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

Jan 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2010-12-30

Reporting Person: LYDECKER CHARLIE (Regional Executive VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-30	Common Stock, $.10 par value	S	4200	$24.24	Disposed	210434	Direct
2010-12-30	Common Stock, $.10 par value	M	5411	$18.48	Acquired	233497	Direct
2010-12-31	Common Stock, $.10 par value	F	6348	$24.12	Disposed	117562	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-30	Stock Options	$18.48	M	5411	Disposed	2018-02-26	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	13441	Indirect
Common Stock, $.10 par value	24	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 (80000)	80000	Direct

Footnotes

F1: A total of 1,502 of these shares were acquired through the Company's Employee Stock Purchase Plan in August 2010. Number of shares may reflect reinvested dividends.

F2: Owned jointly with spouse.

F3: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 24,000 shares of restricted stock under the Company's Performance Stock Plan ("PSP").

F4: These securities were granted pursuant to the 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: Reporting person disclaims beneficial ownership of securities owned by children who share reporting person's household. 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.

F7: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F8: options vest and become exercisable on 11/26/17 unless accelerated based on satisfaction of conditions established pursuant to the Plan.