SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:

( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

HILB, ROGAL AND HAMILTON COMPANY
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X) No fee required

( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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5) Total fee paid:

( ) Fee paid previously with preliminary materials.

( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule, or Registration Statement No.:

3) Filing Party:

4) Date Filed:

HILB, ROGAL AND HAMILTON COMPANY
4235 Innslake Drive
P.O. Box 1220
Glen Allen, Virginia 23060-1220
(804) 747-6500
[LOGO] FAX (804) 747-6046
- --------------------------------------------------------------------------------

MARCH 28, 1997

DEAR SHAREHOLDER:

You are cordially invited to attend our Annual Meeting
of Shareholders on Tuesday, May 6, 1997, at 10:00 a.m. at
Crestar Bank, 919 East Main Street, Richmond, Virginia. At
the meeting, you will be asked to elect three directors for
the class of directors whose term of office expires in 1997
and to approve the selection of independent auditors for the
Company for 1997. On the following pages, you will find the
formal notice of annual meeting and the proxy statement.
Whether or not you plan to attend the meeting, it is
important that your shares be represented and voted at the
meeting. Therefore, you are urged to complete, sign, date
and mail your proxy promptly in the enclosed postage-paid
envelope.
We hope you will participate in the annual meeting,
either in person or by proxy.

Sincerely,

/s/ Robert H. Hilb
-----------------------------------
Robert H. Hilb
CHAIRMAN AND CHIEF EXECUTIVE OFFICER

HILB, ROGAL AND HAMILTON COMPANY
4235 INNSLAKE DRIVE
P.O. BOX 1220
GLEN ALLEN, VIRGINIA 23060-1220

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 6, 1997

The Annual Meeting of Shareholders of Hilb, Rogal and Hamilton Company (the
Company) will be held on Tuesday, May 6, 1997, at 10:00 a.m. at Crestar Bank,
919 East Main Street, Richmond, Virginia, for the following purposes:

1. To elect three directors of the class of directors whose term of
office expires in 1997, to serve for a term of three years;

2. To consider and act upon a proposal to appoint the firm of Ernst &
Young LLP as independent auditors for the Company for the fiscal year
ending December 31, 1997; and

3. To transact such other business as may properly come before the
meeting.

Only shareholders of record at the close of business on March 3, 1997, the
record date fixed by the Board of Directors of the Company, are entitled to
notice of, and to vote at, the meeting.

By Order of The Board of Directors

DIANNE F. FOX
SENIOR VICE PRESIDENT AND CORPORATE
SECRETARY

March 28, 1997

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE MEETING,
YOU MAY VOTE YOUR SHARES IN PERSON, EVEN THOUGH YOU HAVE PREVIOUSLY SIGNED AND
RETURNED YOUR PROXY.

PROXY STATEMENT

Proxies in the form enclosed are solicited by the Board of Directors for
the Annual Meeting of Shareholders to be held on May 6, 1997, and any duly
reconvened meeting after adjournment thereof (the Meeting). Any shareholder who
executes a proxy has the power to revoke it at any time by written notice to the
Secretary of the Company, by executing a proxy dated as of a later date or by
voting in person at the Meeting. It is expected that this proxy statement and
the enclosed proxy card will be mailed on or about March 28, 1997, to all
shareholders entitled to vote at the Meeting.

The cost of soliciting proxies for the Meeting will be borne by the
Company. The Company does not intend to solicit proxies other than by use of the
mails, but certain officers and employees of the Company or its subsidiaries,
without additional compensation, may use their personal efforts, by telephone or
otherwise, to obtain proxies. The Company may also reimburse banks, brokerage
firms and other custodians, nominees and fiduciaries for their reasonable
out-of-pocket expenses in forwarding proxy materials to the beneficial owners of
the shares.

On the record date of March 3, 1997, the date for determining shareholders
entitled to notice of, and to vote at, the Meeting, there were outstanding
13,321,996 shares of Common Stock. Each share of Common Stock is entitled to one
vote on all matters to be acted upon at the Meeting. A majority of the shares
entitled to vote, represented in person or by proxy, will constitute a quorum
for the transaction of business at the Meeting.

The management and directors are not aware of any matters to be presented
for action at the Meeting other than the matters stated in the notice of the
Meeting. If any such matter requiring a vote of the shareholders should properly
come before the Meeting, unless otherwise instructed, it is the intention of the
persons named in the proxy card to vote such proxy in accordance with their best
judgment.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of March 1, 1997, certain information
with respect to the beneficial ownership of the Company's Common Stock by each
director and nominee; the Chief Executive Officer, Robert H. Hilb, and each of
the Company's four other most highly paid executive officers who own shares of
the Company's Common Stock, Andrew L. Rogal, John C. Adams, Jr., Ronald J.
Schexnaydre and Timothy J. Korman (collectively, the Named Executive Officers);
and all directors and officers as a group. Except as otherwise indicated, each
individual named has sole investment and voting power with respect to the shares
shown.

NAME OF NUMBER OF COMMON
BENEFICIAL OWNER/NUMBER SHARES AND NATURE PERCENT OF
OF PERSONS IN GROUP OF BENEFICIAL OWNERSHIP CLASS
- --------------------------------------------- ----------------------- -----------

Robert H. Hilb 284,150(1) 2.1
John C. Adams, Jr. 115,120(1)(2) **
Andrew L. Rogal 93,140(1)(3) **
J.S.M. French 54,500(1) **
Timothy J. Korman 47,776(1) **
Ronald J. Schexnaydre 45,063(1) **
Robert S. Ukrop 32,648(1)(4) **
Theodore L. Chandler, Jr. 24,450(1) **
Thomas H. O'Brien 19,597(1) **
Norwood H. Davis, Jr. 17,638(1) **
Philip J. Faccenda 8,500(1) **
All directors and officers as a group (19
persons, including those named) 822,246(5) 6.2

- ---------------

** Percentage of ownership is less than 1% of the outstanding shares of Common
Stock of the Company.

(1) The number of shares indicated includes 56,250 shares for Mr. Hilb; 36,750
shares for Mr. Adams; 38,500 shares for Mr. Rogal; 14,500 shares for Mr.
French; 22,500 shares for Mr. Korman; 29,000 shares for Mr. Schexnaydre;
14,500 shares for Mr. Ukrop; 14,500 shares for Mr. Chandler; 14,500 shares
for Mr. O'Brien; 6,000 shares for Mr. Davis; and 6,000 shares for Mr.
Faccenda, each respectively represented by options granted under the
Company's 1989 Stock Plan, which are exercisable within sixty days after
March 1, 1997.

(2) The number of shares indicated includes 6,000 shares owned by a trust for
John C. Adams' wife. Mr. Adams disclaims beneficial ownership of such
shares.

(3) The number of shares indicated includes 17,300 shares held in a trust for
which Andrew L. Rogal is a trustee. Although Mr. Rogal, as trustee, has
voting and investment power for these shares, he disclaims beneficial
ownership thereof.

(4) The number of shares indicated includes 1,250 shares owned by an investment
club in which Robert S. Ukrop is an officer, for which voting and investment
power is shared.

(5) The number of shares indicated includes 4,250 shares represented by options
granted under the Company's 1986 Incentive Stock Option Plan and 291,900
shares represented by options granted under the Company's 1989 Stock Plan,
which are exercisable within sixty days after March 1, 1997.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS

The following table sets forth certain information with respect to each
person known by the Company to be the beneficial owner of 5% or more of the
outstanding shares of Common Stock of the Company. In preparing the table below,
the Company has relied, without further investigation, on information contained
on the Schedule 13G filed by each reporting person with the Securities and
Exchange Commission (the Commission) under the Securities Exchange Act of 1934,
as amended (the Exchange Act).

NUMBER OF COMMON
NAME AND ADDRESS SHARES AND NATURE PERCENT
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
- --------------------------------------------- ----------------------- --------

Southeastern Asset Management, Inc. (1) 2,100,900(1) 15.8
Longleaf Partners Small-Cap Fund
O. Mason Hawkins
6075 Poplar Avenue
Suite 900
Memphis, Tennessee 38119

Ryback Management Corporation (2) 1,013,000(2) 7.4
7711 Carondelet Avenue
Box 16900
St. Louis, Missouri 63105

T. Rowe Price Associates, Inc. (3) 799,100(3) 5.9
100 East Pratt Street
Baltimore, Maryland 21202

- ---------------

(1) Southeastern Asset Management, Inc. (Southeastern), an Investment Adviser
registered under Section 203 of the Investment Advisers Act of 1940,
Longleaf Partners Small-Cap Fund (Longleaf), an Investment Company
registered under Section 8 of the Investment Company Act of 1940, and O.
Mason Hawkins (Hawkins) filed an amended joint Schedule 13G pursuant to Rule
13d-1(f) of the Exchange Act to report with respect to beneficial ownership
as of February 28, 1997 by Longleaf and shares of Common Stock managed by
Southeastern for its investment advisory clients. Southeastern reported that
it has sole voting power as to 331,700 shares, shared voting power as to
1,623,200 shares, which consists of 1,200,000 shares owned by Longleaf and
423,200 shares owned by Longleaf Partners Realty Fund, both of which are
series of Longleaf Partners Funds Trust, and no voting power as to 146,000
shares. Southeastern also reported that it has sole dispositive power as to
477,700 shares and shared dispositive power as to 1,623,200 shares, which
consists of 1,200,000 shares owned by Longleaf and 423,200 shares owned by
Longleaf Partners Realty Fund. Hawkins may be deemed to be a controlling
person of Southeastern as a result of his official positions with or
ownership of its voting securities; however, the existence of such control
is expressly disclaimed as Hawkins does not own directly or indirectly any
shares for his own account. The reporting group represented in the amended
Schedule 13G that the shares of Common Stock reported thereon were acquired
in the ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of the
Company and were not acquired in connection with or as a participant in any
transaction having such purpose or effect.

(2) Ryback Management Corporation (Ryback), an Investment Company Adviser
registered under Section 203 of the Investment Advisers Act of 1940, filed a
Schedule 13G pursuant to the Exchange Act to report with respect to
beneficial ownership as of December 31, 1996 by the Lindner Growth Fund and
shares of Common Stock held in a fiduciary capacity by Ryback. Lindner
Growth Fund is a separate series of the Lindner Investment Series Trust, an
Investment Company registered under Section 8 of the Investment Company Act.
Ryback reported that 1,000,000 shares are held by the Lindner Growth Fund
and 13,000 shares are managed by Ryback. Ryback also reported that it has
sole voting power as to 1,013,000 shares and sole dispositive power as to
1,013,000 shares. Ryback represented in the Schedule 13G that the shares of
Common Stock reported thereon were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the Company and were not acquired
in connection with or as a participant in any transaction having such
purpose or effect.

(3) T. Rowe Price Associates, Inc. (Price Associates), an Investment Adviser
registered under Section 203 of the Investment Advisers Act of 1940, filed a
Schedule 13G pursuant to the Exchange Act to report with respect to
beneficial ownership

as of December 31, 1996. Price Associates reported it has sole voting power
as to 84,900 shares and sole dispositive power as to 799,100 shares. For
purposes of the reporting requirements of the Exchange Act, Price Associates
is deemed to be a beneficial owner of these shares; however, Price
Associates expressly disclaims beneficial ownership of such shares. These
shares are owned by various individual and institutional investors which
Price Associates serves as an investment adviser with power to direct
investments and/or sole power to vote the shares. Price Associates
represented in the Schedule 13G that the shares of Common Stock reported
thereon were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of changing or
influencing the control of the Company and were not acquired in connection
with or as a participant in any transaction having such purpose or effect.

PROPOSAL ONE
ELECTION OF DIRECTORS

Three directors are to be elected at the Meeting to serve for terms of
three (3) years expiring on the date of the Annual Meeting in 2000 and until
their successors are elected.

It is intended that the votes represented by the proxies, unless otherwise
specified, will be cast for the election as directors of the nominees listed
below, each of whom is now a director of the Company. The election of each
nominee for director requires the affirmative vote of the holders of a plurality
of the shares of Common Stock of the Company cast in the election of directors.
Votes that are withheld and shares held in street name (broker shares) that are
not voted in the election of directors will not be included in determining the
number of votes cast. Each nominee has consented to being named in the proxy
statement and has agreed to serve if elected. If, at the time of the Meeting,
any nominee should be unable to serve as a director, votes will be cast,
pursuant to the enclosed proxy, for such substitute nominee as may be nominated
by the Board of Directors.

As of the date of this proxy statement, the Board of Directors has no
reason to believe that any of the nominees will be unable or unwilling to serve.

The following information is furnished with respect to each nominee and
each director whose term of office will continue after the Meeting.

NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 1997

Robert H. Hilb, 70, has been Chairman and Chief Executive Officer of the
Company since 1991 and has been a director of the Company since 1982. Effective
with the Annual Meeting of the Board of Directors of the Company to be held on
May 6, 1997 immediately following the Meeting, Mr. Hilb will be elected Chairman
of the Company. He was President of the Company from 1982 to 1995. He is a
director of Lawyers Title Corporation. Mr. Hilb is Chairman of the Executive
Committee and Chairman of the Nominating Committee.

Andrew L. Rogal, 48, has been President and Chief Operating Officer of the
Company since 1995 and has been a director of the Company since 1989. Effective
with the Annual Meeting of the Board of Directors of the Company to be held on
May 6, 1997 immediately following the Meeting, Mr. Rogal will be elected Chief
Executive Officer of the Company. He was Executive Vice President of the Company
from 1991 to 1995 and Senior Vice President of the Company from 1990 to 1991. He
was Chief Executive Officer of Hilb, Rogal and Hamilton Company of Pittsburgh,
Inc., a subsidiary of the Company, from 1990 to 1995 and was President of this
subsidiary from 1987 to 1993. Mr. Rogal is a member of the Executive Committee.

Philip J. Faccenda, 67, has been Vice President and General Counsel,
Emeritus of the University of Notre Dame, a higher education facility in Notre
Dame, Indiana, since 1995 and has been a director of the Company since 1993. He
was Vice President and General Counsel of the University of Notre Dame from 1992
to 1994. Prior thereto, he was a partner in the law firm of Barnes & Thornburg
in South Bend, Indiana from 1982 to 1992. He has been President of Bear
Financial Corp., a private holding company, in South Bend, Indiana since 1987.
Mr. Faccenda is a trustee of the University of Notre Dame, University of
Portland and St. Mary's College. He is a director of First Source Corporation.
Mr. Faccenda is Chairman of the Compensation Committee.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE NOMINEES
SET FORTH ABOVE.

INCUMBENT DIRECTORS WHOSE TERMS EXPIRE AT 1998 ANNUAL MEETING

J.S.M. French, 56, has been President of Dunn Investment Company, a
materials, construction and investment company in Birmingham, Alabama, since
1978 and has been a director of the Company since 1984. He is a director of
Regions Financial Corporation, Protective Life Corporation and Energen
Corporation. Mr. French is a member of the Audit Committee, the Compensation
Committee and the Nominating Committee.

Robert S. Ukrop, 50, has been President and Chief Operating Officer of
Ukrop's Super Markets, Inc., a company owning twenty-four retail food stores and
three food manufacturing facilities in Richmond, Virginia, since 1994 and has
been a director of the Company since 1989. He was Executive Vice President of
Ukrop's Super Markets, Inc. from 1987 to 1994. He is a first cousin of Timothy
J. Korman, Executive Vice President, Chief Financial Officer and Treasurer of
the Company. Mr. Ukrop is a member of the Executive Committee and the Nominating
Committee.

INCUMBENT DIRECTORS WHOSE TERMS EXPIRE AT 1999 ANNUAL MEETING

Theodore L. Chandler, Jr., 44, has been a principal in the law firm of
Williams, Mullen, Christian & Dobbins in Richmond, Virginia since 1982 and has
been a director of the Company since 1986. Williams, Mullen, Christian & Dobbins
has represented the Company as legal counsel since the Company's formation in
1982. He is a director of Lawyers Title Corporation and Open Plan Systems, Inc.
Mr. Chandler is a member of the Audit Committee, the Compensation Committee and
the Executive Committee.

Norwood H. Davis, Jr., 57, has been Chairman of the Board and Chief
Executive Officer of Trigon Healthcare, Inc., a company engaged in the delivery
of insurance and related employee benefits products in Virginia, since 1989 and
has been a director of the Company since 1994. He is a director of Signet
Banking Corporation, Trigon Healthcare, Inc. and Altris Software, Inc. Mr. Davis
is Chairman of the Audit Committee.

Thomas H. O'Brien, 60, has been Chairman and Chief Executive Officer of PNC
Bank Corp., a multi-bank holding company engaged in financial services
activities in Pittsburgh, Pennsylvania, since 1985 and has been a director of
the Company since 1982. He has been Chairman of PNC Bank, National Association,
a national banking institution in Pittsburgh, Pennsylvania, since 1993. He is a
director of Bell Atlantic Corporation and PNC Bank Corp. Mr. O'Brien is a member
of the Audit Committee, the Compensation Committee and the Nominating Committee.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The standing committees of the Board of Directors are the Executive
Committee, the Audit Committee, the Compensation Committee and the Nominating
Committee. The Executive Committee, which is subject to the supervision and
control of the Board of Directors, has been delegated substantially all of the
powers of the Board of Directors in order for the Executive Committee to act
between meetings of the Board. The responsibilities of the Audit Committee
include the review of the scope and the results of the work of the independent
auditors and internal auditors, the review of internal accounting controls and
the recommendation of the independent auditors to be designated for the ensuing
year. As more fully discussed below under "Compensation Committee Report on
Executive Compensation," the Compensation Committee establishes the compensation
of all executive officers of the Company with the title of Senior Vice President
and above and administers the Company's stock option plans, the Outside
Directors Deferral Plan and the Supplemental Executive Retirement Plan. The
Nominating Committee is responsible for recommending to the Board of Directors
persons to be nominated for election as directors of the Company. Refer to
"Proposals for 1998 Annual Meeting."

In 1996, there were six meetings of the Board of Directors, one meeting of
the Executive Committee, two meetings of the Audit Committee and three meetings
of the Compensation Committee. The Nominating Committee did not meet during
1996. Each member of the Board of Directors attended at least 75% of the
aggregate total number of meetings of the Board and the committees on which he
served, with the exception of J.S.M. French, who attended 64% of the aggregate
total number of meetings of the Board and the committees on which he served.

DIRECTORS' COMPENSATION

Each director who is not an officer of the Company receives an annual
retainer of $10,000, a fee of $2,500 for each Board meeting attended and a fee
of $500 for each committee meeting attended if such meeting occurs on a day
other than a scheduled meeting of the Board of Directors. Directors who are also
officers of the Company receive no compensation for their services as directors.

The Company has an Outside Directors Deferral Plan which permits a
non-employee director to defer all or a portion of his compensation. Interest
will be paid on the amounts deferred at a rate determined by the Compensation
Committee. Subject to certain restrictions, the director may elect at the time
of deferral to take cash distributions, in whole or in part, from his account
either prior to or following termination of service.

The Company has a 1989 Stock Plan which provides that each non-employee
director will receive a grant of an option to purchase 2,000 shares of the
Common Stock on the first business day following the Annual Meeting of
Shareholders in each of the years 1993 through 1997. Therefore, pursuant to said
plan, on May 8, 1996, Theodore L. Chandler, Jr., Norwood H. Davis, Jr., Philip
J. Faccenda, J.S.M. French, Thomas H. O'Brien and Robert S. Ukrop were each
granted an option to purchase 2,000 shares of the Common Stock of the Company.
The exercise price of all options granted to each non-employee director is the
fair market value of the Common Stock on the date of grant. All of the options
become exercisable six months after the date of grant and expire ten years from
the date of grant.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Under rules established by the Commission, the Company is required to
provide certain information with respect to the compensation and benefits
provided to the Company's Chief Executive Officer, Robert H. Hilb, and the other
Named Executive Officers. The following report of the Compensation Committee of
the Board of Directors addresses the Company's compensation policies in effect
during 1996.

ROLE OF COMPENSATION COMMITTEE

Decisions on compensation of certain executive officers of the Company are
made by the Compensation Committee of the Board. Each member of the Compensation
Committee is a non-employee director and qualifies as a disinterested person for
purposes of Rule 16b-3 adopted by the Commission under the Exchange Act. The
Compensation Committee has authority from the Board to review and determine the
salaries of all of the Company's executive officers with the title of Senior
Vice President and above.

In addition to determining salaries, the Compensation Committee reviews and
approves management incentive programs and other benefits for executive
officers. The Compensation Committee also administers the Company's stock option
plans. Finally, the Committee recommends to the Board of Directors such other
forms of remuneration as the Committee deems appropriate. All decisions by the
Compensation Committee relating to the compensation of the Company's executive
officers are reported to the full Board.

The following is the text of the report adopted by the Compensation
Committee with respect to executive compensation for 1996.

EXECUTIVE COMPENSATION POLICIES

The Compensation Committee's executive compensation policies are designed
to provide competitive levels of compensation that integrate pay with the
Company's annual and long-term performance goals, recognize individual
initiative and achievement and assist the Company in attracting and retaining
highly qualified executives. They provide for competitive base salaries which
reflect individual performance and level of responsibility, annual bonuses
payable in cash on the basis of Company financial success, individual merit and
achievement in obtaining annual performance goals and long-term stock-based
incentive opportunities which strengthen the mutuality of interests between
senior management and the Company's shareholders.

In furtherance of its responsibility to determine executive compensation,
the Compensation Committee annually, or more frequently, reviews the Company's
executive compensation program. The Compensation Committee evaluates the
salaries and compensation structures of executive officers of peer companies in
the industry in order to establish general parameters within which it may fix
competitive compensation for its executive officers. The peer group used for
compensation analysis for 1996 is the same as the peer group reflected in the
performance graph included in this proxy statement.

The Compensation Committee then determines the appropriate salary and
management incentive opportunity for each executive officer using a number of
factors, including the executive officer's individual duties and
responsibilities in the Company, tenure, his or her relative importance to the
overall success of the Company's short and long-term goals and attainment of
individual performance goals, if appropriate. The Compensation Committee is
transitioning the incentive bonus component of total compensation to a level
where it may constitute fifty percent (50%) of the total compensation in those

years in which the Company's and the executive officer's performance so
warrants. This is a more specific reiteration of the core compensation
philosophy of the Compensation Committee that incentive compensation should be a
very substantial component of total compensation.

Combining subjective and objective policies and practices, the Compensation
Committee undertakes this assessment process annually, or more frequently, in
order to implement the Company's pay-for-performance policy, which focuses on an
executive officer's total compensation, including cash and non-cash
compensation, from all sources. Based upon the Committee's review of executive
compensation in the Company's industry, the Committee believes that the
Company's compensation of its executive officers is comparable to its peer
companies and provides proper incentives to the executive officer group.

1996 BASE SALARIES AND ANNUAL INCENTIVES

In 1996, the Compensation Committee realigned base salaries of Messrs.
Hilb, Rogal and Korman to reflect the additional duties of Messrs. Rogal and
Korman and the reduced operational duties of Mr. Hilb. Mr. Hilb's base salary
was decreased by $70,000 to $310,000 for 1996 to reflect the changes.

The Company's executive officers are also eligible for an annual management
incentive award in the form of a cash bonus. The Named Executive Officers
participate in an incentive bonus plan, which was implemented in 1994, wherein a
bonus pool is established based on improved earnings per share and increased
amounts of pre-tax profits over the preceding year. The purpose of the program
is to more closely align the interests of the senior executives with the
shareholders and further strengthen the Company's pay-for-performance policy.
The Committee awards bonuses from the bonus pool to the Named Executive Officers
based on the executive's individual performance and retains discretion not to
pay out the entire pool, if circumstances so warrant. In February 1997,
utilizing the aforementioned factors the Committee chose not to pay out the
entire pool as the Company's performance compared to budget did not warrant full
bonus awards. The Committee awarded Mr. Hilb an incentive bonus of $70,000 out
of the pool for his 1996 performance compared with $140,000 for 1995.

DECEMBER 1993 STOCK OPTION AWARD VESTING

In December 1993, the Compensation Committee developed a three year
performance-based program for granting stock options to the executive officers
of the Company. This program was implemented to more clearly align the interests
of the program participants with the Company's shareholders and, for three
years, will take the place of other option grants to the participants. The
December 1993 Options are subject to performance-based vesting criteria with the
earliest vesting in January 1995. With respect to the allocation of available
options among the Named Executive Officers and other executive officers, the
Committee was of the view that as a person's ability to impact earnings per
share and other direct elements of stock value increases, greater portions of
total compensation should be linked to the long-term performance of the
Company's Common Stock. Based upon this criteria, the Committee granted Mr. Hilb
a December 1993 Option to acquire 30,000 shares of the Common Stock.

The exercise price of the December 1993 Options was based on the closing
sales price of the Common Stock as reported on the New York Stock Exchange on
the date of grant, which was $13.25. The right to exercise the December 1993
Options vests at a rate of 33 1/3% of the aggregate number of shares covered by
such options on each January 31, 1995, January 31, 1996 and January 31, 1997.
However, the right to exercise such options is contingent upon (i) the continued
employment of optionee from the date of grant, except in the event of his death,
permanent disability or retirement and (ii) an increase of at least 10% in the
annual earnings per share of the Common Stock of the Company over the
immediately prior year. The shares will not be available for vesting if either
of these criteria is not met for each vesting period. The December 1993 Options
expire ten years from date of grant. Based on the above criteria, 33 1/3% of the
December 1993 Options vested on January 31, 1995, 33 1/3% did not vest on
January 31, 1996 and 33 1/3% did not vest on January 31, 1997.

TAX CONSIDERATIONS

The Omnibus Budget Reconciliation Act of 1993 established certain criteria
for the tax deductibility of compensation in excess of $1.0 million paid to the
Company's executive officers. The Company is not in danger of losing deductions
under the law. The Committee will carefully consider any plan or compensation
arrangement that would result in the disallowance of compensation deductions.
The Committee will use its best judgment in such cases, taking all factors into
account, including the materiality of any deductions that may be lost. To date,
the Committee has not adopted a policy that dictates its decision in such a
situation.

The tables which follow this report, and accompanying narrative and
footnotes, reflect the decisions covered by the above discussion.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY'S
BOARD OF DIRECTORS:

PHILIP J. FACCENDA
J.S.M. FRENCH
THOMAS H. O'BRIEN
THEODORE L. CHANDLER, JR.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

Theodore L. Chandler, Jr., a member of the Company's Compensation
Committee, is a principal in the law firm of Williams, Mullen, Christian &
Dobbins, Richmond, Virginia, which serves as outside counsel to the Company.

SUMMARY COMPENSATION TABLE

The following table sets forth the annual and long-term compensation paid
by the Company to each of the Named Executive Officers for the fiscal years
ended December 31, 1996, 1995 and 1994.

LONG-TERM
COMPENSATION
-------------
AWARDS
-------------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND COMPENSATION OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(4) (#)(5) COMPENSATION ($)
- ------------------------------ ---- ------- ---------- ------------- ------------- ----------------

Robert H. Hilb 1996 310,000 70,000 (1) -- -- 217,843(6)(7)
Chairman and Chief 1995 380,000 140,000 (2) -- -- 190,229(6)(7)
Executive Officer 1994 360,000 175,000 (3) -- -- 15,505(6)(7)

Andrew L. Rogal 1996 305,000 -- (1) -- -- 98,317(6)(7)
President and Chief 1995 281,593 76,000 (2) -- -- 74,943(6)(7)
Operating Officer 1994 250,000 75,000 (3) -- -- 9,306(6)(7)

John C. Adams, Jr. 1996 240,000 20,000 (1) -- -- 99,807(6)(7)
Executive Vice President 1995 240,000 48,000 (2) -- -- 87,699(6)(7)
1994 240,000 60,000 (3) -- -- 11,188(6)(7)

Ronald J. Schexnaydre 1996 195,000 -- (1) -- -- 63,201(6)(7)
Senior Vice President 1995 195,000 48,000 (2) -- -- 48,857(6)(7)
1994 172,500 60,000 (3) -- -- 9.926(6)(7)

Timothy J. Korman 1996 140,000 35,000 (1) -- -- 28,937(6)(7)
Executive Vice President, 1995 120,000 40,500 (2) -- -- 30,490(6)(7)
Chief Financial Officer 1994 102,000 45,000 (3) -- -- 6,226(6)(7)
and Treasurer

- ---------------

(1) Bonuses included herein were paid in 1997 for services rendered in 1996.

(2) Bonuses included herein were paid in 1996 for services rendered in 1995.

(3) Bonuses included herein were paid in 1995 for services rendered in 1994.

(4) The dollar value of perquisites and other personal benefits received by each
of the Named Executive Officers did not exceed the lesser of either $50,000
or 10 percent of the total amount of annual salary and bonus reported for
any named individual.

(5) Refer to "December 1993 Stock Option Award Vesting" in the Compensation
Committee Report on Executive Compensation for terms of stock options
granted under the Company's 1989 Stock Plan in December 1993, 33 1/3% of
which vested on January 31, 1995, 33 1/3% of which did not vest on January
31, 1996 and 33 1/3% of which did not vest on January 31, 1997.

(6) The amount shown for each Named Executive Officer for 1996 includes the
Company's profit sharing and 401(k) matching contributions as follows: Mr.
Hilb, $7,500; Mr. Rogal, $7,500; Mr. Adams, $7,500; Mr. Schexnaydre, $7,500;
and Mr. Korman, $7,000. The amount shown for each Named Executive Officer
for 1995 includes the Company's profit sharing and 401(k) matching
contributions as follows: Mr. Hilb, $6,000; Mr. Rogal, $4,500; Mr. Adams,
$6,000; Mr. Schexnaydre, $6,000; and Mr. Korman, $4,800. The amount shown
for each Named Executive Officer for 1994 includes the Company's profit
sharing and 401(k) matching contributions as follows: Mr. Hilb, $8,250; Mr.
Rogal, $6,750; Mr. Adams, $8,250; Mr. Schexnaydre, $8,250; and Mr. Korman,
$5,610.

(7) The amount shown for each Named Executive Officer for 1996 includes the
Company's expense for the Supplemental Executive Retirement Plan as follows:
Mr. Hilb, $210,343; Mr. Rogal, $90,817; Mr. Adams, $92,307; Mr. Schexnaydre,
$55,701; and Mr. Korman, $21,937. The amount shown for each Named Executive
Officer for 1995 includes the Company's expense for the Supplemental
Executive Retirement Plan as follows: Mr. Hilb, $184,229; Mr. Rogal,
$70,443; Mr. Adams, $81,699; Mr. Schexnaydre, $42,857; and Mr. Korman,
$25,690. The amount shown for each Named Executive Officer for 1994 includes
the Company's expense for the Supplemental Executive Retirement Plan as
follows: Mr. Hilb, $7,255; Mr. Rogal, $2,556; Mr. Adams, $2,938; Mr.
Schexnaydre, $1,676; and Mr. Korman, $616.

OPTION GRANTS IN LAST FISCAL YEAR

No stock options were granted to the Named Executive Officers during fiscal
year 1996. No stock appreciation rights (SARs) were granted in fiscal year 1996.
There are no outstanding SARs.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES

The following table provides information concerning the exercise of options
during fiscal year 1996 and the value of the outstanding options for the Named
Executive Officers on December 31, 1996. There are no outstanding SARs.

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
ACQUIRED VALUE FISCAL YEAR END (#)(2) AT FISCAL YEAR END ($)(3)
ON EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($)(1) EXERCISABLE / UNEXERCISABLE EXERCISABLE / UNEXERCISABLE
- ---------------------- ----------- -------- --------------------------- ---------------------------

Robert H. Hilb -- -- 51,250 / 18,000 18,000 / 1,000
Andrew L. Rogal -- -- 34,500 / 16,000 16,250 / 1,000
John C. Adams, Jr. 3,000 10,500 32,750 / 16,000 6,500 / 1,000
Ronald J. Schexnaydre -- -- 26,000 / 15,000 13,250 / 500
Timothy J. Korman -- -- 20,500 / 8,000 13,250 / 500

- ---------------

(1) The value realized on the exercise of the option was calculated by
determining the difference between the closing price of $13.50 per share of
the Company's Common Stock on the New York Stock Exchange on December 5,
1996, the exercise date of the option, and the exercise price of the option.

(2) The aggregate number of exercisable and unexercisable options detailed above
are based on the provisions of the Company's stock option plans as of
December 31, 1996. Since that date, additional stock options for the Named
Executive Officers have become exercisable and are reflected in the Security
Ownership Table and included in footnote (1) of that table.

(3) The value of in-the-money options was calculated by determining the
difference between the closing price of $13.25 per share of the Company's
Common Stock on the New York Stock Exchange on December 31, 1996, the last
trading day of the fiscal year, and the exercise price of the options.

PROFIT SHARING SAVINGS PLAN

The Company has adopted a broad-based Profit Sharing Savings Plan (the
Profit Sharing Plan) in which the Named Executive Officers are permitted to
participate on the same terms as other employees who meet applicable eligibility
criteria. The Profit Sharing Plan includes a salary reduction provision under
Section 401(k) of the Internal Revenue Code. Each year the Board of Directors
determines the Company's profit sharing contribution percentage to the Profit
Sharing Plan based on the net earnings of the Company and the matching
contribution is equal to 50% of the first 4% of a participant's salary
reduction. For 1996, the Company profit sharing contribution was 3% of
participating employees' eligible compensation and the Company matching
contribution was $980,000 under the salary reduction provision of the Profit
Sharing Plan.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The Named Executive Officers participate in the Company's Supplemental
Executive Retirement Plan, which is an unfunded defined benefit plan not
qualified under the Internal Revenue Code. The retirement benefits are computed
without regard to the social security offset but are offset by benefits
attributable to Company contributions payable from the Company's Profit Sharing
Plan. Retirement benefits are payable in the form of a single life annuity.

The formula for calculating retirement benefits is based upon the product
of a participant's applicable percentage, years of service for purposes of
benefit accrual, final average compensation and vesting percentage. The
applicable percentage is 3.3% for an employee who becomes a Vice President on or
after reaching age 50 and 4.0% for an employee who becomes a Vice President
before reaching age 50. Years of service for purposes of benefit accrual means
service with the Company at the officer rank of Vice President or higher but
limited to a maximum of 15 years. Final average compensation is the
participant's average annual compensation for the 60 whole months prior to
separation from service. A participant is subject to a graduated vesting
schedule over a 15 year period. Termination of employment prior to having
attained normal retirement age

(age 65, except for a grandfathered participant whose age is 70), or without
having been credited with fifteen years of service will result in a reduced
benefit. Once determined, this benefit is offset by the actuarial equivalent
benefit produced by amounts attributable to Company contributions to the Profit
Sharing Plan.

On February 5, 1996, Mr. Hilb's benefit under the plan as a grandfathered
participant was fixed at $185,000 per annum. Based upon current compensation and
profit sharing account balances, with service projected to normal retirement
age, the estimated annual benefits payable upon retirement at normal retirement
age for each of the other Named Executive Officers under the plan would be as
follows: Mr. Rogal, $292,590; Mr. Adams, $117,023; Mr. Schexnaydre, $80,752; and
Mr. Korman, $93,970.

EMPLOYMENT AGREEMENTS

Mr. Hilb entered into an employment agreement with the Company on June 1,
1982, for an original term of 10 years. The agreement, as amended, provides for
an annual review of his salary by the Compensation Committee of the Board of
Directors of the Company, which may make any adjustments it deems appropriate,
provided that he will not be paid a salary less than $310,000 per annum for the
year beginning January 1, 1996 and any subsequent year. The agreement was
further amended to extend the initial term of employment to fourteen years and
seven months, which initial term expired on December 31, 1996. The agreement may
be terminated at any time after the initial term upon 180 days written notice by
either party. On November 27, 1996, Mr. Hilb provided written notice to the
Board of Directors of the Company of his intent to retire as Chief Executive
Officer of the Company as of May 6, 1997. Upon the expiration of the notice
requirement in the aforementioned employment agreement, Mr. Hilb will enter into
a consulting agreement with the Company, effective June 1, 1997, for a period of
three years at an annual consulting fee of $134,000 during year one and $84,000
during each of years two and three.

Mr. Rogal entered into a three year employment agreement with the Company
on November 10, 1995 upon his election as President and Chief Operating Officer.
The effective date of the agreement is January 1, 1996 and may be renewed after
the initial three year term for additional one year terms. Under the agreement,
Mr. Rogal will be paid an initial annual base salary of $305,000, with
subsequent modifications to be determined by the Compensation Committee of the
Board of Directors of the Company. The agreement may be terminated at any time
after the initial term, with or without cause, upon 90 days written notice by
either party, and may be terminated at any time by the Company for cause.

Messrs. Adams, Schexnaydre and Korman are all employed under standard
employment agreements. All such agreements may be terminated for cause and may
be terminated without cause on notice of 90 days or less. In no case would any
of the foregoing individuals be entitled to compensation greater than 90 days of
base salary.

All of the employment agreements contain restrictive covenants relating to
the protection of confidential information and clients of the Company.

CERTAIN TRANSACTIONS

Andrew L. Rogal, President and Chief Operating Officer of the Company,
received a loan from the Company in the aggregate amount of $200,000 on
September 25, 1995. The purpose of the loan was to provide Mr. Rogal with bridge
financing for the purchase of a personal residence in Richmond, Virginia in
connection with his relocation from Pittsburgh, Pennsylvania. The loan was
secured by shares of the Common Stock of the Company owned by Mr. Rogal. The
note was due on the earlier to occur of: (i) September 25, 1997 or (ii) the sale
of Mr. Rogal's former residence, and bore interest at the rate of 5.73% per
annum until paid. The loan was repaid in full on October 22, 1996.

PERFORMANCE GRAPH

The following Performance Graph sets forth the cumulative total shareholder
return, assuming reinvestment of dividends, on the Company's Common Stock with
the cumulative total return, assuming reinvestment of dividends, of (1) the S&P
500 Index and (2) the Company's Peer Group Index during the five year period
ended December 31, 1996. The Peer Group Index includes the Company, Arthur J.
Gallagher & Co., Poe & Brown, Inc., Marsh & McLennan Cos., Inc. and Alexander &
Alexander Services Inc. The Company selected this group in its good faith belief
that these other public companies are most similar to the Company's insurance
agency business.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG HILB, ROGAL AND HAMILTON COMPANY, S&P 500 INDEX & PEER GROUP INDEX

[GRAPH]

1991 1992 1993 1994 1995 1996
Hilb, Rogal & Hamilton 100 121.59 101.49 101.59 117.28 121.47
S&P 500 Index 100 107.62 118.46 120.03 165.13 203.05
Peer Group Index 100 119.17 109.28 109.46 125.88 144.95

SOURCE: STANDARD & POOR'S COMPUSTAT SERVICES INC.

ASSUMES $100 INVESTED ON JANUARY 1, 1992 IN HILB, ROGAL AND HAMILTON COMPANY
COMMON STOCK, S&P 500 INDEX AND PEER GROUP INDEX

PROPOSAL TWO
APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has recommended, subject to shareholder approval,
the appointment of Ernst & Young LLP as independent auditors to audit the
consolidated financial statements of the Company for the fiscal year ending
December 31, 1997.

Representatives of Ernst & Young LLP are expected to be present at the
Meeting and will have an opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 1997.

PROPOSALS FOR 1998 ANNUAL MEETING

Under the regulations of the Commission, any shareholder desiring to make a
proposal to be acted upon at the 1998 Annual Meeting of Shareholders must cause
such proposal to be delivered, in proper form, to the Corporate Secretary of the
Company, whose address is 4235 Innslake Drive, P.O. Box 1220, Glen Allen,
Virginia 23060-1220, no later than November 28, 1997, in order for the proposal
to be considered for inclusion in the Company's proxy statement and form of
proxy for that meeting. The Company anticipates holding the 1998 Annual Meeting
of Shareholders on May 5, 1998.

The Company's Bylaws also prescribe the procedure a shareholder must follow
to nominate directors or to bring other business before shareholders' meetings.
For a shareholder to nominate a candidate for director at the 1998 Annual
Meeting of Shareholders, notice of nomination must be received by the Corporate
Secretary of the Company not less than 60 days and not more than 90 days prior
to the meeting. The notice must describe various matters regarding the nominee
and the shareholder giving notice. For a shareholder to bring other business
before the 1998 Annual Meeting of Shareholders, notice must be received by the
Corporate Secretary of the Company not less than 60 days and not more than 90
days prior to the meeting. The notice must include a description of the proposed
business, the reasons therefor and other specified matters. Any shareholder may
obtain a copy of the Company's Bylaws, without charge, upon written request to
the Corporate Secretary of the Company.

ANNUAL REPORTS

THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996, INCLUDING CONSOLIDATED FINANCIAL STATEMENTS, IS BEING MAILED
TO SHAREHOLDERS WITH THIS PROXY STATEMENT. A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K, EXCLUDING EXHIBITS, FOR 1996 FILED WITH THE COMMISSION CAN BE
OBTAINED WITHOUT CHARGE BY WRITING TO DIANNE F. FOX, SENIOR VICE PRESIDENT AND
CORPORATE SECRETARY, 4235 INNSLAKE DRIVE, P.O. BOX 1220, GLEN ALLEN, VIRGINIA
23060-1220.

PROXY

HILB, ROGAL AND HAMILTON COMPANY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The shareholder shown on the reverse side hereby appoints Robert H. Hilb,
Timothy J. Korman and Walter L. Smith and each or any of them, proxy for said
shareholder, with power of substitution to vote all the shares of Common Stock
of Hilb, Rogal and Hamilton Company held of record by said shareholder on March
3, 1997, at the Annual Meeting of Shareholders to be held at 10:00 a.m., May 6,
1997, and at any adjournments thereof, upon the matters designated on the other
side and as more fully set forth in the Proxy Statement and for the transaction
of such business as may properly come before the meeting.

(Continued on reverse side)

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE

This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR 1
and 2.

1. ELECTION OF DIRECTORS FOR INSTRUCTIONS: To withhold
THREE YEAR TERMS EXPIRING authority to vote for any
AT THE 2000 ANNUAL MEETING: individual nominee, write each
such nominee's name in the
following space:

______________________________

FOR Nominees WITHHOLD
Robert H. Hilb AUTHORITY
Andrew L. Rogal to vote for
Philip J. Faccenda all such nominees
(except as marked to
the contrary at right).

2. PROPOSAL TO APPROVE THE APPOINTMENT
OF ERNST & YOUNG LLP AS THE INDEPENDENT
AUDITORS FOR THE COMPANY:

FOR AGAINST ABSTAIN

3. In their discretion, the proxies are authorized to
vote upon such other business as may properly
come before the meeting.

Please sign exactly as name appears.
When shares are held by joint tenants,
both should sign. When signing in a
representative capacity, please give
full title as such. If a corporation,
please sign in corporation's name by
President or other authorized officer.
If a partnership, please sign in
partnership's name by authorized
person.

PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.

Signature(s) ________________ Signature(s) ________________ Date _________

NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title of such.
- --------------------------------------------------------------------------------
Fold and Detach Here

ANNUAL MEETING
of
HILB, ROGAL AND HAMILTON COMPANY

Tuesday, May 6, 1997
10:00 a.m.
Crestar Bank
919 East Main Street
Richmond, Virginia

Agenda

o Election of Directors

o Proposal to Approve the Appointment of Independent
Auditors

o Report on the Progress of the Company