Powell Brown, President & CEO

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1 Taking care of our customers and building great futures for people who join the Brown & Brown team are cornerstones of the success and growth of our company. Powell Brown, President & CEO

2 B rown & Brown is, quite simply, a singular standard of excellence in a very competitive and dynamic industry. Brown & Brown s unique culture and business strategy benefit its many varied customer groups, and also play a vital role in attracting and retaining some of the best insurance people in the country. Brown & Brown s merger and acquisition strategy plays an integral part in the Company s success and the success of its new partners. More than 250 agencies have merged with Brown & Brown since 2000, in many cases due to relationships formed over the years. Brown & Brown invites agencies that have high-quality people with proven track records of customer service to join the Brown & Brown team. Each agency also brings increased marketing opportunities, as well as improved relationships with insurance carriers that want to market services and products nationally. Join a Successful, Innovative, and Dynamic Insurance Team...the notion of giving up control was disconcerting to say the least. However, as we learned more about the Brown & Brown culture we became more comfortable with the idea of merging our business. Almost a year after our merger, we both agree it was the best move we ever made. Additionally, our clients have been very satisfied with the transition as they too have benefited from the collective wisdom of Brown & Brown. Ross Kraft and Andrew Biernat Meridian Group, Utica, New York Acquired in 2010

3 Why Partner with Brown & Brown? Brown & Brown is the best local broker, nationwide. Brown & Brown s decentralized operating model allows you to maintain prideful relationships with your clients, carriers, and local community. Your firm will retain decision-making authority and carrier relationships at the local level, while gaining access to the collective wisdom of 200 offices. In addition, you will have access to resources such as: Capital resources to attract and retain key team members Brown & Brown University, B&B s internal technical and sales school, which trains entry-level producers, staff, and more experienced team members. More than 30% of Brown & Brown s top producers are graduates. The Power of We : Share industry knowledge and market intelligence through communication, technology, and the Brown & Brown Intranet New career opportunities for team members looking for advancement Access to representation of regional and national carriers across four divisions: retail, wholesale, programs, and services It has been very rewarding to have the strength of over 200 offices and their market clout behind you. This strength allows you the freedom to make adjustments and decisions within your operations that help to maintain your position well ahead of the competition. Adam Weber Irving Weber Associates, Inc., Ronkonkoma, New York Acquired in 2009 How does Brown & Brown Reduce Transaction Risk? Regional leaders are focused on helping you, and local offices are not driven by home office staff. Brown & Brown works with you to develop a life-after picture of how your agency will look after the transaction. Once a cultural fit is determined and financial terms are agreed upon, the transaction can occur within weeks or even days. B&B provides a cash transaction with a significant down payment at closing. Brown & Brown s history of consistency with regard to its business model and focus means no concerns for the seller regarding change in ownership or deal points. Dedicated team members are focused on the end result of the transaction. Many sellers have stated that B&B provided them with comfort regarding the culture and the organization. Brown & Brown has closed 9% of insurance agency acquisitions in the United States in the last decade.

4 ...my partners and I were skeptical about joining a large, national, public company. We had concerns about how we would have to change our business style to adapt. Frankly, we did not have to change our marketing, sales or service model at all. Once we started to learn innovative ideas from our partners across the country, we decided to implement those and have been very excited about the results! Brown & Brown is who we thought they were high integrity and professional in all aspects. Fred McClaine Agency Associates, Carmel, Indiana Acquired in 2008 Allowing Entrepreneurs to Run Their Own Businesses B rown & Brown is a lean, decentralized, highly competitive, profit-oriented sales and service organization comprised of people of the highest integrity and quality, bound together by clearly defined goals and prideful relationships. Its decentralized structure is key. It allows decisions to be made at the local level, eliminating rigid rules and bureaucratic interference that can slow progress and stifle new ideas. The Company considers its team members to be far more than ordinary and knows that they achieve extraordinary results because they are challenged, empowered, and rewarded for doing so. Brown & Brown s decentralized structure also lends itself to high-quality customer service. Customer service is handled by team members in local offices rather than by a centralized customer service team hundreds of miles away. This helps B&B consistently achieve a retention rate in the mid-90% range.

5 Today, in many ways, we run our business as if it were still our own, within the decentralized environment of Brown & Brown. The Brown & Brown culture drives us to improve in all areas of our business. The end result is that we are stronger insurance professionals, which translates to additional support and services for our customers. Susan Rodriguez MFC & V Insurance Services, Santa Barbara, California Acquired in 2003 Maximizing the Power of Individual Excellence T he insurance industry, like most businesses today, is continually changing, but one fact remains constant insurance is a people-driven business built on relationships. Brown & Brown recruits, cultivates, mentors, and rewards team members to ensure that a well-developed organization is maintained one that does not rely on a small group of policymakers. A major component of the B&B culture is the recognition and reward of top producers in front of their peers. Here Powell Brown greets high performing team members at the Tangle B Banquet, a featured event of the Annual Sales Meeting. The Power of We Succeed through a partnership with Brown & Brown We allow you to monetize your assets while maintaining your entrepreneurial spirit to build wealth. We remain decentralized so that you have the autonomy to make business decisions. We represent regional and national carriers across our four divisions: retail, wholesale, programs, and services. We help you prepare producers, brokers, and other team members through B&B University. We provide ideas and best practices from more than 5,000 team members in over 200 locations across 37 states + London, England. We will succeed together.

6 Build Your Success Through the Brown & Brown Brand Capitalize on the Value of Your Firm Brown & Brown recognizes that you have created a valuable asset. Based upon this premise, B&B s acquisition model is simple. It seeks to structure transactions to meet your financial and operational needs. The general process is as follows: B&B works with you to develop a functional pro forma income statement with profits that are achievable and sustainable as part of Brown & Brown. B&B develops a value based on earnings potential. The majority of the purchase price is usually paid in cash at closing. The remainder is paid on performance over an agreed-upon period of time. All payments are in the form of cash. Qualities of a Successful Merger Partner A passion for the insurance business Strong leadership with an entrepreneurial spirit Sales culture with a continuous investment in production talent A history of growth in the middle market Deep relationships with a diverse stable of insurance carriers Discipline with respect to good business practices A commitment to your community Talented team members Strength of B&B s Balance Sheet A key attribute that sets Brown & Brown apart is the strength of its balance sheet. B&B s strong cash position, along with low debt-to- EBITDA ratio, enables the Company to continue to acquire highquality businesses with high-quality people, year after year. During both strong and weak economic times, Brown & Brown has continued to improve its financial strength and offer long-term stability to potential sellers. Benefits to Stakeholders and Team Members Stock Incentive Plan Brown & Brown s Stock Incentive Plan (SIP) is designed to retain and reward the team members who are critical to the success of the Company. Under the SIP, individuals earn shares of Company stock through a combination of personal performance, growth in earnings, and length of service. Employee Stock Purchase Plan All full-time team members can participate in the Employee Stock Purchase Plan (ESPP), which enables them to annually defer a percentage of their salary to purchase Brown & Brown (BRO) stock at a 15% discount. Currently more than 50% of team members take advantage of this unique wealth-building opportunity, and more than 25% of the Company is owned by team members. See inserts for details on Brown & Brown s balance sheet, historical growth, and SIP Plan

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8 The accumulation of human capital is invaluable. Good people drive the Company. J. Hyatt Brown Chairman Brown & Brown University (BBU) helps develop team members in various roles, both entry level and advanced, including producers, account managers, and leaders. B&B recognizes that team members create value. BBU is a major part of B&B s training foundation, and provides leadership training, technical training, and mentoring. BBU has proven time after time that once a team member completes a course, he or she can rapidly rise to become one of the Company s top performers. Because B&B is decentralized, each office is free to choose the best solutions for its clients. BBU endeavors to help team members and leaders tap into this collective wisdom to gain a competitive advantage. BBU offers several sales, technical, and service related courses for employee benefits, property & casualty, special programs, and wholesale brokerage. BBU also offers advanced leadership classes. Through BBU, Brown & Brown continues to demonstrate its commitment to the enhancement of its team members personally, professionally, educationally, and financially. If given the chance to do it all over again, I would not hesitate to sign the paperwork. Brown & Brown was professional in the negotiation and due diligence process and honored every aspect of our conversations and commitments. The expertise and resources that Brown & Brown has brought to the table post acquisition have helped us double our book of business in less than three years. Ron Taylor Taylor Benefit Services - Reinsurance Stuart, Florida and Atlanta, Georgia Acquired in 2008 Joining Brown & Brown was one of the best moves I ever made. Brown & Brown has provided financial security for me and my family while still allowing me to operate the business without interference, and almost exactly as I did before the acquisition. Brown & Brown is a company of high integrity that lived up to every promise they made. Rob Heller Alpha Benefits Group Plymouth Meeting, Pennsylvania Acquired in 2008 We have been treated just like we were promised. I have been very impressed by the family-style atmosphere. When I think of a NYSE company, I used to picture an unreachable CEO being at the top of a high rise somewhere in New York City; someone you would never actually meet in person. That is not the case at Brown & Brown. Powell Brown knows every office leader by name and knows most of the producers by name. Pat McMahan Alamo Insurance Group San Antonio, Texas Acquired in 2009 For more information, please contact: Vaughn Stoll Director of Acquisitions 220 South Ridgewood Avenue Daytona Beach, Florida [email protected] Being bought by Brown & Brown is the best thing that has ever happened to us. The Company allows me to run the business in a decentralized environment but at the same time offers incredible back room support and access to the collective wisdom of 200 additional offices. Karl Snearer Apex Insurance Agency Richmond, Virginia Acquired in 2006