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

Apr 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2012-04-27

Reporting Person: BROWN & BROWN INC (Regional President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-27	Common Stock, $.10 par value	S	11419	$26.9	Disposed	23688	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value - PSP	160378	Direct
Common Stock, $.10 par value	810	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$15.78	2013-03-24	Common Stock (126016)	126016	Direct
Stock Options	$18.48	2018-02-26	Common Stock (20589)	20589	Direct
Stock Options	$18.48	2018-02-26	Common Stock (104000)	104000	Direct

Footnotes

F1: Number of shares may reflect reinvested dividends.

F2: These securities were granted pursuant to the 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: Reporting Person disclaims beneficial ownership in shares owned by Spouse of Reporting Person.

F4: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F5: These options vest and become exercisable on 11/26/17 unless accelerated based on satisfaction of conditions established pursuant to the Plan.