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BROWN & BROWN, INC. Director's Dealing 2016

Mar 23, 2016

30146_dirs_2016-03-23_71ed4921-e40c-4874-898a-0405888cbecf.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: FREEBOURN RICHARD (EVP and People Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-03-23 Common Stock, $.10 par value (Jointly Owned) F 2893.0000 $35.4700 Disposed 55613.0000 Direct
2016-03-23 Common Stock, $.10 par value (SIP) A 18798.0000 $0.0000 Acquired 38465.0000 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $.10 par value 3518.0000 Direct
Common Stock, $.10 par value (PSP) 1512.0000 Direct
Common Stock, $.10 par value 25887.0000 Indirect

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 10,575 shares under the Company's 2010 Stock Incentive Plan ("SIP").

F2: Owned jointly with spouse.

F3: 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.

F4: 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.

F5: 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.

F6: Based upon information supplied by the plan recordkeeper as of December 31, 2015. Number of shares varies periodically based on contributions to plan.