BROWN & BROWN, INC. — Director's Dealing 2010

Dec 27, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2010-12-22

Reporting Person: BROWN J POWELL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-22	Common Stock, $.10 par value	G	1632	—	Disposed	1042960	Direct
2010-12-22	Common Stock, $.10 par value	G	1632	—	Acquired	5045	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	321872	Direct
Common Stock, $.10 par value	187040	Direct
Common Stock, $.10 par value	14235	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$15.78	2013-03-23	Common Stock (50000)	50000	Direct
Stock Options	$18.48	2018-02-26	Common Stock (175000)	175000	Direct

Footnotes

F1: Number of shares may vary due to dividend reinvestment.

F2: 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.

F3: These securities were granted pursuant to the Company's Performance Stock Plan (" PSP"). Based on the satisfaction of conditions established pursuant to the PSP, the reporting person has voting rights and dividend entitlement with respect to a portion of these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.

F4: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). Full ownership will not vest until the satisfaction of conditions established in connection with this grant.

F5: Based upon information supplied by the Plan's recordkeeper. Number of shares varies periodically based on contributions to plan.

F6: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F7: options vest and become exercisable on 11/26/17, unless vesting is accelerated based on satisfaction of certain performance-based conditions established pursuant to the Plan.