0001002105-03-000070 Sample Contracts

HILB, ROGAL AND HAMILTON COMPANY
Restricted Stock Agreement • March 28th, 2003 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia

THIS RESTRICTED STOCK AGREEMENT, dated as of this 10th day of February, 2003, between Hilb, Rogal and Hamilton Company, a Virginia corporation (“the Company”), and ______________________ (the “Employee”), is made pursuant and subject to the provisions of the Company’s 2000 Stock Incentive Plan, as amended, which is incorporated herein by reference, and any future amendments thereto (the “Plan”), a copy of which is attached. All terms used herein that are defined in the Plan shall have the same meanings given them in the Plan.

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HILB, ROGAL AND HAMILTON COMPANY EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 28th, 2003 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia

THIS AGREEMENT dated as of the 10th day of February, 2003, between Hilb, Rogal and Hamilton Company, a Virginia corporation (the “Company”), and ___________ (“Optionee”), is made pursuant and subject to the provisions of the Company’s 2000 Stock Incentive Plan, as amended (the “Plan”), a copy of which is attached. All terms used herein that are defined in the Plan shall have the same meaning given them in the Plan.

PRINCIPAL’S EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2003 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia

THIS AGREEMENT, dated 1-1-90, is made between HILB, ROGAL AND HAMILTON COMPANY OF RICHMOND, a Virginia corporation (“Employer”), and STEVEN C. DEAL (“Employee”), a resident of Richmond, Virginia.

RETIREMENT AGREEMENT
Retirement Agreement • March 28th, 2003 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia

THIS RETIREMENT AGREEMENT (the “Agreement”) is made and entered into as of the 25th day of March, 2003, by and between ANDREW L. ROGAL (“Executive”) and HILB, ROGAL AND HAMILTON COMPANY, a Virginia corporation (the “Company”).

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