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

Dec 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: LLOYD ROBERT W (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-12	Common Stock, $.10 par value	S	4000.0000	$26.2200	Disposed	246.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	29415.0000	Direct
Common Stock, $.10 par value (SIP)	21930.0000	Direct
Common Stock, $.10 par value	2778.0000	Indirect

Footnotes

F1: A total of 606 of these shares were acquired through the Company's Employee Stock Purchase Plan in August 2011 and 657 in August 2012. Number of shares may vary due to dividend reinvestment.

F2: 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.

F3: 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.

F4: Based upon information supplied by the Plan recordkeeper. Number of shares varies periodically based on contributions to plan.