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

Mar 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2012-03-27

Reporting Person: BROWN & BROWN INC (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-27	Common Stock, $.10 par value	S	1019	$23.9	Disposed	49865	Direct
2012-03-28	Common Stock, $.10 par value	S	3981	$23.6	Disposed	45884	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	7245	Direct
Common Stock, $.10 par value	28197	Direct
Common Stock, $.10 par value	25135	Indirect
Common Stock, $.10 par value	1250	Indirect

Footnotes

F1: Number of shares may reflect reinvested dividends.

F2: Owned jointly with spouse.

F3: Based on the satisfaction of conditions contained in the Company's Performance Stock Plan ("PSP"), Reporting Person has 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. Effective February 27, 2012, 216 shares of restricted stock under the Company's PSP vested, of which 58 shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting.

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 this grant.

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

F6: The Reporting Person disclaims beneficial ownership of these securities and 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.