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

Mar 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2011-03-23

Reporting Person: STRIANESE ANTHONY T (Regional Executive VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-23	Common Stock, $.10 par value	S	5000	$24.93	Disposed	1944	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	50127	Direct
Common Stock, $.10 par value	94479	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$15.78	2013-03-24	Common Stock (4316)	4316	Direct
Stock Option	$15.78	2013-03-24	Common Stock (15684)	15684	Direct
Stock Option	$18.48	2018-02-26	Common Stock (100000)	100000	Direct

Footnotes

F1: Number of shares may reflect reinvested dividends.

F2: 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.

F3: These securities were granted pursuant to the Company's Performance Stock Plan ("PSP"). Based on the satisfaction of conditions established pursuant to the PSP, the Reporting Person has voting rights and dividend entitlement with respect to a portion of these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.

F4: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F5: These options vest and become exercisable on 11/26/17 unless vesting is accelerated based on satisfaction of conditions established pursuant to the Plan.