BROWN & BROWN, INC. — Director's Dealing 2011

Jan 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2011-01-18

Reporting Person: GRAMMIG LAUREL L (VP Sec and Chief Corp. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-18	Common Stock, $.10 par value	A	12534	—	Acquired	12534	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	77149	Direct
Common Stock, $.10 par value	61662	Direct
Common Stock, $.10 par value	42549	Indirect

Footnotes

F1: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). Full ownership will not vest until the satisfaction of performance-based conditions established in connection with this grant.

F2: These securities were granted pursuant to the Company's Performance Stock Plan ("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: Number of shares may reflect reinvested dividends.

F4: Based upon information supplied by the Plan's recordkeeper. Number of shares varies periodically based on contributions to plan.