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

Feb 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2009-12-21

Reporting Person: BOONE SAM R JR (Regional Executive VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-21	Common Stock, $.10 par value	S	25073	$17.94	Disposed	0	Indirect
2009-12-24	Common Stock, $.10 par value	S	4519	$18.4	Disposed	5126	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	59770	Direct
Common Stock, $.10 par value	3320	Direct
Common Stock, $.10 par value	165567	Direct

Footnotes

F1: The Reporting Person's spouse is employed by a subsidiary of the Company. The shares disposed of by Reporting Person's spouse were held in the Company's 401(k) Plan. The Reporting Person's spouse's remaining shares consist of 2,627 shares owned directly, of which 417 shares were acquired through the Company's Employee Stock Purchase Plan in August 2009, and 2,499 granted Performance Stock Plan shares. Reporting Person disclaims beneficial ownership in shares owned by Reporting Person's spouse.

F2: A total of 417 of these shares were acquired through the Company's Employee Stock Purchase Plan in August 2009. Number of shares may reflect reinvested dividends.

F3: Owned jointly with spouse.

F4: These securities were granted at various dates pursuant to the Company's Performance Stock Plan. Based on the satisfaction of certain performance-based conditions contained in that Plan, the recipient may have voting rights and dividend entitlements with respect to a portion of these shares, but full ownership will not vest until the satisfaction of additional conditions.