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

May 1, 2003

4 1 form4.htm DOWNS FORM 4 Form 4

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(Print or Type Responses)

1. Name and Address of Reporting Person* Downs Linda S.	2. Issuer Name and Ticker or Trading Symbol Brown & Brown, Inc. (BRO)
								Director	10% Owner
							X	Officer (give title below)	Other (specify below)
							Regional Executive Vice President
(Last) (First) (Middle) 2600 Lake Lucien Dr., Ste. 330	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) Orlando FL 32751								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		F		49,305	D	$35.77
Common Stock, $.10 par value	5/1/03		M		182,348	A	$ 9.67188	298,441	D
Common Stock, $.10 par value								113,680	I	Stock Performance Plan(1)
Common Stock, $.10 par value								15,933	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)

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 Acquired (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)	$ 9.67188	5/1/03	M			10,340	4/21/01	4/20/10	Common Stock	10,340		D
Stock Options(a)	$ 9.67188	5/1/03	M			10,340	4/21/02	4/20/10	Common Stock	10,340		D
Stock Options(a)	$ 9.67188	5/1/03	M			161,668	4/21/03	4/20/10	Common Stock	161,668		D
Stock Options(a)	$ 9.67188						4/21/04(b)	4/20/10	Common Stock	10,340		D
Stock Options(a)	$ 9.67188						4/21/05(b)	4/20/10	Common Stock	10,340		D
Stock Options(a)	$ 9.67188						4/21/06(b)	4/20/10	Common Stock	10,340		D
Stock Options(a)	$ 31.56						3/23/13	3/24/13	Common Stock	54,113(c)	85,133	D

Explanation of Responses:
(1) These securities were granted pursuant to the Company’s Stock Performance Plan. Until the satisfaction of conditions contained in that 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, an additional 10,340 options will vest on each of 4/21/04, 4/21/05 and 4/21/06, subject to grantee's continued service with 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.	**Signature of Reporting Person	Date
	See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	LINDA S. DOWNS

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