SEC Filing | Brown & Brown, Inc.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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subject to Section 16. Form 4 or
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(Print or Type Responses)

View:

1. Name and Address of Reporting Person*

^{Henderson Jim W.}

2. Issuer Name and Ticker or Trading Symbol

Brown & Brown, Inc. (BRO)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director

10% Owner

Officer (give
title below)

Other (specify
below)

President, Chief Operating Officer and

Assistant Treasurer

(Last) (First) (Middle)

220 S. Ridgewood Ave.

3. I.R.S. Identification
   Number of Reporting
   Person, if an entity
   (Voluntary)

4. Statement for
Month/Day/Year

December/2002

7. Individual or Joint/Group Filing (Check Applicable Line)

5. If Amendment,
Date of Original
(Month/Day/Year)

Form filed by One Reporting Person

(Street)

Daytona Beach FL 32114

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

Amount

(A)
or
(D)

Price

Common Stock, $.10 par value

12/26/02

1,000

N/A

28,120

Common Stock, $.10 par value

179,224*

Common Stock, $.10 par value

107,300(1)

Stock Performance Plan

Common Stock, $.10 par value

238,447(2)

401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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)

* Theseshares are owned jointly with spouse.

FORM 4 (continued)

Table II ¾ Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security
(Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
   Security

3. Trans-
action
Date

(Month/
Day/
Year)

3A.
Deemed
Execution
Date, if
any

  (Month/
   Day/
  Year)

4. Trans-
    action
    Code
    (Instr.8)

5. Number of Deriv-
    ative Securities Ac-
    quired (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)

11. Nature
     of
     Indirect
     Benefi-
     cial
     Owner-
     ship
     (Instr. 4)

Code

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

Stock Options (a)

9.6719(b)

04/21/00

239,116(c)

4/21/01(d)

4/20/10

Common Stock

239,116(c)

N/A(e)

239,116(c)

N/A

Explanation of Responses:

(1) 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.

(2) Based upon information supplied as of 12/31/01 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").

(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 59,779 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) 5,170 options vest and become exercisable on 4/21/01 and 4/21/02, respectively. The remaining options vest and become exercisable on 4/20/10, unless

accelerated based on satisfaction of conditions established pursuant to the Plan.

(e) Consideration for granted options is grantee's performance and continued service with Company as specified in the Plan.

		/S/ JIM W. HENDERSON	12/26/02

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	**Signature of Reporting Person	Date
	See18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	JIM W. HENDERSON

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