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

Apr 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2010-04-20

Reporting Person: PENNY JEROME SCOTT (Regional Executive VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-20	Common Stock, $.10 par value	F	8324	$18.59	Disposed	95361	Direct
2010-04-20	Common Stock, $.10 par value	M	32000	$4.836	Acquired	127361	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-04-20	Stock Options	$4.836	M	20680	Disposed	2010-04-20	Common Stock (20680)	Direct
2010-04-20	Stock Options	$4.836	M	11320	Disposed	2010-04-20	Common Stock (11320)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	203622	Direct
Common Stock, $.10 par value	4399	Direct
Common Stock, $.10 par value	23339	Indirect
Common Stock, $.10 par value	96	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$15.78	2013-03-23	Common Stock (67328)	67328	Direct
Stock Options	$15.78	2013-03-23	Common Stock (12672)	12672	Direct
Stock Options	$18.48	2018-02-26	Common Stock (100000)	100000	Direct

Footnotes

F1: Owned jointly wiht spouse.

F2: These securities wer granted at various dates pursuant to the Company's Performance Stock Plan. Based on the satisfaction of certain performance-based conditions established pursuant to that Plan, the Reporting Person has voting rights and dividend entitlement with respect to a portion of these shares, but full ownership will not vest until the satisfaction of additional conditions.

F3: These securities were acquired on a periodic basis pursuant to an employee benefit plan. Amounts shown include amounts attirbutable to dividend reinvestment.

F4: Based upon information supplied as of 12/31/09 by the Plan's recordkeeper. Number of shares varies periodically based on contriutions to plan.

F5: Reporting Person disclaims beneficial wonership of securities owned by children who share Reporting Person's household. This report shall not be deemed an admission that the Reporting Person is teh beneficial owner of such securities for the purpose of Section 16 or for an other purpose.

F6: Grante dby the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F7: These options vest and become exercisableon 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.