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

Jan 28, 2003

5 1 hbform5.htm HYATT'S 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 Brown J.
Hyatt | 2. Issuer Name and Ticker or Trading Symbol BRO | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | X | Director | X | 10% Owner | |
| | | | | | | X | Officer (give title below) | | Other (specify below) | |
| | | | | | | Chairman and Chief Executive Officer | | | | |
| (Last) (First) (Middle) 213 Riverside Drive | 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) Ormond Beach FL 32176 | | | | | | | 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 | 12/3/02 | | G | 2,245 | D | N/A | 18,335 | | D* | |
| Common Stock, $.10 par value | | | | | | | 10,870,664 | | I | Limited Partnership |

• 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)

**Joint with Spouse

5. Number of Deriva- tive Securities Ac- quired (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)
(A)	(D)	Date Exer- cisable	Expira- tion Date	Title	Amount or Number of Shares

Explanation of Responses:
(1) Based upon information supplied as of 12/31/02 by the Plan's recordkeeper. Number of shares varies periodically based on contributions to the plan.

Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	/S/ J. HYATT BROWN — **Signature of Reporting Person
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	J. Hyatt
Brown

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.

Page 2 SEC2270 (9-02)

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