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

Jul 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2010-07-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-06	Common Stock, $.10 par value	F	51168	$18.9	Disposed	217990	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	54115	Direct
Common Stock, $.10 par value	435464	Direct
Common Stock, $.10 par value	250000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$15.78	2013-03-24	Common Stock (6336)	6336	Direct
Stock Options	$15.78	2013-03-24	Common Stock (6336)	6336	Direct
Stock Options	$18.48	2018-02-26	Common Stock (200000)	200000	Direct

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 251,168 shares of restricted stock under the Company's Performance Stock Plan ("PSP")

F2: These securities were granted pursuant to the PSP. Based on the satisfaction of conditions established pursuant to the PSP, the Reporting Person may have 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.

F3: These shares are owned jointly with spouse.

F4: Number of shares may vary periodically based on contributions to plan.

F5: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F6: These options vest and become exercisable on 11/26/17, unless vesting is accelerated based on the satisfaction of conditions established pursuant to the Plan.