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

Apr 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2012-04-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-24	Common Stock, $.10 par value	S	15000	$26.45	Disposed	83685	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value - SIP	50127	Direct
Common Stock, $.10 par value - PSP	104187	Direct
Common Stock, $.10 par value	3320	Direct
Common Stock, $.10 par value	5827	Indirect

Footnotes

F1: A total of 394 of these shares were acquired through the Company's Employee Stock Purchase Plan in August 2011. Number of shares may reflect reinvested dividends.

F2: 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.

F3: These securities were granted at various dates pursuant to the Company's Performance Stock Plan. Based on the satisfaction of certain performance-based conditions contained in that Plan, the recipient may have voting rights and dividend entitlements with respect to a portion of these shares, but full ownership will not vest until the satisfaction of additional conditions.

F4: Owned jointly with spouse.

F5: The Reporting Person's spouse is employed by a subsidiary of the Company. The Reporting Person's spouse's remaining shares consist of 5,827 shares owned directly, of which 236 shares were acquired through the Company's Employee Stock Purchase Plan in August 2011. Reporting Person disclaims beneficial ownership in shares owned by Reporting Person's spouse