THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Hilb Rogal & Hobbs Company (HRH)

3/31/2006 Proxy Information

Julious P. Smith, Jr., a director of the Company, is the Chairman and Chief Executive Officer of the law firm of Williams Mullen, which serves as outside counsel to the Company.

Robert H. Hilb, a director and Chairman Emeritus of the Company, entered into a consulting agreement with the Company, dated June 1, 1997, to provide consulting services to the Company at the request of the Board of Directors or the Chief Executive Officer of the Company. The consulting agreement, as amended and restated in 2003, provides for the payment to Mr. Hilb of $8,307.69 per month until the expiration of the agreement on August 31, 2006.

3/31/2005 Proxy Information

Robert S. Ukrop is a first cousin of Timothy J. Korman, Executive Vice President, Finance and Administration, of the Company.

On May 3, 1999, the Company acquired from PM Holdings, Inc. (Holdings), a subsidiary of Phoenix Life Insurance Company (Phoenix Life), and Martin L. Vaughan, III all of the issued and outstanding shares of the capital stock of American Phoenix Corporation (APC), resulting in APC becoming a wholly owned subsidiary of the Company. In connection with the acquisition, the Company, Holdings and Holdings’ parent, Phoenix Life, entered into a Voting and Standstill Agreement (the Voting Agreement). The Voting Agreement provided for, among other things, the nomination and recommendation for election of Robert W. Fiondella and a person designated by Holdings to serve on the Board of Directors of the Company. David W. Searfoss was the designee of Holdings. The Voting Agreement was amended and restated effective as of November 13, 2002. As amended and restated, the Voting Agreement eliminated the requirement that the Company nominate and recommend for election Mr. Fiondella and the Holdings designee and further required the Holdings designee to resign from the Board of Directors on or before December 31, 2002. Mr. Searfoss resigned from the Board of Directors on December 31, 2002.

Pursuant to the Voting Agreement, as amended and restated, The Phoenix Companies, Inc. and Phoenix Life and Holdings have agreed to vote the shares of Common Stock owned by them or their affiliates in accordance with the recommendation of the Board of Directors on matters relating to (i) the election of directors nominated by the Board of Directors or a nominating committee thereof, (ii) certain tender or exchange offers, election contests and other attempts to acquire control of the Company or the Board of Directors and (iii) until May 3, 2004, business combination and similar transactions for which shareholder approval is sought. Unless terminated earlier by written agreement of the parties, the Voting Agreement will remain in effect until May 3, 2009.

Julious P. Smith, Jr., a director of the Company, is the Chairman and Chief Executive Officer of the law firm of Williams Mullen, which serves as outside counsel to the Company. Williams Mullen has represented the Company as legal counsel since the Company's formation in 1982.

In 2004, the Company entered into a one year aircraft lease agreement with Tiger Air, L.L.C., a Virginia limited liability company, for the lease of a jet aircraft for use by the Company. Norwood H. Davis, Jr., a director of the Company, is a managing director of Tiger Air, L.L.C. The lease provided for monthly payments by the Company of $2,250 per flight hour for use of the aircraft plus any applicable fuel surcharge; however, the minimum annual payment would be based on 125 hours of use in calendar year 2004, regardless of actual use. For 2004, the Company paid Tiger Air, LLC $382,537 for the use of the aircraft. The Company believed the rates were below market for charters from third parties. The lease has expired and has not been renewed.

Robert H. Hilb, a director and Chairman Emeritus of the Company, entered into a consulting agreement with the Company, dated June 1, 1997, to provide consulting services to the Company at the request of the Board of Directors or the Chief Executive Officer of the Company. The consulting agreement, as amended and restated in 2003, provides for the payment to Mr. Hilb of $8,307.69 per month until the expiration of the agreement on August 31, 2006.

3/31/2004 Proxy Information

Robert S. Ukrop is a first cousin of Timothy J. Korman, Executive Vice President, Finance and Administration, of the Company.

Theodore L. Chandler had been a principal in the law firm Williams Mullen in Richmond, VA, from 1982 to 2000. Williams Mullen has represented the Company as legal counsel since the Company’s formation in 1982.

Julious P. Smith, Jr., a director of the Company, is the Chairman and Chief Executive Officer of the law firm of Williams Mullen, which serves as outside counsel to the Company.

Andrew L. Rogal retired as Chairman and Chief Executive Officer of Hilb, Rogal & Hobbs Company in May 2003, having served as such since January 2000 and May 1997, respectively. He was President from 1995 until December 1999 and Chief Operating Officer from 1995 to May 1997.

Alvin Rogal, who is the father of Andrew L. Rogal, former Chairman and Chief Executive Officer of the Company, is an employee of Hilb, Rogal and Hamilton Company of Pittsburgh, LLC, a subsidiary of the Company. During 2003, Mr. Rogal received total compensation of $253,992 from that subsidiary.

Robert H. Hilb has been Chairman Emeritus of Hilb, Rogal & Hobbs Company since January 2000 and previously served as Chairman from 1991 until December 1999 and Chief Executive Officer from 1991 to May 1997.

Robert J. Hilb, who is the son of Robert H. Hilb, a director and Chairman Emeritus of the Company, is a party to a severance agreement with the Company, in connection with the termination of his employment in June 2001. Under the terms of the severance agreement, Robert J. Hilb received $60,000 in severance pay in 2003.

In 2001, the Company entered into a three year aircraft lease agreement with Tiger Air, L.L.C., a Virginia limited liability company, for the lease of a jet aircraft for use by the Company. Norwood H. Davis, Jr., a director of the Company, is a managing director of Tiger Air, L.L.C. During 2003, the monthly lease payment was $27,500 irrespective of use by the Company. The lease was amended and restated as of January 1, 2004 for a one year term, without an automatic renewal clause. The lease provides for monthly payments by the Company of $2,250 per flight hour for use of the aircraft plus any applicable fuel surcharge; however, the minimum annual payment would be based on 125 hours of use in calendar year 2004, regardless of actual use.

Robert H. Hilb, a director and Chairman Emeritus of the Company, entered into a consulting agreement with the Company, dated June 1, 1997, to provide consulting services to the Company at the request of the Board of Directors or the Chief Executive Officer of the Company. The consulting agreement, as amended and restated in 2003, provides for the payment to Mr. Hilb of $8,307.69 per month until the expiration of the agreement on August 31, 2006.

On May 3, 1999, the Company acquired from PM Holdings, Inc. (Holdings), a subsidiary of Phoenix Life Insurance Company (Phoenix Life), and Martin L. Vaughan, III all of the issued and outstanding shares of the capital stock of American Phoenix Corporation (APC), resulting in APC becoming a wholly owned subsidiary of the Company. In connection with the acquisition, the Company, Holdings and Holdings’ parent, Phoenix Life, entered into a Voting and Standstill Agreement (the Voting Agreement). The Voting Agreement provided for, among other things, the nomination and recommendation for election of Robert W. Fiondella and a person designated by Holdings to serve on the Board of Directors of the Company. David V. Searfoss was the designee of Holdings. The Voting Agreement was amended and restated effective as of November 13, 2002. As amended and restated, the Voting Agreement eliminated the requirement that the Company nominate and recommend for election Mr. Fiondella and the Holdings designee and further required the Holdings designee to resign from the Board of Directors on or before December 31, 2002. Mr. Searfoss resigned from the Board of Directors on December 31, 2002.

Pursuant to the Voting Agreement, as amended and restated, The Phoenix Companies, Inc. and Phoenix Life and Holdings have agreed to vote the shares of Common Stock owned by them or their affiliates in accordance with the recommendation of the Board of Directors on matters relating to (i) the election of directors nominated by the Board of Directors or a nominating committee thereof, (ii) certain tender or exchange offers, election contests and other attempts to acquire control of the Company or the Board of Directors and (iii) until May 3, 2004, business combination and similar transactions for which shareholder approval is sought. Unless terminated earlier by written agreement of the parties, the Voting Agreement will remain in effect until May 3, 2009.

4/9/2003 Proxy Information

On May 3, 1999, the Company issued to Holdings and Phoenix Life $32,000,000 in aggregate principal amount of the Company’s 5.25% Convertible Subordinated Debentures Due 2014 (Debentures) in connection with the Company’s acquisition of APC from Holdings and Vaughan. Immediately after the Company’s acquisition of APC, Holdings distributed all of its consideration received, including the Debentures, to Phoenix Life. Robert W. Fiondella, a director of the Company, is an executive officer of Phoenix Life and its parent, The Phoenix Companies, Inc., and David W. Searfoss, a director of the Company until December 2002, was an executive officer of Phoenix Life and The Phoenix Companies, Inc. until September 2002. Phoenix Life and its affiliates converted the Debentures into shares of Common Stock on November 12, 2002, and all outstanding Debentures have been cancelled.

Julious P. Smith, Jr., a director of the Company, is the Chairman and Chief Executive Officer of the law firm of Williams Mullen, which serves as outside counsel to the Company. Alvin Rogal, who is the father of Andrew L. Rogal, Chairman and Chief Executive Officer of the Company, is an employee of Hilb, Rogal and Hamilton Company of Pittsburgh, LLC, a subsidiary of the Company. During 2002, Mr. Rogal received total compensation of $253,992 from that subsidiary.

Robert J. Hilb, who is the son of Robert H. Hilb, a director and Chairman Emeritus of the Company, is a party to a severance agreement with the Company in connection with the termination of his employment in June 2001. Under the terms of the severance agreement, Mr. Hilb received $120,000 in severance pay in 2002. The severance agreement terminates in June 2003.

In 2001, the Company entered into an aircraft lease agreement with Tiger Air, L.L.C., a Virginia limited liability company, for the lease of a jet aircraft for use by the Company. Norwood H. Davis, Jr., a director of the Company, is a managing director of Tiger Air, L.L.C. The initial term of the lease is three years, subject to automatic renewals for successive one year periods unless terminated by either party on sixty days written notice prior to the expiration of the initial term or any renewal period. The lease provides for monthly payments by the Company of $2,200 per flight hour for use of the aircraft plus any applicable fuel surcharge; however, the minimum monthly lease payment is $27,500 irrespective of use by the Company.

Robert H. Hilb, a director and Chairman Emeritus of the Company, entered into a consulting agreement with the Company, dated June 1, 1997, to provide consulting services to the Company at the request of the Board of Directors or the Chief Executive Officer of the Company. The consulting agreement, as amended and restated in 2002, provides for the payment to Mr. Hilb of $7,000 per month for his consulting services until May 2003 and $9,000 per month from June 2003 until the expiration of the agreement on May 31, 2006.