As filed with the Securities and Exchange Commission on August 3, 2000
Registration Statement No. 33-________
_________________________________________________________________
_________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
______________________________________
BROWN & BROWN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-0864469
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
220 SOUTH RIDGEWOOD AVENUE
DAYTONA BEACH, FLORIDA 32115
(Address of Principal Executive Office) (Zip Code)
BROWN & BROWN, INC.
2000 INCENTIVE STOCK OPTION PLAN FOR EMPLOYEES
(Full title of the plan)
______________________
LAUREL L. GRAMMIG
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
BROWN & BROWN, INC.
401 E. JACKSON STREET, SUITE 1700
TAMPA, FLORIDA 33602
(Name and address of agent for service)
(813) 222-4100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
| | Proposed | Proposed | |
Title of | Amount | maximum | maximum | Amount of |
securities | to be | offering | aggregate | registration |
to be registered | Registered | price | offering | fee |
| | per share*| price* | |
__________________|_____________|____________|______________|______________|
| | | | |
Common stock, par | | | | |
value $.10 per | 300,000 | $47.71 |$14,313,000.00| $3,778.63 |
share.............| shares | | | |
__________________|_____________|____________|______________|______________|
* Estimated pursuant to Rules 457(c) and (h) under the
Securities Act of 1933, solely for the purpose of calculating the
registration fee. The fee is calculated upon the basis of the
average between the high and low sales price for shares of common
stock of the registrant as reported on the New York Stock
Exchange on July 31, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Brown & Brown,
Inc. f/k/a Poe & Brown, Inc. (the "Company") with the Commission
are incorporated by reference:
(1) The Company's annual report on Form 10-K for the year
ended December 31, 1999;
(2) The Company's quarterly report on Form 10-Q for the
quarter ended March 31, 2000;
(3) The Company's Proxy Statement, dated March 15, 2000,
for the Company's 2000 Annual Meeting of Shareholders; and
(4) The description of the Company's common stock contained
in the Company's Registration Statement on Form S-4, File Number
33-58090, filed with the Commission on February 10, 1993, as
amended.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of the filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Florida corporation. Reference is made to
Section 607.0850 of the Florida Business Corporation Act, which
permits, and in some cases requires, indemnification of
directors, officers, employees, and agents of the Company under
certain circumstances and subject to certain limitations.
Under Article VII of the Company's Bylaws, the Company is
required to indemnify its officers and directors, and officers
and directors of certain other corporations serving as such at
the request of the Company, against all costs and liabilities
incurred by such persons by reason of their having been an
officer or director of the Company or such other corporation,
provided that such indemnification shall not apply with respect
to any matter as to which such officer or director shall be
finally adjudged to have been individually guilty of gross
negligence or willful malfeasance in the performance of his or
her duty as a director or officer, and provided further that the
indemnification shall, with respect to any settlement
of any suit, proceeding, or claim, include reimbursement of any amounts
paid and expenses reasonably incurred in settling any such suit,
proceeding, or claim when, in the judgment of the Board of
Directors, such settlement and reimbursement appeared to be for
the best interests of the Company.
The Compensation Committee of the Company's Board of
Directors (the "Committee") has authority to grant options to
employees under the Company's 2000 Incentive Stock Option Plan
for Employees being registered hereunder (the "Plan"), and is
responsible for the general administration and interpretation of
the Plan. The Plan provides that members of the Committee (and
any officers or employees of the Company to whom authority to act
for the Board of Directors or the Committee is delegated) have a
right to indemnification with respect to claims arising against
them individually as a result of their administration of the
Plan. This right does not apply in the case where such person is
adjudged liable for gross negligence, bad faith, or intentional
misconduct in the performance of his or her duties.
The Company has purchased insurance with respect to, among
other things, liabilities that may arise under the statutory
provisions referred to above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4 - Brown & Brown, Inc. 2000 Incentive Stock Option
Plan for Employees
5 - Opinion of the Company's General Counsel as to
the legality of the securities being registered
hereunder
23a - Consent of Arthur Andersen LLP, independent
certified public accountants
23b - Opinion of the Company's General Counsel (included in
Exhibit 5)
24a - Powers of attorney for individual directors
24b - Resolutions adopted by the Board of Directors
and certified by the Secretary of the Company
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions (see Item 6) or otherwise,
the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Daytona Beach, State of
Florida, on July 31, 2000.
BROWN & BROWN, INC.
By: *
_____________________________
J. Hyatt Brown, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
report has been signed by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature Title Date
_________ _____ ____
*
______________________ Chairman of the Board, President July 31, 2000
J. Hyatt Brown and Chief Executive Officer
(Principal Executive Officer)
* Director July 31, 2000
______________________
Samuel P. Bell, III
* Director July 31, 2000
______________________
Bradley Currey, Jr.
* Director July 31, 2000
______________________
Jim W. Henderson
* Director July 31, 2000
______________________
David H. Hughes
* Director July 31, 2000
______________________
Theodore J. Hoepner
* Director July 31, 2000
______________________
Toni Jennings
* Director July 31, 2000
______________________
Jan E. Smith
* Vice President, Treasurer and July 31, 2000
_______________________ Chief Financial Officer (Principal
Cory T. Walker Financial and Accounting Officer)
*By: /S/ LAUREL L. GRAMMIG
_______________________
Laurel L. Grammig
Attorney-in-Fact
EXHIBITS
Exhibit 4 Brown & Brown, Inc. 2000 Incentive Stock Option
Plan for Employees
Exhibit 5 Opinion of the Company's General Counsel as to the
legality of the securities being registered hereunder
Exhibit 23a Consent of Arthur Andersen LLP, independent
certified public accountants
Exhibit 23b Opinion of the Company's General Counsel (included
in Exhibit 5)
Exhibit 24a Powers of attorney for individual directors and
certain officers
Exhibit 24b Resolutions adopted by the Board of Directors and
certified by the Secretary of the Company
EXHIBIT 4
BROWN & BROWN, INC.
2000 INCENTIVE STOCK OPTION PLAN FOR EMPLOYEES
Establishment, Purpose and Term of Plan.
0.1 ESTABLISHMENT. Brown & Brown, Inc. 2000 Incentive
Stock Option Plan for Employees (the "Plan") is hereby
established effective as of January 1, 2000 (the "Effective
Date").
0.2 PURPOSE. The purpose of the Plan is to promote
the success of the Corporation and its stockholders by attracting
and retaining employees by supplementing their cash compensation
and providing a means for them to increase their holdings of
Stock of the Corporation. The opportunity so provided and the
receipt of Options as compensation are intended to foster in
participants a strong incentive to put forth maximum effort for
the continued success and growth of the Corporation for the
benefit of customers and stockholders, to aid in retaining
individuals who put forth such efforts, and to assist in
attracting the best available individuals in the future. Such
Options will be granted to certain Employees to recognize and
reward outstanding individual performance.
0.3 TERM OF PLAN. The Plan shall continue in effect
until the earlier of its termination by the Board or the date on
which all of the shares of Stock available for issuance under the
Plan have been issued. However, all Options shall be granted, if
at all, within ten (10) years from the Effective Date.
Notwithstanding the foregoing, if the maximum number of shares of
Stock issuable pursuant to the Plan as provided in Section 3.1
has been increased at any time, all Options shall be granted, if
at all, within ten (10) years from the date such amendment was
adopted by the Board.
1. DEFINITIONS AND CONSTRUCTIONS.
1.1 DEFINITIONs. Whenever used herein, the following
terms shall have their respective meanings set forth below:
(a) "BOARD" means the Board of Directors of the
Corporation.
(b) "CODE" means the Internal Revenue Code of
1986, as amended, and any applicable regulations promulgated
thereunder.
(c) "COMMITTEE" means the Compensation Committee
of the Board or such other committee of the Board duly
appointed to administer the Plan, and being composed and
having such powers as are specified in the Plan or by the
Board as generally provided for in the Plan.
(d) "CORPORATION" means Brown & Brown, Inc., a
Florida corporation, or any successor corporation thereto.
(e) "DISABILITY" means, with respect to a
particular Optionee, that he or she is entitled to receive
benefits under the long-term disability plan of the
Corporation or a Subsidiary, as applicable, or, in the
absence of such a plan, the complete and permanent inability
by reason of illness or accident to perform the duties of
the person's occupation at the time when such disability
commenced, or, if the Optionee was retired when such
disability commenced, the inability to engage in any
substantial gainful activity, in either case as determined
by the Committee based upon medical evidence acceptable to
it.
(f) "EMPLOYEE" means any person treated as an
employee (including an officer or a director who is also
treated as an employee) in the records of the Corporation
and its Subsidiaries.
(g) "EXCHANGE ACT" means the Securities Exchange
Act of 1934, as amended.
(h) "FAIR MARKET VALUE" means, as of any date,
the closing price of the Stock on the New York Stock
Exchange, Inc. (as published by THE WALL STREET JOURNAL, if
published) on the day prior to such date, or if the Stock
was not traded on such day, on the next preceding day on
which the Stock was traded.
(i) "INCENTIVE STOCK OPTION" means an Option so
denominated in the Option Agreement and which qualifies as
an incentive stock option within the meaning of Section
422(b) of the Code.
(j) "NONQUALIFIED STOCK OPTION" means an Option
so denominated or which does not qualify as an Incentive
Stock Option.
(k) "OPTION" means a right to purchase Stock
(subject to adjustment as provided in Section 3.2) pursuant
to the terms and conditions of the Plan. An Option may be
either an Incentive Stock Option or a Nonqualified Stock
Option.
(l) "OPTION AGREEMENT" means a written agreement
between the Corporation and an Optionee setting forth the
terms, conditions and restrictions of an Option granted to
the Optionee.
(m) "OPTIONEE" means a person who has been
granted one or more Options under this Plan and has executed
an Option Agreement.
(n) "OWNERSHIP CHANGE EVENT" shall mean the
occurrence of any of the following with respect to the
Corporation:
(i) the direct or indirect sale or
exchange in a single or series of related transactions
by the stockholders of the Corporation of more than
fifty percent (50%) of the voting stock or beneficial
ownership of the Corporation;
(ii) a merger or consolidation in which
the Corporation is a party; or
(iii) the sale, exchange, or
transfer of all or substantially all of the assets of
the Corporation.
(o) "RULE 16B-3" means Rule 16b-3 under the
Exchange Act, as amended from time to time, or any successor
rule or regulation.
(p) "STOCK" means the Corporation's common stock,
$.10 par value, as adjusted from time to time in accordance
with Section 3.2.
(q) "SUBSIDIARY" means any present or future
"subsidiary corporation" of the Corporation, as defined in
Section 424(f) of the Code.
(r) "TEN PERCENT OWNER OPTIONEE" means an
Optionee who, at the time an Option is granted to the
Optionee, owns stock constituting more than ten percent
(10%) of the total combined voting power of all classes of
stock of Corporation within the meaning of Section 422(b)(6)
of the Code. For the purpose of determining under any
provision of this Plan whether an Optionee owns stock
possessing more than ten percent of the total combined
voting power of all classes of stock of the Corporation,
attribution rules contained in Section 424(d) of the Code
shall apply.
(s) "TRANSFER OF CONTROL" shall mean an Ownership
Change Event or a series of related Ownership Change Events
(collectively, the "TRANSACTION") wherein the stockholders
of the Corporation immediately before the Transaction do not
retain immediately after the Transaction, in substantially
the same proportions as their ownership of shares of the
Corporation's voting stock immediately before the
Transaction, direct or indirect beneficial ownership of more
than fifty percent (50%) of the total combined voting power
of the outstanding voting stock of the Corporation or the
corporation or corporations to which the assets of the
Corporation were transferred (the "TRANSFEREE
CORPORATION(S)"), as the case may be. For purposes of the
preceding sentence, indirect beneficial ownership shall
include, without limitation, an interest resulting from
ownership of the voting stock of one or more corporation
which, as a result of the Transaction, own the Corporation
or the Transferee Corporation(s), as the case may be, either
directly or through one or more subsidiary corporations.
The Committee shall have the right to determine whether
multiple sales or exchanges of the voting stock of the
Corporation or multiple Ownership Change Events are related,
and its determination shall be final, binding and
conclusive.
1.2 CONSTRUCTION. Captions and titles contained
herein are for convenience only and shall not affect the meaning
or interpretation of any provision of the Plan. Except when
otherwise indicated by the context, the singular shall include
the plural, the plural shall include the singular, and the term
"or" shall include the conjunctive as well as the disjunctive.
2. ADMINISTRATION.
2.1 ADMINISTRATION. The Plan shall be administered by
the Committee which shall be duly appointed by the Board. All
questions of interpretation of the Plan or of any Option shall be
determined by the Committee, and such determination shall be
final and binding upon all persons having an interest in the Plan
or such Option. The composition of the Committee shall at all
times comply with the requirements of Rule 16b-3 under the
Exchange Act and with the requirements of Section 162(m) of the
Code, and all members of the Committee shall be "non-employee
directors" as defined by Rule 16b-3 and "outside directors" as
referred to in Section 162(m).
2.2 POWERS OF THE COMMITTEE. The Committee shall have
full power and authority with respect to the Plan, except those
specifically reserved to the Board, and subject at all times to
the terms of the Plan and any applicable limitations imposed by
law. In addition to any other powers set forth in the Plan and
subject to the provisions of the Plan, the Committee shall have
the full and final power and authority, in its sole discretion:
(a) to determine the persons to whom, and the
time or times at which, Options shall be granted and the
number of shares of Stock to be subject to each Option,
which determination need not be uniform among persons
similarly situated and may be made selectively among
Employees;
(b) to designate Options as Incentive Stock
Options or Nonqualified Stock Options;
(c) to determine the terms, conditions and
restrictions applicable (which need not be identical) to
each Option, including, without limitation, (i) the exercise
price of the Option, (ii) the method of payment for shares
purchased upon the exercise of the Option, (iii) the method
for satisfaction of any tax withholding obligations arising
in connection with the Option, including by the withholding
or delivery of shares of Stock, (iv) the timing, terms and
conditions of the exercisability of the Option, (v) the time
of the expiration of the Option, (vi) the effect of the
Optionee's termination of employment or service with
Corporation on any of the foregoing, and (vii) all other
terms, conditions and restrictions applicable to the Option
or such shares not inconsistent with the terms of the Plan;
(d) to approve one or more forms of Option
Agreement;
(e) to amend the exercisability of any Option,
including with respect to the period following an Optionee's
termination of employment or service with the Corporation;
(f) to prescribe, amend or rescind rules,
guidelines and policies relating to the Plan, or to adopt
supplements to, or alternative versions of, the Plan,
including, without limitation, as the Committee deems
necessary or desirable to comply with the laws
of, or to accommodate the tax policy or custom of,
foreign jurisdictions whose citizens may be granted Options;
(g) to correct any defect, supply any omission,
or reconcile any inconsistency in the Plan or any Option
Agreement and to make all other determinations and take such
other actions with respect to the Plan or any Option as the
Committee may deem advisable to the extent consistent with
the Plan and applicable law;
(h) to establish performance goals on which the
vesting of the Options are based; and
(i) to certify in writing that such performance
goals referred to in subsection (h) above have been met.
2.3 DISINTERESTED ADMINISTRATION. The Plan shall be
administrated in compliance with the "disinterested
administration" requirements of Rule 16b-3, specifically but not
limited to 16b-3(d)(1).
3. SHARES SUBJECT TO PLAN.
3.1 MAXIMUM NUMBER OF SHARES ISSUABLe. Subject to
adjustment as provided in Section 4.2, the maximum aggregate
number of shares of Stock that may be issued under the Plan shall
be three hundred thousand (300,000) and shall consist of
authorized by unissued or reacquired shares of Stock or any
combination thereof. If an outstanding Option for any reason
expires or is terminated or canceled prior to being fully
exercised, the shares of Stock allocable to the unexercised
portion of such Option shall again be available for issuance
under the Plan. The maximum number of shares of Stock subject to
any Option issued to any Optionee under the Plan shall be three
hundred thousand (300,000).
3.2 ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. In
the event of any stock dividend, stock split, reverse stock
split, recapitalization, combination, reclassification or similar
event or change in the capital structure of the Corporation,
appropriate adjustments shall be made in the number and class of
shares available for issuance under the Plan as set forth in
Section 3.1 and in the number and class of shares of any
outstanding Options. If a majority of the shares which are of
the same class as the shares that are subject to outstanding
Options are exchanged for, converted into, or otherwise become
(whether or not pursuant to an Ownership Change Event) shares of
another corporation (the "NEW SHARES"), the Committee shall amend
the outstanding Options to provide that such Options are
exercisable for or with respect to New Shares. In the event of
any such amendment, the number of shares subject to, and the
exercise price per share of, the outstanding Options shall be
adjusted in a fair and equitable manner as determined by the
Committee, in its sole discretion. Notwithstanding the
foregoing, any fractional share resulting from an adjustment
pursuant to this Section 3.2 shall be rounded up or down to the
nearest whole number, as determined by the Committee, and in no
event may the exercise price be decreased to any amount less than
the par value, if any, of the stock subject to the Option. The
adjustments determined by the Committee pursuant to this Section
3.2 shall be final, binding and conclusive.
4. ELIGIBILITY AND OPTION LIMITATIONS.
4.1 PERSONS ELIGIBLE FOR OPTIONS. Options may be
granted only to officers and Employees of the Corporation, as
designated by the Committee in its sole discretion. Only
Employees of the Corporation shall be eligible to receive grants
of Incentive Stock Options. The Committee's designation of a
person as a participant in any year does not require the
Committee to designate that person to receive an award under this
Plan in any other year or, if so designated, to receive the same
award as any other participant in any year. The Committee may
consider such factors as it deems pertinent in selecting
participants and in determining the amount of their respective
awards, including, but without being limited to: (a) the
financial condition of the Corporation; (b) expected profits for
the current or future years; (c) the contributions of a
prospective participant to the profitability and success of the
Corporation; and (d) the adequacy of the prospective
participant's other compensation. The Committee, in its
discretion, may grant benefits to a participant under this Plan,
even though stock, stock options, stock appreciation rights and
other benefits previously were granted to him or her under this
or another plan of the Corporation, whether or not the previously
granted benefits have been exercised, but the participant may
hold such options only on the terms and subject to the
restrictions hereafter set forth. A person who has participated
in another benefit plan of the Corporation may also participate
in this Plan.
4.2 DIRECTORS SERVING ON COMMITTEE. No member of the
Committee, while a member, shall be eligible to be granted an
Option.
4.3 FAIR MARKET VALUE LIMITATION. To the extent that
the aggregate Fair Market Value of stock with respect to which
Options designated as Incentive Stock Options are exercisable by
an Optionee for the first time during any calendar year (under
all stock option plans of the Corporation, including this Plan)
exceeds One Hundred Thousand Dollars ($100,000), that portion of
such Options which exceeds such amount shall be treated as
Nonqualified Stock Options. For purposes of this Section 4.3,
Options designated as Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair
Market Value of Stock shall be determined as of the time the
Option with respect to such Stock is granted. If the Code is
amended to provide for a different limitation from that set forth
in this Section 4.3, such different limitation shall be deemed
incorporated herein, effective as of the date of and with respect
to such Options as required or permitted by, such amendment to
the Code. If an Option is treated as an Incentive Stock Option
in part and as a Nonqualified Stock Option in part by reason of
the limitation set forth in this Section 4.3, the Optionee may
designate which portion of such Option the Optionee is exercising
and may request that separate stock certificates representing
each such portion be issued upon the exercise of the Option. In
the absence of such designation, the Optionee shall be deemed to
have exercised the Incentive Stock Option portion of the Option
first.
4.4 NO RIGHT OF GRANT OR EMPLOYMENT. No employee of
the Corporation or a Subsidiary shall have any claim or right to
be granted an Option under the Plan, or, having been selected for
the grant of an Option, to be selected for a grant of any other
Option. Neither the Plan nor any action taken hereunder shall be
construed as giving any Optionee any right to be retained in the
employ or service of the Company or a Subsidiary, or interfere in
any way with the right of the Corporation or its Subsidiaries to
terminate such Employee's employment at any time.
5. TERMS AND CONDITIONS OF GRANTS. Options shall be
evidenced by Option Agreements specifying the number of shares of
Stock covered thereby, in such form as the Committee shall from
time to time establish. Option Agreements may incorporate all or
any of the terms of the Plan by reference and shall comply with
and be subject to the following terms and conditions.
5.1 EXERCISE PRICE. The exercise price for each
Option shall be established in the sole discretion of the
Committee; PROVIDED, HOWEVER, that if an Option is an Incentive
Stock Option, (a) the exercise price per share for such Option
shall not be less than the Fair Market Value of a share of Stock
on the effective date of grant of the Option, and (b) no Option
granted to a Ten Percent Owner Optionee shall have an exercise
price per share less than on hundred ten (110%) of the Fair
Market Value of a share of Stock on the effective date of grant
of such Option. The exercise price for a Nonqualified Stock
Option shall be the same as provided above, unless otherwise
determined by the Committee. Notwithstanding the foregoing, an
Option (whether an Incentive Stock Option or a Nonqualified Stock
Option) may be granted with an exercise price lower than the
minimum exercise price set forth above if such Option is granted
pursuant to an assumption or substitution for another option in a
manner qualifying under the provisions of Section 424(a) of the
Code.
5.2 EXERCISE PERIOD. Options shall be exercisable at
such time or times, or upon such event or events, and subject to
such terms, conditions, performance criteria, and restrictions as
shall be determined by the Committee and set forth in the Option
Agreement evidencing such Option; PROVIDED, HOWEVER, that (a) no
Option shall be exercisable after the expiration of ten (10)
years after the effective date of grant of such Option; and (b)
no Incentive Stock Option granted to a Ten Percent Owner Optionee
shall be exercisable after the expiration of five (5) years after
the effective date of grant of such Option.
5.3 PAYMENT OF OPTION EXERCISE PRICE.
(a) FORMS OF CONSIDERATION AUTHORIZED. Except as
otherwise provided below, payment of the exercise price for
the number of shares of Stock being purchased pursuant to
the exercise of any Option shall be made (i) in cash, by
check, or by cash equivalent, (ii) by tender to the
Corporation of shares of Stock owned by the Optionee having
a Fair Market Value (as determined by the Corporation
without regard to any restrictions on transferability
applicable to such Stock by reason of federal or state
securities laws or agreements with an underwriter for the
Corporation) not less than the exercise price, (iii) by the
assignment of the proceeds of a sale or loan with respect to
some or all of the shares of stock being acquired upon the
exercise of the Option (including, without limitation,
through an exercise complying with the provisions of
Regulation T as promulgated from time to time by the Board
of Governors of the Federal Reserve System) (a "CASHLESS
EXERCISE"), (iv) by such other consideration as may be
approved by the Committee from time to time to the extent
permitted by applicable law, or (v) by any combination
thereof. The Committee may at any time or from time to
time, by adoption of or by amendment to the standard forms
of Option Agreement described in Section 6 hereof, or by
other means, grant Options which do not permit all of the
foregoing forms of consideration to be used in payment of
the exercise price or which otherwise restrict one or more
forms of considerations.
(b) TENDER OF STOCK. Notwithstanding the
foregoing, an Option may not be exercised by tender to the
Corporation of shares of Stock to the extent such tender
would constitute a violation of the provisions of any law,
regulation or agreement restricting the redemption of the
Corporation's Stock. Unless otherwise provided by the
Committee, an Option may not be exercised by tender to the
Corporation of shares of Stock unless such shares either (i)
have been owned by the Optionee for more than six (6) months
or (ii) were not acquired, directly or indirectly, from the
Corporation.
(c) CASHLESS EXERCISE. The Corporation reserves,
at any and all times, the right, in the Corporation's sole
and absolute discretion, to establish, decline to approve or
terminate any program or procedures for the exercise of
Options by means of a Cashless Exercise.
5.4 TAX WITHHOLDING. The Corporation shall have the
right, but not the obligation, to deduct from the shares of Stock
issuable upon the exercise of an Option, a number of whole shares
of Stock having a Fair Market Value, as determined by the
Corporation, equal to all or any part of the federal, state,
local and foreign taxes, if any, required by law to be withheld
by the Corporation with respect to such Option. Alternatively,
or in addition, in its sole discretion, the Corporation shall
have the right to require the Optionee, through payroll
withholding, cash payment or otherwise, including by means of a
Cashless Exercise, to make adequate provision for any such tax
withholding obligations of the Corporation arising in connection
with the exercise. The Corporation shall have no obligation to
deliver shares of Stock or cash, or to release shares of Stock
from an escrow established pursuant to the Option Agreement,
until the Corporation's tax withholding obligations have been
satisfied by the Optionee.
6. STANDARD FORMS OF OPTION AGREEMENT.
6.1 INCENTIVE STOCK OPTIONS. Unless otherwise
provided by the Committee at the time the Option is granted, an
Option designated as an "Incentive Stock Option" shall comply
with and be subject to the terms and conditions set forth in the
appropriate form of Incentive Stock Option Agreement as adopted
by the Committee and as amended from time to time.
6.2 NONQUALIFIED STOCK OPTIONS. Unless otherwise
provided by the Committee at the time the Option is granted, an
Option designated as a "Nonqualified Stock Option" shall comply
with and be subject to the terms and conditions set forth in the
appropriate form of Nonqualified Stock Option Agreement as
adopted by the Committee and as amended from time to time.
6.3 STANDARD TERM OF OPTIONS. Except as otherwise
provided by the Committee in the grant of an Option, any Option
granted hereunder shall have a term of ten (10) years from the
effective date of grant of the Option.
6.4 STANDARD VESTING PROVISIONS. Except as otherwise
provided by the Committee in the grant of an Option, any Option
granted hereunder shall become vested based upon the attainment
of certain performance levels as described in the Option
Agreement executed in connection with such Option.
6.5 AUTHORITY TO VARY TERMS. The Committee shall have
the authority from time to time to vary the terms of any of the
standard forms of Option Agreement described in this Section 6
either in connection with the grant or amendment of any
individual Option or in connection with the authorization of a
new standard form or forms; provided, however, that the terms and
conditions of any such new, revised or amended standard form or
forms of Option Agreement shall be in accordance with the terms
of the Plan. The Committee, may in its discretion, provide for
the extension of the exercise period of an Option, accelerate the
vesting of an Option, eliminate or make less restrictive any
restrictions contained in an Option Agreement, or waive any
restriction or provision of this Plan or an Option Agreement in
any manner that is either (i) not adverse to the Optionee or (ii)
consented to by the Optionee.
7. NONTRANSFERABILITY OF OPTIONS. During the lifetime of
the Optionee, an Option shall be exercisable only by the Optionee
or the Optionee's guardian or legal representative. No Option
shall be assignable or transferable by the Optionee, except by
will or by the laws of descent and distribution. Following an
Optionee's death, the Option shall be exercisable to the extent
provided in Section 8 below.
8. EFFECT OF TERMINATION OF SERVICE.
8.1 OPTION EXERCISABILITY.
(a) TIME OF SERVICE. No Option granted under
this Plan may be exercised before the Optionee's completion
of such period of service as may be specified by the
Committee in the Option Agreement. Thereafter, or if no
such period is specified, subject to the provisions of
subsections (b), (c), (d), (e) and (f) of this Section 8.1,
the Optionee may exercise the Option in full or in part at
any time until expiration of the Option.
(b) CONTINUED EMPLOYMENT. An Optionee cannot
exercise an Option granted under this Plan unless, at the
time of exercise, he has been continuously employed by the
Corporation since the date such Option was granted. The
Committee may decide in each case to what extent bona fide
leaves of absence for illness, temporary disability,
government or military service, or other reasons will not be
deemed to interrupt continuous employment.
(c) TERMINATION OF SERVICE. Except as provided
in subsections (d), (e), (f) and (g) of this Section 8.1, an
Optionee cannot exercise an Option after he ceases to be an
Employee of the Corporation, unless the Committee, in its
sole discretion, grants the recipient an extension of time
to exercise the Option after termination of employment. The
extension of time of exercise that may be granted by the
Committee under this subsection (c) shall not exceed three
(3) months after the date on which an Optionee's employment
terminates and in no case shall extend beyond the stated
expiration date of the Option.
(d) RETIREMENT. If an Optionee ceases to be an
Employee as a result of retirement, the Option, to the
extent unexercised and exercisable on the date of his or her
retirement, may be exercised by the Optionee at any time
prior to the expiration of three (3)
months after the date on which he or she ceases to be an
Employee (but no later than the stated expiration date of
the Option). An Employee shall be regarded as retired if
he terminates employment after his or her sixty-fifth (65th) birthday.
(e) DISABILITY. If the Optionee's service with
the Corporation is terminated because of the Disability of
the Optionee, the Option, to the extent unexercised and
exercisable on the date on which the Optionee's service
terminated, may be exercised by the Optionee (or the
Optionee's guardian or legal representative) at any time
prior to the expiration of twelve (12) months after the date
on which the Optionee's service terminated, but in any event
not later than the Option expiration date.
(f) DEATH. If the Optionee's service with the
Corporation is terminated because of the death of the
Optionee, the Option, to the extent unexercised and
exercisable on the date on which the Optionee's service
terminated, may be exercised by the Optionee's legal
representative or other person who acquired the right to
exercise the Option by reason of the Optionee's death at any
time prior to the expiration of twelve (12) months after the
date on which the Optionee's service terminated, but in any
event no later than the Option Expiration Date.
(g) TERMINATION AFTER TRANSFER OF CONTROL. If
the Optionee's service with the Corporation terminates by
reason of Termination After Transfer of Control (as defined
in Section 8.2) hereof, (i) the Option may be exercised by
the Optionee at any time prior to the expiration of three
(3) months from the date on which the Optionee's service
terminated, but in any event no later than the Option
Expiration Date, and (ii) notwithstanding any other
provision of the Option Agreement or this Plan to the
contrary, the Employee shall be deemed to have vested one
hundred percent (100%) As of the date of such Transfer After
Termination of Control.
8.2 TERMINATION AFTER TRANSFER OF CONTROL.
(a) "TERMINATION AFTER TRANSFER OF CONTROL" shall mean
either of the following events occurring after a Transfer of
Control:
(i) termination by the Corporation of the
Optionee's service with Corporation, within twelve (12)
months following a Transfer of Control, for any reason
other than Termination for Cause (as defined below); or
(ii) upon Optionee's Constructive Termination
(as defined below), the Optionee's resignation from
service with the Corporation within twelve (12) months
following the Transfer of Control.
Notwithstanding any provision herein to the contrary,
Termination After Transfer of Control shall not include any
termination of the Optionee's service with the Corporation
which: (i) is a Termination for Cause (as defined below);
(ii) is a result of the Optionee's death or Disability;
(iii) is a result of the Optionee's voluntary termination of
service other than upon Constructive Termination (as defined
below); or (iv) occurs prior to the effectiveness of a
Transfer of Control.
(b) "TERMINATION FOR CAUSE" shall mean termination by
the Corporation of the Optionee's service with the
Corporation for any of the following reasons: (i) theft,
dishonesty, or falsification of any employment or
Corporation records; (ii) improper use or disclosure of the
Corporation's confidential or proprietary information; (iii)
the Optionee's failure or inability to perform any
reasonable assigned duties after written notice from the
Corporation of, and a reasonable opportunity to cure, such
continued failure or inability; (iv) any material breach by
the Optionee of any employment agreement between the
Optionee and Corporation, which breach is not cured pursuant
to the terms of such agreement; or (v) the Optionee's
conviction of any criminal act which, in the Corporation's
sole discretion, impairs Optionee's ability to perform his
or her duties with Corporation. Termination for Cause
pursuant to the foregoing shall be determined in the sole
but reasonably exercised discretion of the Corporation.
(c) "CONSTRUCTIVE TERMINATION" shall mean any one or
more of the following:
(i) without the Optionee's express written
consent, the assignment to the Optionee of any duties,
or any limitation of the Optionee's responsibilities,
substantially inconsistent with the Optionee's
positions, duties, responsibilities and status with the
Corporation immediately prior to the date of a Transfer
of Control;
(ii) without the Optionee's express written
consent, the relocation of the principal place of the
Optionee's employment to a location that is more than
fifty (50) miles from the Optionee's principal place of
employment immediately prior to the date of a Transfer
of Control, or the imposition of travel requirements
substantially more demanding of the Optionee than such
travel requirements existing immediately prior to the
date of a Transfer of Control;
(iii) any failure by the Corporation to
pay, or any material reduction by the Corporation of,
(A) the Optionee's base salary in effect immediately
prior to the date of the Transfer of Control (unless
reductions comparable in amount an duration are
concurrently made for all other employees of the
Corporation with responsibilities, organizational level
and title comparable to the Optionee's), or (B) the
Optionee's bonus compensation, if any, in effect
immediately prior to the date of the Transfer of
Control (subject to applicable performance requirements
with respect to the actual amount of bonus compensation
earned by the Optionee); or
(iv) any failure by the Corporation to (A)
continue to provide the Optionee with the opportunity
to participate, on terms no less favorable than those
in effect for the benefit of any employee group which
customarily includes a person holding the employment
position or a comparable position with Corporation then
held by the Optionee, in any benefit or compensation
plans and programs, including, but not limited to, the
Corporation's life, disability, health, dental, medial,
savings, profit sharing, stock purchase and retirement
plans, if any, in which the Optionee was participating
immediately prior to the date of the Transfer of
Control, or their equivalent, or (B) provide the
Optionee with all other fringe benefits (or their
equivalent) from time to time in effect for the benefit
of any employee group which
customarily includes a person holding the employment
position or a comparable position with the Corporation
then held by the Optionee.
9. INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Board or a
committee thereof or as officers or employees of the Corporation,
members of the Board, the Committee and any officers or employees
of the Corporation to whom authority to act for the Board or
Committee is delegated shall be indemnified by the Corporation
against all reasonable expenses, including attorneys' fees,
incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which
they or any of them may be party by reason of any action taken or
failure to act under or in connection with the Plan, Option, or
any right granted hereunder, and against all amounts in
settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Corporation) or paid in
satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such person is
liable for gross negligence, bad faith or intentional misconduct
in duties; PROVIDED, HOWEVER, that within sixty (60) days after
the institution of such action, suit or proceeding, such person
shall offer to the Corporation, in writing, the opportunity at
its own expense to handle and defend the same. Without limiting
the generality of the foregoing, the Corporation shall pay the
expenses (including reasonable attorneys' fees) of defending any
such claim, action, suit or proceeds in advance of its final
disposition, upon receipt of such person's written agreement to
repay all amounts advanced if it should ultimately be determined
that such person is not entitled to be indemnified under this
Section 9.
10. TERMINATION OR AMENDMENT OF PLAN. The Committee,
without further approval of the stockholders of the Corporation,
may terminate or amend this Plan at any time in any respect as
the Committee deems advisable, subject to any required
shareholder or regulatory approval and to any conditions
established by the terms of such amendment. In any event, no
termination or amendment of the Plan may adversely affect any
then outstanding Option or any unexercised portion thereof
without the consent of the Optionee, unless such termination or
amendment is required to enable an Option designated as an
Incentive Stock Option to qualify as an Incentive Stock Option or
is necessary to comply with any applicable law or government
regulation.
11. DISSOLUTION OF CORPORATION. Upon the dissolution of
the Corporation, the Plan shall terminate and any and all Options
previously granted hereunder shall lapse on the date of such
dissolution.
12. RIGHTS AS STOCKHOLDERS. No Optionee, nor any
beneficiary or other person claiming through an Optionee, shall
have any interest in any shares of Stock allocated for the
purposes of the Plan or that are subject to an Option until such
shares of Stock shall have been issued to the Optionee or such
beneficiary or other person. Furthermore, the existence of the
Options shall not affect the right or power of the Corporation or
its stockholders to make adjustments, or to effect any
recapitalization, reorganization, or other changes in the
Corporation's capital structure or its business; to issue bonds,
debentures, preferred or prior preference stocks affecting the
Stock of the Corporation or the rights thereof; to dissolve the
Corporation or sell or transfer any part of its assets or
business; or to do any other corporate act, whether of a similar
character or otherwise.
13. APPLICATION OF FUNDS. The proceeds received by the
Corporation from the sale of Stock pursuant to Options granted
under this Plan will be used for general corporate purposes.
14. CHOICE OF LAW. The validity, interpretation, and
administration of the Plan and of any rules, regulations,
determinations, or decisions made thereunder, and the rights of
any and all person having or claiming to have any interest
therein or thereunder, shall be determined exclusively in
accordance with the internal laws of the State of Florida.
Without limiting the generality of the foregoing, the period
within which any action in connection with Plan must be commenced
shall be governed by the internal laws of the State of Florida
without regard to the place where the act or omission complained
of took place or the resident of any party to such action. Any
action in connection with the Plan must be brought in the State
of Florida, County of Hillsborough.
15. NUMBER AND GENDER. Unless otherwise clearly indicated
in this Plan, words in the singular or plural shall include the
plural and singular, respectively, where they would so apply, and
words in the masculine or neuter gender shall include the
feminine, masculine or neuter gender where applicable.
16. SHAREHOLDER APPROVAL. The Plan or any increase in the
maximum number of shares of Stock issuable thereunder as provided
in Section 3.1 hereof (THE "MAXIMUM SHARES") shall be approved by
the stockholders of the Corporation within twelve (12) months of
the date of adoption thereof by the Board. Options granted prior
to shareholder approval of the Plan or in excess of the Maximum
Shares previously approved by the stockholders shall become
exercisable no earlier than the date of shareholder approval of
the Plan or such increase in the Maximum Shares, as the case may
be.
IN WITNESS WHEREOF, the undersigned Secretary of the
Corporation certifies that the foregoing Brown & Brown, Inc. 2000
Incentive Stock Option Plan for Employees was duly adopted by the
Board on April 21, 2000.
/S/ LAUREL L. GRAMMIG
___________________________
Laurel L. Grammig
Secretary
Exhibit 5
August 3, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Dear Sir/Madam:
As General Counsel of Brown & Brown, Inc. (the
"Registrant"), I am familiar with the preparation and filing of
the Registrant's Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission on or about August 3,
2000, pursuant to which the Registrant proposes to issue up to
300,000 shares of its common stock, par value $.10 per share
("Registrant's Common Stock"), pursuant to the Brown & Brown,
Inc. 2000 Incentive Stock Option Plan (the "Plan").
I or other attorneys under my supervision
have reviewed the Plan and the Registration Statement, and
have examined and are familiar with the documents, corporate
records and other instruments of the Registrant relating to the
proposed issuance of the Registrant's Common Stock which I deem
relevant and which form the basis of the opinion hereinafter set
forth.
I am of the opinion that under the laws of the State of
Florida, the jurisdiction in which the Registrant is incorporated
and the jurisdiction in which the Registrant has its principal
office, upon the issuance of the shares of the Registrant's
Common Stock pursuant to the aforesaid Registration Statement,
all such shares when so issued will be duly authorized, validly
issued and outstanding, and will be fully paid and non-
assessable.
The undersigned counsel to the Registrant hereby consents to
the use of my opinion as Exhibit 5 to the aforesaid Registration
Statement.
Sincerely yours,
BROWN & BROWN, INC.
/S/ LAUREL L. GRAMMIG
Laurel L. Grammig
Vice President, Secretary
and General Counsel
LLG/jag
EXHIBIT 23a
Consent of Independent Certified Public Accountants
As independent certified public accountants, we hereby consent to the
incorporation by reference of our report dated January 19, 2000
on the consolidated financial statements of Brown & Brown, Inc.
(the "Company") as of December 31, 1999 and 1998 and for each of
the three years in the period ended December 31, 1999, incorporated
by reference into the Company's Form 10-K for the year ended
December 31, 1999, into the Company's Form S-8 dated August 3, 2000.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Orlando, Florida
August 3, 2000.
EXHIBIT 24a
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel L. Grammig
and Thomas M. Donegan, Jr., or either of them, as his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration
Statement for Brown & Brown, Inc. on Form S-8 with respect to the
registration of shares of common stock under the Brown & Brown,
Inc. 2000 Incentive Stock Option Plan for Employees, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or
could in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
/S/ BRADLEY CURREY, JR.
___________________________
Bradley Currey, Jr.
Dated: July 26, 2000
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel L. Grammig
and Thomas M. Donegan, Jr., or either of them, as his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration
Statement for Brown & Brown, Inc. on Form S-8 with respect to the
registration of shares of common stock under the Brown & Brown,
Inc. 2000 Incentive Stock Option Plan for Employees, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or
could in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
/S/ SAMUEL P. BELL III
________________________
Samuel P. Bell III
Dated: July 26, 2000
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel L. Grammig
and Thomas M. Donegan, Jr., or either of them, as his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration
Statement for Brown & Brown, Inc. on Form S-8 with respect to the
registration of shares of common stock under the Brown & Brown,
Inc. 2000 Incentive Stock Option Plan for Employees, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or
could in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
/S/ J. HYATT BROWN
______________________
J. Hyatt Brown
Dated: July 26, 2000
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel L. Grammig
and Thomas M. Donegan, Jr., or either of them, as his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration
Statement for Brown & Brown, Inc. on Form S-8 with respect to the
registration of shares of common stock under the Brown & Brown,
Inc. 2000 Incentive Stock Option Plan for Employees, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or
could in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
/S/ JIM W. HENDERSON
________________________
Jim W. Henderson
Dated: July 26, 2000
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel L. Grammig
and Thomas M. Donegan, Jr., or either of them, as his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration
Statement for Brown & Brown, Inc. on Form S-8 with respect to the
registration of shares of common stock under the Brown & Brown,
Inc. 2000 Incentive Stock Option Plan for Employees, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or
could in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
/S/ THEODORE J. HOEPNER
__________________________
Theodore J. Hoepner
Dated: July 26, 2000
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel L. Grammig
and Thomas M. Donegan, Jr., or either of them, as his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration
Statement for Brown & Brown, Inc. on Form S-8 with respect to the
registration of shares of common stock under the Brown & Brown,
Inc. 2000 Incentive Stock Option Plan for Employees, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or
could in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
/S/ DAVID H. HUGHES
_________________________
David H. Hughes
Dated: July 26, 2000
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel L. Grammig
and Thomas M. Donegan, Jr., or either of them, as her true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for her and in her name, place
and stead, in any and all capacities, to sign the Registration
Statement for Brown & Brown, Inc. on Form S-8 with respect to the
registration of shares of common stock under the Brown & Brown,
Inc. 2000 Incentive Stock Option Plan for Employees, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as she might or
could in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
/S/ TONI JENNINGS
_____________________
Toni Jennings
Dated: July 26, 2000
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel L. Grammig
and Thomas M. Donegan, Jr., or either of them, as his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration
Statement for Brown & Brown, Inc. on Form S-8 with respect to the
registration of shares of common stock under the Brown & Brown,
Inc. 2000 Incentive Stock Option Plan for Employees, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or
could in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
/S/ JAN E. SMITH
________________________
Jan E. Smith
Dated: July 26, 2000
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel L. Grammig
and Thomas M. Donegan, Jr., or either of them, as his true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Registration
Statement for Brown & Brown, Inc. on Form S-8 with respect to the
registration of shares of common stock under the Brown & Brown,
Inc. 2000 Incentive Stock Option Plan for Employees, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or
could in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
/S/ CORY T. WALKER
__________________________
Cory T. Walker
Dated: July 26, 2000
EXHIBIT 24b
RESOLUTIONS ADOPTED BY THE
BOARD OF DIRECTORS OF BROWN & BROWN, INC.
I, Laurel L. Grammig, hereby certify that I am the duly
elected and qualified Secretary of Brown & Brown, Inc. (the
"Company"), and that the following resolutions were adopted at a
meeting of the Board of Directors of the Company held on July 26,
2000, and such resolutions have not been rescinded or modified in
any fashion:
WHEREAS, the Board of Directors has reviewed a draft of
the Company's Registration Statement on Form S-8 with
respect to the registration of 300,000 shares of the
Company's common stock to be reserved for issuance
under the Company's 2000 Incentive Stock Option Plan
for Employees (the "Registration Statement'); it is
therefore
RESOLVED, that the draft of the Registration Statement
submitted to the Directors is hereby approved in form
and substance, subject to any non-substantive revisions
deemed necessary or appropriate by Laurel L. Grammig,
the Company's Vice President, Secretary and General
Counsel or Thomas M. Donegan, Jr., the Company's Vice
President, Assistant Secretary and Assistant General
Counsel; and it is
FURTHER RESOLVED, that the Chief Executive Officer and
the Chief Financial Officer of the Company are hereby
authorized to sign the Registration Statement on behalf
of the Company, either personally or through a power of
attorney, and to cause the Registration Statement to be
filed with the Securities and Exchange Commission in
accordance with the rules promulgated by the
Commission; and it is
FURTHER RESOLVED, that the appropriate officers of the
Company are hereby authorized and directed to take all
actions they deem necessary or appropriate, including
the payment of all necessary filing fees, to carry out
the intent of the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned Secretary has
executed this certificate this 27th day of July, 2000.
/S/ LAUREL L. GRAMMIG
____________________________
Laurel L. Grammig
Secretary
