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

Apr 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2010-04-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-27	Common Stock, $.10 par value	D	28701	—	Disposed	293171	Direct
2010-04-27	Common Stock, $.10 par value	A	28701	—	Acquired	321872	Direct
2010-04-28	Common Stock, $.10 par value	D	187040	—	Disposed	134832	Direct
2010-04-28	Common Stock, $.10 par value	A	187040	—	Acquired	187040	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	1041980	Direct
Common Stock, $.10 par value	3413	Indirect
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: In February 2008, the reporting person was inadvertently awarded 28,701 shares under the Issuer's Performance Stock Plan (the "PSP") in excess of the maximum number of shares permitted to be awarded in a particular calendar year. In order to assure achievement of the full intent of that grant and the potential deductibility of associated expense upon vesting pursuant to Section 162(m) of the Internal Revenue Code, on April 27, 2010 the Compensation Committee replaced 28,701 shares previously awarded under the PSP with 28,701 new shares under the PSP with vesting conditions identical to those associated with the February 2008 grant.

F2: These securities were granted pursuant to 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.

F3: On July 21, 2009, the reporting person was inadvertently awarded 187,040 shares under the PSP in excess of the maximum number of shares permitted to be awarded in a particular calendar year. In order to assure achievement of the full intent of that grant and the potential deductibility of associated expense upon vesting pursuant to Section 162(m) of the Internal Revenue Code, on April 28, 2010 the Compensation Committee replaced 187,040 shares previously awarded under the PSP with 187,040 new shares under the Issuer's 2010 Stock Incentive Plan with performance-based and other vesting conditions identical to those associated with the July 2009 PSP grant.

F4: Number of shares may vary due to dividend reinvestment

F5: 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.

F6: Based upon information supplied by the Plan's recordkeeper. Number of shares varies periodically based on contributions to plan.

F7: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F8: These 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.