to defer one hundred percent (100%) of his Compensation shall receive additional Deferred Stock Units equal to twenty percent (20%) of said Participant’s Compensation for the Plan Year. Such Deferred Stock Units shall be credited to the Participant in addition to the Deferred Stock Units received as a result of the election to defer the Retainer and Additional Fees in the manner provided by subsections (i) and (ii) above.

(iv) A separate Deferral Election must be filed for each Plan Year.

(v) Each Deferral Election shall be made on a form provided by the Administrator and shall specify the Deferral Amount and source of deferrals and such additional information as the Administrator may require.

(vi) A Deferral Election must specify the form and period of payment and the Benefit Commencement Date. A Participant may elect to receive a lump sum payment or annual installment payments over periods of five, ten or fifteen years beginning on the January 1 after age 55, 60, 65, 70 or 75.

(vii) A Participant may postpone his Benefit Commencement Date, as described below:

(A) This paragraph applies solely to a Participant’s Pre-2005 Account. A Participant shall have the option of postponing the elected Benefit Commencement Date of a Deferral Benefit by making an irrevocable subsequent deferral election at least 12 months before such Deferral Benefit is payable, provided that the Participant may not change his previous allocation of amounts to his Deferred Cash Account and Deferred Stock Unit Account at such time and provided that the Participant may not postpone the elected Benefit Commencement Date past the January 1 following the Participant’s 75th birthday.

(B) This paragraph applies solely to a Participant’s Post-2004 Account. A Participant shall have the option of postponing the elected Benefit Commencement Date of a Deferral Benefit for a period of not less than five years by making an irrevocable subsequent deferral election at least 12 months before such Deferral Benefit is payable. In addition, an election to postpone a Benefit Commencement Date may not take effect for 12 months after the date of the election and must specify a Benefit Commencement Date of January 1 following

-7-

attainment of a specified age up to age 75. No such election may be made if the minimum five-year period described in the first sentence of this subsection (vii)(B) would extend past the January 1 following the Participant’s 75^th birthday.

A Participant shall make an election to postpone his Benefit Commencement Date on a form designated by the Administrator.

3.4 Subtractions from Deferred Cash Account and Deferred Stock Unit Account

All distributions from a Participant’s Deferred Cash Account and Deferred Stock Unit Account shall be subtracted when such distributions are made.

3.5 Crediting of Interest to Deferred Cash Account

There shall be credited to each Participant’s Deferred Cash Account an amount representing interest on the balance of such Account. Under the Former Plan, the interest was credited as of the first day of the Deferral Year. Under this Plan, interest shall be credited as earned. Such interest shall be based on the applicable Rate of Return for the Deferral Year.

3.6 Equitable Adjustment in Case of Error or Omission

If an error or omission is discovered in the Deferred Cash Account and Deferred Stock Unit Account of a Participant, the Administrator shall make such equitable adjustment as the Administrator deems appropriate.

3.7 Statement of Benefits

Within a reasonable time after the end of the Plan Year and at the date a Participant’s Deferral Benefit or Death Benefit becomes payable under the Plan, the Administrator shall provide to each Participant (or, if deceased, to his Beneficiary) a statement of the benefit under the Plan.

ARTICLE IV

ACCOUNTS AND INVESTMENTS

4.1 Accounts

A separate Pre-2005 Account and Post-2004 Account under the Plan shall be established for each Participant. Such Account shall be (a) credited with the amounts credited in accordance with Sections 3.2 and 3.3, (b) credited (or charged, as the case may be) with the investment results determined in accordance with Sections 4.2 and 4.3, and (c) charged with the amounts paid by the Plan to or on behalf of the Participant in accordance with Article VII. With each

-8-

Participant’s Account, separate subaccounts (including, as necessary, a Deferred Stock Unit Account and a Deferred Cash Account) shall be maintained to the extent that the Board determines them necessary or useful in the administration of the Plan.

4.2 Deferred Stock Units

Except as provided below, a Participant’s Deferred Stock Unit Account shall be treated as if it were invested in Deferred Stock Units that are equivalent in value to the fair market value of the shares of the Corporation’s common stock in accordance with the following rules:

(a) The number of Deferred Stock Units credited to a Participant’s Deferred Stock Unit Account shall be increased on the first day of the month following any month in which a dividend is paid on the Corporation’s common stock, based on the number of Deferred Stock Units in the Participant’s Deferred Stock Unit Account as of the dividend record date. The number of additional Deferred Stock Units credited to a Participant’s Deferred Stock Unit Account as a result of such deemed dividend shall be determined by (i) multiplying the total number of Deferred Stock Units (with fractional Deferred Stock Units rounded off to the nearest hundredth) credited to the Participant’s Deferred Stock Unit Account as of the dividend record date by the amount of the dividend paid per share of the Corporation’s common stock on the dividend payment date, and (ii) dividing the product so determined on the first day of the month following payment of the dividend by the Closing Price on the last day of the month in which the dividend was paid.

(b) The dollar value of the Deferred Stock Units credited to a Participant’s Deferred Stock Unit Account on any date shall be determined by multiplying the number of Deferred Stock Units (including fractional Deferred Stock Units) credited to the Participant’s Deferred Stock Unit Account by the Closing Price on that date.

(c) In the event of a transaction or event described in this subsection (c), the number of Deferred Stock Units credited to a Participant’s Deferred Stock Unit Account shall be adjusted in such manner as the Board, in its sole discretion, deems equitable. A transaction or event is described in this subsection (c) if (i) it is a dividend (other than regular quarterly dividends) or other distribution (whether in the form of cash, shares, other securities, or other property), extraordinary cash dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, repurchase, or exchange of shares or other securities, the issuance or exercisability of stock purchase rights, the issuance of warrants or other rights to purchase shares or other securities, or other similar corporate transaction or event and (ii) the Board determines that such transaction or event affects the shares of the Corporation’s common stock, such that an adjustment pursuant to this subsection (c) is appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

-9-

4.3 Hypothetical Nature of Accounts and Investments

Each Account established under this Article IV shall be maintained for bookkeeping purposes only. Neither the Plan nor any of the Accounts established under the Plan shall hold any actual funds or assets. The Deferred Stock Units established hereunder shall be used solely to determine the amounts to be paid hereunder, shall not represent an equity security of the Corporation, and shall not carry any voting or dividend rights.

ARTICLE V

VESTING

A Participant’s Deferred Cash Account and Deferred Stock Unit Account shall be fully vested and non-forfeitable at all times.

ARTICLE VI

DEATH BENEFITS

6.1 Pre-Benefit Commencement Date Death Benefit

(a) In the event that a Participant who has not reached age 65 dies while he is a member of the Board and prior to his Benefit Commencement Date, the Beneficiary of such Participant shall be entitled to receive as a Death Benefit an amount equal to the greater of (i) or (ii) below where:

(i) equals the lesser of

(A) the Deferral Benefit earned as of December 31, 2006, that the Participant would have received had the Participant lived to his Benefit Commencement Date and received the full Deferral Benefit. The full Deferral Benefit shall be calculated by increasing the value of the Participant’s Deferred Cash Account as of December 31, 2006, by the amount that would have been credited as interest at the Rate of Return from his December 31, 2006, through the Participant’s Benefit Commencement Date and by assuming that the value of the Participant’s Deferred Stock Unit Account as of December 31, 2006, had been converted to a Deferred Cash Account as of December 31, 2006, and the Participant lived to the Benefit Commencement Date; or

(B) the Deferral Benefit earned that the Participant would have received had the Participant lived to his Benefit Commencement Date and received the full Deferral Benefit. The full Deferral Benefit shall be calculated by increasing the value of the Participant’s Deferred Cash Account by the amount that would have

-10-

been credited as interest at the Rate of Return from his date of death through the Participant’s Benefit Commencement Date and by assuming that the value of the Participant’s Deferred Stock Unit Account as of his date of death had been converted to a Deferred Cash Account as of the first of January following his date of death and the Participant lived to the Benefit Commencement Date.

(ii) equals the value of the Deferral Benefit as of the January 1^st following the Participant’s date of death.

(b) If the Participant is age 65 or older at the time of the Participant’s death, the Beneficiary of such Participant shall be entitled to receive as a Death Benefit an amount equal to the Deferral Benefit as of the January 1^st following the Participant’s date of death.

(c) This Death Benefit shall be paid pursuant to the Participant’s election form except that the payment shall be made, or begin, on the January 1^st after the Participant’s date of death.

(d) Notwithstanding the recalculation of the Participant’s Deferred Stock Unit Account as provided in this Section 6.1, distributions of the Participant’s Deferred Stock Unit Account shall be paid in shares of the Corporation’s common stock with fractional shares paid in cash. The number of additional Deferred Stock Units added to the Participant’s Deferred Stock Unit Account as a result of this Section 6.1 shall be determined by dividing the amount of the adjustment by the Closing Price on the first of January following the Participant’s death.

6.2 Post-Benefit Commencement Date Death Benefit

In the event that a Participant dies after his Benefit Commencement Date, then the Beneficiary of such Participant shall be entitled to receive as a Death Benefit a continuation of the payment of the Deferral Benefit in the same manner and in the same amount that the Participant would have received had the Participant lived to receive the Deferral Benefit.

ARTICLE VII

PAYMENT OF BENEFITS

7.1 Payment of Deferral Benefit

A Participant’s Deferral Benefit, if any, shall become payable to the Participant as of the Benefit Commencement Date specified in his Deferral Election or as soon thereafter as is administratively practical. If the Participant has elected to receive the Deferral Benefit in annual installments, each of the Participant’s installment payments shall be comprised of accrued interest, if any, and that portion of the Participant’s Deferral Benefit equal to the balances in the Participant’s Deferred Cash Account and Deferred Stock Unit Account divided by the number of remaining annual installment payments to be made to the Participant.

-11-

7.2 Payment of Death Benefit

A Participant’s pre-commencement Death Benefit shall be payable to his Beneficiary as set forth in Article VI. A Participant’s post-commencement Death Benefit shall be paid to his Beneficiary in installments payable annually over the period irrevocably elected by the Participant pursuant to his Deferral Election.

7.3 Form of Payment of Deferral Benefit

A Participant shall be paid his Deferral Benefit beginning at the Benefit Commencement Date in a lump sum or in periodic installment payments payable annually over a period of five, ten, or fifteen years as irrevocably elected by the Participant pursuant to Section 3.3. A Participant’s Deferred Stock Unit Account shall be paid in shares of the Corporation’s common stock with fractional shares paid in cash, and a Participant’s Deferred Cash Account shall be paid in cash.

7.4 Benefit Determination and Payment Procedure

The Administrator shall make all determinations concerning eligibility for benefits under the Plan, the time or terms of payment, and the form or manner of payment to the Participant or the Participant’s Beneficiary, in the event of the death of the Participant. The Administrator shall promptly notify the Corporation of each such determination that benefit payments are due and provide to the Corporation all other information necessary to allow the Corporation to carry out said determination, whereupon the Corporation shall pay such benefits in accordance with the Administrator’s determination.

7.5 Payments to Minors and Incompetents

If a Participant or Beneficiary entitled to receive any benefits hereunder is a minor or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, or is deemed so by the Administrator, benefits will be paid to such person as the Administrator may designate for the benefit of such Participant or Beneficiary. Such payments shall be considered a payment to such Participant or Beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under the Plan.

7.6 Distribution of Benefit When Distributee Cannot Be Located

The Administrator shall make all reasonable attempts to determine the identity and/or whereabouts of a Participant or a Participant’s Beneficiary entitled to benefits under the Plan, including the mailing by certified mail of a notice to the last known address shown on the Corporation’s or the Administrator’s records. If the Administrator is unable to locate such a person entitled to benefits hereunder, or if there has been no claim made for such benefits, the Corporation shall continue to hold the benefit due such person, subject to any applicable statute of escheats.

-12-

7.7 Acceleration of Benefits Prohibited

Except as provided in Treasury Regulations, no acceleration in the time or schedule of any payment or amount scheduled to be paid from the Participant’s Post-2004 Account is permitted.

ARTICLE VIII

BENEFICIARY DESIGNATION

8.1 Beneficiary Designations

(a) A Participant may designate a Beneficiary. Any Beneficiary designation made hereunder shall be effective only if properly signed and dated by the Participant and delivered to the Administrator prior to the time of the Participant’s death. The most recent Beneficiary designation received by the Administrator shall be the effective Beneficiary designation for all Plan Years and shall supercede all prior Beneficiary designations unless specifically designated otherwise. Any Beneficiary designation hereunder shall remain effective until changed or revoked hereunder.

(b) A Beneficiary designation may be changed by the Participant at any time, or from time to time, by filing a new designation in writing with the Administrator.

(c) If the Participant dies without having designated a Beneficiary, or if the Beneficiary so designated has predeceased him, then his estate shall be deemed to be his Beneficiary.

(d) If a Beneficiary of the Participant shall survive the Participant but shall die before the Participant’s entire benefit under the Plan has been distributed, then the unpaid balance thereof shall be distributed to any other beneficiary named by the deceased Beneficiary to receive his interest or, if none, to the estate of the deceased Beneficiary.

ARTICLE IX

WITHDRAWALS

9.1 No Withdrawals Permitted

No withdrawals or other distributions shall be permitted from the Deferred Cash Account and Deferred Stock Unit Account except as provided in Article VII.

-13-

9.2 Hardship Exemption

(a) A distribution of a portion of the Participant’s Deferral Benefit because of an Unforeseeable Emergency will be permitted only to the extent required by the Participant to satisfy the emergency need. Whether an Unforeseeable Emergency has occurred will be determined solely by the Administrator. Distributions in the event of an Unforeseeable Emergency may be made by and with the approval of the Administrator upon written request by a Participant.

(b) An “Unforeseeable Emergency” is defined as a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but, in any event, any distribution under this Section 9.2 shall not exceed the remaining amount required by the Participant to resolve the hardship after (i) reimbursement or compensation through insurance or otherwise, (ii) obtaining liquidation of the Participant’s assets, to the extent such liquidation would not itself cause a severe financial hardship, or (iii) suspension of deferrals under the Plan.

ARTICLE X

FUNDING

10.1 Funding

(a) All Participants and Beneficiaries are general unsecured creditors of the Corporation with respect to the benefits due hereunder and the Plan constitutes a mere promise by the Corporation to make benefit payments in the future. It is the intention of the Corporation that the Plan be considered unfunded for tax purposes.

(b) The Corporation may, but is not required to, purchase life insurance in amounts sufficient to provide some or all of the benefits provided under this Plan or may otherwise segregate assets for such purpose.

(c) The Corporation may, but is not required to, establish a grantor trust which may be used to hold assets of the Corporation which are maintained as reserves against the Corporation’s unfunded, unsecured obligations hereunder. Such reserves shall at all times be subject to the claims of the Corporation’s creditors. To the extent such trust or other vehicle is established, and assets contributed, for the purpose of fulfilling the Corporation’s obligation hereunder, then such obligation of the Corporation shall be reduced to the extent such assets are utilized to meet its obligations hereunder. Any such trust and the assets held thereunder are intended to conform in substance to the terms of the model trust described in Revenue Procedure 92-64.

-14-

ARTICLE XI

CHANGE OF CONTROL

11.1 Change of Control

A “Change of Control” shall mean

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section; or

(b) Individuals who, as of February 2, 1999, constitute the Board “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to February 2, 1999 whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding

-15-

Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

Notwithstanding the foregoing, for purposes of subsection (a) of this Section, a Change of Control shall not be deemed to have taken place if, as a result of an acquisition by the Corporation which reduces the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities, the beneficial ownership of a Person increases to 25% or more of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities; provided, however, that if a Person shall become the beneficial owner of 25% or more of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities by reason of share purchases by the Corporation and, after such share purchases by the Corporation, such Person becomes the beneficial owner of any additional shares of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Stock through any means except an acquisition directly from the Company, for purposes of subsection (a) of this Section, a Change of Control shall be deemed to have taken place.

11.2 Effect of Change of Control

(a) Upon a Change of Control, the Corporation shall establish, if one has not been established, a grantor trust, as described in Section 10.1(c), and shall contribute to such trust, within seven days of the Change of Control, and within 30 days of the end of each Plan Year thereafter, a lump-sum payment equal to the difference between the aggregate value of all Participants’ Accounts and the value of the assets of the trust on the date of the Change of Control or end of the Plan Year.

(b) Notwithstanding any other provision in any other Article of this Plan to the contrary, in the event a Participant ceases to serve as a Director of the Corporation or an entity in control of the Corporation within three years following a Change of Control, other than on account of the Participant’s death, the value of such Participant’s Deferred Stock Unit Account as of the date he ceases to serve as a Director shall be paid in a lump-sum payment in shares of the Corporation’s common stock (or an Acquiring Corporation’s stock, as provided in Section 11.2(c), below) with fractional shares paid in cash, and the value of such Participant’s Deferred Cash Account as of the date he ceases to serve as a Director shall be paid to Participant in a lump-sum cash payment within 30 days after such date, or as soon thereafter as is practicable.

-16-

(c) Upon a Change of Control, each Participant’s Deferred Stock Unit Account shall be adjusted as provided in Section 4.2(c). The amount of such adjustment shall be determined by the Board (which, for this purpose, shall be comprised solely of employee members of the Board prior to the Change of Control) so as to reflect fairly and equitably appropriate circumstances as the Board deems appropriate, including, without limitation, the recent price of shares of the Corporation’s common stock. For purposes of adjustments under this Section 11.2(c), the value of a Participant’s Deferred Stock Unit Account shall be adjusted to the greater of (i) the Closing Price on or nearest the date on which the Change of Control is deemed to occur, or (ii) the highest per share price for shares of the Corporation’s common stock actually paid in connection with the Change of Control. In the event the consideration received in the Change of Control transaction by the holders of the Corporation’s common stock includes shares of stock of another corporation (an “Acquiring Corporation”), the adjustment under this Section 11.2(c) shall include converting each Deferred Stock Unit into units of stock of the Acquiring Corporation of the same class as the shares received by the holders of the Corporation’s common stock in the Change of Control transaction using the same exchange ratio as the exchange ratio used in the Change of Control transaction and such units shall be deemed to be equivalent in value to the fair market value of such shares of the Acquiring Corporation. Such units shall thereafter be deemed to be Deferred Stock Units within the meaning of this Plan and accounted for and adjusted accordingly. Any other adjustment made to a Deferred Stock Unit Account, including an adjustment relating to other consideration received in the Change of Control transaction by the holders of the Corporation’s common stock, shall be credited to the Participant’s Deferred Cash Account.

ARTICLE XII

PLAN ADMINISTRATOR

12.1 Appointment of Administrator

(a) The Human Resources and Compensation Committee may appoint one or more persons to serve as the Administrator for the purpose of administering the Plan. In the event more than one person is appointed, the persons shall form a committee for the purpose of functioning as the Administrator of the Plan. The person or committeemen serving as Administrator shall serve for indefinite terms at the pleasure of the Human Resources and Compensation Committee, and may, by 30 days prior written notice to the Human Resources and Compensation Committee, terminate such appointment.

-17-

12.2 Duties and Responsibilities of Plan Administrator

(a) The Administrator shall maintain and retain necessary records regarding its administration of the Plan.

(b) The Administrator is empowered to settle claims against the Plan and to make such equitable adjustments in a Participant’s or Beneficiary’s rights or entitlements under the Plan as it deems appropriate in the event an error or omission is discovered or claimed in the operation or administration of the Plan.

(c) The Administrator may construe the Plan, correct defects, supply omissions or reconcile inconsistencies to the extent necessary to effectuate the Plan, and such action shall be conclusive.

ARTICLE XIII

AMENDMENT OR TERMINATION OF PLAN

The Plan may be terminated or amended at any time by the Board, or its authorized delegate, effective as of any date specified. Any such action taken by the Board, or its authorized delegate, shall be evidenced by a resolution and shall be communicated to Participants and Beneficiaries prior to the effective date thereof. No amendment or termination shall decrease a Participant’s Deferral Benefit accrued prior to the effective date of the amendment or termination. Solely with respect to a Participant’s Pre-2005 Account, the Board, or its authorized delegate, reserves the unilateral right to shorten the Deferral Period of any Participant hereunder in its sole discretion if, in its sole discretion, it determines that to do so will be fair and equitable to the Participant.

ARTICLE XIV

MISCELLANEOUS

14.1 Non-assignability

The interests of each Participant under the Plan are not subject to claims of the Participant’s creditors; and neither the Participant nor his Beneficiary shall have any right to sell, assign, transfer or otherwise convey the right to receive any payments hereunder or any interest under the Plan, which payments and interest are expressly declared to be non-assignable and non-transferable.

-18-

14.2 Notices and Elections

All notices required to be given in writing and all elections required to be made in writing under any provision of the Plan shall be invalid unless made on such forms as may be provided or approved by the Administrator and, in the case of a notice or election by a Participant or Beneficiary, unless executed by the Participant or Beneficiary giving such notice or making such election. Notices and elections shall be deemed given or made when received by any member of the committee that serves as Administrator.

14.3 Delegation of Authority

Whenever the Corporation is permitted or required to perform any act, such act may be performed by its Chief Executive Officer or President or other person duly authorized by its Chief Executive Officer or President or its Board.

14.4 Service of Process

The Administrator shall be the agent for service of process on the Plan.

14.5 Governing Law

The Plan shall be construed, enforced and administered in accordance with the laws of the Commonwealth of Virginia.

14.6 Binding Effect

The Plan shall be binding upon and inure to the benefit of the Corporation, its successors and assigns, and the Participant and his heirs, executors, administrators and legal representatives.

14.7 Severability

If any provision of the Plan should for any reason be declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect.

14.8 Gender and Number

In the construction of the Plan, the masculine shall include the feminine or neuter and the singular shall include the plural and vice-versa in all cases where such meanings would be appropriate.

-19-

14.9 Titles and Captions

Titles and captions and headings herein have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.

14.10 Fiduciary Discretion

In discharging the duties assigned to it under the Plan, the Committee or any named fiduciary has the discretion to interpret the Plan; adopt, amend and rescind rules and regulations pertaining to its duties under the Plan; and to make all other determinations necessary or advisable for the discharge of its duties under the Plan. The Committee’s or any named fiduciary’s discretionary authority is absolute and exclusive if exercised in a uniform and nondiscriminatory manner with respect to similarly situated individuals, except as otherwise specifically provided herein. The express grant in the Plan of any specific power to the Committee or any named fiduciary with respect to any duty assigned to it under the Plan must not be construed as limiting any power or authority of the Committee or any named fiduciary to discharge its duties. The Committee’s or any named fiduciary’s decision is final and conclusive. Benefits under the Plan will be paid only if the Committee and any named fiduciary decide that the applicant is entitled to them.

14.11 Term

No Deferral Contributions may be made under the Plan for any Plan Year ending after December 31, 2013. Except as provided in Section 13.1, the expiration or termination of this Plan with respect to Deferral Contributions shall not shorten the deferral period of any Participant.

-20-

EX-10.8

Exhibit 10.8

HILB ROGAL & HOBBS COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective December 16, 1994

Amended and Restated

Effective January 1, 2005

(Board approved February 13, 2007)

TABLE OF CONTENTS

		Page
ARTICLE I GENERAL		1
1.1	Effective Date	1
1.2	Purpose	1
ARTICLE II DEFINITIONS AND USAGE		1
2.1	Definitions	1
2.2	Usage	5
ARTICLE III ELIGIBILITY AND PARTICIPATION		5
3.1	Eligibility and Participation	5
ARTICLE IV SUPPLEMENTAL BENEFIT		6
4.1	Entitlement to Benefits	6
4.2	Supplemental Benefit	6
4.3	Normal Form of Payment	7
4.4	Time of Payment	7
4.5	Segregation of Assets	7
4.6	Forfeiture of Supplemental Benefit	7
ARTICLE V DEATH AND DISABILITY BENEFITS		8
5.1	Death Benefit	8
5.2	Disability Benefit	8
ARTICLE VI ADMINISTRATION		8
6.1	General	8
6.2	Administrative Rules	8
6.3	Duties	8
6.4	Fees	9
ARTICLE VII CLAIMS PROCEDURE		9
7.1	General	9
7.2	Denials	9
7.3	Notice	10
7.4	Appeals Procedure	10
7.5	Review	10
ARTICLE VIII MISCELLANEOUS PROVISIONS		11
8.1	Amendment	11
8.2	Termination	11
8.3	No Assignment	11
8.4	Incapacity	11
8.5	Successors and Assigns	11
8.6	Governing Law	12
8.7	No Guarantee of Employment	12

i

8.8	Unfunded Plan	12
8.9	Severability	12
8.10	Notification of Addresses	12
8.11	Bonding	12

ARTICLE I

GENERAL

1.1 Effective Date

The provisions of the Plan were originally effective as of December 16, 1994. The Plan has been amended and restated from time to time since that date. This amendment and restatement is effective January 1, 2005. The rights, if any, of any person whose status as an employee of the Company and its subsidiaries and affiliates, if any, has terminated shall be determined pursuant to the Plan as in effect on the date such employee terminated, unless subsequently adopted provisions of the Plan are made specifically applicable to such person.

Effective January 1, 2005, the Plan is amended and restated to conform the Plan to the requirements of section 409A of the Internal Revenue Code. The amendments apply solely to amounts accrued on and after January 1, 2005, plus any amounts accrued prior to January 1, 2005, that are not earned and vested as of December 31, 2004, plus earnings and less losses thereon. Amounts accrued prior to January 1, 2005, that are earned and vested as of December 31, 2004, plus earnings and less losses thereon, shall remain subject to the terms of the Plan as in effect on December 31, 2004.

1.2 Purpose

The purpose of the Plan is to provide supplemental retirement income to a Participant. The Plan is intended to be (and shall be construed and administered as) an “employee pension benefit plan” under the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) which is unfunded and maintained by the Company solely to provide retirement income to a select group of management or highly compensated employees as such group is described under sections 201(2), 301(a)(3), and 401(a)(1) of ERISA as interpreted by the U.S. Department of Labor. The Plan is not intended to be a plan described in section 401(a) of the Code or section 3(2)(A) of ERISA.

ARTICLE II

DEFINITIONS AND USAGE

2.1 Definitions

Wherever used in the Plan, the following words and phrases shall have the meanings set forth below unless the context plainly requires a different meaning:

• “Benefit Commencement Date” means, solely with respect to a Participant’s Pre-2005 Supplemental Benefit, the January 1 following a Participant’s termination of employment with the Company or such earlier date in the absolute discretion of the Committee. “Benefit Commencement Date” means, solely with respect to a Participant’s Post-2004 Supplemental Benefit, the earlier of the January 1 or July 1 next following the six-month anniversary of the Participant’s termination of employment.

1

• “Board” means the Board of Directors of the Company.

• “Cause” for termination as used herein shall be solely determined in good faith by the Company and shall mean upon the occurrence of any one of the following events:

(i) any act of dishonesty, fraud, or an act that would constitute a breach of fiduciary duty on the part of Participant; or

(ii) Participant’s committing or being charged with or convicted of any crime; or

(iii) death of Participant; or

(iv) disability of Participant, defined as any medically determinable physical or mental impairment that prevents Participant from performing the essential functions of Participant’s job with a reasonable accommodation; or

(v) Participant’s breach of any representation, warranty, term, condition or covenant in this Agreement, or any other contract or agreement between Participant and the Company or any of its subsidiaries or affiliates; or

(vi) any act by Participant which may have an adverse effect on the reputation or business of the Company or any of its subsidiaries or affiliates; or

(vii) Participant’s violation of any policy or code of conduct of the Company or any of its subsidiaries or affiliates or Participant’s commission of any act which the Employer reasonably deems to constitute misconduct associated with Participant’s employment; or

(viii) Participant’s failure to perform or neglect by Participant of the duties which Participant is required to perform as an employee of the Company or any of its subsidiaries or affiliates or Participant’s failure to perform Participant’s duties to the full satisfaction of the Company or any of its subsidiaries or affiliates; or

(ix) the termination or cancellation of any license required to be held by Participant to perform the duties required of Participant by the Company or any of its subsidiaries or affiliates.

• “Change of Control” means

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (a) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided,

2

however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Company, (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (z) any acquisition by any corporation pursuant to a transaction which complies with clauses (a), (b) and (c) of subsection (iii) of this Section; or

(ii) Individuals who, as of February 2, 1999, constitute the Board “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to February 2, 1999 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (b) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, for purposes of subsection (i) of this Section, a Change of Control shall not be deemed to have taken place if, as a result of an acquisition by the

3

Company which reduces the Outstanding Company Common Stock or the Outstanding Company Voting Securities, the beneficial ownership of a Person increases to 25% or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities; provided, however, that if a Person shall become the beneficial owner of 25% or more of the Outstanding Company Common Stock or the Outstanding Company Voting Securities by reason of share purchases by the Company and, after such share purchases by the Company, such Person becomes the beneficial owner of any additional shares of the Outstanding Company Common Stock or the Outstanding Company Voting Stock through any means except an acquisition directly from the Company, for purposes of subsection (a) of this Section, a Change of Control shall be deemed to have taken place.

• “Code” means the Internal Revenue Code of 1986, as amended from time to time.

• “Committee” means the Compensation Committee of the Board, if any, and otherwise, the Board.

• “Company” means Hilb Rogal & Hobbs Company and any successor thereto.

• “Compensation” means total base compensation, excluding bonuses and other forms of compensation, paid to a Participant for personal services rendered to the Company without regard to any Compensation Limitation.

• “Compensation Limitation” means $200,000 as adjusted to reflect cost-of-living increases by the Secretary of the Treasury or his delegate from time to time under section 401(a)(17) of the Code. For 2006, the Compensation limit under Code section 401(a)(17) is $220,000.

• “Competitor” means any individual or entity which offers or provides brokerage, risk management, insurance, employee benefits, consulting, or bond products or services which are similar to and competitive with those products or services provided by the Company or any subsidiary or affiliate of the Company by which the Participant was employed.

• “Eligible Employee” means an employee of the Company whose Compensation exceeds $200,000 as adjusted from time to time under section 401(a)(17) of the Code.

• “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

• “Grandfathered Participant” means a Participant who is designated by the Committee as a “grandfathered participant.”

• “Participant” means an Eligible Employee who is participating in the Plan in accordance with Section 3.1 hereof and shall include a Grandfathered Participant, unless otherwise specified.

4

• “Plan” means the Hilb Rogal & Hobbs Company Supplemental Executive Retirement Plan.

• “Plan Year” means the calendar year.

• “Post-2004 Supplemental Benefit” means the portion of a Participant’s Supplemental Benefit accrued on and after January 1, 2005, plus amounts accrued prior to January 1, 2005 that are not earned and vested as of December 31, 2004, plus earnings and less losses thereon.

• “Pre-1998 Accrued Benefit” means the value of the benefit for each Participant in the Plan who was not in pay status (receiving benefits) as of December 31, 1997 determined in accordance with the terms of the Plan determined in accordance with the terms of the Plan then in effect as though the Participant had terminated employment as of that date.

• “Pre-2005 Supplemental Benefit” means the portion of a Participant’s Supplemental Benefit accrued prior to January 1, 2005, that is earned and vested as of December 31, 2004, plus earnings and less losses thereon.

• “Retirement Plan” means the Hilb Rogal & Hobbs Company Profit Sharing Savings Plan.

• “Separation from Service” means a Participant’s termination from employment as described in the Retirement Plan.

• “Supplemental Benefit” means the benefit provided in accordance with Section 4.2 of the Plan.

• “Years of Service”, for purposes of benefit accrual and vesting, means a Participant’s full years of employment with the Company. Years of employment with Insurance Management Corporation shall be credited as Years of Service for purposes of vesting and benefit accrual.

2.2 Usage

Except where otherwise indicated by the context, any masculine terminology used herein shall also include the feminine and vice versa, and the definition of any term herein in the singular shall also include the plural and vice versa.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.1 Eligibility and Participation

The Committee shall designate from time to time Eligible Employees of the Company who shall participate in the Plan; provided, however, that such Eligible Employees shall be

5

members of a select group of management or highly compensated employees as such group is described under sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. The Eligible Employees of the Company so designated by the Committee shall become Participants in the Plan.

ARTICLE IV

SUPPLEMENTAL BENEFIT

4.1 Entitlement to Benefits

Each Participant shall be entitled to the vested portion of his Supplemental Benefit provided in Section 4.2 of the Plan upon reaching his Benefit Commencement Date. A Participant who terminates employment (for any reason other than disability or death) shall have a vested interest in his Supplemental Benefit, based upon the following vesting schedule:

Years of Service	Vesting Percentage
0-4	0%
5	33.33%
6-15	6.66% per year

Notwithstanding the foregoing, a Participant shall be fully vested upon a Change of Control.

4.2 Supplemental Benefit

A Participant’s Supplemental Benefit shall be equal to his account balance under the Plan.

(a) Deemed Contributions to Account. Annually the account of a Participant shall be credited (deemed to have been contributed) with an amount that is calculated by determining the total employer match and profit sharing contribution (as a percentage of compensation) that the Participant would have received under the Retirement Plan but without the Compensation Limitation that applies to such Retirement Plan, reduced by the amount of employer match and profit sharing contribution actually contributed to the Retirement Plan by the Company.

(b) Account Adjustments. A deemed contribution to the Participant’s account shall be treated as having been invested in one or more deemed investments designated by the Committee from time to time. The value of a Participant’s account shall be adjusted at least annually to reflect increase or decrease in the value of such deemed investments. In the absence of any designation of one or more deemed investments, the Participant’s account shall be credited with interest at an annual rate specified from time to time by the Committee.

(c) Exception for Grandfathered Participants. Participants in the Plan as of December 31, 1997 shall be regarded as Grandfathered Participants. Effective January 1, 1998, their accounts shall be administered as set forth above except as follows:

(1) A Grandfathered Participant’s Pre-1998 Accrued Benefit shall be determined and shall be the beginning amount in the Participant’s account as of January 1, 1998.

6

(2) Annually, the account of a Grandfathered Participant shall be credited with the greater of 2% of Compensation or the amount determined in Paragraph (a) above.

4.3 Normal Form of Payment

The normal form of payment of the Participant’s Supplemental Benefit shall be five annual installments with interest as determined by the Committee from time to time. Effective as of June 7, 1999, if, at the Participant’s Benefit Commencement Date, the Participant’s account balance is $20,000 or less, then the Participant’s Supplemental Benefit shall be paid in one lump sum distribution.

4.4 Time of Payment

(a) General Time of Payment. The actual payment of the Supplemental Benefit shall commence on the Participant’s Benefit Commencement Date.

(b) Accelerated Payment of Benefits: Solely with respect to a Participant’s Pre-2005 Supplemental Benefit, notwithstanding anything herein to the contrary, in the sole discretion of the Committee, payment of benefits under Article IV or V of the Plan may be accelerated. Except as may be permitted by Treasury Regulations, no acceleration in the time or schedule of any payment or any amount scheduled to be paid from a Participant’s Post-2004 Supplemental Benefit shall be permitted.

4.5 Segregation of Assets

The Company may, but shall not be obligated, to segregate assets in trust or otherwise for the purpose of paying obligations under this plan. Further, the Company has no obligation to match with actual investment any deemed contribution or deemed investment.

4.6 Forfeiture of Supplemental Benefit

Notwithstanding anything in Article IV to the contrary, a Participant (and his or her spouse or other beneficiary) shall forfeit all rights to any payment made or scheduled to be made under this Plan after the date the Participant (i) enters into employment with a Competitor without the written consent of the Company; (ii) violates any restrictive covenant contained in any agreement Participant entered into with the Company or any of its subsidiaries or affiliates or which may be enforced by the Company or any of its subsidiaries or affiliates against the Participant, including, without limitation, any covenant dealing with confidential information or nonpiracy of business or other employees; or (iii) is terminated by the Company or any of its subsidiaries or affiliates for Cause. The Company shall be entitled to reimbursement of any payment made under this Plan for which a Participant’s rights are forfeited under the preceding sentence.

7

ARTICLE V

DEATH AND DISABILITY BENEFITS

5.1 Death Benefit

If a Participant dies while employed by the Company before his Benefit Commencement Date, the surviving spouse of the Participant shall be entitled to a death benefit equal to the Participant’s Supplemental Benefit determined as of the Participant’s date of death. A deceased Participant shall be fully vested in his Supplemental Benefit as of his date of death. If a Participant dies after retirement and after he has begun to receive his benefits under the Plan, the death benefit shall be equal to the principal of any of the Participant’s remaining payments.

The death benefit shall be paid to his designated beneficiary, if any, in a lump sum sixty (60) days after (or, for a Participant’s Pre-2005 Supplemental Benefit, within sixty (60) days of) the Participant’s date of death or as soon thereafter as is practicable; provided that such payment must be made by the later of (a) December 31 of the calendar year in which payment was scheduled or (b) the 15^th day of the third month following the scheduled payment date. If no beneficiary is designated, the death benefit shall be paid to his estate.

5.2 Disability Benefit

If a Participant becomes disabled, as defined in the Retirement Plan, he shall become fully vested in his Supplemental Benefit determined as of the date of his separation from service as a result of disability.

ARTICLE VI

ADMINISTRATION

6.1 General

The Administrator shall be the Committee, or such other person or persons as designated by the Committee. Except as otherwise specifically provided in the Plan, the Administrator shall be responsible for administration of the Plan. The Administrator shall be the “named fiduciary” within the meaning of Section 402(c)(2) of ERISA.

6.2 Administrative Rules

The Administrator may adopt such rules of procedure as it deems desirable for the conduct of its affairs, except to the extent that such rules conflict with the provisions of the Plan.

6.3 Duties

The Administrator shall have the following rights, powers and duties:

(a) The decision of the Administrator in matters within its jurisdiction shall be final, binding and conclusive upon the Company and upon any other person affected by such decision, subject to the claims procedure hereinafter set forth.

8

(b) The Administrator shall have the duty and authority to interpret and construe the provisions of the Plan, to decide any question that may arise regarding the rights of employees, Participants and beneficiaries, and the amounts of their respective interests, to adopt such rules and to exercise such powers as the Administrator may deem necessary for the administration of the Plan, and to exercise any other rights, powers or privileges granted to the Administrator by the terms of the Plan.

(c) The Administrator shall maintain full and complete records of its decisions. Its records shall contain all relevant data pertaining to the Participant and his rights and duties under the Plan. The Administrator shall have the duty to maintain account records of all Participants.

(d) The Administrator shall cause the principal provisions of the Plan to be communicated to the Participants, and a copy of the Plan and other documents to be available at the principal office of the Company for inspection by the Participants at reasonable times determined by the Administrator.

(e) The Administrator shall periodically report to the Committee with respect to the status of the Plan.

6.4 Fees

No fee or compensation shall be paid to any person for services as the Administrator.

ARTICLE VII

CLAIMS PROCEDURE

7.1 General

Any claim for benefits under the Plan shall be filed by the Participant or surviving spouse (“claimant”) on the form prescribed for such purpose with the Administrator. No benefit will be paid under the Plan unless the Administrator determines in its sole discretion that the claimant is entitled to such benefit.

7.2 Denials

If a claim for benefits under the Plan is wholly or partially denied, notice of the decision shall be furnished to the claimant by the Administrator within a reasonable period of time after receipt of the claim by the Administrator, but in no event later than the time permitted by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

9

7.3 Notice

Any claimant who is denied a claim for benefits shall be furnished written notice setting forth:

(a) the specific reason or reasons for the denial;

(b) specific reference to the pertinent provision of the Plan upon which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect the claim; and

(d) an explanation of the claim review procedure under the Plan.

7.4 Appeals Procedure

In order that a claimant may appeal a denial of a claim, the claimant or the claimant’s duly authorized representative may:

(a) request a review by written application to the Administrator, or its designate, no later than sixty (60) days after receipt by the claimant of written notification of denial of a claim;

(b) review pertinent documents; and

(c) submit issues and comments in writing.

7.5 Review

A decision on review of a denied claim shall be made not later than sixty (60) days after receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered within a reasonable period of time, but not later than one hundred and twenty (120) days after receipt of a request for review. The decision on review shall be in writing and shall include the specific reason(s) for the decision and the specific reference(s) to the pertinent provisions of the Plan on which the decision is based.

10

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1 Amendment

The Company reserves the right to amend the Plan in any manner that it deems advisable by a resolution of the Board, or its authorized delegate, which shall be communicated to Participants not later than sixty (60) days following the effective date of such amendment. No amendment shall, without the Participant’s consent, affect the amount of the Participant’s Supplemental Benefit at the time the amendment becomes effective or the right of the Participant to receive a Retirement Benefit after the Participant has met the entitlement requirements provided in Section 4.1 of the Plan.

8.2 Termination

The Company reserves the right to terminate the Plan at any time by resolution of the Board, which shall be communicated to Participant not later than sixty (60) days following the effective date of such amendment. No termination shall, without the consent of the Participant, affect the amount of the Participant’s Supplemental Benefit prior to the termination of the right of the Participant to receive a Supplemental Benefit after the Participant has met the entitlement requirements provided in Section 4.1 of the Plan.

8.3 No Assignment

The Participant shall not have the power to pledge, transfer, assign, anticipate, mortgage or otherwise encumber or dispose of in advance any interest in amounts payable hereunder or any of the payments provided for herein, no shall any interest in amounts payable hereunder or in any payments be subject to seizure for payment of any debts, judgments, alimony or separate maintenance, or be reached or transferred by operation of law in the event of bankruptcy, insolvency or otherwise.

8.4 Incapacity

If the Administrator determines that any person to whom such benefit is payable is incompetent by reason of physical or mental disability, the Administrator may cause the payments becoming due to such person to be made to another for his benefit. Payments made pursuant to this Section shall, as to such payment, operate as a complete discharge of the Plan, each Company, the Committee and the Administrator.

8.5 Successors and Assigns

The provisions of the Plan are binding upon and inure to the benefit of each Company, its respective successors and assigns, and the Participant and his beneficiaries, heirs, legal representatives, and assigns.

11

8.6 Governing Law

The Plan shall be subject to and construed in accordance with the laws of the Commonwealth of Virginia to the extent not preempted by the provisions of ERISA.

8.7 No Guarantee of Employment

Nothing contained in the Plan shall be construed as a contract of employment or deemed to give any Participant the right to be retained in the employ of the Company or to give any Participant any equity or other interest in the assets, business, or affairs of the Company. No Participant hereunder shall have a security interest in assets of any Company used to make contributions or pay benefits.

8.8 Unfunded Plan

The obligation of the Company to make payments under this Plan constitutes nothing more than an unsecured promise of the Company to make such payments, and any property of the Company that may be set aside in a trust or otherwise for the payment of benefits under this Plan shall, in the event of the Company’s bankruptcy or insolvency, remain subject to the claims of the Company’s general creditors until such benefits are distributed in accordance with Article IV hereof.

8.9 Severability

If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, but the Plan shall be construed and enforced as if such illegal or invalid provision had never been included herein.

8.10 Notification of Addresses

Each Participant shall file with the Administrator, from time to time, in writing, the post office address of the Participant, the post office address of each Beneficiary, and each change of post office address. Any communication, statement or notice addressed to the last post office address filed with the Administrator (or if no such address was filed with the Administrator, then to the last post office address of the Participant or beneficiary as shown on the Company’s records) shall be binding on the Participant and each beneficiary for all purposes of the Plan and neither the Administrator nor any Company shall be obliged to search for or ascertain the whereabouts of any Participant or beneficiary.

8.11 Bonding

The Administrator and all agents and advisors employed by it shall not be required to be bonded, except as otherwise required by ERISA.

12

IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officer.

HILB ROGAL & HOBBS COMPANY
By	/s/ Walter L. Smith

13

EX-31.1

Exhibit 31.1

STATEMENT OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a – 14(a)/15d – 14(a)

I, Martin L. Vaughan, III, Chairman and Chief Executive Officer of Hilb Rogal & Hobbs Company, certify that:

1. I have reviewed this report on Form 10-Q of Hilb Rogal & Hobbs Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date	May 4, 2007	/s/ Martin L. Vaughan, III
		Martin L. Vaughan, III     Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

STATEMENT OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a – 14(a)/15d – 14(a)

I, Michael Dinkins, Executive Vice President and Chief Financial Officer of Hilb Rogal & Hobbs Company, certify that:

1. I have reviewed this report on Form 10-Q of Hilb Rogal & Hobbs Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date	May 4, 2007	/s/ Michael Dinkins
		Michael Dinkins     Executive Vice President and     Chief Financial Officer

EX-32.1

Exhibit 32.1

STATEMENT OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Form 10-Q of Hilb Rogal & Hobbs Company for the quarter ended March 31, 2007, I, Martin L. Vaughan, III, Chairman and Chief Executive Officer of Hilb Rogal & Hobbs Company, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(a) such Form 10-Q for the quarter ended March 31, 2007 fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, as amended; and

(b) the information contained in such Form 10-Q for the quarter ended March 31, 2007 fairly presents, in all material respects, the consolidated financial condition and results of operations of Hilb Rogal & Hobbs Company and its subsidiaries as of and for the periods presented in such Form 10-Q.

By:	/s/  Martin L. Vaughan, III	Date:	May 4, 2007
	Martin L. Vaughan, III Chairman and Chief Executive Officer

EX-32.2

Exhibit 32.2

STATEMENT OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Form 10-Q of Hilb Rogal & Hobbs Company for the quarter ended March 31, 2007, I, Michael Dinkins, Executive Vice President and Chief Financial Officer of Hilb Rogal & Hobbs Company, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(a) such Form 10-Q for the quarter ended March 31, 2007 fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, as amended; and

(b) the information contained in such Form 10-Q for the quarter ended March 31, 2007 fairly presents, in all material respects, the consolidated financial condition and results of operations of Hilb Rogal & Hobbs Company and its subsidiaries as of and for the periods presented in such Form 10-Q.

By:	/s/  Michael Dinkins	Date:	May 4, 2007
	Michael Dinkins Executive Vice President and Chief Financial Officer