Sec Form 4 Filing - RILEY THOMAS E @ BROWN & BROWN INC - 2010-12-30

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 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 RILEY THOMAS E 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 President (Last) (First) (Middle) 220 S RIDGEWOOD AVE 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2010 (Street) DAYTONA BEACH, FL32114 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/30/2010 M 5,411 A $ 18.48 370,049 D ( 1 ) Common Stock, $.10 par value 12/31/2010 F( 2 ) 40,000 D $ 24.12 180,293 D ( 3 ) Common Stock, $.10 par value 3,620 I Spouse ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 180,762 180,762 D Stock Options ( 5 ) $ 18.48 12/30/2010 M 5,411 11/11/2010 02/26/2018 Common Stock 38,000 $ 18.48 32,589 D Stock Options ( 5 ) $ 18.48 11/26/2017 02/26/2018 Common Stock 152,000 ( 6 ) 152,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RILEY THOMAS E 220 S RIDGEWOOD AVE DAYTONA BEACH, FL32114 Regional President Signatures THOMAS E. RILEY 01/04/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Number of shares may reflect reinvested dividends. ( 2 )Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 120,000 shares of restricted stock under the Company's Performance Stock Plan ("PSP"). ( 3 )These securities were granted pursuant to the Issuer's Performance Stock Plan (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. ( 4 )Reporting Person disclaims beneficial ownership in shares owned by Spouse of Reporting Person. ( 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 conditions established pursuant to the Plan.

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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