1. Name and Address of Reporting Person
Howley, Vincent P.
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/Day/Year
04/23/2003
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- |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 04/23/2003 M 15555 A $8.0000 31729 D
Common Stock 6003.88 I Employee
Stock
Purchase Plan
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 $0 03/01/2007 Common 2350F1 D
Options Stock
(Right to
buy)
Stock $0 02/12/2008 Common 750 D
Options Stock
(Right to
buy)
Stock $0 02/11/2009 Common 1000 D
Options Stock
(Right to
buy)
Stock $0 02/11/2010 Common 1000 D
Options Stock
(Right to
buy)
Stock $8 04/23/2 MF2 30000 06/19/1998 06/19/2004 Common 15555 $8.0000 0 D
Options 003 Stock
(Right to
buy)
Stock $8.844 05/05/2005 Common 15000 D
Options Stock
(Right to
buy)
Stock $14.219 03/01/2007 Common 4000 D
Options Stock
(Right to
buy)
Stock $18.755 02/12/2008 Common 4000 D
Options Stock
(Right to
buy)
Stock $37.25 02/11/2010 Common 4000 D
Options Stock
(Right to
buy)
Stock $37.45 02/11/2009 Common 4000 D
Options Stock
(Right to
buy)
Explanation of Responses:
Taxes on vesting of Restricted Stock paid by redemption of vested shares.
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/ Walter L. Smith
DATE
04/24/2003