1. Name and Address of Reporting Person
Hilb, Robert H.
Hilb, Rogal and Hamilton Company
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
9/2002 R1
5. If Amendment, Date of Original (Month/Day/Year)
09/19/2002
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 170000 D
Common Stock 24000 I By Spouse
Common Stock 09/18/2002 A 59.84 A $43.4500 I Deferred
Plan, Held in
Trust
Common Stock 09/30/2002 A 29.98 A $41.2500 13831.76 I Deferred
Plan, Held in
Trust
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:
Directors' Deferred Plan purchases common stock of Company, which is held in
trust under the terms of the Hilb, Rogal and Hamilton Amended and Restated
Outside Directors Deferral Plan. Directors electing to receive 100% of
compensation in common stock receive a 30% bonus grant of stock to encourage
maximazation of at-risk compensation. Dividends are reinvested by the trustee.
Deferred stock will be paid out in shares at the time selected by the director,
either a lump sum or a series of distributions over a period of years.
SIGNATURE OF REPORTING PERSON
/s/ Robert H. Hilb
DATE
10/01/2002