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

May 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2010-04-29

Reporting Person: KIRK KENNETH D (Former Regional President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-29	Common Stock, $.10 par value	S	60200	$20.13	Disposed	589836	Indirect
2010-04-30	Common Stock, $.10 par value	S	14800	$20.25	Disposed	575036	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	290018	Direct
Common Stock, $.10 par value	4373	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$15.78	2013-03-23	Common Stock (100118)	100118	Direct
Stock Options	$15.78	2013-03-23	Common Stock (13282)	13282	Direct
Stock Options	$18.48	2018-02-26	Common Stock (115000)	115000	Direct

Footnotes

F1: These securities were granted pursuant to the Company's Performance Stock Plan (the "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.

F2: Number of shares may vary periodically based on contributions to plan.

F3: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F4: These options vest and become exercisable on 11/26/17 unless accelerated based on satisfaction of conditions established pursuant to the Plan.