As filed with the Securities and Exchange Commission on May 22, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
HILB, ROGAL AND HAMILTON COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-1194795
(State or other (I.R.S. employer
jurisdiction of identification
incorporation or number)
organization)
4235 Innslake Drive
Glen Allen, Virginia 23060
(Address of principal executive offices)
Registrant's telephone number, including area code
(804) 747-6500
________________________
Hilb, Rogal and Hamilton Company Non-employee Directors
Stock Incentive Plan
(Full Title of Plan)
Copy to:
Walter L. Smith, Esquire Andrew L. Rogal, President
Hilb, Rogal and Hamilton Company Hilb, Rogal and Hamilton Company
4235 Innslake Drive 4235 Innslake Drive
Glen Allen, Virginia 23060 Glen Allen, Virginia 23060
(804) 747-6500 (804) 747-6500
(Name, address and telephone
number of agent for service)
Approximate Date of Commencement of Proposed Sale to Public: From
time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to to be offering price aggregate Registration
be registered registered(1) per share(2) offering price(2) Fee(2)
Common stock 200,000 $17.125 $3,425,000 $1,010.38
without par
value
(1) The amount of Common Stock registered hereunder shall be deemed to
include any shares issuable as a result of a stock split, stock
dividend or other change in the capitalization of the Registrant.
(2) Calculated on the basis of the average of the high ($17.25) and low
($17.00) prices reported on the New York Stock Exchange on May 19,
1998 as provided in Rule 457(c) and (h)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference
The following documents filed by the Registrant with
the Securities and Exchange Commission are incorporated herein by
reference and made a part hereof:
(1) the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997, File No. 0-15981 and
the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, File No. 0-15981, filed
by the Registrant under Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act");
(2) all reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal
year covered by the Registrant's Annual Report on Form
10-K referred to in (1) above; and
(3) the description of the Registrant's Common Stock
contained in the Registrant's Form S-3 Registration
Statement, File No. 33-56488, effective March 1, 1993.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such earlier statement.
Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Walter L. Smith, Vice President, General Counsel and
Secretary of Hilb, Rogal and Hamilton Company, has rendered his
opinion that the shares of Common Stock that constitute original
issuance securities will, when issued, pursuant to the terms and
conditions of the Plan, be validly issued, fully paid and
nonassessable.
As of May 20, 1998, Walter L. Smith was beneficial
owner of 14,730 shares of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of
Virginia (the "Code") permits a Virginia corporation to indemnify
any director or officer for reasonable expenses incurred in any
legal proceeding in advance of final disposition of the
proceeding, if the director or officer furnishes the corporation
a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code, and a determination
is made by the board of directors that such standard has been
met. In a proceeding by or in the right of the corporation, no
indemnification shall be made in respect of any matter as to
which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place
determines that, despite such liability , such person is
reasonably entitled to indemnification in view of all the
relevant circumstances. In any other proceeding, no indemnifica
tion shall be made if the director or officer is adjudged liable
to the corporation on the basis that personal benefit was im
properly received by him. Corporations are given the power to
make any other or further indemnity, including advance of expen
ses, to any director or officer that may be authorized by the
articles of incorporation or any bylaw made by the shareholders,
or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a
knowing violation of the criminal law. Unless limited by its
articles of incorporation, indemnification of a director or
officer is mandatory when he entirely prevails in the defense of
any proceeding to which he is a party because he is or was a
director or officer.
The Articles of Incorporation of the undersigned
Registrant contain provisions indemnifying the directors and
officers of the Registrant to the full extent permitted by
Virginia law. In addition, the Articles of Incorporation elimi
nate the personal liability of the Registrant's directors and
officers to the Registrant or its shareholders for monetary
damages for breach of their fiduciary duties to the full extent
permitted by Virginia law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed on behalf of the
Registrant as part of this Registration Statement:
4.1 Articles of Incorporation
of Hilb, Rogal and Hamilton Company
(incorporated by reference to
Exhibit 4.1 to the Registrant's
Registration Statement on Form S-3,
File No. 33-56488, effective March
1, 1993)
4.2 Amended and Restated
Bylaws of Hilb, Rogal and Hamilton
Company (incorporated by reference
to Exhibit 3.2 to the Registrant's
Form 10-K for the year ended Decem
ber 31, 1997, File No. 0-15981)
4.3 Hilb, Rogal and Hamilton
Company Non-employee Directors
Stock Plan
5 and 23.1 Opinion and Consent of
Walter L. Smith, Vice President,
General Counsel and Assistant
Secretary of the Registrant
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney
(included on signature page)
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus
required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the
effective date of the registration statement
(or the most recent post-effective amendment
thereof) which, individually or in the ag
gregate, represent a fundamental change in
the information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high and of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" label in
the effective registration statement; and
(iii)To include any material
information with respect to the plan of dis
tribution not previously disclosed in the
registration statement or any material change
to such information in the registration state
ment;
Provided, however, that paragraph
(a)(1)(i) and (a)(1)(ii) shall not apply if the
registration statement is on Form S-3 or Form S-8
or Form F-3, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to
be a new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commis
sion such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceedings) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnifica
tion by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Henrico, Commonwealth
of Virginia, on this 22nd day of May, 1998.
HILB, ROGAL AND HAMILTON COMPANY
By: /s/ Andrew L. Rogal
Andrew L. Rogal
President and Chief Executive
Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Andrew L. Rogal and
Walter L. Smith, either of whom may act individually, as
attorneys-in-fact and agents for the undersigned, with full power
of substitution, for and in the name, place and stead of the
undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and
all amendments (including post-effective amendments) to this
Registration Statement, with any exhibits thereto, and any other
documents to be filed with the Securities and Exchange Commission
pertaining to the registration of securities covered hereby, with
full power and authority to do and perform any and all acts and
things whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Andrew L. Rogal President and Chief Executive May 22, 1998
Andrew L. Rogal Officer and Director
(Principal Executive Officer)
/s/ Robert H. Hilb Chairman and Director May 22, 1998
Robert H. Hilb
/s/ Carolyn Jones Senior Vice President, Chief May 22, 1998
Carolyn Jones Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Robert W. Blanton, Jr. Vice President and Controller May 22, 1998
Robert W. Blanton, Jr. (Principal Accounting Officer)
/s/ Theodore L. Chandler, Jr. Director May 22, 1998
Theodore L. Chandler, Jr.
/s/ Norwood H. Davis, Jr. Director May 22, 1998
Norwood H. Davis, Jr.
Director
Philip J. Faccenda
Director
J.S.M. French
/s/ Anthony F. Markel Director May 22, 1998
Anthony F. Markel
/s/ Thomas H. O'Brien Director May 22, 1998
Thomas H. O'Brien
/s/ Robert S. Ukrop Director May 22, 1998
Robert S. Ukrop
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
FOR
HILB, ROGAL AND HAMILTON COMPANY
NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN
________________________
Exhibit
Number Description of Exhibits
4.1 Articles of Incorporation
of Hilb, Rogal and Hamilton Company
(incorporated by reference to
Exhibit 4.1 to the Registrant's
Registration Statement on Form S-3,
File No. 33-56488, effective March
1, 1993)
4.2 Amended and Restated
Bylaws of Hilb, Rogal and Hamilton
Company (incorporated by reference
to Exhibit 3.2 to the Registrant's
Form 10-K for the year ended Decem
ber 31, 1997, File No. 0-15981)
4.3 Hilb, Rogal and Hamilton
Company Non-employee Directors
Stock Incentive Plan
5 and
23.1 Opinion and Consent of Walter
L. Smith, Vice President, General
Counsel and Assistant Secretary of
the Registrant
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney
(included on signature page)
HILB, ROGAL AND HAMILTON COMPANY
NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN
1. Purpose. The purpose of the Hilb, Rogal and Hamilton
Company Non-employee Directors Stock Incentive Plan (the "Plan")
is to encourage ownership in the Company by non-employee members
of the Board, to promote long-term shareholder value and to
provide non-employee members of the Board with an incentive to
continue as directors of the Company.
2. Definitions. As used in the Plan, the following terms
have the meanings indicated:
(a) "Act" means the Securities Exchange Act of 1934,
as amended.
(b) "Agreement" means a written agreement (including
any amendment or supplement thereto) between the
Company and an Eligible Director specifying the
terms and conditions of an Option granted to such
Eligible Director.
(c) "Annual Meeting" means the annual meeting of
shareholders at which members of the Board are
routinely elected.
(d) "Board" means the Board of Directors of the
Company.
(e) "Change of Control" means and shall be deemed to
have taken place if: (i) any individual, entity
or "group" (within the meaning of Sections
13(d)(3) or 14(d)(2) of the Act) (a "Person")
becomes the beneficial owner of shares of the
Company having 25 percent or more of the total
number of votes that may be cast for the election
of directors of the Company, other than (a) as a
result of any acquisition directly from the
Company, or (b) as a result of any acquisition by
any employee benefit plans (or related trusts)
sponsored or maintained by the Company or its
Subsidiaries; or (ii) there is a change in the
composition of the Board such that the individuals
who, as of the date hereof, constitute the Board
(the Board as of such date shall be hereinafter
referred to as the "Incumbent Board") cease for
any reason to constitute at least a majority of
the Board; provided, however, for purposes of this
definition, that any individual who becomes a
member of the Board subsequent to such date whose
election, or nomination for election by the
Company's shareholders, was approved by a vote of
at least a majority of those individuals who are
members of the Board and who were also members of
the Incumbent Board (or deemed to be such pursuant
to this proviso) shall be considered as though
such individual were a member of the Incumbent
Board; but, provided further, that any such
individual whose initial assumption of office
occurs as a result of either an actual or
threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated
under the Act) or other actual or threatened
solicitation of proxies or consents by or on
behalf of a Person other than the Board shall not
be so considered as a member of the Incumbent
Board; or (iii) if at any time, (a) the Company
shall consolidate with, or merge with, any other
Person and the Company shall not be the continuing
or surviving corporation, (b) any Person shall
consolidate with, or merge with, the Company, and
the Company shall be the continuing or surviving
corporation and in connection therewith, all or
part of the outstanding Common Stock shall be
changed into or exchanged for stock or other
securities of any other Person or cash or any
other property, (c) the Company shall be a party
to a statutory share exchange with any other
Person after which the Company is a Subsidiary of
any other Person, or (d) the Company shall sell or
otherwise transfer 50% or more of the assets or
earning power of the Company and its Subsidiaries
(taken as a whole) to any Person or Persons.
(f) "Company" means Hilb, Rogal and Hamilton Company.
(g) "Committee" means the Compensation Committee of
the Board.
(h) "Common Stock" means the Common Stock of the
Company. In the event of a change in the capital
structure of the Company (as provided in Section
13), the shares resulting from such a change shall
be deemed to be the Common Stock within the
meaning of the Plan.
(i) "Date of Grant" means the date as of which a
director is automatically awarded an Option
pursuant to Section 6.
(j) "Effective Date" means the date the Plan is
adopted by shareholders of the Company.
(k) "Eligible Director" means a member of the Board
who is not an employee of the Company or any
Subsidiary.
(l) "Fair Market Value" means, on any given date, the
closing price per share of Common Stock, as
reported on the New York Stock Exchange composite
tape on that day or, if the Common Stock was not
traded on such day, then on the next preceding day
that the Common Stock was traded on such exchange,
all as reported by such source as the Committee
may select.
(m) "Fees" means all amounts payable to an Eligible
Director for services rendered as a director,
including retainer fees, meeting fees and
committee fees, but excluding travel and other out
of pocket expense reimbursements.
(n) "Option" means a stock option, not otherwise
specifically qualified for favorable tax treatment
under a section of the Internal Revenue Code, that
entitles the holder to purchase from the Company a
stated number of shares of Common Stock at the
price set forth in an Agreement under the terms of
this Plan, at a price determined in accordance
with the Plan.
(o) "Plan Year" means the period beginning on the date
of an Annual Meeting and ending on the day before
the next Annual Meeting.
(p) "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations
beginning with the Company if each of the
corporations in the unbroken chain (other than the
last corporation) owns stock possessing at least
50% of the total combined voting power of all
classes of stock in one of the other corporations
in such chain.
3. Participation in the Plan. Each Eligible Director who
is not an employee of the Company or Subsidiary shall be eligible
to receive Options under Section 6. Each Eligible Director shall
be eligible to elect to receive Common Stock in lieu of Fees
under Section 7.
4. Stock Subject to the Plan. The maximum number of
shares of Common Stock that may be issued upon exercise of
Options granted pursuant to the Plan shall be 200,000, subject to
adjustment as provided in Section 13.
5. Non-Standing Stock Options. All Options granted under
the Plan shall be non-statutory in nature and shall not be
entitled to special tax treatment under Internal Revenue Code
Section 422.
6. Award, Terms, Conditions and Form of Options. Each
Option shall be evidenced by a written agreement in such form as
the Committee shall from time to time approve, which Agreement
shall comply with and be subject to the following terms and
conditions:
(a) Each Eligible Director shall receive a grant of an
Option for the purchase of 5,000 shares of Common
Stock on the first business day following the
Annual Meeting. If at any time under the Plan
there are not sufficient shares of Common Stock
available to permit fully the Option grants
described in this Section 6(a), the Option grants
shall be reduced pro rata (to zero, if necessary)
so as not to exceed the number of shares of Common
Stock available.
(b) The Option exercise price shall be the Fair Market
Value of the Common Stock on the Date of Grant.
(c) Subject to Section 6(e) below, all Options shall
become exercisable immediately or after any term
of months or years and may remain exercisable for
any term of months or years as set by the
Committee in its discretion at the time of
granting. Further, the date upon which any Option
granted becomes exercisable may be accelerated by
the Committee in its discretion and the term of
exercisability for any Option granted may be
extended by the Committee. The terms of any
Option granted by the Committee may provide that
the Option is exercisable in whole or in part from
time to time over such period of time as the
Committee shall consider appropriate.
(d) An Option may be exercised in whole at any time or
in part from time to time at such times and in
compliance with the applicable Agreement. A
partial exercise of an Option shall not affect the
right to exercise the Option from time to time in
accordance with this Plan with respect to
remaining shares subject to the Option.
(e) Unless otherwise provided by the Agreement,
payment of the Option price shall be made in cash
(in United States dollars) or a cash equivalent
acceptable to the Committee. If the Agreement so
provides, payment of all or a part of the Option
price for a non-statutory Option may be effected
by a "cashless exercise" thereof (i) by the
Eligible Director surrendering shares of Common
Stock to the Company, or (ii) by the Eligible
Director delivering to a broker instructions to
sell a sufficient number of the shares of Common
Stock being acquired upon exercise of the Option
to cover the Option price and any additional costs
and expenses associated with the cashless
exercise. If Common Stock is surrendered to pay
all or part of the Option price, the shares
surrendered must have a Fair Market Value
(determined as of the date of exercise of the
Option) that is not less than such Option price or
part thereof.
(f) Options shall become fully exercisable upon a
Change of Control.
7. Receipt of Fees in Stock.
(a) An Eligible Director may elect to receive up to
100 percent of his or her Fees in shares of Common Stock (a
"Stock Election"). A Stock Election must be in writing and shall
be delivered to the Corporate Secretary of the Company prior to
the Annual Meeting for the Plan Year to which the Stock Election
pertains. Except as provided in Section 7(c), a Stock Election
may be revoked prior to the last day of any calendar quarter for
all calendar quarters beginning after the revocation. A Stock
Election must specify the applicable percentage of the Fees that
the Eligible Director wishes to receive in shares of Common Stock
(the "Designated Percentage").
(b) If a Stock Election is made, the amount of Fees to
be paid to an Eligible Director during each calendar quarter
shall be determined on the last day of the quarter. The number
of shares of Common Stock to be issued in lieu of the Fees shall
be determined by multiplying the Designated Percentage times the
Fees otherwise payable for the quarter and dividing that product
by the Fair Market Value of the Common Stock on the last day of
the quarter. If this formula produces a fractional share, the
number of shares shall be rounded down to the next whole share.
(c) If the Designated Percentage in a Stock Election
is 100 percent, the number of shares of Company Stock as
determined under Section 7(b) shall be increased by 30 percent,
rounded down to the next whole share. To receive the increased
amount of Common Stock, the Stock Election must be irrevocable in
respect to the Plan Year to which it pertains.
8. Withholding. In the case of the exercise of an Option,
the Eligible Director shall pay to the Company in cash the full
amount of all federal and state income and employment taxes
required to be withheld by the Company in respect of the taxable
income of the Eligible Director from such exercise. If the
Agreement so provides, payment of all or a part of such taxes may
be made by the Eligible Director surrendering shares of Common
Stock to the Company, provided the shares have a Fair Market
Value (determined as of the date of exercise of the Option) that
is not less than the amount of such taxes or part thereof, or by
the sale of shares of Common Stock upon the cashless exercise of
an Option through a broker.
9. Transferability. An Option shall not be transferable
by the optionee otherwise than by will, or by the laws of descent
and distribution, and shall be exercised during the lifetime of
the optionee only by him; provided that an Eligible Director may
transfer any Option to members of the Eligible Director's
immediate family or trusts or family partnerships for the benefit
of such persons, subject to such terms and conditions as may be
established by the Committee. Except as specifically provided in
the Agreement, no Option or interest therein may be transferred,
assigned, pledged or hypothecated by the optionee during his or
her lifetime, whether by operation of law or otherwise, or be
made subject to execution, attachment or similar process.
10. Administration. The Plan shall be administered by the
Committee. The Committee shall have all powers necessary to
administer the Plan, including, without limitation, the authority
(within the limitations described herein) to construe the Plan,
to determine all questions arising under the Plan and to adopt
and amend rules and regulations for the administration of the
Plan as it may deem desirable. Any decision of the Committee in
the administration of the Plan shall be final and conclusive.
The Committee may act only by a majority of its members in
office, except that members thereof may authorize any one or more
of their number or any officer of the Company to execute and
deliver documents on behalf of the Committee. No member of the
Committee shall be liable for anything done or omitted to be done
by him or any other member of the Committee in connection with
the Plan, except for his or hers own willful misconduct or as
expressly provided by statute.
11. Termination. The Plan shall terminate upon the earlier of:
(a) the adoption of a resolution of the Board
terminating the Plan; or
(b) the date shares of Common Stock are no longer
available under the Plan for the automatic award
of Option shares; or
(c) the tenth anniversary of the Effective Date. No
termination of the Plan shall materially and
adversely affect any of the rights or obligations
of any Eligible Director under any Option
previously granted by the Plan without such
Eligible Director's consent.
12. Limitation of Rights.
(a) Neither the Plan nor any other action taken
pursuant to the Plan, shall constitute or be
evidence of any agreement or understanding,
express or implied, that the Company will retain
any person as a director for any period of time.
(b) An optionee shall have no rights as a shareholder
with respect to shares of Common Stock covered by
his or her Option until the date of exercise of
the Option, and, except as provided in Section 13,
no adjustment will be made for dividends or other
rights for which the record date is prior to the
date of such exercise.
13. Changes in Capital Structure.
(a) Subject to any required action by the shareholders
of the Company, the number of shares of Common
Stock covered by each outstanding Option and the
price per share thereof shall be adjusted
proportionately for any increase or decrease in
the number of issued and outstanding shares of
Common Stock of the Company by reason of any stock
dividend, stock split, combination,
reclassification, recapitalization, or the general
issuance to holders of Common Stock of rights to
purchase Common Stock at substantially below its
then fair market value, or any change in the
number of shares of Common Stock outstanding
effected without receipt of cash, property, labor
or services by the Company, or any spin-off or
other type of distribution of assets to
shareholders. In the event of a change in the
Common Stock of the Company as presently
constituted, which is limited to a change of all
or part of its authorized shares without par value
into the same number of shares with a par value,
or any subsequent change into the same number of
shares with a different par value, the shares
resulting from any such change shall be deemed to
be the Common Stock within the meaning of the
Plan.
(b) Except as expressly provided above in this Section
6(e) or Section 13, an Eligible Director shall
have no rights by reason of any subdivision or
consolidation of shares of stock of any class or
the payment of any stock dividend or any other
increase or decrease in the number of shares of
stock of any class or by reason of any
dissolution, liquidation, merger, or consolidation
or spin-off of assets or stock of another
corporation. Any issue by the Company of shares
of stock of any class, or securities convertible
into shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of
shares of Common Stock subject to any Option.
(c) The grant of an Option award pursuant to the Plan
shall not affect in any way the right or power of
the Company to make adjustments,
reclassifications, reorganizations or changes of
its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell,
or transfer all or any part of its business or
assets.
14. Amendment of the Plan. The Plan may be terminated or
amended at any time by the Board, effective as of any date
specified, except as required by applicable law. No amendment or
termination shall decrease an Eligible Director's accrued benefit
prior to the effective date of the amendment or termination.
15. Notice. All notices and other communications required
or permitted to be given under this Plan shall be in writing and
shall be deemed to have been duly given if delivered personally
or mailed first class, postage prepaid, as follows: (a) if to the
Company - at its principal business address to the attention of
the Treasurer; (b) if to any Participant - to the Participant's
address as reflected on the records of the Company.
16. Non-Assignability. Each Participant's rights under the
Plan shall be non-assignable.
17. Responsibility for Legal Effect. Neither the Committee
nor the Company makes any representations or warranties, express
or implied, or assumes any responsibility concerning the legal,
tax or other implications or effects of this Plan.
18. Successors, Acquisitions, Mergers, Consolidations. The
terms and conditions of the Plan shall inure to the benefit of
and bind the Company and the Participants, and their successors,
assigns and personal representatives.
19. Controlling Law. The Plan shall be construed in
accordance with the laws of the Commonwealth of Virginia to the
extent not preempted by laws of the United States of America.
20. Gender and Number. In the construction of the Plan, the
masculine shall include the feminine or neuter and the singular
shall include the plural and vice-versa in all cases where such
meanings would be appropriate.
21. Titles and Captions. Titles and captions and headings
herein have been inserted for convenience of reference only and
are to be ignored in any construction of the provisions hereof.
IN WITNESS WHEREOF, the Corporation has caused the Plan to
be signed on its behalf by its duly authorized officer effective
this 5th day of May, 1998.
Hilb, Rogal and Hamilton Company
By: /s/Carolyn Jones
Its Senior Vice President, Chief Financial
Officer and Treasurer
May 22, 1998
Board of Directors
Hilb, Rogal and Hamilton Company
Dear Sirs:
This letter is delivered to you in connection with the
actions taken and proposed to be taken by Hilb, Rogal and
Hamilton Company, a Virginia corporation (the "Company"), with
respect to the offer and sale from time to time pursuant to the
Hilb, Rogal and Hamilton Company Non-employee Directors Stock
Incentive Plan (the "Plan"), of up to 200,000 shares of the
Company's Common Stock, without par value (the "Shares"). The
Shares to be issued pursuant to the Plan will be acquired
directly from the Company (the "Original Issue Common Stock").
As counsel to the Company, I have reviewed the registration
statement on Form S-8 (the "Registration Statement") to be filed
by the Company with the Securities and Exchange Commission to
effect the registration of the Shares under the Securities Act of
1933 (the "Act").
In this regard, I have examined the Articles of
Incorporation, as amended, and By-Laws of the Company, as
amended, records of proceedings of the Board of Directors of the
Company, the Plan and such other records and documents as I have
deemed necessary or advisable in connection with the opinions set
forth herein.
Based upon my examination, I am of the opinion that the
Shares, which will be Original Issue Common Stock will, when
issued pursuant to the terms and conditions of the Plan, be
validly issued, fully paid and nonassessable. The foregoing
opinion is limited to the laws of the Commonwealth of Virginia
and I express no opinion as to the effect of the laws of any
other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me under
the caption "Interests of Names Experts and Counsel" in the
Registration Statement. Further, I presently serve the Company
as Vice President, General Counsel and Secretary.
Very truly yours,
/s/ Walter L. Smith
Walter L. Smith
Vice President, General Counsel and
Secretary
Exhibit 23.2
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Hilb, Rogal and Hamilton
Company Non-employee Directors Stock Incentive Plan of our report
dated February 11, 1998, with respect to the consolidated
financial statements and schedule of Hilb, Rogal and Hamilton
Company included in its Annual Report (Form 10-K) for the year
ended December 31, 1997, filed with the Securities and Exchange
Commission.
Richmond, Virginia
May 18, 1998 ERNST & YOUNG LLP
