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

Aug 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2010-08-10

Reporting Person: HENDERSON JIM W (Former Vice Chairman and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-10	Common Stock, $.10 par value	S	23000	$20.25	Disposed	182492	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	431645	Direct
Common Stock, $.10 par value	250000	Indirect

Footnotes

F1: A total of 1,502 of these shares were acquired through the Company's Employee Stock Purchase Plan in August 2010. Number of shares may reflect reinvested dividends.

F2: These shares are owned jointly with spouse.

F3: Number of shares may vary periodically based on contributions to plan