Employment Agreement with Martin L. Vaughan, III

Amendment One to Employment Agreement

Form of Change in Control Agreement

Amendment to the Change in Control Agreement

 

EXHIBIT 10.15

 

HILB, ROGAL AND HAMILTON COMPANY

 

Senior Executive

 

Employment Agreement With

 

MARTIN L. VAUGHAN, III


EMPLOYMENT AGREEMENT

 

THIS AGREEMENT, effective the 6th day of May, 2003, by and between MARTIN L. VAUGHAN, III, an individual residing in the County of Goochland, Virginia (the “Executive”), and HILB, ROGAL AND HAMILTON COMPANY, a Virginia corporation with corporate offices located at 4951 Lake Brook Drive, Suite 500, Glen Allen, Virginia 23060 (the “Company”).

 

WHEREAS, the Company has promoted the Executive to the position of Chairman and Chief Executive Officer of the Company and wants to assure itself of the benefit of the Executive’s services and experience;

 

WHEREAS, the Executive has assumed the position of Chairman and Chief Executive Officer and is willing to continue in the employ of the Company upon the terms and conditions herein set forth; and

 

WHEREAS, recent legal changes no longer permit “split dollar” insurance arrangements for executives such as Executive, thereby requiring the abolition of his former benefit with respect to split dollar insurance;

 

NOW, THEREFORE, in consideration of the premises and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

 

I. Term of Employment.

 

(A) The term of the employment of the Executive under this Agreement shall be for the period commencing on May 6, 2003, and ending on May 31, 2005; provided, however, that commencing on May 31, 2004, and on each annual anniversary of such date (such date and each annual anniversary being hereinafter referred to as the “Renewal Date”) unless previously terminated, the term of employment shall automatically extend so as to terminate two (2) years from such Renewal Date, unless notice that the term of employment will not be extended is given by either party to the other at least 60 days prior to the Renewal Date.

 

(B) Notwithstanding the foregoing provision (A) of this Section I., the term of employment of the Executive under this Agreement shall be subject to earlier termination by:

 

(1) determination of disability of the Executive pursuant to Section IV.; or

 

(2) dismissal of the Executive from his position as Chairman and Chief Executive Officer pursuant to resolution by the Board of Directors of the Company, or failure or refusal of the Board of Directors to re-elect the Executive to the position of Chairman and Chief Executive Officer;

 

(3) resignation by Executive; or

 

(4) death of the Executive;


provided, however, that

 

(i) in the event of termination for determination of disability pursuant to Paragraph (1) above, Section IV. shall apply;

 

(ii) in the event of termination pursuant to Paragraph (2) above for Proper Cause (as defined in Section V.(A)) or pursuant to Paragraph (3) above for other than Good Reason (as defined in Section VI.(A)), Section V.(B) shall apply;

 

(iii) in the event of termination pursuant to Paragraph (2) above without Proper Cause or pursuant to Paragraph (3) above for Good Reason, Section VI.(B) shall apply;

 

(iv) in the event of retirement of the Executive upon the expiration of the term set forth in Section I.(A), Section VII shall apply; or

 

(v) in the event of termination due to the death of the Executive pursuant to Paragraph (4) above, Section VIII. shall apply.

 

II. Services To Be Rendered.

 

The Company agrees to employ the Executive as the Chairman and Chief Executive Officer of the Company, subject to the terms, conditions and provisions of this Agreement. The Executive hereby accepts such employment and agrees that he shall devote the same degree of skill and diligence in rendering services to the Company under this Agreement as he applied during his prior employment by the Company. The Executive agrees that his employment as Chairman and Chief Executive Officer of the Company pursuant to this Agreement is a full time position. Notwithstanding the foregoing, the Executive may devote a reasonable amount of his time to serving as an officer and director of other companies affiliated with the Company; to his personal investments and business affairs, including service as a director of unaffiliated companies; and to civic, political and charitable activities; provided however, the Executive shall not accept any position as a director of any unaffiliated for-profit business organization, other than positions presently held by him, without prior approval of the Board of Directors of the Company (which approval will not be unreasonably withheld).

 

III. Compensation.

 

In consideration for the services rendered to the Company under this Agreement, the Company shall pay and provide to the Executive the following compensation and benefits:

 

(A) Salary.

 

The Company shall pay the Executive an annual base salary of $488,000, payable in twenty-four equal semi-monthly installments. This annual base salary shall be reviewed annually by the Board of Directors to consider appropriate increases, but in no event shall the amount of the base salary be reduced.

 

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(B) Annual Incentive Bonus.

 

In addition to the base salary to be paid to the Executive under Section III.(A), the Executive may also be entitled to an annual incentive bonus as established and modified, from time to time, by the Board of Directors.

 

(C) Ancillary Benefits.

 

The Executive shall also be entitled to vacations, participation in the Company’s Profit Sharing Savings Plan (401K), Executive Voluntary Deferral Plan and Supplemental Executive Retirement Plan, sick leave benefits, post-retirement benefit plan, and all other ancillary benefits provided by the Company, including, but not limited to, group life, health and disability insurance coverage, consistent with the compensation policies and practices of the Company from time to time prevailing with respect to persons who are executive officers of the Company.

 

(D) Stock Based Awards.

 

The Executive shall receive such stock option awards each year as determined by the Board of Directors in its sole discretion.

 

IV. Disability.

 

(A) The term of employment of the Executive may be terminated at the election of the Company upon the Board of Director’s receiving evidence that the Executive is disabled as that term is defined in the Group Long Term Disability Insurance Certificate and Summary Plan Description for the Company’s Group Disability Plan.

 

(B) In the event of such termination for disability, the Company shall thereupon be relieved of its obligations to pay any compensation and benefits under Section III., except for accrued and unpaid items, but shall, in addition, pay to the Executive such disability compensation as set forth in any disability plan established by the Company for its executive officers.

 

V. Termination For Proper Cause or Without Good Reason.

 

(A) The occurrence of any of the following events shall constitute “Proper Cause” for termination of the employment of the Executive under this Agreement, at the election of the Board of Directors of the Company:

 

(1) the Executive shall voluntarily resign as a director, officer or employee of the Company or any of its affiliates without the written consent of the Board of Directors of the Company;

 

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(2) the Executive shall breach this Agreement in any material respect and fail to cure such breach within sixty (60) calendar days after receiving written notice of such breach from the Company; or

 

(3) the commission of a fraud, or other criminal act, by the Executive directly involving the Company or any of its affiliates which would constitute a felony if prosecuted under criminal law;

 

provided, however, the inability of the Executive to achieve favorable results of operations shall clearly not be deemed Proper Cause for termination hereunder.

 

(B) In the event of termination of the Executive’s employment by the Company pursuant to Section I.(B)(2) for Proper Cause or by the Executive pursuant to Section I.(B)(3) other than for Good Reason (as defined in Section VI.(A)), the Company shall thereupon be relieved of its obligations to pay any compensation and benefits under Section III., except for accrued and unpaid items.

 

VI. Termination for Good Reason or Without Proper Cause.

 

(A) The occurrence of any of the following events shall constitute “Good Reason” for termination of employment by Executive:

 

(1) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section II. of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

 

(2) any failure by the Company to comply with any of the provisions of Section III. of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; or

 

(3) the Company’s requiring the Executive to be principally based at any office or location other than within the Richmond, Virginia metropolitan area.

 

(B) In the event of termination of the Executive by the Company pursuant to Section I.(B)(2) without Proper Cause or by the Executive pursuant to Section I.(B)(3) for Good Reason, the Company shall thereafter be and remain obligated to the Executive (or his estate or designated beneficiary) for the following:

 

(1) continuation of the compensation and benefits provided under Section III.(A) and III.(B) and such benefits under III.(C) as are payable to a terminated employee until expiration of the term of employment established by Section I.(A) or for one (1) year, whichever is greater;

 

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(2) immediate full vesting of all unvested stock options and awards of restricted stock; and

 

(3) immediate full vesting of all benefits in the Company’s Supplemental Executive Retirement Plan.

 

(C) In the event of a dispute as to whether Executive was terminated for or without Proper Cause, or for or without Good Reason, or regarding the amount of compensation Executive is entitled to receive under this Section VI., the Company shall be obligated to continue to pay to the Executive (or his estate or designated beneficiary) all of the compensation and benefits reserved under this Section VI. until the dispute is resolved by an arbitrator pursuant to Section XVIII. hereof.

 

(D) For purposes of calculating the annual incentive bonus payable under Section III.(B), the Company shall make to the Executive (or his estate or designated beneficiary), an annual payment equal to the greater of (i) the highest annual incentive bonus payment received by Executive pursuant to Section III.(B) for the last four (4) fiscal years prior to the date of termination or (ii) fifty percent (50%) of his annual base salary.

 

VII. Retirement at Expiration of the Term of Contract.

 

In the event Executive elects to retire upon expiration of the term set forth in Section I.(A), all unvested stock options and grants of restricted stock shall immediately vest and the Executive shall become fully vested in the Company’s Supplemental Executive Retirement Plan.

 

VIII. Death.

 

In the event of termination of the Executive’s employment pursuant to Section I.(B)(4) above, the Company shall pay the Executive’s estate or designated beneficiary such death benefits as may be set forth in any life insurance plan established by the Company for its executive officers.

 

IX. Confidentiality.

 

For purposes of this Agreement, “Confidential Information” shall mean any information of a proprietary or confidential nature and trade secrets of the Company and its affiliates relating to the business of the Company and its affiliates that have not previously been publicly released by duly authorized representatives of the Company. The Executive agrees to regard and preserve as confidential all Confidential Information pertaining to the Company’s business that has been or may be obtained by the Executive in the course of his employment with the Company, whether he has such information in his memory or in writing or other physical form. The Executive shall not, without written authority from the Company to do so, use for his personal benefit or his personal purposes, unrelated to business of the Company, nor disclose to others, either during the

 

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term of his employment hereunder or thereafter, except as required by the conditions of his employment hereunder, any Confidential Information of the Company. This provision shall not apply after the Confidential Information has been voluntarily disclosed to the public by a duly authorized representative of the Company, independently developed and disclosed by others, or otherwise enters the public domain through lawful means.

 

X. Removal Of Documents Or Objects.

 

The Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or any of its affiliates, or except as specifically permitted in writing by the Company, any document or object containing or reflecting any Confidential Information of the Company. The Executive recognizes that all documents or material containing Confidential Information developed by him or by someone else in the course of employment by the Company, are the exclusive property of the Company.

 

XI. Nonpiracy Covenants.

 

(A) For the purpose of this Agreement, the following terms shall have the following meanings:

 

(1) “HRH Customers” shall be limited to those customers of the Company or its affiliates for whom there is an insurance policy or bond in force or to or for whom the Company or its affiliates are rendering services as of the date of termination of the Executive’s employment;

 

(2) “Affiliates of the Company” shall mean each of the subsidiary corporations of Hilb, Rogal and Hamilton Company engaged in business as an insurance agency as of the date of termination of the Executive’s employment;

 

(3) “Prohibited Services” shall mean services in the fields of insurance performed by the Company or its affiliates, their agents or employees in any other business engaged in by the Company or its affiliates on the date of termination of the Executive’s employment. “Fields of Insurance” does not include title insurance, but does include all lines of insurance sold by the Company or its affiliates, including, without limitation, property and casualty, life, group, accident, health, disability, and annuities;

 

(4) “Restricted Period” shall mean: (i) in the case of termination by the Company for Proper Cause or by the Executive without Good Reason, the period of two (2) years immediately following the date of termination of the Executive’s employment; and (ii) in the case of termination by the Company without Proper Cause or by the Executive for Good Reason, the period following the date of termination of the Executive’s employment during which the Executive is receiving compensation under this Agreement.

 

(B) The Executive recognizes that over a period of many years the Company has developed, at considerable expense, relationships with, and knowledge about, Customers which

 

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constitute a major part of the value of the Company. During the course of his employment by the Company, the Executive will either have substantial contact with, or obtain substantial knowledge about, these Customers. In order to protect the value of the Company’s business, the Executive covenants and agrees that, in the event of the termination of his employment for any reason, whether voluntary or involuntary and whether with or without Proper Cause or Good Reason, he shall not, directly or indirectly, for his own account or for the account of any other person or entity, as an owner, stockholder, director, employee, partner, agent, broker, consultant or other participant during the Restricted Period:

 

(1) solicit a Customer for the purpose of providing Prohibited Services to such Customer; and

 

(2) accept an invitation from a Customer for the purpose of providing Prohibited Services to such Customer.

 

Subsections (1) and (2) are separate and divisible covenants; if for any reason one covenant is held to be illegal, invalid or unenforceable, in whole or in part, the remaining covenant shall remain valid and enforceable and shall not be affected thereby. Further, the periods and scope of the restrictions set forth in any such subsection shall be reduced by the minimum amount necessary to reform such subsection to the maximum level of enforcement permitted to the Company by the law governing this Agreement. Additionally, the Executive agrees that no separate geographic limitation is needed for the foregoing nonpiracy covenants as such are not a prohibition on the Executive’s employment in the insurance agency business and are already limited to only those entities which are included within the definition of “Customer.”

 

XII. Nonraiding of Employees.

 

The Executive covenants that during his employment hereunder and the Restricted Period specified in Section XI. hereof, he will not solicit, induce or encourage for the purposes of employing or offering employment to any individuals who, as of the date of termination of the Executive’s employment, are employees of the Company or its affiliates, nor will he directly or indirectly solicit, induce or encourage any of the Company’s or its affiliates’ employees to seek employment with any other business, whether or not the Executive is then affiliated with such business.

 

XIII. Notification of Former and New Employment.

 

During the term of this Agreement and the Restricted Period specified in Section XI. hereof, the Executive covenants to notify any prospective employer or joint venturer, which is a competitor of the Company of this Agreement with the Company; and if the Executive accepts employment or establishes a relationship with such competitor, the Executive covenants to notify the Company immediately of such relationship. If the Company reasonably believes that the Executive is affiliated or employed by or with a competitor of the Company during the Restricted Period, then the Executive grants the Company the right to forward a copy of this Agreement to such competitor.

 

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XIV. Liquidated Damages.

 

(A) If the Executive breaches Sections X. or XI. of this Agreement, the Company may, at its sole option, seek liquidated damages with respect to each Customer procured by or through the Executive, directly or indirectly, in violation of Sections X. or XI. of this Agreement (with such Customers being hereafter referred to as “Lost Customers”). The Executive acknowledges that it would be difficult to calculate damages incurred by the Company in the event of such a breach and that the following liquidated damages clause, when so elected by the Company, is necessary and reasonable for the protection of the Executive. The Executive also acknowledges that the Company, at its sole option, may or may not choose to exercise this liquidated damages provision as to some or all Lost Customers. Whether or not the Company seeks liquidated or actual damages, the Company shall retain the right to obtain injunctive relief with respect to any Lost Customer and with respect to any other actions by the Executive which breach this Agreement. Finally, the Executive acknowledges that he has no right whatsoever to force the Company to exercise this liquidated damages provision, and that such choice remains entirely the Company’s. Liquidated damages shall be calculated as follows:

 

(1) A Lost Customer shall be valued at 150% of the gross revenue to the Company in the most recent twelve (12) month period preceding the date of loss of such account. If such Lost Customer had not been a Customer of the Company for an entire twelve (12) month period, such liquidated damages shall be 150% of the gross revenue which would have been, in the absence of a breach by the Executive, realized by the Company in the initial twelve (12) month period of such Customer being served by the Company.

 

(2) The Executive acknowledges that the foregoing damage amounts are fair and reasonable, that an industry rule of thumb for the valuation of any agency is 150% of revenue and that, on the margin, selected accounts may be worth much more than 150% of their annual revenue to an agency.

 

(B) The Executive shall pay such liquidated damages to the Company within ninety (90) business days after a final order is entered by the Arbitrator and received by the Executive ordering the Executive to make such payment. Thereafter, such liquidated damages shall bear interest at the prime rate of interest in effect at the Bank of Virginia. The Executive acknowledges that a broker of record letter granted during the Restricted Period, if applicable, by a Customer in favor of the Executive or any person or entity with whom or which the Executive is directly affiliated shall be prima facie evidence of a violation of Section XI. of this Agreement and establishes a rebuttable presumption in favor of the Company that Section XI. of this Agreement has been violated by the Executive. Further, the Executive acknowledges that if the Restricted Period is applicable to him, he has an affirmative duty to inform such Customer that he cannot accept its business until after the Restricted Period.

 

(C) The Executive agrees that the foregoing remedies shall be cumulative and not exclusive, shall not be waived by any partial exercise or nonexercise thereof and shall be in addition to any other remedies available to the Company at law or in equity.

 

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XV. Tolling of Restrictive Covenants During Violation.

 

If a material breach by the Executive of any of the restrictive covenants of this Agreement occurs, the Executive agrees that the restrictive period of each such covenant so materially violated shall be extended by a period of time equal to the period of such material violation by the Executive. It is the intent of this Section that the running of the restricted period of a restrictive covenant shall be tolled during any period of material violation of such covenant so that the Company shall get the full and reasonable protection for which it contracted and so that the Executive may not profit by his material breach.

 

XVI. Notices.

 

All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid:

 

(A) If to the Company, to it at the following address:

 

4951 Lake Brook Drive, Suite 500

Glen Allen, Virginia 23060

Attn: Chairman of the Board

 

(B) If to the Executive, to him at the following address:

 

309 Running Cedar Trail

Manakin-Sabot, Virginia 23103

 

or to such other place as either party shall have specified by notice in writing to the other. A copy of any notice or other communication given under this Agreement shall also be sent to the Secretary and the Treasurer of the Company addressed to such officers at the then principal office of the Company.

 

XVII. Governmental Regulation.

 

Nothing contained in this Agreement shall be construed so as to require commission of any act contrary to law and whenever there is any conflict between any provision of this Agreement and any statute, law, ordinance, order or regulation, the latter shall prevail, but in such event any such provision of this Agreement shall be curtailed and limited only to the extent necessary to bring it within the legal requirements.

 

XVIII. Arbitration.

 

Any dispute or controversy as to the interpretation, construction, application or enforcement of, or otherwise arising under or in connection with this Agreement, shall be submitted at the request of either party hereto for mandatory, final and binding arbitration in the City of Richmond, Virginia, in accordance with the commercial arbitration rules then prevailing

 

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of the American Arbitration Association. The Company and Executive waive the right to submit any controversy or dispute to a Court and/or a jury. Any award rendered therein shall provide the full remedies available to the parties under the applicable law and shall be final and binding on each of the parties hereto and their heirs, executors, administrators, successors and assigns and judgment may be entered thereon in any court having jurisdiction. The prevailing party in any such arbitration shall be entitled to an award by the arbitrator of all reasonable attorneys’ fees and expenses incurred in connection with the arbitration.

 

XIX. Indemnification by the Company.

 

The Company shall defend, indemnify and hold harmless the Executive to the fullest extent permitted by the laws of the Commonwealth of Virginia, against any all claims, causes of actions, damages and expenses (including all legal fees and expenses) in any threatened, pending or completed action, arising out of or relating in any way to action or conduct by the Executive by reason of the fact that he was a representative of the Company or was serving at the request of the Company or acts or conduct within the course of his employment pursuant to this Agreement or in his capacity as a director of the Company. If the Company contends that any action or conduct by the Executive was not within the course of his employment or is otherwise not subject to this provision, the Company shall pay to the Executive all defense costs and expenses to defend such an action and shall only be entitled to reimbursement of such fees and expenses if after a final adjudication, including all available appeals, there is a holding that the Executive was not entitled to the defense and indemnification under this provision.

 

XX. Governing Law.

 

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

 

XXI. Divisibility.

 

Should an arbitrator declare any provision of this Agreement to be invalid, such declaration shall not affect the validity of the remaining portion of any such provision or the validity of any other term or provision of this Agreement as a whole or any part thereof, other than the specific portion declared to be invalid.

 

XXII. Headings.

 

The headings to the Sections and Paragraphs of this Agreement are for convenience of reference only and in case of any conflict the text of this Agreement, rather than the headings, shall control.

 

XXIII. Successors and Assigns.

 

This Agreement is binding upon and shall inure to the benefit of the successors and assigns of the Company and the heirs, executors and legal representatives of the Executive.

 

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XXIV. Entire Agreement.

 

This Agreement contains the entire understanding of the parties with respect to the subject matter contained herein and supersedes all prior agreements, arrangements and understandings relating to the subject matter and may only be amended by a written agreement signed by the parties hereto or their duly authorized representatives.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

WITNESS:

 

 

 

 

 

 

/s/    A. Brent King


  

 

 

/s/    Martin L. Vaughan, III


A. Brent King

  

 

 

    Martin L. Vaughan, III

 

 

ATTEST:

  

HILB, ROGAL and HAMILTON COMPANY

 

 

 

/s/    Henry C. Kramer


  

By:

 

/s/    Thomas H. O’Brien


Henry C. Kramer

  

Its:

 

    Chairman of the Compensation

 

  

 

 

    Committee of the Board of Directors

 

TOP OF DOCUMENT

 

AMENDMENT TO EMPLOYMENT AGREEMENT-MARTIN L. VAUGHAN

Exhibit 10.2

AMENDMENT TO

SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

WITH

MARTIN L. VAUGHAN, III

This Amendment to Senior Executive Employment Agreement is made as of this 17 day of July, 2007, by and between HILB ROGAL & HOBBS COMPANY (the “Company”) and MARTIN L. VAUGHAN, III (the “Executive”).

WHEREAS, the Company and Executive entered into a Senior Executive Employment Agreement effective as of May 6, 2003, pursuant to which Company employs Executive as Chairman and Chief Executive Officer of the Company (the “Employment Agreement”); and

WHEREAS, the Company and Executive desire to amend certain provisions of Article III of the Employment Agreement relating to the compensation of the Executive.

NOW, THEREFORE, the parties hereto agree as follows:

 

 

1.

Paragraphs (C) and (D) of Article III of the Employment Agreement are hereby amended to provide as follows:

 

 

(C)

Ancillary Benefits.

The Executive shall also be entitled to vacations, participation in the Company’s Profit Sharing Savings Plan (401K), Executive Voluntary Deferral Plan, Supplemental Executive Retirement Plan and Supplemental Cash Incentive Plan, sick leave benefits, post-retirement benefit plan, and all other ancillary benefits provided by the Company, including, but not limited to, group life, health and disability insurance coverage, consistent with the compensation policies and practices of the Company from time to time prevailing with respect to persons who are executive officers of the Company.

 

 

(D)

Stock Based Awards.

The Executive shall receive such stock option, restricted stock and other equity-based compensation awards each year as determined by the Board of Directors in its sole discretion.

 

 

2.

Paragraph (B)(3) of Article VI of the Employment Agreement is hereby amended to provide as follows:

(3)     immediate full vesting of all benefits in the Company’s Supplemental Executive Retirement Plan and Supplemental Cash Incentive Plan.

 

 

3.

All other provisions of the Employment Agreement are to remain in full force and effect.

WITNESS the following signatures as of the date first above written.

 

EXECUTIVE

 

 

HILB ROGAL & HOBBS COMPANY

By:

 

/s/  Martin L. Vaughan, III        

 

 

By:

 

/s/  A. Brent King        

 

Martin L. Vaughan, III

Chairman and Chief Executive Officer

 

 

 

A. Brent King

Vice President and General Counsel

 

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Top of the Document

 
 
           Change of Control Employment Agreement With
 
           
                      [CORPORATE EMPLOYEE]
 
 
             CHANGE OF CONTROL EMPLOYMENT AGREEMENT
 
     AGREEMENT by and between Hilb, Rogal and Hamilton Company, a
Virginia  corporation (the "Company"), and ___ (the "Executive"),
dated as of the 1st day of July, 1998.
 
     The  Board  of Directors of the Company (the "Board"),  has
determined  that it is in the best interests of the  Company  and
its  shareholders  to  assure that  the  Company  will  have  the
continued  dedication  of  the  Executive,  notwithstanding   the
possibility,  threat  or occurrence of a Change  of  Control  (as
defined  below)  of  the  Company.   The  Board  believes  it  is
imperative  to  diminish  the  inevitable  distraction   of   the
Executive  by  virtue  of  the personal uncertainties  and  risks
created  by  a  pending or threatened Change of  Control  and  to
encourage  the Executive's full attention and dedication  to  the
Company  currently and in the event of any threatened or  pending
Change of Control, and to provide the Executive with compensation
and  benefits arrangements upon a Change of Control which  ensure
that  the compensation and benefits expectations of the Executive
will  be satisfied and which are competitive with those of  other
corporations.    Therefore,   in  order   to   accomplish   these
objectives, the Board has caused the Company to enter  into  this
Agreement.
 
     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
 
     1.   Certain Definitions.
 
          (a) The  "Effective Date" shall mean the first  date
during the Change of Control Period (as defined in Section  1(b))
on  which  a Change of Control (as defined in Section 2)  occurs.
Anything in this Agreement to the contrary notwithstanding, if  a
Change  of Control occurs and if the Executive's employment  with
the  Company is terminated prior to the date on which the  Change
of  Control occurs, and if it is reasonably demonstrated  by  the
Executive  that  such termination of employment (i)  was  at  the
request   of  a  third  party  who  has  taken  steps  reasonably
calculated to effect a Change of Control or (ii) otherwise  arose
in  connection with or anticipation of a Change of Control,  then
for  all  purposes of this Agreement the "Effective  Date"  shall
mean  the  date immediately prior to the date of such termination
of employment.
 
          (b) The  "Change of Control Period" shall  mean  the
period  commencing  on the date hereof and ending  on  the  third
anniversary   of  the  date  hereof;  provided,   however,   that
commencing  on  the date one year after the date hereof,  and  on
each  annual anniversary of such date (such date and each  annual
anniversary  thereof  shall be hereinafter  referred  to  as  the
"Renewal  Date"),  unless previously terminated,  the  Change  of
Control Period shall be automatically extended so as to terminate
three years from such Renewal Date, unless at least 60 days prior
to  the  Renewal  Date  the  Company shall  give  notice  to  the
Executive  that  the Change of Control Period  shall  not  be  so
extended.
 
          (c) "Subsidiary" shall mean any corporation that  is
directly,  or  indirectly  though  one  or  more  intermediaries,
controlled by the Company.
 
      2.   Change of Control.  For the purpose of this Agreement,
a "Change of Control" shall be deemed to have taken place if:
 
          (a) any  individual, entity or "group"  (within  the
meaning  of  Sections 13(d)(3) or 14(d)(2) of the  Exchange  Act)
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  (i)  as  a
result of any acquisition directly from the Company, or (ii) as a
result  of  any  acquisition by any employee  benefit  plans  (or
related  trusts) sponsored or maintained by the  Company  or  its
Subsidiaries; or
 
          (b) there is a change in the composition of the Board
such  that the individuals who, as of the date hereof, constitute
the  Board  (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 the  date  hereof  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   Exchange  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
 
          (c) if at any time, (i) the Company shall consolidate
with,  or merge with, any other Person and the Company shall  not
be the continuing or surviving corporation, (ii) 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,  (iii)  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 (iv) 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.
 
      3.    Employment  Period; Guaranty.  If  the  Executive  is
employed  by  the  Company and/or a Subsidiary on  the  Effective
Date,  the  Company hereby agrees to continue to  employ  and  to
cause  such  Subsidiary to continue to employ the Executive,  and
the  Executive  hereby  agrees to remain in  the  employ  of  the
Company  and/or  such  Subsidiary,  subject  to  the  terms   and
conditions  of this Agreement, for the period commencing  on  the
Effective  Date and ending on the third anniversary of such  date
(the  "Employment  Period").   For purposes  of  this  Agreement,
unless  expressly  limited to Hilb, Rogal and  Hamilton  Company,
"Company" hereinafter shall mean each of Hilb, Rogal and Hamilton
Company and/or any of its Subsidiaries that employ the Executive.
 
     4.   Terms of Employment.
 
          (a) Position and Duties.
 
                 (i) During  the  Employment  Period,  (A)  the
Executive's  position  (including  status,  offices,  titles  and
reporting  requirements), authority, duties and  responsibilities
shall be at least commensurate in all material respects with  the
most  significant of those held, exercised and  assigned  at  any
time   during  the  120-day  period  immediately  preceding   the
Effective  Date  and  (B)  the  Executive's  services  shall   be
performed  at  the  location  where the  Executive  was  employed
immediately  preceding  the  Effective  Date  or  any  office  or
location less than 35 miles from such location.
 
                (ii) During the Employment Period, and excluding
any periods of vacation and sick leave to which the Executive  is
entitled, the Executive agrees to devote reasonable attention and
time during normal business hours to the business and affairs  of
the  Company  and,  to  the  extent necessary  to  discharge  the
responsibilities assigned to the Executive hereunder, to use  the
Executive's  reasonable  best efforts to perform  faithfully  and
efficiently such responsibilities.  During the Employment  Period
it  shall  not be a violation of this Agreement for the Executive
to  (A)  serve  on  corporate,  civic  or  charitable  boards  or
committees, (B) deliver lectures, fulfill speaking engagements or
teach   at  educational  institutions  and  (C)  manage  personal
investments,  so  long  as such activities do  not  significantly
interfere    with    the   performance   of    the    Executive's
responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the
extent  that  any  such  activities have been  conducted  by  the
Executive  prior to the Effective Date, the continued conduct  of
such  activities (or the conduct of activities similar in  nature
and  scope  thereto) subsequent to the Effective Date  shall  not
thereafter  be  deemed to interfere with the performance  of  the
Executive's responsibilities to the Company.
 
          (b)  Compensation.
 
                (i) Base Salary.  During the Employment Period,
the  Executive shall receive an annual base salary ("Annual  Base
Salary"),  which shall be paid at a monthly rate, at least  equal
to  twelve times the highest monthly base salary paid or payable,
including any base salary which has been earned but deferred,  to
the  Executive  by  the Company and its affiliated  companies  in
respect  of  the  twelve-month period immediately  preceding  the
month  in which the Effective Date occurs.  During the Employment
Period, the Annual Base Salary shall be reviewed no more than  12
months  after  the last salary increase awarded to the  Executive
prior  to  the  Effective Date and thereafter at least  annually.
Any  increase in Annual Base Salary shall not serve to  limit  or
reduce   any  other  obligation  to  the  Executive  under   this
Agreement.   Annual  Base Salary shall not be reduced  after  any
such increase and the term Annual Base Salary as utilized in this
Agreement shall refer to Annual Base Salary as so increased.   As
used  in  this  Agreement, the term "affiliated companies"  shall
include  any  company controlled by, controlling or under  common
control with the Company.
 
                (ii) Annual Bonus.  In addition to  Annual  Base
Salary,  the  Executive shall be awarded, for  each  fiscal  year
ending during the Employment Period, an annual bonus (the "Annual
Bonus")  in cash at least equal to the Executive's highest  bonus
under  annual  incentive plans of the Company and its  affiliated
companies  or  any  comparable bonus  under  any  predecessor  or
successor plan, for the last three full fiscal years prior to the
Effective  Date (annualized in the event that the  Executive  was
not  employed  by the Company for the whole of such fiscal  year)
(the  "Recent  Annual Bonus").  Each such Annual Bonus  shall  be
paid  no later than the end of the third month of the fiscal year
next  following  the fiscal year for which the  Annual  Bonus  is
awarded, unless the Executive shall elect to defer the receipt of
such Annual Bonus.
 
                (iii) Incentive,  Savings and Retirement  Plans.
During the Employment Period, the Executive shall be entitled  to
participate  in  all  incentive, savings  and  retirement  plans,
practices,  policies and programs applicable generally  to  other
peer executives of the Company and its affiliated companies,  but
in  no  event shall such plans, practices, policies and  programs
provide the Executive with incentive opportunities (measured with
respect  to both regular and special incentive opportunities,  to
the extent, if any, that such distinction is applicable), savings
opportunities and retirement benefit opportunities, in each case,
less  favorable,  in the aggregate, than the  most  favorable  of
those  provided by the Company and its affiliated  companies  for
the  Executive under such plans, practices, policies and programs
as  in  effect at any time during the 120-day period  immediately
preceding  the  Effective  Date  or  if  more  favorable  to  the
Executive,  those  provided  generally  at  any  time  after  the
Effective  Date to other peer executives of the Company  and  its
affiliated companies.
 
               (iv) Welfare Benefit Plans.  During the Employment
Period, the Executive and/or the Executive's family, as the  case
may  be, shall be eligible for participation in and shall receive
all benefits under welfare benefit plans, practices, policies and
programs  provided  by  the Company and its affiliated  companies
(including,  without  limitation, medical, prescription,  dental,
disability,  employee  life,  group life,  accidental  death  and
travel  accident  insurance plans and  programs)  to  the  extent
applicable generally to other peer executives of the Company  and
its  affiliated  companies, but in no  event  shall  such  plans,
practices,  policies  and  programs provide  the  Executive  with
benefits  which  are less favorable, in the aggregate,  than  the
most favorable of such plans, practices, policies and programs in
effect  for  the Executive at any time during the 120-day  period
immediately preceding the Effective Date or, if more favorable to
the  Executive,  those provided generally at any time  after  the
Effective  Date to other peer executives of the Company  and  its
affiliated companies.
 
                (v) Expenses.  During the Employment Period  the
Executive  shall be entitled to receive prompt reimbursement  for
all  reasonable expenses incurred by the Executive in  accordance
with the most favorable policies, practices and procedures of the
Company  and its affiliated companies in effect for the Executive
at  any time during the 120-day period immediately preceding  the
Effective  Date  or, if more favorable to the  Executive,  as  in
effect  generally  at any time thereafter with respect  to  other
peer executives of the Company and its affiliated companies.
 
                (vi) Fringe  Benefits.   During  the  Employment
Period,  the  Executive  shall be entitled  to  fringe  benefits,
including,   without  limitation,  tax  and  financial   planning
services,  payment of club dues, and, if applicable,  use  of  an
automobile  and  payment of related expenses, in accordance  with
the most favorable plans, practices, programs and policies of the
Company  and its affiliated companies in effect for the Executive
at  any time during the 120-day period immediately preceding  the
Effective  Date  or, if more favorable to the  Executive,  as  in
effect  generally  at any time thereafter with respect  to  other
peer executives of the Company and its affiliated companies.
 
                (vii) Office  and  Support  Staff.   During  the
Employment Period, the Executive shall be entitled to  an  office
or offices of a size and with furnishings and other appointments,
and  to  exclusive personal secretarial and other assistance,  at
least  equal  to the most favorable of the foregoing provided  to
the  Executive by the Company and its affiliated companies at any
time   during  the  120-day  period  immediately  preceding   the
Effective  Date  or,  if  more favorable  to  the  Executive,  as
provided  generally at any time thereafter with respect to  other
peer executives of the Company and its affiliated companies.
 
                (viii) Vacation.  During the Employment  Period,
the  Executive  shall be entitled to paid vacation in  accordance
with  the  most favorable plans, policies, programs and practices
of  the Company and its affiliated companies as in effect for the
Executive  at  any  time  during the 120-day  period  immediately
preceding  the  Effective  Date or,  if  more  favorable  to  the
Executive,  as  in effect generally at any time  thereafter  with
respect  to  other  peer  executives  of  the  Company  and   its
affiliated companies.
 
     5.   Termination of Employment.
 
          (a)   Death or Disability.  The Executive's employment
shall  terminate automatically upon the Executive's death  during
the  Employment Period.  If the Company determines in good  faith
that  the  Disability  of the Executive has occurred  during  the
Employment  Period (pursuant to the definition of Disability  set
forth  below),  it  may give to the Executive written  notice  in
accordance with Section 12(b) of this Agreement of its  intention
to  terminate  the Executive's employment.  In  such  event,  the
Executive's employment with the Company shall terminate effective
on  the  30th  day after receipt of such notice by the  Executive
(the  "Disability Effective Date"), provided that, within the  30
days after such receipt, the Executive shall not have returned to
full-time performance of the Executive's duties.  For purposes of
this  Agreement,  "Disability" shall mean that the  Executive  is
unable,  by  reason of physical or mental incapacity, to  perform
his  duties  to  the Company on a full-time basis  for  a  period
longer  than  three (3) consecutive months or more than  six  (6)
months in any consecutive twelve (12)-month period. The existence
of  a Disability shall be determined by the Board of Directors of
the  Company, based upon due consideration of the opinion of  the
Executive's  personal physician or physicians and of the  opinion
of any physician or physicians selected by the Board of Directors
for  these  purposes.   If  the  Executive's  personal  physician
disagrees  with the physician retained by the Company, the  Board
of  Directors will retain an impartial physician selected by  the
Executive's  personal physician and the Company's  physician  and
the  opinion of the impartial physician shall be binding upon the
Company  and  the  Executive.   The  Executive  shall  submit  to
examination  by  any physician or physicians so selected  by  the
Board  of Directors, and shall otherwise cooperate with the Board
of  Directors in making the determination contemplated hereunder,
such  cooperation to include, without limitation,  consenting  to
the  release of information by any such physician(s) to the Board
of Directors.
 
 
          (b) Cause.  The Company may terminate the Executive's
employment during the Employment Period for Cause.  For  purposes
of this Agreement, "Cause" shall mean:
 
                (i) the  willful and continued failure  of  the
Executive  to perform substantially the Executive's  duties  with
the Company or one of its affiliates (other than any such failure
resulting  from  incapacity due to physical or  mental  illness),
after  a  written demand for substantial performance is delivered
to  the Executive by the Board or the Chief Executive Officer  of
the Company which specifically identifies the manner in which the
Board or Chief Executive Officer believes that the Executive  has
not substantially performed the Executive's duties, or
 
                (ii) the  willful engaging by the  Executive  in
illegal  conduct  or  gross misconduct which  is  materially  and
demonstrably injurious to the Company.
 
For  purposes of this provision, no act or failure to act, on the
part of the Executive, shall be considered "willful" unless it is
done,  or  omitted to be done, by the Executive in bad  faith  or
without reasonable belief that the Executive's action or omission
was in the best interests of the Company.  Any act, or failure to
act,  based  upon  authority given pursuant to a resolution  duly
adopted  by  the  Board  or upon the instructions  of  the  Chief
Executive  Officer or a senior officer of the  Company  or  based
upon  the advice of counsel for the Company shall be conclusively
presumed  to be done, or omitted to be done, by the Executive  in
good  faith  and  in  the best interests  of  the  Company.   The
cessation  of employment of the Executive shall not be deemed  to
be  for Cause unless and until there shall have been delivered to
the  Executive  a  copy  of  a resolution  duly  adopted  by  the
affirmative  vote of not less than three-quarters of  the  entire
membership of the Board at a meeting of the Board called and held
for  such  purpose (after reasonable notice is  provided  to  the
Executive  and  the  Executive is given an opportunity,  together
with counsel, to be heard before the Board), finding that, in the
good  faith opinion of the Board, the Executive is guilty of  the
conduct  described  in  subparagraph  (i)  or  (ii)  above,   and
specifying the particulars thereof in detail.
 
          (c) Good  Reason;  Window Period.   The  Executive's
employment may be terminated (i) during the Employment Period  by
the Executive for Good Reason or (ii) during the Window Period by
Executive  without any reason.  For purposes of  this  Agreement,
"Window   Period"  shall  mean  the  30-day  period   immediately
following  the  first  anniversary of the  Effective  Date.   For
purposes of this Agreement, "Good Reason" shall mean:
 
               (i) the assignment to the Executive of any duties
inconsistent  in  any  respect  with  the  Executive's   position
(including  status, offices, titles and reporting  requirements),
authority, duties or responsibilities as contemplated by  Section
4(a)  of this Agreement, or any other action by the Company which
results  in a diminution in such position, authority,  duties  or
responsibilities,  excluding  for  this  purpose   an   isolated,
insubstantial and inadvertent action not taken in bad  faith  and
which is remedied by the Company promptly after receipt of notice
thereof given by the Executive;
 
               (ii) any failure by the Company to comply with any
of  the provisions of Section 4(b) of this Agreement, other  than
an  isolated, insubstantial and inadvertent failure not occurring
in  bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Executive;
 
               (iii) the Company's requiring the Executive to
be  based  at  any office or location other than as  provided  in
Section   4(a)(i)(B)  hereof  or  the  Company's  requiring   the
Executive  to  travel  on  Company business  to  a  substantially
greater  extent than required immediately prior to the  Effective
Date;
 
                (iv) any purported termination by the Company  of
the  Executive's employment otherwise than as expressly permitted
by this Agreement; or
 
                 (v) any failure by the Company to comply with and
satisfy Section 11(c) of this Agreement.
 
For  purposes  of this Section 5(c), any good faith determination
of "Good Reason" made by the Executive shall be conclusive.
 
           (d)   Notice of Termination.  Any termination  by  the
Company  for Cause, or by the Executive during the Window  Period
or   for  Good  Reason,  shall  be  communicated  by  Notice   of
Termination  to  the other party hereto given in accordance  with
Section 12(b) of this Agreement.  For purposes of this Agreement,
a  "Notice  of  Termination" means a  written  notice  which  (i)
indicates  the  specific termination provision in this  Agreement
relied  upon,  (ii)  to  the  extent applicable,  sets  forth  in
reasonable detail the facts and circumstances claimed to  provide
a  basis for termination of the Executive's employment under  the
provision  so indicated and (iii) if the Date of Termination  (as
defined  below) is other than the date of receipt of such notice,
specifies the termination date (which date shall be not more than
thirty days after the giving of such notice).  The failure by the
Executive  or  the  Company  to  set  forth  in  the  Notice   of
Termination  any  fact  or circumstance which  contributes  to  a
showing of Good Reason or Cause shall not waive any right of  the
Executive or the Company, respectively, hereunder or preclude the
Executive or the Company, respectively, from asserting such  fact
or  circumstance  in enforcing the Executive's or  the  Company's
rights hereunder.
 
           (e)  Date of Termination.  "Date of Termination" means
(i)  if  the Executive's employment is terminated by the  Company
for  Cause, or by the Executive during the Window Period  or  for
Good Reason, the date of receipt of the Notice of Termination  or
any later date specified therein, as the case may be, (ii) if the
Executive's  employment is terminated by the Company  other  than
for  Cause  or Disability, the Date of Termination shall  be  the
date  on  which  the  Company  notifies  the  Executive  of  such
termination and (iii) if the Executive's employment is terminated
by  reason of death or Disability, the Date of Termination  shall
be the date of death of the Executive or the Disability Effective
Date, as the case may be.
 
     6.   Obligations of the Company upon Termination.
 
          (a) During  the  Window  Period.  If,  during   the
Employment  Period,  the  Executive  shall  terminate  employment
without any reason during the Window Period:
 
                (i)  the Company shall pay to the Executive in  a
lump sum in cash within 30 days after the Date of Termination the
sum of (1) the Executive's Annual Base Salary through the Date of
Termination  to  the  extent not theretofore  paid  and  (2)  the
product of (x) the higher of (I) the Recent Annual Bonus and (II)
the  Annual Bonus paid or payable, including any bonus or portion
thereof  which  has been earned but deferred (and annualized  for
any  fiscal  year consisting of less than twelve full  months  or
during which the Executive was employed for less than twelve full
months),  for the most recently completed fiscal year during  the
Employment  Period, if any (such higher amount being referred  to
as  the "Highest Annual Bonus") and (y) a fraction, the numerator
of which is the number of days in the current fiscal year through
the Date of Termination, and the denominator of which is 365,  in
each  case  to the extent not theretofore paid (the  sum  of  the
amounts  described  in clauses (1) and (2) shall  be  hereinafter
referred to as the "Accrued Obligations");  and
 
                (ii) the  amount equal to the  sum  of  (x)  the
Executive's Annual Base Salary and (y) the Highest Annual  Bonus;
and
 
               (iii) for  three  years after the  Executive's
Date of Termination, or such longer period as may be provided  by
the  terms of the appropriate plan, program, practice or  policy,
the  Company shall continue benefits to the Executive and/or  the
Executive's family at least equal to those which would have  been
provided   to  them  in  accordance  with  the  plans,  programs,
practices  and  policies described in Section  4(b)(iv)  of  this
Agreement  if the Executive's employment had not been  terminated
or, if more favorable to the Executive, as in effect generally at
any  time thereafter with respect to other peer executives of the
Company   and  its  affiliated  companies  and  their   families,
provided, however, that if the Executive becomes reemployed  with
another  employer  and is eligible to receive  medical  or  other
welfare  benefits  under  another  employer  provided  plan,  the
medical  and  other welfare benefits described  herein  shall  be
secondary  to  those provided under such other plan  during  such
applicable  period of eligibility.  For purposes  of  determining
eligibility (but not the time of commencement of benefits) of the
Executive for retiree benefits pursuant to such plans, practices,
programs and policies, the Executive shall be considered to  have
remained employed until three years after the Date of Termination
and to have retired on the last day of such period; and
 
               (iv) to the  extent  not  theretofore   paid   or
provided,  the  Company  shall  timely  pay  or  provide  to  the
Executive  any other amounts or benefits required to be  paid  or
provided or which the Executive is eligible to receive under  any
plan, program, policy or practice or contract or agreement of the
Company  and  its  affiliated companies (such other  amounts  and
benefits   shall  be  hereinafter  referred  to  as  the   "Other
Benefits").
 
           (b) Good  Reason;  Other Than for  Cause,  Death  or
Disability.  If, during the Employment Period, the Company  shall
terminate the Executive's employment other than for Cause,  Death
or  Disability  or the Executive shall terminate  employment  for
Good Reason:
 
               (i) the Company shall pay to the Executive in  a
lump sum in cash within 30 days after the Date of Termination the
aggregate of the following amounts:
 
                   A.   the Accrued Obligations; and
 
                   B.   the amount equal to the product of  (1)
three  and (2) the sum of (x) the Executive's Annual Base  Salary
and (y) the Highest Annual Bonus; and
 
                   C.   an amount equal to the excess of (a) the
actuarial  equivalent of the benefit under the qualified  defined
benefit  retirement plan of the Company or any of its  affiliated
companies    (the   "Retirement   Plan")   (utilizing   actuarial
assumptions  no  less favorable to the Executive  than  those  in
effect  under  the  Retirement  Plan  immediately  prior  to  the
Effective  Date), and any excess or supplemental retirement  plan
of  the  Company or any of its affiliated companies in which  the
Executive  participates (together, the "BRP") which the Executive
would  receive if the Executive's employment continued for  three
years  after  the Date of Termination assuming for  this  purpose
that  all  accrued benefits are fully vested, and, assuming  that
the  Executive's compensation in each of the three years is  that
required  by Section 4(b)(i) and Section 4(b)(ii), over  (b)  the
actuarial equivalent of the Executive's actual benefit  (paid  or
payable), if any, under the Retirement Plan and the BRP as of the
Date of Termination;
 
               (ii) for three years after the Executive's Date  of
Termination,  or  such longer period as may be  provided  by  the
terms  of the appropriate plan, program, practice or policy,  the
Company  shall  continue  benefits to the  Executive  and/or  the
Executive's family at least equal to those which would have  been
provided   to  them  in  accordance  with  the  plans,  programs,
practices  and  policies described in Section  4(b)(iv)  of  this
Agreement  if the Executive's employment had not been  terminated
or, if more favorable to the Executive, as in effect generally at
any  time thereafter with respect to other peer executives of the
Company   and  its  affiliated  companies  and  their   families,
provided, however, that if the Executive becomes reemployed  with
another  employer  and is eligible to receive  medical  or  other
welfare  benefits  under  another  employer  provided  plan,  the
medical  and  other welfare benefits described  herein  shall  be
secondary  to  those provided under such other plan  during  such
applicable  period of eligibility.  For purposes  of  determining
eligibility (but not the time of commencement of benefits) of the
Executive for retiree benefits pursuant to such plans, practices,
programs and policies, the Executive shall be considered to  have
remained employed until three years after the Date of Termination
and to have retired on the last day of such period;
 
               (iii) the  Company shall, at its sole  expense
as incurred, provide the Executive with outplacement services the
scope and provider of which shall be selected by the Executive in
his sole discretion; and
 
               (iv) to the  extent  not  theretofore   paid   or
provided,  the  Company  shall  timely  pay  or  provide  to  the
Executive  any other amounts or benefits required to be  paid  or
provided or which the Executive is eligible to receive under  any
plan, program, policy or practice or contract or agreement of the
Company  and  its  affiliated companies (such other  amounts  and
benefits   shall  be  hereinafter  referred  to  as  the   "Other
Benefits").
 
          (c) Death.    If   the  Executive's   employment   is
terminated  by  reason  of  the  Executive's  death  during   the
Employment Period, this Agreement shall terminate without further
obligations to the Executive's legal representatives  under  this
Agreement, other than for payment of Accrued Obligations and  the
timely   payment   or  provision  of  Other  Benefits.    Accrued
Obligations   shall  be  paid  to  the  Executive's   estate   or
beneficiary, as applicable, in a lump sum in cash within 30  days
of  the  Date  of Termination.  With respect to the provision  of
Other  Benefits,  the  term Other Benefits as  utilized  in  this
Section   6(c)  shall  include,  without  limitation,   and   the
Executive's  estate  and/or beneficiaries shall  be  entitled  to
receive,  benefits at least equal to the most favorable  benefits
provided  by the Company and affiliated companies to the  estates
and  beneficiaries  of peer executives of the  Company  and  such
affiliated  companies under such plans, programs,  practices  and
policies  relating to death benefits, if any, as in  effect  with
respect to other peer executives and their beneficiaries  at  any
time   during  the  120-day  period  immediately  preceding   the
Effective  Date  or, if more favorable to the Executive's  estate
and/or the Executive's beneficiaries, as in effect on the date of
the  Executive's death with respect to other peer  executives  of
the Company and its affiliated companies and their beneficiaries.
 
           (d) Disability.   If the Executive's  employment  is
terminated  by  reason of the Executive's Disability  during  the
Employment Period, this Agreement shall terminate without further
obligations to the Executive, other than for payment  of  Accrued
Obligations  and  the  timely  payment  or  provision  of   Other
Benefits.  Accrued Obligations shall be paid to the Executive  in
a  lump  sum  in cash within 30 days of the Date of  Termination.
With  respect to the provision of Other Benefits, the term  Other
Benefits as utilized in this Section 6(d) shall include, and  the
Executive  shall be entitled after the Disability Effective  Date
to  receive, disability and other benefits at least equal to  the
most favorable of those generally provided by the Company and its
affiliated companies to disabled executives and/or their families
in  accordance with such plans, programs, practices and  policies
relating  to  disability,  if any, as in  effect  generally  with
respect  to other peer executives and their families at any  time
during  the  120-day period immediately preceding  the  Effective
Date   or,  if  more  favorable  to  the  Executive  and/or   the
Executive's family, as in effect at any time thereafter generally
with  respect  to  other peer executives of the Company  and  its
affiliated companies and their families.
 
           (e) Cause;  Other  than for  Good  Reason.   If  the
Executive's employment shall be terminated for Cause  during  the
Employment Period, this Agreement shall terminate without further
obligations to the Executive other than the obligation to pay  to
the  Executive  (x) his Annual Base Salary through  the  Date  of
Termination,  (y)  the  amount  of  any  compensation  previously
deferred  by the Executive, and (z) Other Benefits, in each  case
to  the  extent theretofore unpaid.  If the Executive voluntarily
terminates  employment during the Employment Period, excluding  a
termination  for  Good  Reason, this  Agreement  shall  terminate
without  further  obligations to the Executive,  other  than  for
Accrued Obligations and the timely payment or provision of  Other
Benefits.  In such case, all Accrued Obligations shall be paid to
the Executive in a lump sum in cash within 30 days of the Date of
Termination.
 
      7.    Non-exclusivity of Rights.  Nothing in this Agreement
shall  prevent  or  limit the Executive's  continuing  or  future
participation  in any plan, program, policy or practice  provided
by  the Company or any of its affiliated companies and for  which
the  Executive may qualify, nor, subject to Section 12(f),  shall
anything  herein  limit or otherwise affect such  rights  as  the
Executive  may  have  under any contract or  agreement  with  the
Company  or any of its affiliated companies.  Amounts  which  are
vested  benefits or which the Executive is otherwise entitled  to
receive  under any plan, policy, practice or program  of  or  any
contract  or agreement with the Company or any of its  affiliated
companies  at or subsequent to the Date of Termination  shall  be
payable in accordance with such plan, policy, practice or program
or  contract or agreement except as explicitly modified  by  this
Agreement.
 
      8.   Full Settlement.  The Company's obligation to make the
payments provided for in this Agreement and otherwise to  perform
its  obligations hereunder shall not be affected by any  set-off,
counterclaim, recoupment, defense or other claim, right or action
which  the Company may have against the Executive or others.   In
no   event  shall  the  Executive  be  obligated  to  seek  other
employment or take any other action by way of mitigation  of  the
amounts  payable to the Executive under any of the provisions  of
this  Agreement and such amounts shall not be reduced whether  or
not  the Executive obtains other employment.  The Company  agrees
to  pay  as  incurred, to the full extent permitted by  law,  all
legal  fees and expenses which the Executive may reasonably incur
as a result of any contest (regardless of the outcome thereof) by
the  Company,  the  Executive  or  others  of  the  validity   or
enforceability  of,  or liability under, any  provision  of  this
Agreement or any guarantee of performance thereof (including as a
result  of any contest by the Executive about the amount  of  any
payment  pursuant to this Agreement), plus in each case  interest
on  any  delayed payment at the applicable Federal rate  provided
for  in  Section  7872(f)(2)(A) of the Internal Revenue  Code  of
1986, as amended (the "Code").
 
     9.   Certain Additional Payments by the Company.
 
          (a) Anything  in  this  Agreement  to  the  contrary
notwithstanding and except as set forth below, in  the  event  it
shall  be  determined  that any payment or  distribution  by  the
Company  to or for the benefit of the Executive (whether paid  or
payable or distributed or distributable pursuant to the terms  of
this Agreement or otherwise, but determined without regard to any
additional  payments required under this Section 9) (a "Payment")
would be subject to the excise tax imposed by Section 4999 of the
Code  or  any interest or penalties are incurred by the Executive
with  respect to such excise tax (such excise tax, together  with
any  such  interest  and penalties, are hereinafter  collectively
referred  to  as the "Excise Tax"), then the Executive  shall  be
entitled  to receive an additional payment (a "Gross-Up Payment")
in  an  amount  such that after payment by the Executive  of  all
taxes  (including any interest or penalties imposed with  respect
to  such taxes), including, without limitation, any income  taxes
(and any interest and penalties imposed with respect thereto) and
Excise  Tax  imposed  upon the Gross-Up  Payment,  the  Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed   upon  the  Payments.   Notwithstanding  the   foregoing
provisions  of this Section 9(a), if it shall be determined  that
the  Executive is entitled to a Gross-Up Payment,  but  that  the
Payments do not exceed 110% of the greatest amount that could  be
paid to the Executive such that the receipt of Payments would not
give rise to any Excise Tax (the "Reduced Amount"), then no Gross-
Up  Payment  shall be made to the Executive and the Payments,  in
the aggregate, shall be reduced to the Reduced Amount.
 
           (b) Subject to the provisions of Section  9(c),  all
determinations  required  to  be  made  under  this  Section   9,
including whether and when a Gross-Up Payment is required and the
amount  of  such  Gross-Up  Payment and  the  assumptions  to  be
utilized  in arriving at such determination, shall be made  by  a
nationally recognized certified public accounting firm as may  be
designated  by the Executive (the "Accounting Firm") which  shall
provide detailed supporting calculations both to the Company  and
the  Executive within 15 business days of the receipt  of  notice
from the Executive that there has been a Payment, or such earlier
time  as  is  requested by the Company.  In the  event  that  the
Accounting  Firm  is  serving as accountant or  auditor  for  the
individual, entity or group effecting the Change of Control,  the
Executive  shall appoint another nationally recognized accounting
firm   to  make  the  determinations  required  hereunder  (which
accounting firm shall then be referred to as the Accounting  Firm
hereunder).  All fees and expenses of the Accounting  Firm  shall
be  borne  solely  by  the  Company.  Any  Gross-Up  Payment,  as
determined  pursuant  to this Section 9, shall  be  paid  by  the
Company to the Executive within five days of the receipt  of  the
Accounting  Firm's  determination.   Any  determination  by   the
Accounting  Firm  shall  be  binding upon  the  Company  and  the
Executive.  As a result of the uncertainty in the application  of
Section 4999 of the Code at the time of the initial determination
by  the  Accounting Firm hereunder, it is possible that  Gross-Up
Payments which will not have been made by the Company should have
been  made  ("Underpayment"), consistent  with  the  calculations
required  to  be made hereunder.  In the event that  the  Company
exhausts  its remedies pursuant to Section 9(c) and the Executive
thereafter is required to make a payment of any Excise  Tax,  the
Accounting  Firm  shall determine the amount of the  Underpayment
that  has  occurred and any such Underpayment shall  be  promptly
paid by the Company to or for the benefit of the Executive.
 
           (c) The Executive shall notify the Company in writing
of any claim by the Internal Revenue Service that, if successful,
would require the payment by the Company of the Gross-Up Payment.
Such  notification shall be given as soon as practicable  but  no
later  than ten business days after the Executive is informed  in
writing of such claim and shall apprise the Company of the nature
of such claim and the date on which such claim is requested to be
paid.   The  Executive  shall not pay such  claim  prior  to  the
expiration  of the 30-day period following the date on  which  it
gives  such notice to the Company (or such shorter period  ending
on  the date that any payment of taxes with respect to such claim
is  due).  If the Company notifies the Executive in writing prior
to  the expiration of such period that it desires to contest such
claim, the Executive shall:
 
                (i) give the Company any information reasonably
requested by the Company relating to such claim,
 
                (ii) take  such  action  in  connection   with
contesting such claim as the Company shall reasonably request  in
writing   from  time  to  time,  including,  without  limitation,
accepting legal representation with respect to such claim  by  an
attorney reasonably selected by the Company,
 
               (iii) cooperate with the Company in good faith
in order effectively to contest such claim, and
 
                (iv) permit the Company to participate in any pro
ceedings  relating  to such claim; provided,  however,  that  the
Company  shall  bear  and  pay directly all  costs  and  expenses
(including   additional   interest  and  penalties),incurred   in
connection  with such contest and shall indemnify  and  hold  the
Executive harmless, on an after-tax basis, for any Excise Tax  or
income   tax  (including  interest  and  penalties  with  respect
thereto)  imposed as a result of such representation and  payment
of  costs  and  expenses.  Without limitation  on  the  foregoing
provisions  of this Section 9(c), the Company shall  control  all
proceedings  taken in connection with such contest  and,  at  its
sole  option,  may  pursue or forgo any  and  all  administrative
appeals,  proceedings, hearings and conferences with  the  taxing
authority  in respect of such claim and may, at its sole  option,
either direct the Executive to pay the tax claimed and sue for  a
refund  or contest the claim in any permissible manner,  and  the
Executive  agrees  to prosecute such contest to  a  determination
before  any  administrative  tribunal,  in  a  court  of  initial
jurisdiction and in one or more appellate courts, as the  Company
shall  determine; provided, however, that if the Company  directs
the Executive to pay such claim and sue for a refund, the Company
shall advance the amount of such payment to the Executive, on  an
interest-free  basis and shall indemnify and hold  the  Executive
harmless,  on an after-tax basis, from any Excise Tax  or  income
tax  (including  interest  or  penalties  with  respect  thereto)
imposed  with  respect to such advance or  with  respect  to  any
imputed income with respect to such advance; and further provided
that  any  extension  of the statute of limitations  relating  to
payment  of  taxes  for the taxable year of  the  Executive  with
respect  to which such contested amount is claimed to be  due  is
limited  solely  to  such  contested  amount.   Furthermore,  the
Company's control of the contest shall be limited to issues  with
respect  to  which a Gross-Up Payment would be payable  hereunder
and  the Executive shall be entitled to settle or contest, as the
case  may  be,  any  other issue raised by the  Internal  Revenue
Service or any other taxing authority.
 
           (d) If,  after  the receipt by the Executive  of  an
amount  advanced  by the Company pursuant to  Section  9(c),  the
Executive becomes entitled to receive any refund with respect  to
such  claim,  the  Executive  shall  (subject  to  the  Company's
complying with the requirements of Section 9(c)) promptly pay  to
the Company the amount of such refund (together with any interest
paid  or  credited thereon after taxes applicable thereto).   If,
after  the receipt by the Executive of an amount advanced by  the
Company  pursuant to Section 9(c), a determination is  made  that
the Executive shall not be entitled to any refund with respect to
such  claim  and  the Company does not notify  the  Executive  in
writing  of its intent to contest such denial of refund prior  to
the  expiration  of 30 days after such determination,  then  such
advance shall be forgiven and shall not be required to be  repaid
and  the  amount  of  such advance shall offset,  to  the  extent
thereof, the amount of Gross-Up Payment required to be paid.
 
     10.  Restrictive Covenants.
 
          (a) Confidential Information.  The  Executive  shall
hold  in a fiduciary capacity for the benefit of the Company  all
secret or confidential information, knowledge or data relating to
the  Company  or  any  of  its affiliated  companies,  and  their
respective  businesses, which shall have  been  obtained  by  the
Executive during the Executive's employment by the Company or any
of  its  affiliated companies and which shall not  be  or  become
public  knowledge  (other  than  by  acts  by  the  Executive  or
representatives of the Executive in violation of this Agreement).
After termination of the Executive's employment with the Company,
the Executive shall not, without the prior written consent of the
Company  or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it.
 
           (b) Nonraiding of Employees. The Executive covenants
that during his employment hereunder and for a period of two  (2)
years   immediately   following  the  date  of   termination   of
Executive's employment, but only if said termination is voluntary
or  for  Cause, he will not solicit, induce or encourage for  the
purposes  of  employing or offering employment to any individuals
who, as of the date of termination of the Executive's employment,
are  employees  of  the Company or its affiliates,  nor  will  he
directly  or indirectly solicit, induce or encourage any  of  the
Company's  or  its affiliates' employees to seek employment  with
any  other  business,  whether  or  not  the  Executive  is  then
affiliated with such business.
 
                 In no event shall an asserted violation of the
provisions of this Section  10  constitute a basis for deferring or
withholding any amounts otherwise payable to the Executive under
this Agreement.
 
     11.  Successors.
 
          (a) This Agreement is personal to the Executive
and without the prior written consent of the Company shall not be
assignable by the Executive otherwise than by will or the laws of
descent  and  distribution.  This Agreement shall  inure  to  the
benefit   of   and  be  enforceable  by  the  Executive's   legal
representatives.
 
          (b) This Agreement shall inure to the benefit of  and
be binding upon the Company and its successors and assigns.
 
          (c) The  Company will require any successor (whether
direct  or  indirect,  by  purchase,  merger,  consolidation   or
otherwise)  to  all or substantially all of the  business  and/or
assets  of  the Company to assume expressly and agree to  perform
this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had
taken place.  As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor to its business
and/or  assets as aforesaid which assumes and agrees  to  perform
this Agreement by operation of law, or otherwise.
 
 
     12.  Miscellaneous.
 
          (a)  This Agreement shall be governed by and construed
in  accordance  with  the  laws of the Commonwealth  of  Virginia
without  reference  to  principles  of  conflict  of  laws.   The
captions of this Agreement are not part of the provisions  hereof
and  shall  have no force or effect.  This Agreement may  not  be
amended  or  modified  otherwise  than  by  a  written  agreement
executed by the parties hereto or their respective successors and
legal representatives.
 
          (b)  All  notices and other communications  hereunder
shall  be in writing and shall be given by hand delivery  to  the
other  party  or by registered or certified mail, return  receipt
requested, postage prepaid, addressed as follows:
 
             If to the Executive:
 
 
 
 
 
             If to the Company:
 
               Hilb, Rogal and Hamilton Company
               4235 Innslake Drive
               Glen Allen, Virginia 23060
               Attention:  Chief Executive Officer
 
 
or  to such other address as either party shall have furnished to
the   other  in  writing  in  accordance  herewith.   Notice  and
communications shall be effective when actually received  by  the
addressee.
 
           (c) The  invalidity or unenforceability of  any  pro
vision  of  this  Agreement  shall not  affect  the  validity  or
enforceability of any other provision of this Agreement.
 
           (d) The Company may withhold from any amounts payable
under  this Agreement such federal, state, local or foreign taxes
as  shall  be required to be withheld pursuant to any  applicable
law or regulation.
 
           (e) The Executive's or the Company's failure to insist
upon  strict  compliance with any provision of this Agreement  or
the  failure to assert any right the Executive or the Company may
have  hereunder, including, without limitation, the right of  the
Executive  to  terminate employment for Good Reason  pursuant  to
Section 5(c)(i)-(v) of this Agreement, shall not be deemed to  be
a  waiver  of  such provision or right or any other provision  or
right of this Agreement.
 
           (f) The Executive and the Company acknowledge  that,
except  as  may  otherwise be provided under  any  other  written
agreement  between the Executive and the Company, the  employment
of  the  Executive by the Company is "at will"  and,  subject  to
Section 1(a) hereof, prior to the Effective Date, the Executive's
employment and/or this Agreement may be terminated by either  the
Executive or the Company at any time prior to the Effective Date,
in  which  case the Executive shall have no further rights  under
this   Agreement.   From  and  after  the  Effective  Date,  this
Agreement shall become effective, and shall replace and supercede
any  existing  Employment Agreement between the Company  and  the
Executive, to the extent its terms are more advantageous  to  the
Executive,  except  that  any covenants contained  in  any  prior
agreement   between   Executive  and  the   Company   restricting
Executive's ability to compete with or to solicit the  employees,
clients  or  customers of the Company, or to use or disclose  any
Confidential  Information (as that term is defined  in  any  such
agreement), shall remain in full force and effect.
 
 
      IN  WITNESS  WHEREOF, the Executive has  hereunto  set  the
Executive's  hand  and,  pursuant to the authorization  from  its
Board  of Directors, the Company has caused these presents to  be
executed  in its name on its behalf, all as of the day  and  year
first above written.
 
 
                              HILB, ROGAL AND HAMILTON COMPANY
 
 
                              By:
                                     _____________________________________
 
                              Title:
                                     _____________________________________
 
 
 
 
 
 
                                    __________________________________________
                                                    [Name of Executive]
 

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FORM OF FIRST AMENDMENT TO CHANGE OF CONTROL EMPLOYMENT AGREEMENT

Exhibit 10.12

 

FIRST AMENDMENT

TO

CHANGE OF CONTROL EMPLOYMENT AGREEMENT

 

This First Amendment is made this              day of December, 2004, to that certain Change of Control Employment Agreement between HILB ROGAL & HOBBS COMPANY (“Company”) and [, dated July 1, 1998, and attached hereto as Exhibit A (“Old Agreement”).

 

Whereas, the Human Resources & Compensation Committee of the Company has requested a review of the Old Agreement’s provisions;

 

Whereas, the Old Agreement may be terminated by the Company at any time prior to its Effective Date (as therein defined);

 

Whereas, the Human Resources & Compensation Committee believes, based on the aforesaid review, the Old Agreement should be modified to ensure that a prospective purchaser of the Company be reasonably assured that any executives paid under the Old Agreement, as amended herein, be subject to reasonable restrictions commensurate to the Employment Period (as defined therein);

 

Therefore, it is agreed as follows:

 

1.

Section 10(b) (and the language following Section 10(b)) and Section 12(a) shall be deleted from the Old Agreement.

 

2.

The following language shall be substituted, or added, as the case may be:

 

 

10.

Restrictive Covenants.

 

(b) Nonraiding of Employees. The Executive covenants during the Employment Period not to solicit, induce or encourage, for the purposes of employing or offering employment to, any individuals who, as of the date of termination of the Executive’s employment, are employees of the Company or its affiliates, nor will Executive directly or indirectly solicit, induce or encourage any of the Company’s or its affiliates’ employees to seek employment with any other business, whether or not the Executive is then affiliated with such business.

 

(c) Nonpiracy of Certain Accounts. During the Employment Period, except on behalf of Company, its affiliates and their


successors and assigns (“Protected Entity”), Executive shall not solicit, induce or encourage any person or entity doing business with the Company or its affiliates as of the Effective Date to cease or diminish its business with the Protected Entity.

 

In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. Subparagraphs (a), (b) and (c) are separate and divisible covenants; if for any reason any one covenant is held to be illegal, invalid or unenforceable, in whole or in part, the remaining covenants shall remain valid and enforceable and shall not be affected thereby. Further, the periods and scope of the restrictions set forth in any such subparagraph shall be reduced by the minimum amount necessary to reform such subparagraph to the maximum level of enforcement permitted to Company or Protected Entity by the law governing this Agreement.

 

 

12.

Miscellaneous.

 

(a) MANDATORY ARBITRATION; GOVERNING LAW; PRAYER FOR REFORMATION; MANDATORY FORUM FOR CONFIRMATION OF ARBITRATION AWARD; AMENDMENT. Any dispute or controversy as to the interpretation, construction, application or enforcement of, or otherwise arising under or in connection with this Agreement, shall be submitted to mandatory, final and binding arbitration in the City of Richmond, Virginia, in accordance with the commercial arbitration rules then prevailing of the American Arbitration Association. Executive and Company waive the right to submit any controversy or dispute to a Court and/or a jury. Any award rendered therein shall provide the full remedies available to the parties under the applicable law and shall be final and binding on each of the parties hereto and their heirs, executors, administrators, successors and assigns and judgment may be entered thereon in any court having jurisdiction. Each party in any such arbitration shall bear its own costs in connection with the arbitration. The parties agree that the transactions reflected in this document involve interstate commerce, and accordingly agree that any issues as to arbitrability shall be resolved pursuant to the Federal Arbitration Act.

 

The parties agree that any substantive issues under this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

 

Executive agrees that any award rendered as a result of the arbitration proceedings shall be confirmed in the Federal or State Courts of the Commonwealth of Virginia, and may be enforced by such courts as if the order were their own. By execution hereof, Executive irrevocably


submits to the jurisdiction of such courts for this purpose, and waives any defense that Executive is not subject to such proceedings, that the forum is not convenient, that the matter should be transferred to another forum, or that the arbitration award may not be confirmed and enforced by such courts. Executive consents to service of process in any such proceedings in any manner permitted by the laws of the Commonwealth of Virginia.

 

This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

 

3.

The Old Agreement, as modified herein by this First Amendment, shall continue in full force and effect.

 

 

 

 

 

 

 

  

HILB ROGAL & HOBBS COMPANY

 

 

 

 


  

By:

  

 


 


  

Its:

  

 


Date

  

Date:

  

 


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