1. Name and Address of Reporting Person
McGrath, John P.
4951 Lake Brook Drive
Suite 500
Glen Allen, VA 23060
USA
2. Issuer Name and Ticker or Trading Symbol
Hilb, Rogal and Hamilton Company (HRH)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
5/2002
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( ) 10% Owner
(X) Officer (give title below) ( ) Other (specify below)
Vice President
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
+---------------------------------+----------+-------------+-----------------------------+----------------+-----------+------------+
|1. Title of Security |2. Trans- |3. Trans- |4. Securities Acquired (A) |5. Amount of |6. Owner- |7. Nature |
| | action | action | or Disposed of (D) | Securities | ship | of In- |
| | Date | Code | | Beneficially | Form: | direct |
| | | | | Owned at | Direct | Bene- |
| | (Month/ | | | End of | (D) or | ficial |
| | Day/ +-------+-----+-----------+------+----------+ Month | Indirect| Owner- |
| | Year) |Code |V |Amount |A/D |Price | | (I) | ship |
+---------------------------------+----------+-------+-----+-----------+------+----------+----------------+-----------+------------+
Common Stock 26158 D
Common Stock 04/05/2002 L V 26.35 A $33.4500 I Employee
Stock
Purchase Plan
Common Stock 05/06/2002 L V 22.68 A $38.8600 6027.41 I Employee
Stock
Purchase Plan
Common Stock 04/16/2002 L V 8.88 A $33.6800 5060.16 I Retirement
Savings Plan
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+-------------+--------+----------+---------+-----------+---------------------+----------------+----------+--------+-------+-------+
|1. |2. |3. |4. |5. |6. |7. |8. |9. |10. |11. |
| | | | | | | | |Number |Owner- | |
| | | | | | | | |of |ship | |
| | | | | | | | |Deriv- |Form of| |
| | | | | | |Title and Amount| |ative |Deriv- | |
| | | | | | |of Underlying | |Secur- |ative |Nature |
| |Conver- | | |Number of | |Securities | |ities |Secur- |of |
| |sion or | | |Derivative |Date Exercisable +-------+--------+ |Benefi- |ity: |In- |
| |Exercise| | |Securities |and Expiration Date | |Amount | |cially |Direct |direct |
| |Price of|Transac- |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- |
|Title of |Deriv- |tion Date |tion Code|Disposed(D)+----------+----------+ |Number |Price of |at End |In- |ficial |
|Derivative |ative |(Month/ +------+--+-----+-----+Date Exer-|Expira- | |of |Derivative|of |direct |Owner- |
|Security |Security|Day/Year) |Code |V |(A) |(D) |cisable |tion Date |Title |Shares |Security |Month |(I) |ship |
+-------------+--------+----------+------+--+-----+-----+----------+----------+-------+--------+----------+--------+-------+-------+
Stock Options $0 03/01/2007 Common 12900 D
(Right to buy) Stock
Stock Options $0 02/12/2008 Common 4000 D
(Right to buy) Stock
Stock Options $0 02/11/2009 Common 4000 D
(Right to buy) Stock
Stock Options $6.625 12/21/2003 Common 16000 D
(Right to buy) Stock
Stock Options $7.875 02/08/2003 Common 8000 D
(Right to buy) Stock
Stock Options $8 06/19/2004 Common 60000 D
(Right to buy) Stock
Stock Options $8.844 05/05/2005 Common 24000 D
(Right to buy) Stock
Stock Options $14.219 03/01/2007 Common 16000 D
(Right to buy) Stock
Stock Options $18.755 02/12/2008 Common 16000 D
(Right to buy) Stock
Stock Options $37.45 02/11/2009 Common 16000 D
(Right to buy) Stock
Explanation of Responses:
Employee Stock Purchase Plan - monthly purchases through payroll deduction with
a dividend reinvestment feature.
Retirement Savings Plan - shares are held in the HRH Retirement Savings Plan and
can be acquired through payroll deduction, employer match, and discretionary
movement of funds. Dividends are reinvested. Administrative charges in the form
of shares are deducted by plan trustee.
SIGNATURE OF REPORTING PERSON
/s/ John P. McGrath
DATE
06/03/2002