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

Jan 13, 2003

4 1 trf4.htm TOM RILEY'S FORM 4

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(Print or Type Responses)

| 1. Name and Address of Reporting Person* Riley Thomas
E. | 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) 111 SE 8th Ave., #1602 | 3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) | | 4. Statement for Month/Day/Year January/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) Ft. Lauderdale FL 33301 | | | | | | | | 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 | | | | | | | | 42,780(1) | D | Individually |
| Common Stock, $.10 par value | | | | | | | | 115,300 | I | Stock Performance Plan(2) |
| Common Stock, $.10 par value | | | | | | | | 32,089 | I | 401(k) Plan(3) |
| Common Stock, $.10 par value | 1/11/03 | | J | V | 425 | A | N/A | 425 | I | Spouse(4) |

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	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)	9.6719(b)					4/21/01	4/20/10	Common Stock	10,340		D
	9.6719(b)					4/21/02	4/20/10	Common Stock	10,340		D
	9.6719(b)					4/21/03(d)	4/20/10	Common Stock	75,044		D
	9.6719(b)					4/21/04(d)	4/20/10	Common Stock	10,340		D
	9.6719(b)					4/21/05(d)	4/20/10	Common Stock	10,340		D
	9.6719(b)					4/21/06(d)	4/20/10	Common Stock	10,340	126,744(c)	D

Explanation of Responses:
(1) Total includes shares acquired through the Company's Employee Stock Purchase Plan in 2002. (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. (3) Based upon information supplied as of 1/8/03 by the Plan's recordkeeper. Number of shares varies periodically based on contributions to plan. (4) Acquired as result of marriage on 1/11/03. Reporting Person disclaims beneficial ownership in shares owned by Spouse of Reporting Person. (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 31,686 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) These options vest and become exercisable on 4/20/10, unless accelerated based on satisfaction of conditions established pursuant to the Plan, in which case up to 75,044 options may vest and become exercisable
on 4/21/03, and an additional 10,340 would vest on each of 4/21/04, 4/21/05 and 4/21/06.
		/S/ THOMAS E. RILEY	1/11/03
**	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).	THOMAS E. RILEY

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