Edgar Filing: BROWN & BROWN INC

	FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Expires: January 31, 2005 Estimated average burden hours per response.........1.0
[ ]		Check this box if no longer subject to Section 16. Form 4 or Form 5 obli- gations may continue. See Instruc- tion 1(b).
[ ]		Form 3 Holdings Reported
[ ]		Form 4 Transactions Reported

1. Name and Address of Reporting Person*

^{Downs Linda
S.}

2. Issuer Name and Ticker or Trading Symbol

Brown & Brown, Inc. (BRO)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director

10% Owner

Officer (give
title below)

Other (specify
below)

Regional Executive Vice President

(Last) (First) (Middle)

509 Florida St.

3. I.R.S. Identification
   Number of Reporting
   Person, if an entity
   (Voluntary)

4. Statement for Month/Year

December/2002

7. Individual or Joint/Group Reporting
(check applicable line)

5. If Amendment, Date of
Original (Month/Year)

Form Filed by One Reporting Person

(Street)

Orlando FL 32806

Form Filed by More than One Reporting Person

(City) (State) (Zip)

Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
    action
    Date
   (Month/
    Day/
   Year)

2A. Deemed
      Execu-
      tion
      Date, if
      any
     (Month/
      Day/
      Year)

3. Trans-
    action
    Code
    (Instr.8)

4. Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of
    Securities Ben-
    eficially Owned
    at end of
    Issuer's Fiscal
    Year
    (Instr. 3 and 4)

6. Owner-
    ship
    Form: Di-
    rect (D)
    or Indi-
    rect (I)
    (Instr. 4)

7. Nature of
    Indirect
    Beneficial
    Ownership
    (Instr. 4)

Amount

(A) or
(D)

Price

Common Stock, $.10 par value

1,213

N/A

164,210(1)

Common Stock, $.10 par value

103,680

Stock Performance Plan(2)

Common Stock, $.10 par value

15,933

401(k) Plan(3)

If the form is filed by more than one reporting person, see instruction 4(b)(v).

Persons who respond to the collection of information contained in
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(Over)
SEC2270 (9-02)

FORM 5 (continued)

Table II ¾ Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security (Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deriva-
    tive Sec-
    urity

3. Trans
    -action
    Date
   (Month/
    Day/
    Year)

3A. Deem
      -ed Ex-
      ecution
      Date, if
      any
     (Month/
       Day/
       Year)

4. Trans-
    action
    Code
    (Instr.8)

5. Number of Deriva-
    tive Securities Acquired (A) or Dis-
    posed of (D)
    (Instr. 3, 4 and 5)

6. Date Exercis-
    able and Expi-
    ration Date
    (Month/Day/
     Year)

7. Title and Amount of Underly-
ing Securities
(Instr. 3 and 4)

8. Price
    of
    De-
    riva-
    tive
    Secu-
    rity
(Instr. 5)

9. Number
   of De-
   rivative
   Securi-
   ties Ben-
   eficially
   Owned
   at End of
   Year
   (Instr. 4)

10. Owner-
      ship of
      Deriva-
      tive Se-
      curity:
      Direct
      (D) or
      Indirect
      (I)
      (Instr. 4)

11. Nature of
     Indirect
     Benefi-
     cial
     Owner-
     ship
     (Instr. 4)

(A)

(D)

  Date
  Exer-
  cisable

  Expira-
  tion
  Date

Title

Amount or
Number of
Shares

Stock Options(a)

9.6719(b)

4/21/01

4/20/10

Common Stock

10,340

N/A

4/21/02

4/20/10

Common Stock

10,340

4/21/03(d)

4/20/10

Common Stock

161,668

4/21/04(d)

4/20/10

Common Stock

10,340

4/21/05(d)

4/20/10

Common Stock

10,340

4/21/06(d)

4/20/10

Common Stock

10,340

213,368(c)

Explanation of Responses:

(1) Acquired through the Company’s Employee Stock Purchase Plan. Number of shares may reflect reinvested dividends.

(2) These securities were awarded at various dates pursuant to the Company’s Stock Performance Plan based upon the satisfaction of conditions contained in that Plan. The recipient has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of additional conditions. These shares represent a portion of the total of 103,680 shares granted to Reporting Person under this Plan.

(3) Based upon information supplied as of 12/31/02 by the Plan’s recordkeeper. Number of shares varies periodically based on contributions to plan.

(a) Granted by the Compensation Committee of the Board Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan") effective April 21, 2000. Consideration for granted options is grantee's performance and continued service with Company as specified in the Plan.

(b) The original exercise price per share of $38.6875 was adjusted to reflect the two-for-one stock splits effective August 23, 2000, and November 21, 2001, respectively.

(c) Amount represents original grant of options to buy 53,342 shares of Company's common stock, after adjustment to reflect two-for-one stock splits

effective August 23, 2000 and November 21, 2001, respectively.

(d) Due to the satisfaction of conditions established pursuant to the Plan, 161,668 options will vest and become exercisable on 4/21/03, and an additional 10,340 will vest on each of 4/21/04, 4/21/05 and 4/21/06.

		/S/ LINDA S. DOWNS

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	**Signature of Reporting Person	Date
	See18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	LINDA S. DOWNS

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SEC2270 (9-02)