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: GRAMMIG LAUREL L (VP, Sec and Chief Corp Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-31	Common Stock, $.10 par value	F	6348	$24.12	Disposed	77149	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	61662	Direct
Common Stock, $.10 par value	41658	Indirect

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 24,000 shares of restricted stock under the Company's Performance Stock Plan ("PSP").

F2: These securities were granted pursuant to the 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: A total of 1,193 of these shares were acquired through the Company's Employee Stock Purchase Plan in August 2010. 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.