BROWN & BROWN, INC. — Director's Dealing 2012

Dec 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2012-12-26

Reporting Person: BRIDGES C ROY (Regional President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-26	Common Stock, $.10 par value	M	126016.0000	$15.7800	Acquired	188583.0000	Direct
2012-12-26	Common Stock, $.10 par value	M	26000.0000	$18.4800	Acquired	214583.0000	Direct
2012-12-26	Common Stock, $.10 par value	M	20589.0000	$18.4800	Acquired	235172.0000	Direct
2012-12-26	Common Stock, $.10 par value	F	21128.0000	$25.7500	Disposed	214044.0000	Direct
2012-12-26	Common Stock, $.10 par value	F	26496.0000	$25.7500	Disposed	187548.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-26	Stock Options	$18.4800	M	26000.0000	Disposed	2018-02-26	Common Stock, $.10 par value (26000.0000)	Direct
2012-12-26	Stock Options	$18.4800	M	20589.0000	Disposed	2018-02-26	Common Stock, $.10 par value (20589.0000)	Direct
2012-12-26	Stock Options	$15.7800	M	126016.0000	Disposed	2013-03-24	Common Stock, $.10 par value (126016.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	101578.0000	Direct
Common Stock, $.10 par value	810.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.4800	2018-02-26	Common Stock, $.10 par value (78000.0000)	78000.0000	Direct

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the exercise of options for 172,605 shares under the Company's 2000 Incentive Stock Option Plan.

F2: These securities were surrendered in payment of the exercise price of options for 172,605 shares under the Company's 2000 Incentive Stock Option Plan.

F3: These securities were granted pursuant to the Company's 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").