BROWN & BROWN, INC. — Director's Dealing 2017

Jan 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2017-01-01

Reporting Person: LLOYD ROBERT W (EVP, Secy, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-01	Common Stock, $.10 par value	F	796.0000	$44.8600	Disposed	7634.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	12124.0000	Direct
Common Stock, $.10 par value (SIP)	23251.0000	Direct

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 2,436 shares of stock under the Company's 2010 Stock Incentive Plan ("SIP").

F2: A total of 855 of these shares were acquired through the Company's Employee Stock Purchase Plan in July 2016. Number of shares may vary due to dividend reinvestment.

F3: 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.

F4: These securities were granted pursuant to the SIP. Full ownership will not vest until the satisfaction of additional conditions established in connection with this grant.