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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

x	Annual Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2008

OR

o	Transition Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934

For The Transition Period From _________ To ________.

Commission file number 0-7201

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:

BROWN & BROWN, INC.

EMPLOYEES' SAVINGS PLAN AND TRUST

B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

BROWN & BROWN, INC.

220 SOUTH RIDGEWOOD AVENUE

DAYTONA BEACH, FLORIDA  32114

 

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BROWN & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

TABLE OF CONTENTS

 

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		2
FINANCIAL STATEMENTS:
	Statement of Net Assets Available for Benefits as of December 31, 2008 and 2007	3
	Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2008	4
	Notes to Financial Statements	5-9
SUPPLEMENTAL SCHEDULE:
	Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)	10-15
SIGNATURE		16
EXHIBIT INDEX		17

 

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BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2008 AND 2007
		2008				2007
ASSETS
CASH		$	452,198			$	610,477
INVESTMENTS:
Participant directed—at fair value:
Money market fund			18,054,819				11,463,011
Registered investment companies (mutual funds)			98,305,324				137,134,334
Employer common stock			36,892,314				45,609,990
Pooled separate account			30,731,615				24,678,099
Personal choice retirement account			7,929,576				16,368,860
Participant loans			4,936,792				4,205,263
Total investments			196,850,440				239,459,557
RECEIVABLES—Employer contributions			4,403,055				3,785,388
NET ASSETS AVAILABLE FOR BENEFITS, at fair value			201,705,693				243,855,422
Adjustment from fair value to contract value
for fully benefit-responsive investment contracts			228,026				(92,284	)
NET ASSETS AVAILABLE FOR BENEFITS		$	201,933,719			$	243,763,138
See notes to financial statements.

 

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BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2008
ADDITIONS:
Investment income:
Interest on participants' loans		$	352,227
Dividends on employer common stock			532,014
Contributions:
Participant			17,909,063
Employer			11,181,902
Rollovers from other qualified plans			4,359,252
Total contributions			33,450,217
Total additions			34,334,458
DEDUCTIONS:
Net realized and unrealized depreciation in fair value of investments			51,972,225
Benefits paid to participants			24,154,385
Administrative expenses			37,267
Total deductions			76,163,877
NET DECREASE IN ASSETS AVAILABLE FOR BENEFITS			(41,829,419	)
NET ASSETS AVAILABLE FOR BENEFITS—Beginning of year			243,763,138
NET ASSETS AVAILABLE FOR BENEFITS —End of year		$	201,933,719
See notes to financial statements.

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BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST

 

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2008 AND 2007, AND FOR THE YEAR ENDED DECEMBER 31, 2008

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1.	DESCRIPTION OF THE PLAN

 

The following brief description of the Brown & Brown, Inc. Employees’ Savings Plan and Trust (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General —The Plan is a defined contribution plan. Substantially all employees who are at least 18 years of age and who work at least 20 hours per week are eligible to participate in the Plan effective the first full payroll period after one month of service. The Plan is intended to assist Brown & Brown, Inc. and its U. S. subsidiaries (the “Employer”) in its efforts to attract and retain competent employees by enabling eligible employees to share in the profits of the Employer and to supplement retirement income. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

 

Benefit Payments —Benefits under the Plan are payable upon normal (after age 65) or early (after age 59-1/2) retirement, death, disability, severe financial hardship, or termination of service and are based on the vested balance in the participant’s account. Distributions of vested account balances will be made in the form of a single lump-sum payment or in some other optional form of payment, as defined in the Plan. If the participant’s vested account is $5,000 or less, the participant will be prompted to distribute his or her funds to another qualified plan in a timely fashion or be subject to an immediate lump-sum distribution.

 

Administration —The Plan is administered by a designated Plan Administrator (the “Administrator”), which has been appointed by the Board of Directors (the “Board”) of the Employer. Information about the Plan document, such as provisions for allocations to participants’ accounts, vesting, benefits, and withdrawals, is contained in the Summary Plan Description. Copies of this document are available on the employee benefits Web site accessible to employee of the Employer or from the Administrator. Diversified Investment Advisors, Inc. (“Diversified”) served as the recordkeeper of the Plan and Investors Bank & Trust Company of Boston, Massachusetts (the “Trustee”), served as the trustee of the Plan in the year ended December 31, 2008.

 

Administrative Expenses —All investment-related expenses are charged against Plan earnings or are paid by the Plan. All other expenses are paid by the Employer.

 

Contributions —Participants may elect to contribute, subject to certain limitation, any percentage of annual compensation as contributions to the Plan, up to the allowable limits specified in the Internal Revenue Code.  The Employer makes matching contributions to the Plan of 100% of each participant’s contribution, not to exceed 2.5% of each participant’s eligible compensation on a pay-period basis. The Plan permits the Board of Directors of the Employer to authorize optional profit-sharing contributions allocated to participants based on eligible compensation. The Board authorized an optional profit-sharing contribution of 1.5% of eligible compensation, up to a maximum of $230,000 for all eligible employees for the year ended December 31, 2008.

 

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Vesting —Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Employer matching contributions and optional profit sharing contributions are based on years of credited service and are subject to the following vesting schedule:

 

	Years of		Vested
	Credited Service		Interest
	Less than 1		0	%
	1		20
	2		40
	3		60
	4		80
	5 or more		100

 

Forfeited balances of terminated participants’ nonvested accounts are used to offset Plan expenses and to reduce future Employer matching contributions.  As of December 31, 2008, forfeited amounts available to offset future Employer contributions were approximately $577,000.  During the year ended December 31, 2008, approximately $737,000 of forfeited amounts were used to offset Employer contributions.

 

Investment Income and Expenses —Each participant’s account shall be allocated the investment income and expenses of each fund based on the value of each participant’s account invested in each fund, in proportion to the total value of all accounts in each fund, taking into account any contributions to or distributions from the participant’s account in each fund. General expenses of the Plan not paid by the Employer and not attributable to any particular fund shall be allocated among participants’ accounts in proportion to the value of each account, taking into consideration each participant’s contributions and distributions.

 

Participant Loans —A participant may borrow from his or her own account a minimum of $1,000, up to a maximum equal to the lesser of $50,000 or 50% of the participant’s vested account balance. Participants may not have more than two loans outstanding at any time. Loans, which are repayable each pay period for periods generally up to five years, are collateralized by a security interest in the borrower’s vested account balance. The loans bear interest at the rate of prime plus 1%, determined at the time the loan is approved. As of December 31, 2008, interest rates ranged from 4.25% to 10.5%.

 

Plan Termination —Although it has not expressed any intent to do so, the Employer may terminate the Plan at any time, either wholly or partially, by notice in writing to the participants and the Trustee. Upon termination, the rights of participants in their accounts will become 100% vested. The Employer may temporarily discontinue contributions to the Plan, either wholly or partially, without terminating the Plan.

 

2.	USE OF ESTIMATES AND SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.

 

Basis of Accounting —The accompanying financial statements of the Plan are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

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Valuation of Investments —The Plan’s investments in money market funds, mutual funds, Employer common stock, and the personal choice retirement account, which includes investments in mutual funds and common stock, are stated at fair value based on quoted market prices at year-end. The fair value of the pooled separate accounts is based upon the value of the underlying assets as determined by the Trustee’s valuation.  The contract value of participation units owned in the pooled separate accounts are based on quoted redemption values, as determined by the Trustee, on the last business day of the Plan year.  Participant loans are valued at cost, which approximates fair value.

 

The Plan invests in fully benefit-responsive investment contracts held in the Diversified Stable Five Fund.  As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (“FSP”), investment contracts held in a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under terms of the Plan.  The Statement of Net Assets Available for Benefits presents the fair value of these investment contracts as well as their adjustment from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

 

Fair Value Measurements—As of the beginning of the fiscal year ended December 31, 2008 the Plan adopted SFAS No. 157, “Fair Value Measurements.”  SFAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under SFAS No. 157 are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 - Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly;

Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following tables set forth by level within the fair value hierarchy the Plan investment assets and investment liabilities at fair value, as of December 31, 2008. As required by SFAS No. 157, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

		Investment Assets at Fair Value
		as of December 31, 2008
		Level 1				Level 2				Level 3				Total
Money market fund		$	18,054,819			$	-			$	-			$	18,054,819
Registered investment companies (mutual funds)			98,305,324				-				-				98,305,324
Employer common stock			36,892,314				-				-				36,892,314
Personal choice accounts			7,929,576				-				-				7,929,576
Pooled separate accounts			-				30,731,615				-				30,731,615
Loans to participants			-				-				4,936,792				4,936,792
Total investments at fair value		$	161,182,033			$	30,731,615			$	4,936,792			$	196,850,440

Total Plan investment assets at fair value classified within level 3 were $4,936,792, as of December 31, 2008, which consist of the Plan’s loans to participants. Such amounts were 2.5% of “Total investment assets” on the Plan’s statements of net assets available for benefits at fair value as of December 31, 2008.

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The table below presents a reconciliation for the year ended December 31, 2008 for all Level 3 assets that are measured at fair value on a recurring basis:

		Participant Loans
Balance at January 1, 2008		$	4,205,263
New loans issued			2,735,806
Loan principal repayments			(2,004,277	)
Transferred from other plans			-
Balance at December 31, 2008		$	4,936,792

Risks and Uncertainties—Investments —The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

3.	INVESTMENTS

 

The fair value of individual investments that represent 5% or more of the Plan’s net assets available for benefits as of December 31, 2008 and 2007, are summarized as follows:

 

			2008				2007
	Employer common stock		$	36,892,314			$	45,609,990
	Transamerica Institutional Money Market Fund			18,054,819				11,463,011
	Transamerica Stock Index Fund			17,129,267				-
	Transamerica Institutional Core Bond Fund			15,481,408				-
	Transamerica Institutional Large Value Fund			11,282,428				-
	Transamerica Institutional Large Growth Fund			9,932,598				-
	Diversified Stock Index Fund			-				25,711,877
	Diversified Value and Income Fund			-				20,108,641
	Personal Choice Retirement Accounts			**				16,368,860
	Diversified Core Bond Fund			-				15,621,919
	Diversified Equity Growth Fund			-				14,922,704
	Diversified Intermediate Horizon Strategic Allocation Fund			-				13,216,953
	Diversified Stable Five Fund***			30,731,615				24,678,099
	** account did not amount to more than 5% of total assets for this period
	*** Diversified Stable Five Fund is shown at fair value. Contract Value
	was $30,959,641at December 31, 2008.

 

During the year ended December 31, 2008, the Plan’s investments depreciated in fair value as follows:

 

			Amount
	Mutual funds		$	(45,639,856	)
	Employer common stock			(4,693,143	)
	Personal choice retirement accounts			(1,639,226	)
	Net realized and unrealized depreciation in fair value of investments		$	(51,972,225	)

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4.	INVESTMENT PROGRAMS

 

As of December 31, 2008, contributions to the Plan are invested in one or more of various investment fund options at the direction of each participant, including money market funds, mutual funds and Employer Company stock.  The Plan also allows its participants to invest in the Charles Schwab & Co. Personal Choice Retirement Account, which allows each participant to self-direct his or her money into a full range of investment options, including individual stocks and bonds, as well as allowing access to over 800 additional mutual funds.  The Charles Schwab & Co. Personal Choice Retirement Account is presented as self-directed investments in the accompanying statements of net assets available for benefits.

 

Diversified manages a guaranteed pooled separate account of Transamerica Financial Life Insurance Company called the Stable Five Fund (the “Fund”), which invests in a variety of investment contracts such as guaranteed investment contracts (“GICs”) issued by insurance companies and other financial institutions and other investment products (such as separate account contracts and synthetic GICs) with similar characteristics.    The investment in the contract is presented at fair value. An adjustment is made to the fair value in the statement of net assets available for benefits to present the investment at contract value. Contract value is based upon contributions made under the contract, plus interest credited, and less participant withdrawals. There are no reserves against contract value for credit risk of the contract issuer or otherwise.  The crediting interest rate is effective for a 12-month period and is set annually. The crediting interest rate is determined based on (i) the projected market yield-to-maturity of the market value of assets, net of expenses, (ii) the timing and amounts of deposits, transfers, and withdrawals expected to be made during the interest crediting period, and (iii) the amortization of the difference between the fair value of the pooled separate account and the balance of the Stable Five Fund. The crediting interest rate for this Diversified account for the year ended December 31, 2008, was 4.50%. The average yield for this Diversified account for the year ended December 31, 2008, was 4.50%.

 

There is no event that limits the ability of the Plan to transact at contract value with the issuer. There are also no events and circumstances that would allow the issuer to terminate the fully benefit-responsive investment contract with the Plan and settle at an amount different from contract value.

 

5.	PARTY-IN-INTEREST TRANSACTIONS

 

The Plan’s Diversified and Transamerica Fund investments are managed by Diversified. The Plan’s investments also include Brown & Brown, Inc. common stock. Both of these represent party-in-interest transactions that qualify as exempt prohibited transactions.

 

6.	FEDERAL INCOME TAX STATUS

 

The Plan is a nonstandardized prototype plan sponsored by Diversified. Diversified last received an opinion letter with respect to the prototype adopted by the Plan on April 22, 2004. The Plan is entitled to limited reliance on the opinion letter received by Diversified with respect to compliance with the form requirements of the Internal Revenue Code (“IRC”). The Plan’s management believes that the Plan, as amended, is designed and is currently being operated in compliance with the applicable requirements of the IRC.

 

******

 

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SUPPLEMENTAL SCHEDULE

 

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BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2008
Identity and Description of Issues		Current
		Value
Participant directed:
Money market—at fair value—
Transamerica Partners Instl Money Market Fund*		$	18,054,819
Mutual funds:
Transamerica Partners Instl Stock Index Fund*			17,129,267
Transamerica Partners Instl Large Value Fund*			11,282,428
Transamerica Partners Instl Small Growth Fund*			3,056,450
Transamerica Partners Instl MidCap Growth Fund*			2,121,606
Transamerica Partners Instl MidCap Value Fund*			3,057,819
Transamerica Partners Instl Large Growth Fund*			9,932,598
Transamerica Partners Instl Core Bond Fund*			15,481,408
Transamerica Instl Intermediate Horizon Asset Allocation Fund*			8,892,960
Transamerica Instl Intermediate/Long Horizon Asset Allocation Fund*			3,849,963
Transamerica Instl Short/Intermediate Horizon Asset Allocation Fund*			670,695
Transamerica Instl Long Horizon Asset Allocation Fund*			370,489
Transamerica Instl Short Horizon Asset Allocation Fund*			1,852,075
Alliance Bernstein International Value Fund			3,928,805
American Funds EuroPacific Fund			5,226,471
American Beacon Small Cap Index Fund			584,881
Columbia Small Cap Value Fund			3,797,091
Columbia Mid Cap Index Fund			701,209
Vanguard Total International Stock Index Fund			1,287,731
PIMCO Real Return Fund			5,081,378
Total mutual funds			98,305,324
Employer common stock—at fair value*			36,892,314
Pooled separate account—at fair value—
Diversified Stable Five Fund—Pooled Account of
the Transamerica Financial Life Insurance Company, Inc.*			30,731,615
Self-directed:
Personal choice retirement account:
Money market fund—at fair value—
Charles Schwab Money Market Fund			809,803
Certificates of Deposits—
GMAC Bank, NA			10,978
		(Continued)

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BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2008
Identity and Description of Issues		Current
		Value
Personal choice retirement account (continued):
Corporate common stocks—at fair value:
3sbio Inc Adr		$	10,920
Allianz SE Adr			3,249
Ambac Financial Grp Inc.			1,300
American Express Company			9,629
American Int'l Group Inc.			15,700
Amylin Pharmaceuticals			5,425
Apple Computer Inc.			4,268
BankAmerica Corp			14,332
Bankatlantic Bncrp Cl A			447
Boeing Co			4,309
Boston Scientific Corp			1,935
Employer common stock*			5,225,000
Chesapeake Energy Corp			6,487
China Precision Steel			2,250
Chindex International			5,963
Cisco Systems Inc.			18,745
Citigroup, Inc.			2,718
Coca Cola Company			13,693
Colgate-Palmolive Co			10,457
Companhia Vale Do Adr			1,817
Conocophillips			18,340
Deep Down Inc			16,000
Deere & Co			3,856
Dell Computer Corp			6,144
Diageo Plc New Adr			11,348
Duke Energy Corporation			6,097
E M C Corp Mass			10,470
Ebay Inc.			12,564
F P L Group Incorporated			7,622
Ford Motor Company			9,160
Fortescue Metal Ord New			1,346
Fox Petroleum Inc New			344
Franklin Resources Inc			6,378
Freeport Memorn Cp&G			2,444
Frontier Communications			4,843
Fuel-Tech N V			2,118
General Electric Company			6,805
Goldman Sachs Group Inc			12,237
Hartford Finl Svcs Grp			1,642
Home Depot Inc.			14,325
Honda Motor Co Ltd Ad			2,134
Honeywell Incorporated			3,350
Intel Corp			4,438
Intl Business Machines			367
Ishares TRUST			13,302
Isolagen Inc			467
		(Continued)

 

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BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2008
Identity and Description of Issues		Current
		Value
Personal choice retirement account (continued):
Corporate common stocks—at fair value:
Johnson & Johnson		$	4,667
Keycorp Inc. New			4,260
Kroger Company			2,641
McDonalds Corp			9,404
Medtronic Inc.			6,284
Microsoft Corp			27,704
Milestone Scientific Inc			22,552
Morgan J P & Co Inc			6,306
Motorola Incorporated			1,789
Nabors Industries Inc.			3,591
National City Corp			1,810
Novartis A G Spon Adr			5,175
Petrohawk Energy Corp			34,808
Pfizer Incorporated			73,260
Red Roof Inns Inc			301
Reasearch In Motion, Ltd.			28,406
Saba Software Inc			4,604
Shoppers Drug Mart Corp			7,784
Simcere Pharma Gp Adr			9,092
Southwest Airlines Co			4,310
T H Q Inc New			2,095
Tesoro Petroleum Corp			237,060
Textron Incorporated			2,774
Time Warner Incorporate			8,543
Under Amour Inc			4,768
United Healthcare Corp			10,640
Verizon Communications			5,085
Vivra Inc			10,530
Wachovia Corp			5,566
Walgreen Company			7,457
Washington Mutual Inc.			3
Winn-Dixie Stores Inc.			7,568
XI Capital Ltd A Shs			368
Yahoo!, Inc.			6,564
Total corporate common stocks			6,104,554
		(Continued)

 

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BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2008
Identity and Description of Issues		Current
		Value
Personal choice retirement account (continued):
Mutual funds:
American Beacon Largec		$	11,953
American Century			4,651
American Century Strat			6,821
American Century Target			11,834
Cgm Focus Fund			17,371
Delafield Fund			13,420
Df Dent Premier Growth			5,993
Direxion Latin America			309
Dodge & Cox International Stock Fund			13,382
Excelsior Value And Res			14,160
Federated Adjustable			9,563
Fidelity Export & Multi			7,759
Forward Int'l Small Co			5,193
Gabelli Asset Fund			9,526
Health Care Focus Fund			3,331
Hlm Emerging Markets			1,683
Janus Mercury Fund			6,253
Janus Orion Fund			2,178
Janus Overseas Fund			13,884
Janus Strategic Value Fund			16,103
Janus Triton Fund			2,497
Loomis Sayles Bond Fund			3,339
Loomis Sayles Small Ca			13,930
Metropolitan West Low			15,110
Nationwide Global			5,173
Pimco Total Return Fund			9,548
Schwab Analytics Fund			25,509
Schwab Value Advantage			291,333
Schwab Yield Plus Select			556
Selected American Share			9,966
T Rowe Price Spectrum			5,773
Transamerica Premier Eqt			12,317
Umb Scout Worldwide Fund			36,645
US Global Inv Global			3,577
Vanguard Intl Growth Po			5,369
Vanguard Total Intl			6,931
Total mutual funds			622,940
		(Continued)

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BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2008
Identity and Description of Issues		Current
		Value
Personal choice retirement account (continued):
User-Defined:
Ishares Tr Russell		$	34,222
S P D R Trust Unit SR			14,438
Total user-defined funds			48,660
Unit Trust:
Currencyshares Japanese			17,064
Ishares Gsci Cmdty Index			11,873
Ishares Tr Gs Investop			13,215
Ishares Tr Lehman Bd Fd			24,705
Ishares Tr Lehman Tips			33,940
Ishares TRUST Index Futures			35,926
Spdr Series Trust Etf			15,014
Streetrack Gold Trust			43,173
Vanguard Intl Equity Index			47,316
Vanguard Specialized Fd			8,092
Vanguard Total Stock M			82,323
Total unit trust funds			332,641
Total personal choice retirement account			7,929,576
Participant loans (bearing interest at rates ranging between 4.25% and 10.5%, maturing over periods generally up to five years)			4,936,792
TOTAL ASSETS HELD FOR INVESTMENT		$	196,850,440
*A party-in-interest (Note 5).
Cost information is not required to be provided as these investments are participant-directed.
See accompanying Report of Independent Registered Public Accounting Firm.
		(Concluded)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee (or other persons who administer the Plan) has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

	BROWN & BROWN, INC.
	EMPLOYEES' SAVINGS PLAN AND TRUST
	By:   BROWN & BROWN, INC.
Date:  June 30, 2009	By:	/S/ CORY T. WALKER
		Cory T. Walker
		Senior Vice President, Chief Financial Officer and Treasurer