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

Mar 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2014-02-27

Reporting Person: FREEBOURN RICHARD (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-27	Common Stock, $.10 par value (Jointly Owned)	F	60.0000	$29.4400	Disposed	47697.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	1944.0000	Direct
Common Stock, $.10 par value (SIP)	58439.0000	Direct
Common Stock, $.10 par value	25377.0000	Indirect
Common Stock, $.10 par value	1250.0000	Indirect

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 216 shares of restricted stock under the Company's Performance Stock Plan ("PSP").

F2: Owned jointly with spouse.

F3: These securities were granted pursuant to the Company's 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: 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.

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