t63159_11k.htm
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, 2007

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

 
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, 2007 and 2006
3
     
 
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2007
4
     
 
Notes to Financial Statements
   5-8
     
SUPPLEMENTAL SCHEDULE:
  
     
 
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)
     9-13
     
SIGNATURE
  14
     
EXHIBIT INDEX
  15

-1-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Trustees
Brown & Brown, Inc. Employees’ Savings Plan and Trust
Daytona Beach, Florida
 
We have audited the accompanying statements of net assets available for benefits of the Brown & Brown, Inc. Employees’ Savings Plan and Trust (the “Plan”) as of December 31, 2007 and 2006, and the related statement of changes in net assets available for benefits for the year ended December 31, 2007.  These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at  December 31, 2007 and 2006, and the changes in the net assets available for benefits for the year ended December 31, 2007,  in conformity with accounting principles generally accepted in the United States of America.

Our  audits were performed for the purpose of forming an opinion  on the  financial  statements  taken as  a  whole.  The  accompanying supplemental  schedule  of assets (held at  end  of  year)  as  of December 31, 2007 is presented for purposes of additional analysis and  is  not  a required part of the financial statements  but  is supplementary  information required by the Department  of  Labor's Rules  and  Regulations  for Reporting and  Disclosure  under  the Employee Retirement Income Security Act of 1974. This supplemental schedule  is  the  responsibility of the  Plan's  management.  The supplemental   schedule  has  been  subjected  to   the   auditing procedures  applied in our audit of the financial statements  and, in  our  opinion,  is  fairly stated in all material  respects  in relation to the financial statements taken as a whole.
 
/s/ Hancock Askew & Co.,  LLP

Savannah, Georgia
June 30, 2008

-2-

BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
  
   
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
  
AS OF DECEMBER 31, 2007 AND 2006
  
             
             
   
2007
    
2006
  
ASSETS
            
             
CASH
   $ 610,477     $ 537,162  
                 
INVESTMENTS:
                
Participant directed—at fair value:
                
Money market fund
     11,463,011       6,919,291  
Registered investment companies (mutual funds)
     137,134,334       120,547,701  
Employer common stock
     45,609,990       60,777,629  
Pooled separate account
     24,678,099       24,409,958  
Personal choice retirement account
     16,368,860       16,010,142  
Participant loans
     4,205,263       3,661,320  
                 
Total investments
     239,459,557       232,326,041  
                 
RECEIVABLES—Employer contributions
     3,785,388       3,486,548  
                 
NET ASSETS AVAILABLE FOR BENEFITS, at fair value
     243,855,422       236,349,751  
                 
Adjustment from fair value to contract value
                
for fully benefit-responsive investment contracts
     (92,284 )     275,327  
                 
NET ASSETS AVAILABLE FOR BENEFITS
   $ 243,763,138     $ 236,625,078  
                 
                 
See notes to financial statements.
                
 
-3-
 
BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
 
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2007
       
       
ADDITIONS:
      
Investment income:
      
Interest on participants' loans
   $ 323,485  
Dividends on employer common stock
     494,000  
Net realized and unrealized depreciation in fair value of investments
     (2,391,893 )
         
Contributions:
        
Participant
     16,850,466  
Employer
     9,784,558  
Rollovers from other qualified plans
     3,331,786  
         
Total additions
     28,392,402  
         
DEDUCTIONS:
        
Benefits paid to participants
     21,219,076  
Administrative expenses
     35,266  
         
Total deductions
     21,254,342  
         
NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS
     7,138,060  
         
—Beginning of year
     236,625,078  
         
—End of year
   $ 243,763,138  
         
         
See notes to financial statements.
        
 
-4-
 
BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
 
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007 AND 2006, AND FOR THE YEAR ENDED DECEMBER 31, 2007

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 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 agreement, 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 or from the Administrator. Diversified Investment Advisors, Inc. (“Diversified”) has been appointed as the recordkeeper of the Plan and Investors Bank & Trust Company of Boston, Massachusetts (the “Trustee”), has been appointed as the trustee of the Plan.
 
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 contribution on a pay-period basis. The Plan permits the Board of the Employer to authorize optional profit-sharing contributions allocated to participants based on salary. The Board authorized an optional profit-sharing contribution of 1.5% of salary, up to a maximum salary of $225,000 for all eligible employees for the year ended December 31, 2007.
 
-5-
 
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, 2007, forfeited amounts available to offset future Employer contributions were approximately $737,000.  During the year ended December 31, 2007, approximately $609,000 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 attributable to any particular fund shall be allocated among participants’ accounts in proportion to the value of each account, taking into consideration the 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, 2007, interest rates ranged from 5.0% 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.
 
-6-
 
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 underlying assets of the pooled separate accounts is based upon 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.
 
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, 2007 and 2006, are summarized as follows:
 
   
2007
    
2006
  
             
Employer common stock
   $ 45,609,990     $ 60,777,626  
Diversified Stock Index Fund
     25,711,877       25,274,076  
Diversified Value and Income Fund
     20,108,641       19,661,669  
Personal Choice Retirement Accounts
     16,368,860       16,010,142  
Diversified Core Bond Fund
     15,621,919       **  
Equity Growth Fund
     14,922,704       13,300,749  
Diversified Intermediate Horizon Strategic Allocation Fund
     13,216,953       **  
Diversified International Equity Fund
    
**
       11,886,136  
Special Equity Fund
     **       11,854,709  
Diversified Stable Five Fund***
     24,678,099       24,409,958  
                 
** 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 $24,585,815 at December 31, 2007.
                
 
During the year ended December 31, 2007, the Plan’s investments appreciated (depreciated) in fair value as follows:
 
   
Amount
  
       
Mutual funds
   $ 7,795,069  
Employer common stock
     (9,565,556 )
Personal choice retirement accounts
     (621,406 )
         
Net realized and unrealized depreciation in fair value of investments
   $ (2,391,893 )
 
-7-
 
4.
INVESTMENT PROGRAMS
 
As of December 31, 2007, 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, 2007, was 4.80%. The average yield for this Diversified account for the year ended December 31, 2007, was 4.80%.
 
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 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.
 
******
 
-8-
 
SUPPLEMENTAL SCHEDULE
 
 
-9-
 
BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
  
   
SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)
  
AS OF DECEMBER 31, 2007
  
       
Identity and Description of Issues
  
Current
  
   
Value
  
Participant directed:
      
  Money market—at fair value—
      
    Diversified Money Market Fund*
   $ 11,463,011  
  Mutual funds:
        
    Diversified Stock Index Fund*
     25,711,877  
    Diversified Value & Income Fund*
     20,108,641  
    Diversified Balanced Fund*
        
    Diversified Small Cap Growth Fund*
     5,355,220  
    Diversified MidCap Growth Fund*
     3,175,447  
    Diversified MidCap Value Fund*
     5,759,127  
    Diversified Quality Bond Fund*
        
    Diversified Equity Growth Fund*
     14,922,704  
    Diversified Core Bond Fund*
     15,621,919  
    Diversified Intermediate Horizon Fund*
     13,216,953  
    Diversified Intermediate/Long Horizon Fund*
     5,486,862  
    Diversified Short/Intermediate Horizon Fund*
     235,132  
    Diversified Long Horizon Fund*
     422,174  
    Diversified Short Horizon Fund*
     1,799,886  
    Alliance Bernstein International Value Fund
     8,516,927  
    American Funds EuroPacific Fund
     9,227,297  
    American Beacon Small Cap Index Fund
     50,656  
    Columbia Small Cap Value Fund
     5,405,735  
    Columbia Mid Cap Index Fund
     344,491  
    Vanguard Total International Stock Index Fund*
     1,285,015  
    PIMCO Real Return Fund
     488,271  
         
           Total mutual funds
     137,134,334  
         
  Employer common stock—at fair value*
     45,609,990  
         
  Pooled separate account—at fair value—
        
    Diversified Stable Five Fund—Pooled Account of
        
      the Transamerica Financial Life Insurance Company, Inc.*
     24,678,099  
         
Self-directed:
        
  Personal choice retirement account:
        
    Money market fund—at fair value—
        
      Charles Schwab Money Market Fund
     4,798,137  
    Certificates of Deposits—
        
      Countrywide Bank, NA
     100,001  
         
   
(Continued)
  
 
-10-
 
BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
  
   
SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)
  
AS OF DECEMBER 31, 2007
  
       
       
Identity and Description of Issues
  
Current
  
   
Value
  
Personal choice retirement account (continued):
      
    Corporate common stocks—at fair value:
      
      3sbio Inc Adr
   $ 20,832  
      Alcatel-Lucent
     37  
      Allied Cap Corp New
     19,911  
      American Int'l Group Inc.
     29,150  
      Anadarko Petroleum Corp
     197,070  
      Apple Computer Inc.
     3,962  
      BankAmerica Corp
     65,431  
      Employer common stock—at fair value*
     5,875,000  
      CHICOS FAS, Inc.
     27,090  
      Chindex International
     17,265  
      Cintas Corp
     8,405  
      Cisco Systems Inc.
     10,828  
      Citigroup, Inc.
     5,888  
      Citizens Commumications
     6,475  
      Companhia Vale Do Adr
     8,168  
      Countrywide Financial Corp
     5,427  
      Deep Down, Inc.
     68,600  
      Document Sciences Corp.
     11,954  
      E M C Corp Mass
     7,412  
      Ebay Inc.
     13,276  
      General Electric Company
     11,896  
      Google Inc. Class A
     10,372  
      Granite Construction Inc.
     7,236  
      Home Depot Inc.
     16,411  
      IBM Corp.
     464  
      Isolagen Inc.
     6,175  
      Kroger Company
     5,342  
      Lowes Companies Inc.
     11,345  
      McDonalds Corp
     5,891  
      Microsoft Corp
     18,162  
      Nabors Industries Inc.
     10,956  
      Panera Bread Co Cl A
     14,328  
      Petrohawk Energy Corp
     38,549  
      Pfizer Incorporated
     46,006  
         
         
   
(Continued)
  
 
-11-
 
BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
  
   
SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)
  
AS OF DECEMBER 31, 2007
  
       
       
Identity and Description of Issues
  
Current
  
   
Value
  
Personal choice retirement account (continued):
      
    Corporate common stocks—at fair value:
      
      Reasearch In Motion, Ltd.
   $ 118,049  
      Simcere Pharma Gp Adr
     3,712  
      Southwest Airlines Co
     7,320  
      Tesoro Petroleum Corp
     190,800  
      Time Warner Incorporate
     13,689  
      Trimble Navigation Ltd
     6,048  
      Washington Mutual Inc.
     3,675  
      Winn-Dixie Stores Inc.
     6,511  
      Yahoo!, Inc.
     883  
         
           Total corporate common stocks
     6,956,000  
         
  Mutual funds:
        
    American Beacon Largec
     402,212  
    Artisan International Fund
     24,837  
    Cgm Focus Fund
     45,466  
    Cooke & Bieler Mid Cap
     8,407  
    Delafield Fund
     18,125  
    Dodge & Cox International Stock Fund
     25,100  
    Excelsior Energy
     22,948  
    Excelsior Value Fund
     9,957  
    Fidelity Adv Mid Cap II
     13,582  
    Forward Int'l Small Cap
     5,501  
    Hlm Emerging Markets
     1,806  
    Ing Global Real
     11,701  
    Janus Overseas Fund
     58,075  
    Janus Strategic Value Fund
     42,506  
    Jennison Natural
     9,371  
    Lazard Emerging Market
     13,828  
    Loomis Sayles Aggreg Growth
     9,747  
    Metropolitan West Low
     13,564  
    Oakmark Select Fund
     4,833  
    Oppenheimer Mainstreet
     12,364  
    Schwab Analytics Fund
     19,941  
    Schwab S&P I500 nv Sh
     9,524  
    Schwab Target 2020 Fund
     19,510  
         
   
(Continued)
  
 
-12-
 
BROWN & BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND TRUST
  
   
SUPPLEMENTAL SCHEDULE OF ASSETS (HELD AT END OF YEAR)
  
AS OF DECEMBER 31, 2007
  
       
Identity and Description of Issues
  
Current
  
   
Value
  
Personal choice retirement account (continued):
      
  Mutual funds (continued):
      
    Schwab Value Advantage
   $ 3,261,921  
    Schwab Yield Plus Investment
     12,185  
    Schwab Yield Plus Select
     861  
    Selected American Share
     13,571  
    Ssga Intl Stock
     220,699  
    T Rowe Price Retirement
     3,026  
    T Rowe Price Spectrum
     9,871  
    Transamerica Premier Eqt
     22,288  
    Umb Scout Worldwide Fund
     11,670  
    Van Kampen Growth
     24,105  
    Vanguard Intl Value Fund
     25,410  
    Vanguard Precious Metal
     32,009  
    Vanguard Total Intl
     12,398  
    William Blair Growth Fund
     26,401  
         
           Total mutual funds
     4,479,320  
         
  User-Defined:
        
    Cedar Fair L P Dep Uts
     4,619  
    Ferrellgas Partners LP
     13,440  
    Magellan Midstream Partners
     17,343  
         
           Total user-defined funds
     35,402  
         
           Total personal choice retirement account
     16,368,860  
         
Participant loans (bearing interest at rates ranging between 5%
        
  and 10.5%, maturing over periods generally up to five years)
     4,205,263  
         
TOTAL ASSETS HELD FOR INVESTMENT
   $ 239,459,557  
         
         
*A party-in-interest (Note 5).
        
         
Cost information is not required to be provided as these invesments 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, 2008
By:
/S/ CORY T. WALKER
  
   
Cory T. Walker
  
   
Senior Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX
   
Exhibit
Document
   
23
Consent of Independent Certified Public Accountants
   
99.1
Certification of Chief Operating Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2003.   This Certification shall not be deemed to be "filed" with the Commission or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that such Certification is incorporated by reference into a filing under the Securities Act of 1934, as amended, or the Exchange Act of 1933, as amended.
   
99.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2003.   This Certification shall not be deemed to be "filed" with the Commission or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that such Certification is incorporated by reference into a filing under the Securities Act of 1934, as amended, or the Exchange Act of 1933, as amended.
 
 
 
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