As filed with the Securities and Exchange Commission on February 17, 2000.
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 Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
4235 Innslake Drive, Glen Allen, Virginia 23060
(Address of Principal Executive Offices) (Zip Code)
__________________
HILB, ROGAL AND HAMILTON COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Walter L. Smith, Esq.
Vice President and General Counsel
Hilb, Rogal and Hamilton Company
4235 Innslake Drive
Glen Allen, Virginia 23060
(804) 747-6500
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
___________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================= ================ ==================== ==================== =============
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price per Aggregate Offering Registration
to be Registered (1) Registered (2) Obligation (3) Price (3) Fee
- --------------------------------- ---------------- -------------------- -------------------- -------------
<S> <C> <C> <C> <C>
Common Stock, no par value...... 250,000 $26.22 $6,555,000 $1,730.52
================================= ================ ==================== ==================== =============
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) The amount of Common Stock registered hereunder shall be deemed to include
any additional shares issuable as a result of any stock split, stock
dividend or other change in the capitalization of the Registrant.
(3) Pursuant to Rule 457(h), the registration fee is based on the average of
the high ($26.56) and low ($25.88) prices reported on the New York Stock
Exchange on February 16, 2000.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") are incorporated herein by reference and made a part
hereof:
(1) the Registrant's Annual Report on Form 10-K (the "Form 10-K")
for the fiscal year ended December 31, 1998, File No. 0-15981;
(2) the portions of the Registrant's definitive Proxy Statement
for the Annual Meeting of Shareholders held on June 8, 1999
that have been incorporated by reference into the Form 10-K;
(3) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999 and September 30,
1999, File No. 0-15981;
(4) the Registrant's Current Reports on Form 8-K, filed on April
1, 1999 and May 14, 1999, File No. 0-15981; and
(5) the description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form S-3, 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 herein or 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 this Registration Statement.
Item 4. Description of Securities
Not applicable.
II-2
<PAGE>
Item 5. Interests of Named Experts and Counsel
Williams, Mullen, Clark & Dobbins, counsel to the Registrant, has
rendered its opinion that the Common Stock, when issued pursuant to the terms
and conditions of the Plan, will be legally issued, fully paid and
nonassessable. Such counsel does not have a substantial interest in or
connection with the Registrant or its subsidiaries requiring disclosure herein.
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 or she has met
the standard of conduct prescribed by the Code and furnishes the corporation a
written undertaking to repay any advance if it is ultimately determined that he
or she did not meet the standard of conduct, 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 of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that he improperly received a
personal benefit. Corporations are given the power to make any other or further
indemnity, including advance of expenses, 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 or she entirely
prevails in the defense of any proceeding to which he or she is a party because
he or she is or was a director or officer.
The Articles of Incorporation of the 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 of the
Registrant eliminate the personal liability of the Registrant's directors and
officers to the Registrant or its shareholders for monetary damages 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 the Registrant, incorporated by
reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-3, File No. 33-56488.
II-3
<PAGE>
4.2 Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registrant's Form 10-K for the
year ended December 31, 1998, File No. 0-15981.
4.3 Hilb, Rogal and Hamilton Company Employee Stock Purchase
Plan.*
4.4 Form of Common Stock Certificate, incorporated by reference to
Exhibit 1 of the Registrant's Form 8-A Registration Statement,
filed June 12, 1987, File No. 0-15981.
5.1 Opinion of Williams, Mullen, Clark & Dobbins.*
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in
Exhibit 5.1).*
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
________________
* Filed herewith
Item 9. Undertakings
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 aggregate,
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 end 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" table in the effective
registration statement; and
II-4
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraph (1)(i) and (1)(ii)
shall not apply if the registration statement is on
Form S-3, 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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act 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 from registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of
the offering.
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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
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
Commission 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 proceeding) 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 indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
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
10th day of February, 2000.
HILB, ROGAL AND HAMILTON COMPANY
By: /s/ Andrew L. Rogal
---------------------------------
Andrew L. Rogal, Chairman
of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Walter L. Smith and Carolyn
Jones, each 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
schedules or exhibits thereto, and any and all supplements or 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 as may be necessary or desirable in
furtherance of such registration.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Andrew L. Rogal Chairman of the Board and Chief February 10, 2000
- -------------------------------------------- Executive Officer and Director
Andrew L. Rogal (Principal Executive Officer)
/s/ Carolyn Jones Senior Vice President, Chief February 10, 2000
- -------------------------------------------- Financial Officer and Treasurer
Carolyn Jones (Principal Financial Officer)
/s/ Robert W. Blanton, Jr. Vice President and Controller February 10, 2000
- -------------------------------------------- (Principal Accounting Officer)
Robert W. Blanton, Jr.
/s/ Robert H. Hilb Chairman Emeritus and Director February 10, 2000
- --------------------------------------------
Robert H. Hilb
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Martin L. Vaughan, III President, Chief Operating Officer February 10, 2000
- -------------------------------------------- and Director
Martin L. Vaughan, III
/s/ Timothy J. Korman Executive Vice President, February 10, 2000
- -------------------------------------------- Administration and Finance and
Timothy J. Korman Director
/s/ Philip J. Faccenda Director February 10, 2000
- --------------------------------------------
Philip J. Faccenda
/s/ Robert S. Ukrop Director February 10, 2000
- --------------------------------------------
Robert S. Ukrop
/s/ Thomas H. O'Brien Director February 10, 2000
- ---------------------------------------------
Thomas H. O'Brien
Director February 10, 2000
- --------------------------------------------
J.S.M. French
/s/ Norwood H. Davis, Jr. Director February 10, 2000
- --------------------------------------------
Norwood H. Davis, Jr.
/s/ Theodore L. Chandler, Jr. Director February 10, 2000
- --------------------------------------------
Theodore L. Chandler, Jr.
/s/ Anthony F. Markel Director February 10, 2000
- --------------------------------------------
Anthony F. Markel
Director February 10, 2000
- --------------------------------------------
Robert W. Fiondella
/s/ David W. Searfoss Director February 10, 2000
- --------------------------------------------
David W. Searfoss
</TABLE>
<PAGE>
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
______________________
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Articles of Incorporation of the Registrant, incorporated by
reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-3, File No. 33-56488.
4.2 Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registrant's Form 10-K for the
year ended December 31, 1998, File No. 0-15981.
4.3 Hilb, Rogal and Hamilton Company Employee Stock Purchase Plan.*
4.4 Form of Common Stock Certificate, incorporated by reference to
Exhibit 1 of the Registrant's Form 8-A Registration Statement,
filed June 12, 1987, File No. 0-15981.
5.1 Opinion of Williams, Mullen, Clark & Dobbins.*
23.1 Consent of Williams, Mullen, Clark & Dobbins (included in Exhibit
5.1).*
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
____________
*Filed herewith
Exhibit 4.3
HILB, ROGAL AND HAMILTON COMPANY
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE 1
---------
PURPOSE
The Hilb, Rogal and Hamilton Company Employee Stock Purchase Plan (the
"Plan") is created for the purpose of encouraging stock ownership by employees
of Hilb, Rogal and Hamilton Company (the "Company") and its subsidiaries so that
they may share in the growth of the Company by acquiring or increasing their
proprietary interest in the Company.
ARTICLE 2
---------
ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Company. The interpretation and
construction of any provision of the Plan shall be made by the Company and shall
be final and conclusive. The Company may adopt, from time to time, such rules
and regulations as it deems appropriate for carrying out the Plan. No officer,
director or employee of the Company who is charged with the administration of
the Plan shall be liable for any action or determination made in good faith with
respect to the Plan.
ARTICLE 3
---------
ELIGIBLE EMPLOYEES
All full-time employees of the Company and its subsidiaries who are
eighteen years of age or older will be eligible to participate in the Plan.
ARTICLE 4
---------
SHARES TO BE PURCHASED
The stock subject to purchase by eligible employees under the Plan
shall be shares of the common stock, without par value, of the Company (the
"Shares"), which will be purchased on the open market in accordance with the
Plan.
<PAGE>
ARTICLE 5
---------
PAYROLL DEDUCTIONS
Eligible employees, upon entering the Plan, shall authorize payroll
deductions to be made for the purchase of Shares. The deduction may be for any
amount, so long as it is not less than $20.00, nor more than $1,000.00 per
month, and is in even dollar amounts. The employee may authorize increases or
decreases in the amount of payroll deductions. In order to effect such a change
in the amount of the payroll deductions, the Company must receive notice of such
change 30 days prior to the commencement of the relevant pay period. The Company
will accumulate and hold for the employee's account the amounts deducted from
the employee's pay. No interest shall be paid on such amounts. All employees
assume the risk of fluctuations in the market price of the Shares.
ARTICLE 6
---------
EMPLOYER CONTRIBUTION
The Company will match a portion of the employee contribution by
contributing to the Plan an amount equal to 10% of the employee's monthly
payroll deduction up to a maximum contribution of $100 per employee per month.
The Company matching contribution is not intended to be an entitlement or part
of the regular compensation of any eligible employee. In connection with any
such matching contribution, the Company shall deduct from the participating
employee's regular compensation all applicable federal and state withholding and
other taxes. The Company will pay (i) all brokerage commissions relating to the
purchase of the Shares under the Plan and (ii) all administrative costs
associated with the implementation and operation of the Plan.
ARTICLE 7
---------
AUTHORIZATION FOR ENTERING THE PLAN
An eligible employee may enter the Plan by completing, signing and
delivering to the Company an enrollment form provided by the Company. Such
authorization will take effect as of the next practicable payroll period. Unless
an employee authorizes changes to his/her payroll deductions in accordance with
Article 5 or withdraws from the Plan, such deductions under the latest
authorization on file with the Company shall continue from one payment period to
the succeeding payment period as long as the Plan remains in effect.
ARTICLE 8
---------
PURCHASE OF SHARES
All Shares purchased under the Plan shall be purchased on the open
market by a securities broker designated from time to time by the Company. On a
monthly basis, the Company shall remit the total amount of employee payroll
deductions and Company matching
2
<PAGE>
contributions for such month to the designated broker for the purchase of Shares
on behalf of participating employees. The Shares so purchased, including
fractional Shares, shall be allocated to the individual accounts of employees
based upon the purchase price of the Shares and the amounts contributed by or on
behalf of the employee. In the event the purchase of the Shares takes place over
a number of days and/or at different prices, then each employee's allocation
shall be made on the basis of the average price per share of the Shares. The
number of Shares held in an employee's account shall be adjusted in the event of
a stock split, stock dividend, recapitalization or similar adjustment in the
Company's common stock.
ARTICLE 9
---------
ISSUANCE OF SHARES
The Shares purchased under the Plan shall be registered in the name of
the broker or its nominee. Participating employees shall receive monthly
statements from the broker which will evidence all activity in the accounts that
have been established on their behalf. In the event a participating employee
wishes to hold certificates in the employee's own name, the employee must
instruct the broker to transfer the Shares in the employee's account to the
employee and bear the costs associated with the issuance of such certificates.
Certificates for fractional Shares will not be issued. An employee shall have
all of the rights of a shareholder of the Company with respect to the Shares
held in the employee's account.
ARTICLE 10
----------
AUTOMATIC DIVIDEND REINVESTMENT
Any cash dividends paid by the Company with respect to Shares purchased
under the Plan by participating employees and held by the broker shall be
automatically reinvested in Shares of the Company on or before the date of the
next monthly purchase of Shares under the Plan.
ARTICLE 11
----------
SALE OF SHARES PURCHASED UNDER THE PLAN
Each employee may sell at any time all or any portion of the Shares
acquired under the Plan and held in the employee's account. Any sale of the
Shares and distribution of the proceeds thereof to the employee shall be
effected through the broker designated by the Company. The employee shall pay
the broker's commission and any other expenses incurred with regard to the sale
of the Shares. All such sales of the Shares will be subject to compliance with
any applicable federal or state securities, tax or other laws.
3
<PAGE>
ARTICLE 12
----------
WITHDRAWAL FROM THE PLAN
An employee may terminate participation in the Plan effective as of the
first business day of any pay period by delivering a written notice of
withdrawal to the Company at least 30 days prior to such date. In the event an
employee terminates participation in the Plan, such employee may not recommence
participation in the Plan for a period of 90 days from the date of such
termination. Upon termination of participation by an employee, the employee may
elect to (i) receive a certificate for the whole Shares held in the employee's
account and a check for any fractional Shares or (ii) instruct the broker to
sell the Shares held in the employee's account and distribute the proceeds of
the sale, less brokerage commissions, fees and expenses, to the employee.
ARTICLE 13
----------
NO TRANSFER OR ASSIGNMENT
An employee's right to purchase Shares under the Plan through employee
payroll deductions and Company matching contributions are the employee's alone
and may not be exercised by, or transferred or assigned to, any other person.
ARTICLE 14
----------
TERMINATION OF EMPLOYEE RIGHTS
An employee will be deemed to have withdrawn from the Plan, and all of
the employee's rights under the Plan (other than rights to acquire or dispose of
the Shares held in the employee's account in accordance with the final sentence
of Article 12 hereof) will terminate, when the employee ceases to be employed by
the Company or its subsidiaries due to disability, retirement, resignation,
death (subject to Article 15 below), termination with or without cause or any
other reason. In such event, all of the employee's payroll deductions that have
not been transferred to the broker for the purchase of Shares will be refunded
to the employee. If an employee's payroll deductions are interrupted by any
legal process, the employee will be deemed to have withdrawn from the Plan as of
the day the interruption occurs.
ARTICLE 15
----------
BENEFICIARY DESIGNATION
An employee may designate a beneficiary to receive the Shares held in
the employee's account by completing a beneficiary designation form approved by
the Company and delivering the completed designation form to the Human Resources
Department of the Company. The person who is the employee's named beneficiary at
the time of his or her death shall be entitled to receive such Shares after the
death of the employee. The employee may from time to time revoke or change his
or her beneficiary without the consent of any prior beneficiary by filing a new
designation with the
4
<PAGE>
Human Resources Department of the Company. The last such designation received by
the Company shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the Company
prior to the employee's death, and in no event shall any designation be
effective as of a date prior to such receipt. If the Company is in doubt as to
the right of any person to receive the Shares held in the employee's account,
the Company may refuse to recognize such beneficiary designation, without
liability for any lost profits, damages or dividends thereon, until the Company
determines the person entitled to receive such Shares, which determination shall
be final and conclusive.
ARTICLE 16
----------
TERMINATION AND AMENDMENT TO THE PLAN
The Plan may be amended, modified or terminated at any time by the
Company's Board of Directors. Upon any termination of the Plan, all payroll
deductions not used to purchase Shares will be refunded.
ARTICLE 17
----------
UNFUNDED PLAN
The Plan, insofar as it provides for Company contributions, is not
required to be funded, and the Company shall not be required to segregate any
assets that may at any time be represented by such contributions under this
Plan.
ARTICLE 18
----------
MISCELLANEOUS
Neither the adoption of this Plan, its operation, nor any documents
describing or referring to this Plan (or any part thereof) shall confer upon any
employee any right to continue in the employ of the Company or its subsidiaries,
or in any way affect any right and power of the Company or its subsidiaries to
terminate the employment of any employee at any time with or without assigning a
reason therefor. The Plan shall be binding on all successors and permitted
assigns of an employee, including, but not limited to, the estate of the
employee and the executor, administrator or trustee of such estate, and the
guardians or legal representative of the employee. The validity, construction
and effect of the Plan and any actions taken or related to the Plan shall be
determined in accordance with the laws of the Commonwealth of Virginia and
applicable federal law.
ARTICLE 19
----------
EFFECTIVE DATE
The Plan shall be effective as of April 1, 2000.
5
Exhibits 5.1 and 23.1
[WILLIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD]
February 10, 2000
The Board of Directors
Hilb, Rogal and Hamilton Company
P.O. Box 1220
Glen Allen, Virginia 23060-1220
Re: Hilb, Rogal and Hamilton Company Employee Stock Purchase Plan
Gentlemen:
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 Employee Stock Purchase
Plan (the "Plan"), of 250,000 shares of the Company's common stock, without par
value (the "Shares"), in accordance with the terms of the Plan. We 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, as amended.
In this regard, we have examined such corporate proceedings, records
and documents as we have deemed necessary or advisable in connection with the
opinions set forth herein.
Based upon such examination, it is our opinion that the Shares which
consititute original issuance securities, when issued pursuant to the
Registration Statement and the terms and conditions of the Plan, will be legally
issued, fully paid and non-assessable under the current laws of the Commonwealth
of Virginia.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm as counsel to the
Company in the Registration Statement.
Very truly yours,
Williams Mullen Clark & Dobbins, P.C.
By: /s/ Robert E. Spicer, Jr.
------------------------------
Robert E. Spicer, Jr.
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Hilb, Rogal and Hamilton Company Employee Stock Purchase
Plan of our report dated February 10, 1999, 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, 1998, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Richmond, Virginia
February 11, 2000
