Item 1.01 Entry into a Material Definitive Agreement

Brown & Brown, Inc. (the "Company") is party to a Master Shelf and Note Purchase Agreement, dated December 22, 2006, between the Company, Prudential Investment Management, Inc. ("Prudential") and certain Prudential affiliates (the "Master Agreement"). Previously, the Master Agreement provided for up to a $200.0 million private uncommitted shelf facility for the issuance of senior unsecured notes over a three-year period to expire on December 22, 2009. Under the Master Agreement, the Company has previously issued and sold its (i) $25.0 million 5.66% Senior Notes, Series C, due December 22, 2016 and (ii) $25.0 million 5.37% Senior Notes, Series D, due January 15, 2015.

On September 30, 2009, the Company entered into a Letter Amendment to the Master Agreement (the "Amendment"). As a result of the Amendment, the expiration date of the period during which the Company may issue additional notes under the Master Agreement was extended to September 30, 2012. As consideration for the Amendment, the Company agreed to pay a renewal fee of $50,000 to Prudential.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which has been attached to this Report as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is filed herewith:

Exhibit No. Description
10.1 Letter Amendment, dated September 30, 2009, to the Master Agreement.