BROWN & BROWN, INC. — Director's Dealing 2013

Jul 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2013-07-01

Reporting Person: FREEBOURN RICHARD (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-01	Common Stock, $.10 par value (SIP)	A	20937.0000	$0.0000	Acquired	49134.0000	Direct
2013-07-01	Common Stock, $.10 par value (SIP)	A	9305.0000	$0.0000	Acquired	58439.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (Jointly Owned)	47541.0000	Direct
Common Stock, $.10 par value (PSP)	2160.0000	Direct
Common Stock, $.10 par value	25192.0000	Indirect
Common Stock, $.10 par value	1250.0000	Indirect

Footnotes

F1: 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.

F2: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan. Full ownership will not vest until the satisfaction of certain conditions established in connection with this grant.

F3: Owned jointly with spouse.

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 recordkeeper. Number of shares varies periodically based on contributions to plan.