Hilb Rogal & Hamilton Co /Va/ Sample Contracts

ARTICLE I
Registration Rights Agreement • May 14th, 1999 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
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Exhibit 99.1 ================================================================== ============== SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 16th, 2002 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • New York
INDENTURE
Indenture • May 14th, 1999 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
RECITALS
Consulting Agreement • August 14th, 2002 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
RECITALS
Credit Agreement • January 23rd, 2001 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
EMPLOYEE
Non-Qualified Stock Option Agreement • March 26th, 2001 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
PURCHASE AGREEMENT FOR BARTLETT, BOZEMAN & LEVIN, LLC AND BARTLETT AGENCY, INC. BY HILB, ROGAL AND HAMILTON COMPANY OF THE QUAD CITIES
Purchase Agreement • October 8th, 1996 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Illinois
AGREEMENT OF MERGER
Agreement of Merger • September 29th, 1998 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
RECITALS
Credit Agreement • March 30th, 1999 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
Exhibit 2 STOCK PURCHASE AGREEMENT By and Among Hilb, Rogal and Hamilton Company a Virginia corporation
Stock Purchase Agreement • March 30th, 1999 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
RECITALS
Credit Agreement • March 26th, 1997 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
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CREDIT AGREEMENT Dated as of April 26, 2006 among HILB ROGAL & HOBBS COMPANY, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, SUNTRUST BANK, ING CAPITAL LLC, PNC BANK, NATIONAL ASSOCIATION and BRANCH...
Credit Agreement • May 5th, 2006 • Hilb Rogal & Hobbs Co • Insurance agents, brokers & service • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of April 26, 2006, among HILB ROGAL & HOBBS COMPANY, a Virginia corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

RECITALS
Severance and Release Agreement • March 26th, 1998 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
Contract
Change of Control Employment Agreement • August 11th, 2008 • Hilb Rogal & Hobbs Co • Insurance agents, brokers & service • Virginia

[On July 15, 2008, the Board of Directors of the Company approved amended and restated Change of Control Employment Agreements for executives in order to bring the agreements into compliance with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and to clarify the Company’s obligation to pay retirement plan benefits upon termination of an executive in certain circumstances following a change of control.]

RECITALS
Employment Agreement • March 28th, 2000 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
HILB, ROGAL AND HAMILTON COMPANY EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------
Qualified Stock Option Agreement • March 29th, 2002 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
EMPLOYMENT AGREEMENT
Employment Agreement • March 26th, 1996 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
OF
Merger Agreement • October 30th, 1998 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Texas
CREDIT AGREEMENT
Credit Agreement • March 26th, 1996 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • Virginia
HILB ROGAL & HOBBS COMPANY Senior Executive Employment Agreement With
Employment Agreement • January 23rd, 2006 • Hilb Rogal & Hobbs Co • Insurance agents, brokers & service • Virginia

THIS AGREEMENT, effective the 15th day of October, 2005, by and between F. Michael Crowley, an individual residing in the County of Henrico, Virginia (the “Executive”), and HILB ROGAL & HOBBS COMPANY, a Virginia corporation with corporate offices located at 4951 Lake Brook Drive, Suite 500, Glen Allen, Virginia 23060 (the “Company”).

FORM OF UNDERWRITING AGREEMENT] HILB, ROGAL AND HAMILTON COMPANY (a Virginia stock corporation) [•] Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • October 31st, 2002 • Hilb Rogal & Hamilton Co /Va/ • Insurance agents, brokers & service • New York

Hilb, Rogal and Hamilton Company, a Virginia stock corporation (the “Company”), and The Phoenix Companies, Inc., a Delaware corporation (the “Selling Shareholder”), confirm their respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Banc of America Securities LLC (“Banc of America”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Banc of America and Morgan Stanley are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Shareholder, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, no par value, of the Company

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