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

Dec 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2012-12-06

Reporting Person: BOONE SAM R JR (Regional Executive VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-06	Common Stock, $.10 par value (PSP)	F	17147.0000	$26.4100	Disposed	87040.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	113971.0000	Direct
Common Stock, $.10 par value (Jointly Owned)	3320.0000	Direct
Common Stock, $.10 par value (SIP)	50127.0000	Direct
Common Stock, $.10 par value	6062.0000	Indirect

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 47,040 shares of restricted stock under the Company's Performance Stock Plan ("PSP").

F2: 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.

F3: A total of 393 of these shares were acquired through the Company's Employee Stock Purchase Plan in August 2012. Number of shares may reflect reinvested dividends

F4: Owned jointly with spouse.

F5: 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.

F6: A total of 235 of these shares were acquired through the Company's Employee Stock Purchase Plan in August 2012. Number of shares may reflect reinvested dividends