BROWN & BROWN, INC. — Director's Dealing 2002

Dec 30, 2002

4 1 jhf4.htm JIM HENDERSON FORM 4

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(Print or Type Responses)

1. Name and Address of Reporting Person* Henderson Jim W.	2. Issuer Name and Ticker or Trading Symbol Brown & Brown, Inc. (BRO)
							X	Director	10% Owner
							X	Officer (give title below)	Other (specify below)
							President, Chief Operating Officer and Assistant Treasurer
(Last) (First) (Middle) 220 S. Ridgewood Ave.	3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)		4. Statement for Month/Day/Year December/2002				7. Individual or Joint/Group Filing (Check Applicable Line)
			5. If Amendment, Date of Original (Month/Day/Year)				X	Form filed by One Reporting Person
(Street) Daytona Beach FL 32114								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 Execution 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 Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Owner- ship (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.10 par value	12/26/02		G		1,000	D	N/A	28,120	D
Common Stock, $.10 par value								179,224*	D
Common Stock, $.10 par value								107,300(1)	I	Stock Performance Plan
Common Stock, $.10 par value								238,447(2)	I	401(k) Plan

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 this form are not required to respond unless the form displays a currently valid OMB control number.	(Over) SEC 1474 (9-02)

• These shares are owned jointly with spouse.

FORM 4 (continued) — 1. Title of Derivative Security (Instr. 3)	Table II ¾ Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) — 2. Conver- sion or Exercise Price of Deri- vative Security	3. Trans- action Date (Month/ Day/ Year)	4. Trans- action Code (Instr.8)		5. Number of Deriv- ative Securities Ac- quired (A) or Dis- posed of (D) (Instr. 3, 4 and 5)		6. Date Exer- cisable and Expiration Date (Month/Day/ Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Deriv- ative Secur- ity (Instr. 5)	9. Number of deriv- ative Secur- ities Bene- ficially Owned Follow- ing Reported Trans- action(s) (Instr. 4)	10. Owner- ship Form of Deri- vative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Benefi- cial Owner- ship (Instr. 4)
			Code	V	(A)	(D)	Date Exer- cisable	Expira - tion Date	Title	Amount or Number of Shares
Stock Options (a)	9.6719(b)	04/21/00	A		239,116(c)		4/21/01(d)	4/20/10	Common Stock	239,116(c)	N/A(e)	239,116(c)	D	N/A

Explanation of Responses:
(1) 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. (2) Based upon information supplied as of 12/31/01 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"). (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 59,779 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) 5,170 options vest and become exercisable on 4/21/01 and 4/21/02, respectively. The remaining options vest and become exercisable on 4/20/10, unless accelerated based on satisfaction of conditions established pursuant to the Plan. (e) Consideration for granted options is grantee's performance and continued service with Company as specified in the Plan.

Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	/S/ JIM W. HENDERSON — **Signature of Reporting Person
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	JIM W.
HENDERSON

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, s ee Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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