FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BROWN J POWELL   2. Issuer Name and Ticker or Trading Symbol BROWN & BROWN INC [BRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 220 S RIDGEWOOD AVE 3. Date of Earliest Transaction (Month/Day/Year) 12/15/2009 (Street) DAYTONA BEACH, FL 32114 4. If Amendment, Date 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 (City) (State) (Zip) 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 12/15/2009   G V 1,444 A $ 0 1,041,980 D (1)   Common Stock, $.10 par value               321,872 (2) D   Common Stock, $.10 par value               3,413 I Children (3) Common Stock, $.10 par value               14,235 I 401(k) Plan (4)

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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 Underlying Securities (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 of Derivative Security: 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 (5)

$ 15.78

03/22/2013

03/23/2013

Common Stock

50,000

50,000

D

Stock Options (5)

$ 18.48

11/26/2017(6)

02/26/2018

Common Stock

175,000

175,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BROWN J POWELL 220 S RIDGEWOOD AVE DAYTONA BEACH, FL 32114	X		President and CEO

Signatures

J POWELL BROWN		12/16/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Number of shares may vary due to dividend reinvestment.
(2)	These securities were granted pursuant to the Company's Performance Stock Plan, and do not vest unless and until certain performance-based conditions are satisfied. In the case of 207,040 of these shares, the second condition of vesting was extended to require 20, rather than 15, years of continued employment with the Company after the date of grant before full ownership of the securities can vest and the period in which the price of the Company's stock must increase by specified percentages in order to vest (the first condition of vesting) was extended from five to seven years. Once the first condition of vesting is met, the recipient has voting rights and dividend entitlement with respect to the shares as to which such condition has been satisifed.
(3)	Reporting person disclaims beneficial ownership of securities owned by children who share reporting person's household. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.
(4)	Based upon information supplied by the Plan's recordkeeper. Number of shares varies periodically based on contributions to plan.
(5)	Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").
(6)	These options vest and become exercisable on 11/26/17, unless vesting is accelerated based on satisfaction of certain performance-based conditions established pursuant to the Plan.

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