Andrew Rogal to Retire as Chairman and CEO of Hilb, Rogal and Hamilton; Martin L. Vaughan III to Succeed Him

March 26, 2003

Virginia-based Hilb, Rogal and Hamilton Company (HRH), the world’s tenth largest insurance intermediary, announced that Andrew L. Rogal will retire following the company’s annual meeting of shareholders on May 6th for personal reasons, and that the board of directors has elected Martin L. (Mell) Vaughan, III to succeed him as the company’s chairman and CEO.

Rogal has served as CEO of HRH since 1997 and as chairman since 2000 after exercising various roles with the company since 1979. “During his tenure as chief executive, the company’s stock price has more than quadrupled,” the announcement noted.

Vaughan has served as chief operating officer of HRH since 1999 and as president since 2000. “Andy Rogal is going to be a tough act to follow, but I am looking forward to the challenge,” Vaughan commented. “This company has an excellent strategy, a strong, experienced management team and will maintain its laser focus on increasing shareholder value.”

“Mr. Vaughan joined HRH in 1999, when the company acquired American Phoenix Corporation, of which he was president and chief executive officer. He led the integration of the two companies and later spearheaded the company’s Best Practices initiative. Before joining American Phoenix in 1990, he was president of the retail division of Poe & Associates, an insurance agency into which he had merged his own agency in 1976. He is a graduate of Jacksonville University,” said the announcement.

Rogal indicated that his reasons for stepping down were “purely and completely personal.” In a letter to HRH staff he stated, “I have come to a point in my life when it is abundantly clear that time with my family must be and is my highest priority. I deeply value the people I’ve worked with, and am immensely proud of the phenomenal success that we’ve shared together over these years. There is an abundance of character and talent in our company and I have no doubt that, under Mell’s leadership, HRH will not miss a beat. His diligent and comprehensive efforts to streamline operations and raise sales productivity have earned him the appreciation and respect of all of us.”

Norwood H. Davis, Jr., chairman of the corporate governance committee of the board of directors, commented “HRH has grown tremendously in size, in profitability, and, above all, in capability during Andy Rogal’s tenure as chief executive. We completely understand his need to attend to his family priorities.”

The announcement concluded that “the $3.2 million after-tax cost ($0.09 per share) of Mr. Rogal’s contractual retirement benefit will be reflected as a non-recurring expense in the first quarter’s financial results”.

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