FORM OF UNDERWRITING AGREEMENT] HILB, ROGAL AND HAMILTON COMPANY (a Virginia stock corporation) [•] Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • October 31st, 2002 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • New York
Hilb, Rogal and Hamilton Company, a Virginia stock corporation (the “Company”), and The Phoenix Companies, Inc., a Delaware corporation (the “Selling Shareholder”), confirm their respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Banc of America Securities LLC (“Banc of America”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Banc of America and Morgan Stanley are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Shareholder, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, no par value, of the Company
