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: HENDERSON JIM W (Vice Chairman and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-27	Common Stock, $.10 par value	D	34112	—	Disposed	271171	Direct
2010-04-27	Common Stock, $.10 par value	A	34112	—	Acquired	305283	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	436924	Direct
Common Stock, $.10 par value	17990	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: In February 2008, the reporting person was inadvertently awarded 34,112 shares under the Issuer's Performance Stock Plan ("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 34,112 shares previously awarded under the PSP with 34,112 new shares under the PSP with vesting conditions identical to those associated with the February 2008 grant.

F2: These securites 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 performane-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.