1. Name and Address of Reporting Person
O'Brien, Thomas H.
The PNC Financial Services Group, Inc.
249 5th Avenue, 2nd Floor
Pittsburgh, PA 15222-2707
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
9/2002
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director ( ) 10% Owner
( ) Officer (give title below) ( ) Other (specify below)
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 09/18/2002 A 58.87 A $43.4500 45140 D
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 $8.813 05/06/2008 Common 10000 D
(Right to buy) Stock
Stock Options $10.813 06/09/2009 Common 10000 D
(Right to buy) Stock
Stock Options $14.375 05/03/2010 Common 10000 D
(Right to buy) Stock
Stock Options $19.875 05/02/2011 Common 10000 D
(Right to buy) Stock
Stock Options $38.45 05/08/2009 Common 10000 D
(Right to buy) Stock
Explanation of Responses:
Nonemployee Directors Stock Incentive Plan grants shares of common stock of
Company to Director in lieu of cash fees. Grants are increased by 30% if
director elects to receive 100% of compensation in common stock to encourage
maximization of at-risk compensation. Shares are physically issued quarterly and
are rounded down to the nearest whole number.
Shares are issued under this plan quarterly and rounded down to the nearest
whole share. Since no additional meetings are anticipated before quarter-end,
the actual amount earned has had 0.97 shares subtracted to reflect the
anticipated round-down.
SIGNATURE OF REPORTING PERSON
/s/ Thomas H. O'Brien
DATE
09/19/2002