BROWN & BROWN, INC. — Director's Dealing 2011

Dec 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2011-12-19

Reporting Person: FREEBOURN RICHARD (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-19	Common Stock, $.10 par value	F	11591	$21.87	Disposed	7461	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	28197	Direct
Common Stock, $.10 par value	50726	Direct
Common Stock, $.10 par value	24593	Indirect
Common Stock, $.10 par value	1250	Indirect

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 43,822 shares of restricted stock under the Company's Performance Stock Plan ("PSP").

F2: Based on the satisfaction of conditions contained in the Company's Stock Performance Plan, Reporting Person has voting rights and dividend entitlements with respect to a portion of these shares, but full ownership will not vest until the satisfaction of additional conditions.

F3: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). Full ownership will not vest until the satisfaction of performance-based conditions established in connection with this grant.

F4: Number of shares may reflect reinvested dividends.

F5: Owned jointly with spouse.

F6: Based upon information supplied by the Plan's recordkeeper. Number of shares varies periodically based on contributions to plan.

F7: The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.