BROWN & BROWN, INC. — Director's Dealing 2003

May 2, 2003

4 1 form4.htm FORM 4 - JIM HENDERSON

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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 and Chief Operating Officer
(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 May 1, 2003				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	5/1/03		G		2,000	D	N/A	27,340	D
Common Stock, $.10 par value								179,224**	D
Common Stock, $.10 par value								128,155	I	Stock Performance Plan(1)
Common Stock, $.10 par value								241,521(2)	I	401(k) Plan(2)

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	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)
		Code	V	(A)	(D)	Date Exer- cisable	Expira- tion Date	Title	Amount or Number of Shares
Stock Options (a)	$ 9.6719					4/21/01	4/20/10	Common Stock	10,340		D
	9.6719					4/21/02	4/20/10	Common Stock	10,340		D
	9.6719					4/21/03	4/20/10	Common Stock	187,416		D
	9.6719					4/21/04(b)	4/20/10	Common Stock	10,340		D
	9.6719					4/21/05(b)	4/20/10	Common Stock	10,340		D
	9.6719					4/21/06(b)	4/20/10	Common Stock	10,340		D
	$31.56					3/23/13	3/24/13	Common Stock	100,000	339,116	D

| Explanation of Responses: |
| --- |
| (1) These securities were granted pursuant to the Company’s Stock Performance Plan. The recipient has neither voting rights nor dividend entitlement with
respect to a portion of these shares, and full ownership will not vest until the satisfaction of additional conditions. (2) 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"). Consideration for granted options is grantee's performance and
continued service with Company as specified in the Plan . (b) Due to the satisfaction of conditions established pursuant to the Plan, the vesting of these options was accelerated, so that an additional 10,340 will vest on each of 4/21/04, 4/21/05 and 4/21/06,
subject to grantee's continued service with the Company as specified in the Plan. (c) These options vest and become exercisable on 3/23/13, unless accelerated based on satisfaction of conditions established pursuant to 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

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