SEC Filing | Brown & Brown, Inc.

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	FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL 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	OMB APPROVAL OMB Number: 3235-0362 Expires: January 31, 2005 Estimated average burden hours per response.........1.0
[ ]		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. Powell

2. Issuer Name and Ticker or Trading Symbol

BRO

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

Director

10% Owner

Officer (give
title below)

Other (specify
below)

Regional Executive Vice President

(Last) (First) (Middle)

460 Virginia 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)

Form Filed by One Reporting Person

(Street)

Winter Park FL 32789

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

650

N/A

470,793

Common Stock, $.10 par value

26,210

I(1)

Stock Performance Plan

Common Stock, $.10 par value

4,844

I(2)

401(k) Plan

Common Stock, $.10 par value

12/3/02

295

N/A

1,295

I(3)

Children

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
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(Over)
SEC2270 (9-02)

FORM 5 (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
    Deriva-
    tive Sec-
    urity

3. Trans
    -action
    Date
   (Month/
    Day/
    Year)

3A. Deem
      -ed Ex-
      ecution
      Date, if
      any
     (Month/
       Day/
       Year)

4. Trans-
    action
    Code
    (Instr.8)

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)

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)

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

(A)

(D)

  Date
  Exer-
  cisable

  Expira-
  tion
  Date

Title

Amount or
Number of
Shares

Stock Options(a)

9.6719

4/21/03(b)

4/20/10

Common Stock

10,340

N/A

4/21/04

4/20/10

Common Stock

10,340

4/21/05

4/20/10

Common Stock

10,340

4/21/06

4/20/10

Common Stock

8,980

40,000

Explanation of Responses:

(1) These securities were granted at various dates throughout the year pursuant to the Company's Stock Performance Plan based on the satisfaction of conditions contained in that Plan. The recipient has voting rights and dividend entitlements with respect to these shares, but full ownership will not vest until the satisfaction of additional conditions.

(2) These securities were acquired on a periodic basis pursuant to an employee benefit plan.

(3) Reporting person disclaims beneficial ownership of securities owned by children who share reporting person's household. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.

(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)    Due to the satisfaction of conditions established pursuant to the Plan, the vesting of these options will be accelerated, so that 10,340 options will vest and become exercisable on April 21, 2003, 10,340 will vest and become exercisable on April 21, 2004, 10,340 will vest and become exercisable on April 21, 2005, and 8,980 will vest and become exercisable on April 21, 2006.

		/S/ J. POWELL BROWN	2/4/03

**	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).	J. Powell Brown

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SEC2270 (9-02)