1. Name and Address of Reporting Person
Janes, Michael A.
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
5/2002
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- |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 19606.35 D
Common Stock 04/05/2002 L V 32.94 A $33.4500 I Employee
Stock
Purchase Plan
Common Stock 05/06/2002 L V 28.35 A $38.8600 1314.97 I Employee
Stock
Purchase Plan
Common Stock 04/16/2002 L V 89.5 A $33.6800 I Retirement
Savings Plan
Common Stock 04/30/2002 L V 42.03 A $38.4000 I Retirement
Savings Plan
Common Stock 05/15/2002 L V 10.31 A $38.8300 I Retirement
Savings Plan
Common Stock 05/31/2002 L V 13.51 A $37.9500 7481.53 I Retirement
Savings Plan
Common Stock 3003.91 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 $0 03/01/2007 Common 6450 D
(Right to buy) Stock
Stock Options $0 02/12/2008 Common 3200 D
(Right to buy) Stock
Stock Options $0 02/11/2009 Common 3000 D
(Right to buy) Stock
Stock Options $6.625 12/21/2003 Common 7000 D
(Right to buy) Stock
Stock Options $7.625 05/03/2003 Common 8000 D
(Right to buy) Stock
Stock Options $8 06/19/2004 Common 50000 D
(Right to buy) Stock
Stock Options $8.844 05/05/2005 Common 20000 D
(Right to buy) Stock
Stock Options $14.219 03/01/2007 Common 13000 D
(Right to buy) Stock
Stock Options $18.755 02/12/2008 Common 13000 D
(Right to buy) Stock
Stock Options $37.45 02/11/2009 Common 13000 D
(Right to buy) Stock
Explanation of Responses:
Employee Stock Purchase Plan - monthly purchases through payroll deduction with
a dividend reinvestment feature.
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.
SIGNATURE OF REPORTING PERSON
/s/ Michael A. Janes
DATE
06/03/2002