X0303 4 2010-06-10 0 0000079282 BROWN & BROWN INC BRO 0001134921 HENDERSON JIM W 220 S RIDGEWOOD AVE DAYTONA BEACH FL 32114 0 1 0 0 Vice Chairman and COO Common Stock, $.10 par value 2010-06-10 5 G 0 E 1460 0 D 435464 D Common Stock, $.10 par value 305283 D Common Stock, $.10 par value 17990 D Common Stock, $.10 par value 250000 I 401(k) Plan 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 Stock Options 18.48 2017-11-26 2018-02-26 Common Stock 200000 200000 D These shares are owned jointly with spouse. 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. 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"). These options vest and become exercisable on 11/26/17, unless vesting is accelerated based on the satisfaction of conditions established pursuant to the Plan. LAUREL L. GRAMMIG FOR JIM W. HENDERSON PER POWER OF ATTORNEY 2010-06-21