1. Name and Address of Reporting Person
Chandler, Jr., Theodore L.
LandAmerica Financial Group, Inc.
P. O. Box 27567 (23261-7567)
101 Gateway Centre Parkway, Gateway One
Richmond, VA 232355153
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/Day/Year
03/03/2003
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- |2A.Execu- |3. Trans-|4. Securities Acquired (A)|5. Amount of |6. Owner- |7. Nature |
| | action | action | action| or Disposed of (D) |Securities | ship | of In- |
| | Date | Date | Code | |Beneficially | Form: | direct |
| | | | | |Owned | Direct | Bene- |
| | (Month/ | (Month/ | | |Following | (D) or | ficial |
| | Day/ | Day/ +-----+---+-----------+---+----------+Reported | Indirect| Owner- |
| | Year) | Year) |Code |V |Amount |A/D|Price |Transaction(s)| (I) | ship |
+------------------------------+----------+----------+-----+---+-----------+---+----------+--------------+-----------+------------+
Common Stock 18541 D
Common Stock 03/03/2003 A 44.6 A $29.1500 15219.36 I Deferred
Plan, Held in
Trust
Common Stock 7736 I Custodial/UGM
A/Trustee
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+----------+--------+-------+-------+---------+-----------+---------------------+----------------+----------+-------+-------+------+
|1. |2. |3. |3A. |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- |Trans- |Execu- | |Number of | |Securities | |ities |Secur- |of |
| |sion or |action |tion | |Derivative |Date Exercisable +-------+--------+ |Benefi-|ity: |In- |
| |Exercise|Date |Date | |Securities |and Expiration Date | |Amount | |cially |Direct |direct|
| |Price of| | |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- |
|Title of |Deriv- |(Month/|(Month/|tion Code|Disposed(D)+----------+----------+ |Number |Price of | |In- |ficial|
|Derivative|ative | Day/ | Day/ +------+--+-----+-----+Date Exer-|Expira- | |of |Derivative| |direct |Owner-|
|Security |Security|Year) |Year) |Code |V |(A) |(D) |cisable |tion Date |Title |Shares |Security | |(I) |ship |
+----------+--------+-------+-------+------+--+-----+-----+----------+----------+-------+--------+----------+-------+-------+------+
Stock $5.938 05/03/2005 Common 4000 D
Options Stock
(Right to
buy)
Stock $6.063 05/04/2004 Common 4000 D
Options Stock
(Right to
buy)
Stock $6.813 05/07/2007 Common 4000 D
Options Stock
(Right to
buy)
Stock $6.875 05/08/2006 Common 4000 D
Options Stock
(Right to
buy)
Stock $7.563 05/05/2003 Common 4000 D
Options Stock
(Right to
buy)
Stock $8.813 05/06/2008 Common 10000 D
Options Stock
(Right to
buy)
Stock $10.813 06/09/2009 Common 10000 D
Options Stock
(Right to
buy)
Stock $14.375 05/03/2010 Common 10000 D
Options Stock
(Right to
buy)
Stock $19.875 05/02/2011 Common 10000 D
Options Stock
(Right to
buy)
Stock $38.45 05/08/2009 Common 10000 D
Options Stock
(Right to
buy)
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/ Walter L. Smith
DATE
03/04/2003