UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
11-K/A
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, 2005
OR
[
] 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
This
Form
11-K/A is being filed merely to include the conformed signature of the
Independent Registered Public Accounting Firm in the opinion on page two
hereof
that was inadvertently omitted from the form when originally
filed.
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:
|
|
|
Statements
of Net Assets Available for Benefits as of December 31, 2005 and
2004
|
3
|
|
Statement
of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2005
|
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)
|
9-10
|
|
SIGNATURE
|
11
|
|
EXHIBIT
INDEX
|
12
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Trustees of and Participants in
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, 2005 and 2004, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2005. 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 audit 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, such financial statements present fairly, in all material respects,
the
net assets available for benefits of the Plan as of December 31, 2005 and
2004, and the changes in net assets available for benefits for the year ended
December 31, 2005, in conformity with accounting principles generally
accepted in the United States of America.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in
the
table of contents is presented for the purpose of additional analysis and is
not
a required part of the basic 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.
Such schedule has been subjected to the auditing procedures applied in our
audit
of the basic 2005 financial statements and, in our opinion, is fairly stated
in
all material respects when considered in relation to the basic financial
statements taken as a whole.
|
/s/
Deloitte & Touche LLP
Certified
Public Accountants
Jacksonville,
Florida
June
23, 2006
|
|
2
|
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND
TRUST
|
||
|
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
|
||
|
DECEMBER
31, 2005 AND 2004
|
|
|
|
2005
|
2004
|
||||||
|
CASH
|
$
|
557,898
|
$
|
632,666
|
|||
|
INVESTMENTS:
|
|||||||
|
Participant
directed—at fair value:
|
|||||||
|
Money
market fund
|
5,986,263
|
7,884,947
|
|||||
|
Common/collective
trust funds
|
94,463,103
|
80,128,924
|
|||||
|
Personal
choice retirement account
|
13,202,601
|
643,961
|
|||||
|
Employer
common stock
|
72,430,312
|
59,364,176
|
|||||
|
Pooled
separate account
|
21,023,712
|
16,760,706
|
|||||
|
Participant
loans
|
3,104,945
|
2,697,104
|
|||||
|
Total
investments
|
210,210,936
|
167,479,818
|
|||||
|
|
|||||||
|
RECEIVABLES—Employer
contributions
|
3,672,694
|
2,470,127
|
|||||
|
NET
ASSETS AVAILABLE FOR BENEFITS
|
$
|
214,441,528
|
$
|
170,582,611
|
|||
|
|
|||||||
|
|
|||||||
|
See
notes to financial statements.
|
|||||||
3
|
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
|
|
|
YEAR
ENDED DECEMBER 31, 2005
|
|
|
ADDITIONS:
|
||||
|
Investment
income:
|
||||
|
Interest
and dividends
|
$
|
172,821
|
||
|
Dividends
on employer common stock
|
432,753
|
|||
|
Net
appreciation in fair value of investments
|
29,063,064
|
|||
|
Net
investment income
|
29,668,638
|
|||
|
Contributions:
|
||||
|
Participant
|
13,591,718
|
|||
|
Employer
|
8,646,659
|
|||
|
Rollovers
from other qualified plans
|
6,447,189
|
|||
|
Total
contributions
|
28,685,566
|
|||
|
DEDUCTIONS:
|
||||
|
Benefits
paid to participants
|
14,474,589
|
|||
|
Administrative
expenses
|
20,698
|
|||
|
Total
deductions
|
14,495,287
|
|||
|
NET
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
|
43,858,917
|
|||
|
NET
ASSETS AVAILABLE FOR BENEFITS:
|
||||
|
Beginning
of year
|
170,582,611
|
|||
|
End
of year
|
$
|
214,441,528
|
||
|
See
notes to financial statements.
|
||||
4
BROWN
&
BROWN,
INC. EMPLOYEES’ SAVINGS PLAN AND
TRUST
NOTES
TO FINANCIAL STATEMENTS
|
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, established effective January 1, 1985, and as amended and restated
effective January 1, 1997, 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 day of
the
month following 30 continuous days 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 Website 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 limitations, any percentage of
annual compensation as contributions to the Plan, up to a maximum contribution
of $14,000 with a $4,000 ‘catch-up’ option for those employees age 50 and older
for the year ended December 31, 2005. In 2004, participants could elect to
contribute between 1% and 15% of annual compensation, up to a maximum of
$13,000. The Employer makes matching contributions to the Plan of 100% of each
participant’s contribution not to exceed 2.5% of each participant’s compensation
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 $210,000 for all participants for the year ended
December 31, 2005.
5
Vesting—Participants
are immediately vested in their voluntary contributions plus actual earnings
thereon. Vesting in the Employer matching contributions and optional
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.
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 each participant’s contributions
and distributions.
Participant
Loans—A
participant may, with prior approval, 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, 2005, 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.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING
POLICIES
|
Basis
of Accounting—The
accompanying financial statements of the Plan have been prepared in accordance
with accounting principles generally accepted in the United States of
America.
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.
6
Valuation
of Investments and Income Recognition—The
Plan’s investments in money market funds, common/collective trust 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. Participant loans are valued at
cost,
which approximates fair value.
Diversified
manages a guaranteed pooled separate account of Transamerica Financial Life
Insurance Company called the Stable Five Fund. The guaranteed investment
contract is stated at contract value and approximates fair value. Contract
value
represents contributions made under the contract, plus interest, less expenses
and benefits. 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 pooled
account no. 24 and the balance of the Stable Five Fund. The crediting
interest rate for this Diversified account for the year ended December 31,
2005, was 4.9%. The average yield for this Diversified account for the year
ended December 31, 2005, was 4.9%.
Risks
and Uncertainties—The
Plan
utilizes 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 the amounts reported
in
the financial statements.
|
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, 2005 and 2004, are
summarized as follows:
|
2005
|
2004
|
||||||
|
Employer
common stock
|
$
|
72,430,312
|
$
|
59,364,176
|
|||
|
Diversified
Stock Index Fund
|
24,350,007
|
14,946,619
|
|||||
|
Diversified
Value and Income Fund
|
13,503,338
|
12,076,328
|
|||||
|
Diversified
Stable Five Fund
|
21,023,712
|
16,760,706
|
|||||
|
Equity
Growth Fund
|
12,376,974
|
-
|
|||||
|
Personal
Choice Retirement Account
|
13,202,601
|
-
|
|||||
During
the year ended December 31, 2005, the Plan’s investments appreciated in
fair value as follows:
|
Common/collective
trust funds
|
$
|
5,631,201
|
||
|
Employer
common stock
|
21,159,624
|
|||
|
Personal
choice retirement account:
|
||||
|
Common
stock
|
2,173,772
|
|||
|
Money
market funds
|
91,796
|
|||
|
Mutual
funds
|
3,672
|
|||
|
User-defined
funds
|
269
|
|||
|
Unit
trusts
|
2,730
|
|||
|
|
||||
|
Net
appreciation in fair value of investments
|
$
|
29,063,064
|
|
4.
|
INVESTMENT
PROGRAMS
|
As
of
December 31, 2005, contributions to the Plan are invested in one or more of
19 separate investment fund options at the direction of each participant. The
fund options are: (1) Diversified Stock Index Fund, (2) Diversified
Balanced Fund, (3) Diversified Value and Income Fund, (4) Diversified
Special Equity Fund, (5) Diversified MidCap Growth Fund,
(6) Diversified MidCap Value Fund, (7) Diversified Equity Growth Fund,
(8) Diversified
7
International
Equity Fund, (9) Diversified Core Bond Fund, (10) Diversified Quality
Bond Fund, (11) Diversified High Yield Bond Fund, (12) Diversified
Intermediate/Long Horizon Fund, (13) Diversified Intermediate Horizon Fund,
(14) Diversified Short Horizon Fund, (15) Diversified
Short/Intermediate Horizon Fund (16) Diversified Long Horizon Fund, (17)
Employer common stock, (18) Diversified Stable Five Fund and
(19) Diversified Money Market Fund. 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 mutual funds.
In
the
accompanying statements of net assets available for benefits as of
December 31, 2005 and 2004, the following investments are aggregated into
the Common/Collective Trust Funds for presentation purposes: the Diversified
Balanced Fund, Diversified Core Bond Fund, Diversified Equity Growth Fund,
Diversified MidCap Growth Fund, Diversified MidCap Value Fund, Diversified
Quality Bond Fund, Diversified High Yield Bond Fund, Diversified Intermediate
Horizon Fund, Diversified Intermediate/Long Horizon Fund, Diversified Long
Horizon Fund, Diversified International Equity Fund, Diversified Short Horizon
Fund, Diversified Special Equity Fund, Diversified Stock Index Fund, Diversified
Short/Intermediate Horizon Fund, and Diversified Value & Income Fund. The
remaining options are shown individually in the accompanying statements of
net
assets available for benefits. The Charles Schwab & Co. Personal Choice
Retirement Account is presented as self-directed investments in the accompanying
statements of net assets available for benefits.
|
5.
|
EXEMPT
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
investments represent party-in-interest transactions that qualify as exempt
prohibited transactions.
Fees
paid
by the Plan participants for the investment management services amounted to
approximately $21,000 for the year ended December 31, 2005.
|
6.
|
FEDERAL
INCOME TAX STATUS
|
The
Plan
is a nonstandardized prototype plan sponsored by the employer, Brown &
Brown, Inc. The employer last received an opinion letter with respect to the
prototype adopted by the Plan on April 22, 2004. The Plan is entitled to
full reliance on the opinion letter received by the employer with respect to
compliance with the form requirements of the Internal Revenue Code (“IRC”). The
Plan’s management believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
******
8
|
BROWN
& BROWN, INC. EMPLOYEES’ SAVINGS PLAN AND
TRUST
|
|
|
FORM
5500, SCHEDULE H, PART IV, LINE 4i—
|
|
|
SCHEDULE
OF ASSETS (HELD AT END OF YEAR)
|
|
|
AS
OF DECEMBER 31, 2005
|
|
|
Identity
and Description of Asset
|
Amount
|
|||
|
Cash
|
$
|
557,898
|
||
|
Participant
directed investments:
|
||||
|
Money
market—at fair value—
|
||||
|
Diversified
Money Market Fund*
|
5,986,263
|
|||
|
Common/collective
trusts—at fair value:
|
||||
|
Diversified
Stock Index Fund*
|
24,350,007
|
|||
|
Diversified
Value & Income Fund*
|
13,503,338
|
|||
|
Diversified
Balanced Fund*
|
6,432,110
|
|||
|
Diversified
Special Equity Fund*
|
9,969,671
|
|||
|
Diversified
MidCap Growth Fund*
|
376,001
|
|||
|
Diversified
MidCap Value Fund*
|
827,059
|
|||
|
Diversified
Quality Bond Fund*
|
3,584,116
|
|||
|
Diversified
Equity Growth Fund*
|
12,376,974
|
|||
|
Diversified
Core Bond Fund*
|
4,893,729
|
|||
|
Diversified
Intermediate Horizon Fund*
|
3,265,517
|
|||
|
Diversified
International Equity Fund*
|
6,174,428
|
|||
|
Diversified
Intermediate/Long Horizon Fund*
|
3,752,988
|
|||
|
Diversified
Short/Intermediate Horizon Fund*
|
92,669
|
|||
|
Diversified
High Yield Bond Fund*
|
3,113,757
|
|||
|
Diversified
Long Horizon Fund*
|
76,341
|
|||
|
Diversified
Short Horizon Fund*
|
1,674,398
|
|||
|
Total
common/collective trusts
|
94,463,103
|
|||
|
|
||||
|
Personal
choice retirement account:
|
||||
|
Money
market fund—at fair value—
|
||||
|
Charles
Schwab Money Market Fund
|
4,745,220
|
|||
|
User-defined
fund—
|
||||
|
MidCap
SPDR Trust
|
28,554
|
|||
|
Corporate
common stocks—at fair value:
|
||||
|
Apache
Corp.
|
137,040
|
|||
|
Brown
& Brown Inc.*
|
7,635,000
|
|||
|
|
||||
|
|
(Continued)
|
|||
9
|
FORM
5500, SCHEDULE H, PART IV, LINE 4I—
|
|
|
SCHEDULE
OF ASSETS (HELD AT END OF YEAR)
|
|
|
AS
OF DECEMBER 31, 2005
|
|
Identity
and Description of Asset
|
Amount
|
|||
|
Personal
choice retirement account (continued):
|
||||
|
Corporate
common stocks—at fair value (continued):
|
||||
|
Chaus
Bernard, Inc.
|
$
|
31,630
|
||
|
Cisco
Systems, Inc.
|
6,848
|
|||
|
Document
Sciences Corp.
|
6,600
|
|||
|
Exxon
Mobil Corp.
|
56,170
|
|||
|
Freescale
Semiconductor, Inc. (Class B shares)
|
2,039
|
|||
|
IBM
Corp.
|
343
|
|||
|
KCS
Energy, Inc.
|
32,697
|
|||
|
Lsi
Logic Corp.
|
3,200
|
|||
|
Lucent
Technologies, Inc.
|
1,208
|
|||
|
Motorola
Incorporated
|
16,733
|
|||
|
Nokia
Corp. Spon Adr
|
7,320
|
|||
|
Satcon
Technology Corp.
|
11,250
|
|||
|
Tesoro
Petroleum Corp.
|
123,100
|
|||
|
Time
Warner, Inc.
|
5,541
|
|||
|
Valero
Energy Corp.
|
103,200
|
|||
|
Yahoo!,
Inc.
|
1,489
|
|||
|
Total
corporate common stocks
|
8,181,408
|
|||
|
Mutual
funds:
|
||||
|
Baron
Partners Fund
|
44,499
|
|||
|
Excelsior
Value Fund
|
10,757
|
|||
|
Fidelity
Contra Fund
|
84,342
|
|||
|
Muhlenkamp
Fund
|
27,342
|
|||
|
T
Rowe Price Equity Income Fund
|
46,062
|
|||
|
T
Rowe Price Spectrum Fund
|
10,787
|
|||
|
Vanguard
Total International Fund
|
23,630
|
|||
|
Total
mutual funds
|
247,419
|
|||
|
Total
personal choice retirement account
|
13,202,601
|
|||
|
Employer
common stock—at fair value*
|
72,430,312
|
|||
|
Pooled
separate account—at contract value—
|
||||
|
Diversified
Stable Five Fund—Pooled Account of the
Transamerica Financial Life Insurance Company, Inc.*
|
21,023,712
|
|||
|
Participant
loans (bearing interest at rates ranging between 5% and
10.5%, maturing over periods generally up to five
years)
|
3,104,945
|
|||
|
$
|
210,768,834
|
|||
*
Party-in-interest.
10
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 Amendment No.
1 to
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: November
3, 2006
|
By:
/S/ CORY T.
WALKER
|
|
|
Cory
T. Walker
|
||
|
Senior
Vice President, Chief Financial Officer and
Treasurer
|
||
11
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.*
|
___________________
*Previously
filed
12
EXHIBIT
23
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in Registration Statement No.
33-1900 to Form S-8, as amended, of our report dated June 23, 2006
appearing in this Annual Report on Form 11-K/A of the Brown & Brown, Inc.
Employees’ Savings Plan and Trust for the year ended December 31,
2005.
/s/
Deloitte & Touche LLP
Certified
Public Accountants
Jacksonville,
Florida
October
31, 2006