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BROWN & BROWN, INC. Director's Dealing 2011

Jan 3, 2011

30146_dirs_2011-01-03_3ce17022-70c3-43e3-b2e4-99c6860fb2b7.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: 2010-12-29

Reporting Person: BRIDGES C ROY (Regional President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-12-29 Common Stock, $.10 par value M 5411 $18.48 Acquired 78591 Direct
2010-12-31 Common Stock, $.10 par value F 34992 $24.12 Disposed 160378 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-12-29 Stock Options $18.48 M 5411 Disposed 2018-02-16 Common Stock (26000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $.10 par value 810 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options $15.78 2013-03-24 Common Stock (126016) 126016 Direct
Stock Options $18.48 2018-02-26 Common Stock (104000) 104000 Direct

Footnotes

F1: Number of shares may reflect reinvested dividends.

F2: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 96,000 shares of restricted stock under the Company's Performance Stock Plan ("PSP").

F3: 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.

F4: Reporting Person disclaims beneficial ownership in shares owned by Spouse of Reporting Person.

F5: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F6: These options vest and become exercisable on 11/26/17 unless accelerated based on satisfaction of conditions established pursuant to the Plan.