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: 2011-12-23

Reporting Person: DOWNS LINDA S (Regional President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-23	Common Stock, $.10 par value	G	3750	—	Disposed	402762	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	50127	Direct
Common Stock, $.10 par value	146650	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$15.78	2013-03-24	Common Stock (108226)	108226	Direct
Stock Options	$18.48	2018-02-26	Common Stock (16589)	16589	Direct
Stock Options	$18.48	2018-02-26	Common Stock (88000)	88000	Direct

Footnotes

F1: A total of 1,515 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 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.

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.