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

Dec 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2012-12-19

Reporting Person: PENNY JEROME SCOTT (Regional President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-19	Common Stock, $.10 par value	M	54656.0000	$15.7800	Acquired	86005.0000	Direct
2012-12-19	Common Stock, $.10 par value	M	20000.0000	$18.4800	Acquired	106005.0000	Direct
2012-12-19	Common Stock, $.10 par value	M	20000.0000	$18.4800	Acquired	126005.0000	Direct
2012-12-19	Common Stock, $.10 par value	F	11102.0000	$26.2600	Disposed	114903.0000	Direct
2012-12-19	Common Stock, $.10 par value	F	60993.0000	$26.2600	Disposed	53910.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-19	Stock Options	$15.7800	M	54656.0000	Disposed	2013-03-23	Common Stock, $.10 par value (54656.0000)	Direct
2012-12-19	Stock Options	$18.4800	M	20000.0000	Disposed	2018-02-26	Common Stock, $.10 par value (20000.0000)	Direct
2012-12-19	Stock Options	$18.4800	M	20000.0000	Disposed	2018-02-26	Common Stock, $.10 par value (20000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (Jointly Owned)	129363.0000	Direct
Common Stock, $.10 par value (PSP)	150342.0000	Direct
Common Stock, $.10 par value (SIP)	50127.0000	Direct
Common Stock, $.10 par value	23091.0000	Indirect
Common Stock, $.10 par value	96.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.4800	2018-02-26	Common Stock, $.10 par value (60000.0000)	60000.0000	Direct

Footnotes

F1: Number of shares may vary due to dividend reinvestment.

F2: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the exercise of options for 94,656 shares under the Company's 2000 Incentive Stock Option Plan.

F3: These securities were surrendered in payment of the exercise price of options for 94,656 shares under the Company's 2000 Incentive Stock Option Plan.

F4: Owned jointly with spouse.

F5: 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.

F6: 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.

F7: Based upon information supplied by the Plan recordkeeper. Number of shares varies periodically based on contributions to plan.

F8: Reporting Person disclaims beneficial ownership in shares 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.

F9: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F10: These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.