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

Jan 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2012-01-03

Reporting Person: BROWN J POWELL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Common Stock, $.10 par value	G	1118	—	Disposed	1048253	Direct
2012-01-03	Common Stock, $.10 par value	G	1118	—	Acquired	7969	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	246566	Direct
Common Stock, $.10 par value	134832	Direct
Common Stock, $.10 par value	14940	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$15.78	2013-03-23	Common Stock (50000)	50000	Direct
Stock Options	$18.48	2018-02-26	Common Stock (29589)	29589	Direct
Stock Options	$18.48	2018-02-26	Common Stock (140000)	140000	Direct

Footnotes

F1: Number of shares may vary due to dividend reinvestment.

F2: 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.

F3: 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.

F4: These securities were granted pursuant to the Company's Performance Stock Plan (" 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.

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

F6: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F7: These options vest and become exercisable on 11/26/17, unless vesting is accelerated based on satisfaction of certain performance-based conditions established pursuant to the Plan.