UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

             CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
          UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
         SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

                                        Commission File Number     0-15981
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                     HRH FROZEN MERGER AND ACQUISITION PLAN
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             (Exact name of registrant as specified in its charter)

                        4951 LAKE BROOK DRIVE, SUITE 500,
                    GLEN ALLEN, VIRGINIA 23060 - 804/747-6500
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               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

                           PARTICIPATION INTERESTS IN
                   THE HRH FROZEN MERGER AND ACQUISITION PLAN
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            (Title of each class of securities covered by this Form)

                                      NONE
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                 (Titles of all other classes of securities for
                       which a duty to file reports under
                         section 13(a) or 15(d) remains)

         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

         Rule 12g-4(a)(1)(i)  [ ]            Rule 12h-3(b)(1)(i)  [X]
         Rule 12g-4(a)(1)(ii) [ ]            Rule 12h-3(b)(1)(ii) [ ]
         Rule 12g-4(a)(2)(i)  [ ]            Rule 12h-3(b)(2)(i)  [ ]
         Rule 12g-4(a)(2)(ii) [ ]            Rule 12h-3(b)(2)(ii) [ ]
                                             Rule 15d-6           [X]

         Approximate  number of  holders  of record as of the  certification  or
notice date: None

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the HRH  Retirement  Savings  Plan,  successor  to the  HRH  Frozen  Merger  and
Acquisition  Plan,  has  caused  this  certification/notice  to be signed on its
behalf by the undersigned duly authorized person.

                                          HILB, ROGAL AND HAMILTON COMPANY,
                                          PLAN ADMINISTRATOR


Date:  June 29, 2001                      By: /s/ Walter L. Smith
                                              ----------------------------------
                                              Walter L. Smith
                                              Vice President and General Counsel