1. Name and Address of Reporting Person
Rogal, Andrew L.
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
10/2002
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director ( ) 10% Owner
(X) Officer (give title below) ( ) Other (specify below)
Chairman and Chief Executive Officer
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 10/29/2002 M 10817 A $7.8750 127712 D
Common Stock 04/17/2002 L V 19.32 A $33.6800 I Retirement
Savings Plan
Common Stock 07/15/2002 L 22.96 A $43.1500 11010.39 I Retirement
Savings Plan
Common Stock 328762 I Custodial/UGM
A/Trustee
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 19500 D
(Right to buy) Stock
Stock Options $0 02/12/2008 Common 8000 D
(Right to buy) Stock
Stock Options $0 02/11/2009 Common 10000 D
(Right to buy) Stock
Stock Options $6.625 12/21/2003 Common 20000 D
(Right to buy) Stock
Stock Options $7.875 10/29/2002 M 20000 02/08/1994 02/08/2003 Common 10817 $7.8750 0 D
(Right to buy) Stock
Stock Options $8 06/19/2004 Common 120000 D
(Right to buy) Stock
Stock Options $8.844 05/05/2005 Common 60000 D
(Right to buy) Stock
Stock Options $14.219 03/01/2007 Common 32000 D
(Right to buy) Stock
Stock Options $18.755 02/12/2008 Common 32000 D
(Right to buy) Stock
Stock Options $37.45 02/11/2009 Common 50000 D
(Right to buy) Stock
Explanation of Responses:
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.
Stock Swap Exercise of Options - Reporting Person exercised nonqualified stock
options by the deemed swap technique, whereby option price was deemed to be paid
in swapped shares and taxes were paid by the deemed redemption of the newly
acquired shares, resulting in the net issuance of shares shown.
SIGNATURE OF REPORTING PERSON
/s/ Andrew L. Rogal
DATE
10/30/2002