<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>downspoa.txt
<TEXT>
LIMITED POWER OF ATTORNEY

This Statement confirms that the undersigned, Linda S. Downs (the "Insider"),
has authorized and designated
Robert W. Lloyd, Anthony M. Robinson, and Lisa M. Gayton, and each of them (each
  of the foregoing is referred
  to as an "Authorized Signer") to execute and file on the Insider's behalf any
and all Forms 3, 4 and 5
(including any amendments thereto) that the Insider may be required to file with
  the United States Securities
and Exchange Commission as a result of the Insider's ownership of, and
transaction in, securities of
Brown & Brown, Inc. (the "Company"). The authority of the Authorized Signers
under this Confirming Statement
shall continue until the Insider is no longer required to file Forms 3, 4 and 5
with regard to the Insider's
ownership of, or transactions in, securities of the Company, unless revoked in
writing.  The Insider
acknowledges that none of the Authorized Signers is assuming any of the
Insider's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.


Date:
      Linda S. Downs


</TEXT>
</DOCUMENT>
