Pursuing a Merger ®

Exciting Opportunity. Endless Possibilities.

The Opportunity

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 450 agencies have merged with Brown & Brown, 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.

We continue to focus on four operating principles that we believe are fundamental to our success: 1)

Strive to do what is in our clients’ best interests each and every time;

2)

Recruit, reward, and enhance the best people for the Brown & Brown team;

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Work closely with our carrier partners to provide optimal solutions to our clients; and

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Support the communities that we serve.

“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

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Join a Successful, Innovative, and Dynamic Insurance Team 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 more than 200 offices. In addition, you will have access to resources such as: Capital resources to attract and retain key team members and make acquisitions Training through Brown & Brown University, B&B’s internal technical and sales school, which trains entry-level producers, staff, and more experienced team members The “Power of We” SM: Share industry knowledge and market intelligence through communication, technology, and the Brown & Brown Intranet Career opportunities for team members looking for advancement Access to: – Regional and national carriers across all four of our divisions: retail, wholesale, programs, and services – Practice leaders with niche experience throughout our retail, wholesale, and programs divisions – Middle market and Fortune 100 account expertise, including our Beecher Carlson and Pacific Resources teams – In-house third party administrators, reinsurance experience, and captive management – Employee benefits resources, including ACA expertise and a private exchange

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The Company

Allowing Entrepreneurs to Run Their Own Businesses Brown & 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. The 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.

How does Brown &Brown Reduce Transaction Risk? •

Regional leaders are focused on helping you, and local offices are not driven by “home office” staff.

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B&B provides a cash transaction with a significant down payment at closing.

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Dedicated team members are focused on the long term result of the transaction.

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Brown & Brown works with you to develop a life-after picture of how your agency will look after the transaction.

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We have no finish line or end game. We are in the insurance industry forever.

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Once a cultural fit is determined and financial terms are agreed upon, the transaction can occur within weeks or even days.

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.

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The Culture

Maximizing the Power of Individual Excellence through Recognition

The 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 performers at the Annual Sales Meeting.

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The Right Fit

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 purchase price is paid in cash, with a majority paid up front and the remainder paid based on performance over an agreed-upon period of time.

“The accumulation of human capital is invaluable. Good people drive the Company.” –

J. Hyatt Brown, Chairman

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 • Deep relationships with a diverse stable of insurance carriers • Discipline with respect to good business practices • A commitment to your community • Talented team members • Always do what’s in the best interest of your client

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Bermuda

Honolulu London, UK

Brown &Brown focuses on long-term, wealth building opportunities for all of its teammates: • 401K with matching contributions • Deferred compensation plans • Employee Stock Purchase Plan • Equity Incentive Plans or “sweat equity” plans

Brown & Brown is 29% owned by team members

“B&B has done more than promised and we are thrilled to be part of the team. Their decentralized organization allows us to keep doing what we do best, but now with even greater resources. We are growing top line revenues, and we are having fun doing it.” –

Thomas Contreras Texas Security General Agency San Antonio, Texas Acquired in 2012

“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.” –

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.

“We sold our firm to Brown & Brown nearly three years ago and it remains the best move we ever made. The Brown & Brown team has been a pleasure to work with in every regard. They have kept every promise and remain as our trusted friends and partners. We look forward to a very long and bright future together.” –

For more information, please contact: Vaughn Stoll Director of Acquisitions 386.239.8899 [email protected]

220 South Ridgewood Avenue Daytona Beach, Florida 32114 www.bbinsurance.com

Matthew Sitzmann Sitzmann Morris & Lavis, Inc. Oakland, California Acquired in 2011

“Brown & Brown followed through on everything they said would happen prior to and following the acquisition of our business. Their decentralized culture is a perfect fit for our team; driven by innovation, creativity, competitiveness and the ability to get things done. I could not imagine having sold our business to a centralized or matrix structured organization that would not have supported our entrepreneurial and valuesbased culture.” –

J. Scott Penny Chief Acquisitions Officer 386.239.4066 [email protected]

Rob Heller Alpha Benefits Group Plymouth Meeting, Pennsylvania Acquired in 2008

Michael Crowe Crowe Paradis (Advocator Group) Wakefield, Massachusetts Acquired in 2010

“Our transition from private equity ownership to Brown & Brown has been invigorating. The decentralized model backed by the resources and financial standing of BRO has given Arrowhead a larger, firmer foothold in the program space.” –

Chris Walker Arrowhead General Agency San Diego, California Acquired in 2011