HILB, ROGAL AND HAMILTON COMPANY
        AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                 
                                 
     WHEREAS, the Company adopted the Hilb, Rogal and Hamilton
Company Supplemental Executive Retirement Plan (the "Plan"),
effective December 16, 1994; and

     WHEREAS, the Company reserves the right to amend the Plan
by resolution of the Board of Directors, communicated to
Participants not later than sixty (60) days following the
effective date of such amendment, and

     WHEREAS, the Company desires to amend the Plan effective
February 5, 1996; now therefore be it

     RESOLVED, that the following amendments to the Plan are
hereby approved and adopted, effective February 5, 1996:

     1.   Section 2.1 shall be amended by amending and
restating the definition of "Final Average Compensation" as
follows:

          "Final Average Compensation" means a Participant's
          average annual Compensation for the sixty (60)
          consecutive whole months immediately prior to
          Separation from Service but shall not include
          Compensation earned after age 65 (or age 68, for a
          Grandfathered Participant).

     2.   The first sentence of Section 4.1 shall be amended to
read as follows:

          4.1 Entitlement to Benefits.  Each Participant shall
          be entitled to the Supplemental Benefit provided in
          Section 4.2 of the Plan upon reaching his Benefit
          Commencement Date; provided, however, that a
          Participant whose Benefit Commencement Date does not
          coincide with his attaining age 65 (for a
          Grandfathered Participant, age 68) shall receive the
          Actuarial equivalent of his Supplemental Benefit
          determined as of age 65 (or 68). . . .

     3.   The following sentence shall be added at the end of
Section 4.2:

               Notwithstanding anything in this Section 4.2 to
          the contrary, the Supplemental Benefit for a
          Grandfathered Participant shall be fixed at $185,000.