SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)1 Hilb Rogal & Hobbs Company (Name of Issuer) Common Stock (Title of Class of Securities) 431294107 (CUSIP Number) Carole A. Masters The Phoenix Companies, Inc. One American Row Hartford, CT 06102-5056 (860) 403-5538 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 14, 2005 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. |_| Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) _______________ 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)._____________________________________________ CUSIP No. 431294107 _____________________________________________ ____________________________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) a. The Phoenix Companies, Inc. ("PNX") Tax Identification Number: 06-1599088 b. Phoenix Life Insurance Company ("PLIC") Tax Identification Number: 06-0493340 c. PM Holdings, Inc. ("PMH") Tax Identification Number: 06-1065485 ____________________________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ____________________________________________________________________________________________________ 3 SEC USE ONLY ____________________________________________________________________________________________________ 4 SOURCE OF FUNDS Not applicable. ____________________________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| ____________________________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION a. PNX - Delaware b. PLIC - New York c. PMH - Connecticut ____________________________________________________________________________________________________ PNX PLIC PMH NUMBER OF 7 SOLE VOTING POWER 0 0 0 SHARES _________________________________________________________________________ BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 5,850 5,850 5,850 EACH _________________________________________________________________________ REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 0 0 WITH _________________________________________________________________________ 10 SHARED DISPOSITIVE POWER 5,850 5,850 5,850 ____________________________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON a. PNX - 5,850 shares b. PLIC - 5,850 shares c. PMH - 5,850 shares ____________________________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ____________________________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) a. PNX - less than 1% b. PLIC - less than 1% c. PMH - less than 1% ____________________________________________________________________________________________________ 14 TYPE OF REPORTING PERSON a. PNX - HC, CO b. PLIC - IC, CO c. PMH - CO ____________________________________________________________________________________________________ This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed by the undersigned entities on May 5, 1999, and the Schedule 13D/A filed by the undersigned entities on February 12, 2003 (the "Amended Statement") Item 4 of the Amended Statement is hereby amended and supplemented to include the following: On November 14, 2005, in accordance with the terms of the purchase contracts (CUSIP 71902E117, originally issued by The Phoenix Companies, Inc. on November 13, 2002), The Phoenix Companies, Inc. ("PNX") caused 3,622,500 shares of the common stock of Hilb Rogal & Hobbs Company ("HRH") to be delivered to the holders of the purchase contracts. As a consequence, PNX and its subsidiaries ceased to own any interest in HRH, except for their interest in the 5,850 shares held by PHL Variable Insurance Company ("PHLVIC") a wholly-owned subsidiary of PMH. PNX, PLIC and PMH share with PHLVIC the power to direct the vote of those HRH shares held by PHLVIC. The power of PNX, PLIC and PMH to direct the vote of such shares is subject to the terms of the Amended and Restated Voting and Standstill Agreement described in Item 6 below. Item 5 of the Amended Statement is amended and supplemented to include the following: (e) PNX ceased to be the beneficial owner of more than five (5) percent of the common stock of HRH on November 14, 2005. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. THE PHOENIX COMPANIES, INC. Dated: November 22, 2005 By: /s/ Carole A. Masters Its: Vice President PHOENIX LIFE INSURANCE COMPANY Dated: November 22, 2005 By: /s/ Carole A. Masters Its: Vice President PM HOLDINGS, INC. Dated: November 22, 2005 By: /s/ Carole A. Masters Its: Vice President