BROWN & BROWN, INC. — Director's Dealing 2014

Sep 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2014-08-28

Reporting Person: Masters Kenneth R (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-28	Common Stock, $.10 par value	M	15000.0000	$18.4800	Acquired	47140.0000	Direct
2014-08-28	Common Stock, $.10 par value	M	6884.0000	$18.4800	Acquired	54024.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-28	Stock Options	$18.4800	M	6884.0000	Disposed	2018-02-26	Common Stock, $.10 par value (6884.0000)	Direct
2014-08-28	Stock Options	$18.4800	M	15000.0000	Disposed	2018-02-26	Common Stock, $.10 par value (15000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	25798.0000	Direct
Common Stock, $.10 par value (SIP)	105958.0000	Direct
Common Stock, $.10 par value	86.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.4800	2018-02-26	Common Stock, $.10 par value (15000.0000)	15000.0000	Direct

Footnotes

F1: A total of 955 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2014. Number of shares may vary due to dividend reinvestment.

F2: 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.

F3: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan. The Reporting Person has voting rights and dividend entitlement with respect to a portion of these shares, but full ownership will not vest until the satisfaction of additional conditions.

F4: Reporting Person disclaims beneficial ownership in shares owned by Spouse of Reporting Person.

F5: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F6: These options vest and become exercisable on 11/26/17, unless accelerated based on satisfaction of conditions established pursuant to the Plan.