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

Jan 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2010-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-31	Common Stock, $.10 par value	F	21870	$24.12	Disposed	98291	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 60,000 shares of restricted stock under the Company's Performance Stock Plan ("PSP").

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: A total of 390 of these shares were acquired through the Company's Employee Stock Purchase Plan in August 2010. 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. The Reporting Person's spouse's remaining shares consist of 3,017 shares owned directly, of which 390 shares were acquired through the Company's Employee Stock Purchase Plan in August 2010, and 2,499 granted Performance Stock Plan shares. Reporting Person disclaims beneficial ownership in shares owned by Reporting Person's spouse.