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: BROWN J POWELL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-06	Common Stock, $.10 par value (PSP)	F	12860.0000	$26.4100	Disposed	99552.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	1072185.0000	Direct
Common Stock, $.10 par value (SIP)	246566.0000	Direct
Common Stock, $.10 par value	15779.0000	Indirect
Common Stock, $.10 par value	7969.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.4800	2018-02-26	Common Stock, $.10 par value (29589.0000)	29589.0000	Direct
Stock Options	$18.4800	2018-02-26	Common Stock, $.10 par value (140000.0000)	140000.0000	Direct
Stock Options	$15.7800	2013-03-23	Common Stock, $.10 par value (50000.0000)	50000.0000	Direct

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 35,280 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 1,512 of these shares were acquired through the Company's Employee Stock Purchase Plan in August 2012. Number of shares may vary due to dividend reinvestment.

F4: 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 grants under this plan.

F5: Based upon information supplied by the Plan's recordkeeper. Number of shares varies periodically based on contributions to plan.

F6: Reporting Person disclaims beneficial ownership of securities 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.

F7: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F8: These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.