X0202 4 2006-12-19 0 0000079282 BROWN & BROWN INC BRO 0001134921 HENDERSON JIM W 220 S RIDGEWOOD AVE DAYTONA BEACH FL 32114 1 1 0 0 President and COO Common Stock, $.10 par value 2006-12-19 5 G 0 E 1500 0 D 32419 D Common Stock, $.10 par value 358448 D Common Stock, $.10 par value 256310 I Stock Performance Plan Common Stock, $.10 par value 250000 I 401(k) Plan Stock Options 4.836 2001-04-21 2010-04-20 Common Stock 20680 20680 D Stock Options 4.836 2002-04-21 2010-04-20 Common Stock 20680 20680 D Stock Options 4.836 2003-04-21 2010-04-20 Common Stock 374832 374832 D Stock Options 4.836 2004-04-21 2010-04-20 Common Stock 20680 20680 D Stock Options 4.836 2005-04-21 2010-04-20 Common Stock 20680 20680 D Stock Options 4.836 2006-04-21 2010-04-20 Common Stock 20680 20680 D Stock Options 15.78 2006-01-22 2013-03-24 Common Stock 180992 180992 D Stock Options 15.78 2007-01-22 2013-03-24 Common Stock 6336 6336 D Stock Options 15.78 2008-01-22 2013-03-24 Common Stock 6336 6336 D Stock Options 15.78 2009-01-22 2013-03-24 Common Stock 6336 6336 D Of these shares 1,354 were acquired through the Company's Employee Stock Purchase Plan in August of 2006. Number of shares may reflect reinvested dividends. These shares are owned jointly with spouse. These securities were granted pursuant to the Company's Stock Performance Plan. The recipient has neither voting rights nor dividend entitlement with respect to a portion of these shares, and full ownership will not vest until the satisfaction of additional conditions. Number of shares may vary periodically based on contributions to plan. Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan"). Consideration for granted options is grantee's performance and continued serviCe with Company as specified in the Plan. Due to the satisfaction of conditions established pursuant to the Plan, the vesting of these options was accelerated so that an additional 6,336 will vest on each of 1/22/2007, 1/22/2008 and 1/22/2009, respectively, subject to grantee's continued service with the Company as specified in the Plan. JIM W. HENDERSON 2006-12-20