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

Jan 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2015-12-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-22	Common Stock, $.10 par value	G	856.0000	$0.0000	Acquired	1102081.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	70332.0000	Direct
Common Stock, $.10 par value (SIP)	344357.0000	Direct
Common Stock, $.10 par value	17937.2240	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: 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.

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 ("SIP"). Full ownership will not vest until the satisfaction of performaance-based conditions established in connection with this grant.

F4: Based upon information supplied by the plan recordkeeper as of January 27, 2015. Number of shares varies periodically based on contributions to plan.

F5: The Reporting Person disclaims beneficial ownership of securities owned by children who share the 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

F6: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").

F7: These options vest and become exercisable on November 26, 2017, unless accelerated based on satisfaction of conditions established pursuant to the Plan.