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: BOONE SAM R JR (Regional Executive VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-18	Common Stock, $.10 par value	A	50127	—	Acquired	50127	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	98291	Direct
Common Stock, $.10 par value	105567	Direct
Common Stock, $.10 par value	3320	Direct
Common Stock, $.10 par value	5549	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 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.

F3: Number of shares may reflect reinvested dividends.

F4: Owned jointly with spouse.

F5: The Reporting Person's spouse is employed by a subsidiary of the Company. Reporting Person disclaims beneficial ownership in shares owned by Reporting Person's spouse.