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: DONEGAN THOMAS M JR (VP Chief Acq. Counsel Asst Sec)

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	9394	Direct
Common Stock, $.10 par value	1927	Indirect
Common Stock, $.10 par value	4505	Direct

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: Based on the satisfaction of conditions contained in the Company's Stock Performance 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: Based upon information supplied by the Plan's recordkeeper. Number of shares varies periodically based on contributions to plan.

F4: A total of 548 of these shares were purchased through the Company's Employee Stock Purchase Plan in August 2008, 571 in August of 2009 and 833 in August of 2010. Number of shares may reflect reinvested dividends. Owned jointly with spouse.