SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PENNY JEROME SCOTT (Last) (First) (Middle) 220 S. RIDGEWOOD AVE (Street) DAYTONA BEACH FL 32114 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BROWN & BROWN INC [ BRO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Regional Executive VP
	3. Date of Earliest Transaction (Month/Day/Year) 04/20/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.10 par value	04/20/2010		F		8,324	D	$18.59	95,361	D
Common Stock, $.10 par value	04/20/2010		M		32,000	A	$4.836	127,361	D(1)
Common Stock, $.10 par value								203,622(2)	D
Common Stock, $.10 par value								4,399	D(3)
Common Stock, $.10 par value								23,339	I	401(k) Plan(4)
Common Stock, $.10 par value								96	I	Children(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(6)	$4.836	04/20/2010		M			20,680	04/21/2003	04/20/2010	Common Stock	20,680	$4.836	0	D
Stock Options(6)	$4.836	04/20/2010		M			11,320	04/21/2004	04/20/2010	Common Stock	11,320	$4.836	0	D
Stock Options(6)	$15.78							01/01/2007	03/23/2013	Common Stock	67,328		67,328	D
Stock Options(6)	$15.78							03/22/2013	03/23/2013	Common Stock	12,672		12,672	D
Stock Options(6)	$18.48							11/26/2017	02/26/2018	Common Stock	100,000(7)		100,000	D

Explanation of Responses:

1. Owned jointly wiht spouse.

2. These securities wer granted at various dates pursuant to the Company's Performance Stock Plan. Based on the satisfaction of certain performance-based conditions established pursuant to that 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.

3. These securities were acquired on a periodic basis pursuant to an employee benefit plan. Amounts shown include amounts attirbutable to dividend reinvestment.

4. Based upon information supplied as of 12/31/09 by the Plan's recordkeeper. Number of shares varies periodically based on contriutions to plan.

5. Reporting Person disclaims beneficial wonership of securities owned by children who share Reporting Person's household. This report shall not be deemed an admission that the Reporting Person is teh beneficial owner of such securities for the purpose of Section 16 or for an other purpose.

6. Grante dby the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

7. These options vest and become exercisableon 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.

	J. SCOTT PENNY	04/21/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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