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

Feb 12, 2003

5 1 kkf5.htm KIRK FORM 5

[ ]	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* Kirk Kenneth
D. | 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) 4041 N. Central Ave., Ste. 1500 | 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) | | | X | Form Filed by One Reporting Person | | |
| (Street) Phoenix AZ 85012 | | | | | | | 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 | | | | 1,228 | A | N/A | 1,228(1) | D | |
| Common Stock, $.10 par value | 12/23/02 | | G | 500 | D | N/A | 550,371 | I | Revocable trust w/Spouse |
| Common Stock, $.10 par value | | | | | | | 114,220 | I | Stock Performance Plan(2) |
| Common Stock, $.10 par value | | | | | | | 768 | I | 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 this form are not required to respond unless the form displays a currently valid OMB control number. (Over) SEC2270 (9-02)

FORM 5 (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 Deriva- tive Sec- urity	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)
		(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		D
				4/21/02	4/20/10	Common Stock	10,340
				4/21/03(d)	4/20/10	Common Stock	15,764
				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		67,464(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. (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 16,866 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, 15,764 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, subject to grantee's continued service with Company as specified in the Plan. |

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

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Page 2 SEC2270 (9-02)