BROWN & BROWN, INC. — Director's Dealing 2016

Mar 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2016-03-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-23	Common Stock, $.10 par value (SIP)	A	39684.0000	$0.0000	Acquired	324515.0000	Direct
2016-03-23	Common Stock, $.10 par value (SIP)	A	8810.0000	$0.0000	Acquired	333325.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value	1102081.0000	Direct
Common Stock, $.10 par value (PSP)	70332.0000	Direct
Common Stock, $.10 par value	18214.0000	Indirect
Common Stock, $.10 par value	9171.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.4800	2018-02-26	Common Stock, $.10 par value (35000.0000)	35000.0000	Direct
Stock Options	$18.4800	2018-02-26	Common Stock, $.10 par value (35000.0000)	35000.0000	Direct
Stock Options	$18.4800	2018-02-26	Common Stock, $.10 par value (35000.0000)	35000.0000	Direct

Footnotes

F1: These securities were granted pursuant to the Company's 2010 Stock Incentive Plan ("SIP"). The initial grant was made on January 18, 2011, but was subject to the satisfaction of performance-based conditions established in connection with the grant. On March 23, 2016, the Company confirmed the satisfaction of the performance-based conditions established in connection with this grant, and the Reporting Person has voting rights and dividend entitlement with respect to these shares, but full ownership will not vest until the satisfaction of additional service-based conditions.

F2: These securities were granted pursuant to the SIP. 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 service-based conditions.

F3: A total of 939 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2015. Number of shares may vary due to dividend reinvestment.

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 as of December 31, 2015. Number of shares varies periodically based on contributions to plan.

F6: 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

F7: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F8: These options vest and become exercisable on November 26, 2017, unless accelerated based on satisfaction of conditions established pursuant to the Plan.