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2000, and such resolutions have not been rescinded or modified in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
