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BROWN & BROWN, INC. Director's Dealing 2011

Jan 20, 2011

30146_dirs_2011-01-20_9b71c82a-a33d-4f19-b169-f918cf18ff41.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2011-01-18

Reporting Person: WALKER CORY T (CFO, Sr. VP and Treasurer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-01-18 Common Stock, $.10 par value A 31329 Acquired 31329 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $.10 par value 133712 Direct
Common Stock, $.10 par value 124274 Direct
Common Stock, $.10 par value 27300 Indirect
Common Stock, $.10 par value 27617 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options $15.78 2013-03-24 Common Stock (50000) 50000 Direct
Stock Options $18.48 2018-02-26 Common Stock (14589) 14589 Direct
Stock Options $18.48 2018-02-26 Common Stock (80000) 80000 Direct

Footnotes

F1: 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.

F2: Number of shares may vary due to dividend reinvestment.

F3: Owned jointly with spouse.

F4: 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.

F5: Based upon information supplied by the Plan's recordkeeper. Number of shares varies periodically based on contributions to plan.

F6: Granted by the Compensation Committee of the Board Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F7: These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan