<PAGE>   1
 
                            SCHEDULE 14A INFORMATION
 
          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )
 
Filed by the Registrant /X/
 
Filed by a Party other than the Registrant / /
 
Check the appropriate box:
 

<TABLE>
<S>                                             <C>
/ /  Preliminary Proxy Statement                / /  Confidential, for Use of the Commission
                                                     Only (as permitted by Rule 14a-6(e)(2))
/X/  Definitive Proxy Statement
/ /  Definitive Additional Materials
/ /  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>


                              POE & BROWN, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
/X/  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or

     Item 22(a)(2) of Schedule 14A.
 
/ /  $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(i)(3).
 
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
     (1)  Title of each class of securities to which transaction applies:
 
     (2)  Aggregate number of securities to which transaction applies:
 
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
 
     (4)  Proposed maximum aggregate value of transaction:
 
     (5)  Total fee paid:
 
/ /  Fee paid previously with preliminary materials.
 
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.
 
     (1)  Amount Previously Paid:
 
     (2)  Form, Schedule or Registration Statement No.:
 
     (3)  Filing Party:
 
     (4)  Date Filed:

<PAGE>   2

                         [POE & BROWN INSURANCE LOGO]
                               POE & BROWN INC.


                                                               March 22, 1995


Dear Shareholder:

     You are invited to attend the Annual Meeting of Shareholders of Poe &
Brown, Inc. (the "Company"), which will be held at the Hyatt Regency Hotel, Two
Tampa City Center, 211 North Tampa Street, Tampa, Florida, on Wednesday, April
19, 1995, at 9:00 a.m.

     The notice of meeting and proxy statement on the following pages cover the
formal business of the Meeting. Whether or not you expect to attend the
Meeting, please sign and return your proxy promptly in the enclosed envelope to
assure your stock will be represented at the Meeting. If you decide to attend
the Annual Meeting and vote in person, you will, of course, have that
opportunity.

     The continuing interest of the shareholders in the business of the Company
is gratefully acknowledged. We hope many will attend the Meeting.

                                           Sincerely,

                                           J. Hyatt Brown
                                           ----------------------
                                           J. Hyatt Brown         
                                           Chairman of the Board,
                                           President and Chief Executive Officer






<PAGE>   3

                                POE & BROWN, INC.

220 South Ridgewood Avenue                          702 North Franklin Street
Daytona Beach, Florida 32114                           Tampa, Florida 33602

                              -----------------


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                 APRIL 19, 1995

     The Annual Meeting of Shareholders of Poe & Brown, Inc. will be held at the
Hyatt Regency Hotel, Two Tampa City Center, 211 North Tampa Street, Tampa,
Florida, on Wednesday, April 19, 1995, at 9:00 a.m., for the following
purposes:

     1. To elect nine (9) directors;

     2. To approve a proposal to allocate 150,000 additional shares of common
        stock to the Company's 1990 Employee Stock Purchase Plan; and

     3. To transact such other business as may properly come before the Meeting
        or any adjournment thereof.

     The Board of Directors has fixed the close of business on February 17,
1995 as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting.

     Shareholders are requested to vote, date, sign and promptly return the
enclosed proxy in the envelope provided for that purpose, WHETHER OR NOT THEY
INTEND TO BE PRESENT AT THE MEETING.

                                   By Order of the Board of Directors

                                   Laurel J. Lenfestey
                                   -----------------------
                                   Laurel J. Lenfestey
                                   Secretary

Tampa, Florida
M
arch 22, 1995




<PAGE>   4



                              POE & BROWN, INC.

                               PROXY STATEMENT
                                      

              ANNUAL MEETING AND PROXY SOLICITATION INFORMATION


     This Proxy Statement is first being sent to shareholders on or about March
22, 1995, in connection with the solicitation of proxies by the Board of
Directors of Poe & Brown, Inc. (the "Company"), to be voted at the Annual
Meeting of Shareholders to be held on Wednesday, April 19, 1995, and at any
adjournment thereof (the "Meeting"). The close of business on February 17,
1995, has been fixed as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting. At the close of business on
the record date, the Company had outstanding 8,489,646 shares of $.10 par value
common stock, entitled to one vote per share.

     Shares represented by duly executed proxies in the accompanying form
received by the Company prior to the Meeting will be voted at the Meeting. If
shareholders specify in the proxy a choice with respect to any matter to be
acted upon, the shares represented by such proxies will be voted as specified.
If a proxy card is signed and returned without specifying a vote or an
abstention on any proposal, it will be voted according to the recommendation of
the Board of Directors on that proposal. The Board of Directors recommends a
v
ote FOR the election of directors and the proposal to allocate additional
shares to the Company's 1990 Employee Stock Purchase Plan. The Board of
Directors knows of no other matters that may be brought before the Meeting.
However, if any other matters are properly presented for action, it is the
intention of the named proxies to vote on them according to their best
judgment.

     Shareholders who hold their shares through an intermediary must provide
instructions on voting as requested by their bank or broker. A shareholder who
signs and returns a proxy may revoke it at any time before it is voted by
taking one of the following three actions: (i) giving written notice of the
revocation to the Secretary of the Company; (ii) executing and delivering a
proxy with a later date; or (iii) voting in person at the Meeting.

     Approval of the election of directors will require a plurality of the
votes cast at the Meeting, provided a quorum is present. The proposal to
allocate additional shares to the Company's 1990 Employee Stock Purchase Plan
will be approved if a quorum exists and the votes cast in favor of such
proposal exceed those cast in opposition. Votes cast by proxy or in person at
the Meeting will be tabulated by one or more inspectors of election appointed
at the Meeting, who will also determine whether a quorum is present for the
transaction of business. Abstentions and broker non-votes will be counted as
shares present in the determination of whether shares of the Company's common
stock represented at the Meeting constitute a quorum. With respect to matters
to be acted upon at the Meeting, abstentions and broker non-votes will not be
counted for the purpose of determining whether a proposal has been approved.

     The expense of preparing, printing and mailing proxy materials to
shareholders of the Company will be borne by the Company. In addition to
solicitations by mail, regular employees of the Company may solicit proxies on
behalf of the Board of Directors in person or by telephone. The Company has
also retained Corporate Investor Communications, Inc., Carlstadt, New Jersey,
to aid solicitation by mail for a fee of approximately $2,500, which will be
paid by the Company. The Company will also reimburse brokerage houses and other
nominees for their expenses in forwarding proxy material to beneficial owners
of the Company's stock.

     The executive offices of the Company are located at 220 South Ridgewood
Avenue, Daytona Beach, Florida 32114 (telephone number (904) 252-9601) and 702
North Franklin Street, Tampa, Florida 33602 (telephone number (813) 222-4100).
Until April of 1993, the Company was known as Poe & Associates, Inc.






<PAGE>   5


                     SECURITY OWNERSHIP OF MANAGEMENT AND

                          CERTAIN BENEFICIAL OWNERS

     The following table sets forth, as of February 28, 1995, information as to
the Company's common stock beneficially owned by (i) each director of the
Company, (ii) each executive officer named in the Summary Compensation
Table, (iii) all directors and executive officers of the Company as a group,
and (iv) any person who is known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of common stock. As of February 28,
the Company had outstanding 8,641,998 shares of $.10 par value common stock,
entitled to one vote per share.


<TABLE>
<CAPTION>                                                                           Amount and Nature of         
    Name and Address of Beneficial Owner(1)                                      Beneficial Ownership(2)(3)    Percent
    --------------------------------------                                       --------------------------    -------           
<S>                                                                                      <C>                    <C>
J. Hyatt Brown(4) ..............................                                         1,991,210              23.0%
S
amuel P. Bell, III
 Cobb Cole & Bell 
 131 N. Gadsden Street 
 Tallahassee, FL 32301 .........................                                             1,000                 *
Bruce G. Geer ..................................                                            82,984                 *  
Jim W. Henderson(5) ............................                                            70,121                 *  
Kenneth E. Hill ................................                                             4,032                 *  
Theodore J. Hoepner                                                                                      
 c/o Sun Bank, N.A.                                                                              
 200 S. Orange Avenue
 Orlando, FL 32801 .............................                                             1,000                 *
V. C. Jordan, Jr.(6) ...........................                                           133,799               1.5% 
Charles W. Poe(7)
 4601 San Miguel
 Tampa, FL 33629 ...............................                                         1,056,211              12.2%
William F. Poe, Sr.(8)
 1000 N. Ashley Dr., Suite 504
 Tampa, FL 33602 ...............................                                         1,074,288              12.4%
William F. Poe, Jr.(9) .........................                                           343,803               4.0%
All directors and executive
 officers as a group (12 persons) ..............                                         4,760,476              55.1%
- -------------
*Less than 1%
</TABLE>


(1)  The business address for Messrs. Brown, Henderson, and Hill is 220 South
     Ridgewood Avenue, Daytona Beach, Florida 32114. The business address for
     Messrs. Geer, Jordan, and Poe, Jr. is 702 North Franklin Street, Tampa,
     Florida 33602.
(2)  Beneficial ownership of shares, as determined in accordance with
     applicable Securities and Exchange Commission rules, includes shares as
     to which a person has or shares voting power and/or investment power. The
     Company has been informed that all shares shown are held of record with
     sole voting and investment power, except as otherwise indicated.
(3)  The number and percentages of shares owned by the following persons
     include the indicated number of shares that are owned by the spouse of 
     such person, and each person disclaims beneficial ownership of such 
     shares: Mr. Geer - 26,260; Mr. Hill - 4,032; Mr. Poe, Sr. - 13,775; all 
     directors and executive officers as a group - 44,067. The number and 
     percentages of shares owned by the following persons include the 
     indicated number of shares owned through the Company's 401(k) Plan as of 
     December 31, 1994: Mr. Henderson - 32,277; Mr. Poe, Sr. - 2,368; Mr. Poe, 
     Jr. - 691.
(4)  Mr. Brown's ownership includes 167,739 shares owned by his children, as to
     which beneficial ownership is disclaimed. Mr. Brown owns 1,823,471 shares
     in joint tenancy with his wife, and these shares have shared voting and
     investment power.


                                      -2-

<PAGE>   6

(5)  Mr. Henderson's ownership includes 1,000 shares owned by his daughter, as
     to which beneficial ownership is disclaimed.
(6)  All shares are held of record by the V.C. Jordan, Jr. Revocable Trust, of
     which V. C. Jordan, Jr. is trustee.
(7)  Charles W. Poe's ownership includes (i) 8,438 shares owned by the Charles
     W. Poe Revocable Living Trust Amended, (ii) 289,662 shares owned by the
     Charles W. Poe Grantor Retained Annuity Trust, as to which beneficial
     ownership is disclaimed, (iii) 158,111 shares owned by Charles W. Poe & 
     Co., a partnership in which Mr. Poe is a partner, and (iv) 600,000 shares 
     held as Trustee for the William F. Poe, Sr. Grantor Retained Annuity 
     Trust, as to which beneficial ownership is disclaimed.
(8)  In addition to the shares referenced in Note (3), William F. Poe, Sr.'s
     ownership includes (i) 337,469 shares owned by W. F. Poe Syndicate, Inc., a
     corporation in which he has a 5% ownership interest and as to which
     beneficial ownership is disclaimed, (ii) 21,756 shares owned by an adult
     son who shares his household, as to which beneficial ownership is
     disclaimed, and (iii) 600,000 shares owned of record by the William F. Poe,
     Sr. Grantor Retained Annuity Trust, as to which beneficial ownership is
     disclaimed.
(9)  William F. Poe, Jr.'s ownership includes 337,469 shares owned by W. F. Poe
     Syndicate, Inc., a corporation in which he has a 19% ownership interest and
     as to which beneficial ownership is disclaimed.



                                      -3-



<PAGE>   7

                                  MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

    Set forth below is certain information concerning the Company's directors 
    and executive officers.


<TABLE>  
<CAPTION>

                                                                                                    Year first
                                                                                                      became
Name                                        Positions                           Age                 a director         
- ----                                        ---------                           ---                 ----------
<S>                       <C>                                                   <C>                    <C>
J. Hyatt Brown            Chairman, President, and Chief Executive Officer      57                     1993

Bruce G. Geer             Executive Vice President and Director                 47                     1991

Kenneth E. Hill           Executive Vice President and Director                 57                     1993

Jim W. Henderson          Executive Vice President and Director                 48                     1993

William F. Poe, Sr.(1)    Director                                              63                     1979(2)
                                      
Samuel P. Bell, III       Director                                              55                     1993
                                      
Theodore J. Hoepner       Director                                              53                     1994
                                      
Charles W. Poe(1)         Director                                              66                     1958
                                      
William F. Poe, Jr.(1)    Director                                              39                     1994(3)
                            
V. C. Jordan, Jr.         Vice Chairman                                         64                       --
                                                                 
Timothy L. Young          Vice President, Chief Financial Officer, 
                            and Treasurer                                       32                       --

Laurel J. Lenfestey       Vice President, Secretary, and General Counsel        36                       --
</TABLE>


- -----------

(1)  William F. Poe, Sr. and Charles W. Poe are brothers, and William F. Poe,
     Jr. is the son of William F. Poe, Sr., and nephew of Charles W. Poe.
(2)  In 1974, Mr. Poe, Sr. resigned when he was elected Mayor of the City of
     Tampa. At the expiration of his term as Mayor in 1979, Mr. Poe, Sr. was
     reappointed to the Board by the existing directors.
(3)  Mr. Poe, Jr. was a director of the Company from April 1991 through April
     1993, when he resigned as part of the business combination of Poe &
     Associates, Inc. with Brown & Brown, Inc. Mr. Poe, Jr. was re-elected to
     the Board at the January 17, 1994 meeting of the Board of Directors.


     J. HYATT BROWN. Mr. Brown has been the President and Chief Executive
Officer of the Company since April 1993, and the Chairman of the Board of
Directors since October 1994. Mr. Brown has been President and Chief Executive
Officer of Brown & Brown, Inc., now a subsidiary of the Company, since 1961. He
was a member of the Florida House of Representatives from 1972 to 1980, and
Speaker of the House from 1978 to 1980. Mr. Brown serves as Vice Chairman of
the Florida Residential Property and Casualty Joint Underwriting Association,
and as a director of SunTrust Banks, Inc., Sun Bank of Volusia County, Inc.,
International Speedway Corporation, The FPL Group, Inc., BellSouth Corporation,
and Rock-Tenn Company.

     BRUCE G. GEER. Mr. Geer has been the Executive Vice President of the
Company since December 1984. He also served as Chief Financial Officer from
1982 to 1988.




                                      -4-


<PAGE>   8
     KENNETH E. HILL. Mr. Hill has been Executive Vice President of the
Company since April 1993. He has served as Executive Vice President of Brown &
Brown, Inc. since 1981.

     JIM W. HENDERSON. Mr. Henderson served as Senior Vice President of the
Company since April 1993, and was elected Executive Vice President in January
of 1995. He has served as Senior Vice President of Brown & Brown, Inc. since
1989. He also served as Chief Financial Officer of Brown & Brown, Inc. from
1985 through 1989.

     WILLIAM F. POE, SR. Mr. Poe has been a director of the Company since prior
to 1979. He is currently the President of Poe Investments, Inc., a private
investment company. From November 1979 until August 1994, he was the Chairman
of the Board of Directors of the Company, and from November 1979 until April
1993, he was the Company's Chief Executive Officer. Mr. Poe is a director of
Fort Brooke Corporation of Florida, a holding company that owns the Fort Brooke
Bank of Florida.

     SAMUEL P. BELL, III. Mr. Bell has been a director of the Company since
1993. He is a shareholder and the managing partner of the law firm of Cobb Cole
& Bell. He has served as counsel to Brown & Brown, Inc. since 1964. Mr. Bell
was a member of the Florida House of Representatives from 1974 to 1988.

     THEODORE J. HOEPNER. Mr. Hoepner has been a director of the Company since
April 1994. He has been the Chairman of the Board, President, and Chief 
Executive Officer of SunBank, N.A. since 1990. From 1983 through 1990, he was
the Chairman of the Board and Chief Executive Officer of SunBank/Miami, N.A.

     CHARLES W. POE. Mr. Poe has been a director of the Company since 1958. He
has been the President of Poe Industries, Inc., a private investment company,
since December 1990. Mr. Poe was the President and principal owner of City
Ready Mix Co. from January 1972 through December 1990. Mr. Poe is also a
director of Fort Brooke Corporation of Florida, a holding company that owns
the Fort Brooke Bank of Florida.

     WILLIAM F. POE, JR. Mr. Poe has been a director of the Company since
January 1994, and also served as a director from 1991-1993. He has been
Assistant Vice President of the Company since 1988, serving principally as an
insurance agent.

     V. C. JORDAN, JR. Mr. Jordan has been Vice Chairman of the Company since
April 1993, serving on the advisory board to the Board of Directors. He was
President of the Company from November 1983 to April 1993.

     TIMOTHY L. YOUNG. Mr. Young has been Vice President and Chief Financial
Officer of the Company since April 1994, and Treasurer since March 1994. He was
Vice President of Finance for Concord Resorts from October 1992 through
December 1993. From August 1990 through October 1992, he was Chief Financial
Officer of Quest Entertainment, Inc., and from January 1990 through August
1990, he was Director of Accounting for George E. Warren, Inc. For more than
three years prior thereto, Mr. Young was an accountant with Coopers & Lybrand.

     LAUREL J. LENFESTEY. Ms. Lenfestey has been Vice President, Secretary, and
General Counsel of the Company since January 1994. She was a partner of the law
firm of Holland & Knight from January 1991 through December 1993, and for more
than three years prior thereto, she was an associate with Holland & Knight.

                                     -5-

<PAGE>   9




MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES

     During 1994, the Company's Board of Directors held five meetings. Each
incumbent director attended at least 75% of the total number of Board meetings
and meetings of committees of which he is a member.

     The Company's Board of Directors has a Compensation Committee and an Audit
Committee. The Compensation Committee consists of Samuel P. Bell, III
(Chairman), J. Hyatt Brown, Theodore J. Hoepner, Charles W. Poe, and William F.
Poe, Sr. The Compensation Committee recommends to the Board both base salary
levels and bonuses for the Chief Executive Officer and the other officers of
the Company. See "Board Compensation Committee Report on Executive
Compensation." The Compensation Committee also reviews and makes
recommendations with respect to the Company's existing and proposed
compensation plans, and serves as the committee responsible for administering
the Company's Amended 1989 Stock Option Plan and the 1990 Employee Stock 
Purchase Plan. The Compensation Committee met three times during 1994.

     The members of the Audit Committee are Charles W. Poe (Chairman), Samuel 
P. Bell, III, J. Hyatt Brown, Theodore J. Hoepner, and William F. Poe, Sr.  
The duties of the Audit Committee, which met four times during 1994, are to 
recommend to the Board of Directors the selection of independent certified 
public accountants, to meet with the Company's independent certified public
accountants to review the scope and results of the audit, and to consider
various accounting and auditing matters related to the Company, including its
system of internal controls and financial management practices.

     The Company does not have a nominating committee. This function is
performed by the Board of Directors.


COMPENSATION OF DIRECTORS

     Directors who are not employees of the Company are paid $2,500 for each
Board meeting attended, and $1,000 for each committee meeting attended if such
meetings occur on a day other than a scheduled meeting of the Board of
Directors. In addition, directors are eligible to receive grants of stock
options under the Company's Amended 1989 Stock Option Plan. No option grants
were made to directors in 1994. All directors receive reimbursement of
reasonable out-of-pocket expenses incurred in connection with meetings of the
Board of Directors. No director who is an employee of the Company receives
separate compensation for services rendered as a director.

 
        COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

     Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than ten
percent of the common stock of the Company, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
directors, and ten percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) reports they file.

     Based solely on its review of the copies of such reports received by it,
and written representations from certain reporting persons that no SEC Forms 5
were required to be filed by those persons, the Company believes that during
1994, its officers, directors and ten percent beneficial owners timely complied
with all applicable filing requirements, except that V.C. Jordan, Jr. missed a
deadline for filing one Form 4 in August of 1994, reflecting additional shares
acquired through the Company's 1990 Employee Stock Purchase Plan, and Timothy
L. Young missed a deadline for filing one Form 4 in January 1995. Mr. Jordan
reported his subject transaction on a Form 4 in December of 1994. Mr. Young
reported his subject transaction on a year-end Form 5.

                                     -6-


<PAGE>   10

 
                           EXECUTIVE COMPENSATION

     The following table sets forth the compensation received by the Company's
Chief Executive Officer and the five other highest paid executive officers for
services rendered to the Company for each of the three years in the period
ended December 31, 1994.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                   Long Term Compensation
                                                                                   ---------------------------
                                                   Annual Compensation               Awards            Payouts
                                           -------------------------------------------------------------------
                                                                     Other                  Securities
Name                                                                Annual     Restricted     Under-              All Other
and                                                                 Compen-       Stock       lying       LTIP     Compen-
Principal                                                            sation     Awards(s)    Options     Payouts   sation
Position                            Year     Salary($)   Bonus($)     ($)         ($)          (#)         ($)     ($)(1)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>        <C>        <C>           <C>         <C>         <C>      <C>
J. Hyatt Brown                      1994      342,350    150,000       -          -           -           -         6,000
  Chairman of the Board, President  1993      288,306    100,300       -          -           -           -        11,664
  & Chief Executive Officer         1992      365,128    143,000(2)    -          -           -           -        10,892

V. C. Jordan, Jr.                   1994      142,215     15,000       -          -           -           -         6,000
  Vice Chairman                     1993      182,673     18,500       -          -           -           -         2,897
                                    1992      175,000     25,000       -          -           -           -          -

Bruce G. Geer                       1994      199,869    100,000       -          -           -           -         6,000
  Executive Vice President          1993      175,000     60,000    754,675(3)    -           -           -         2,271
                                    1992      152,500     50,000       -          -           -           -           720

Kenneth E. Hill                     1994      271,794    207,180     86,150(4)    -           -           -         6,000
  Executive Vice President          1993      251,938    131,592    180,243(4)    -           -           -         9,277
                                    1992      235,266    160,000(2)  31,681(4)    -           -           -         8,791

Jim W. Henderson                    1994      210,066     92,000       -          -           -           -         6,000 
  Executive Vice President          1993      190,720     98,800       -          -           -           -        12,423 
                                    1992      167,945     65,000(2)    -          -           -           -         9,188 
                                                                                                                          
William F. Poe, Sr.                 1994       50,061       -          -          -           -           -       256,000 
  Chairman of the Board(5)          1993      285,000     85,000       -          -           -           -         3,453 
                                    1992      270,000     55,000       -          -           -           -           720 
</TABLE>
 

- ---------------------
(1)  Amounts represent the Company's profit sharing and 401(k) matching
     contributions. The amount shown for Mr. Poe in 1994 includes $250,000 of
     severance pay for the period March 1-December 31.
(2)  Includes bonuses paid in April 1993 for Brown & Brown, Inc.'s fiscal year
     ended March 31, 1993 in the following amounts: Brown-$143,000;
     Hill-$160,000; and Henderson-$65,000.
(3)  Represents the dollar value of the difference between the value (measured
     on the date exercised) and the exercise price of shares of the Company's
     common stock acquired pursuant to the exercise of options previously
     granted.
(4)  Represents annual amounts accrued related to the deferred compensation
     agreement for Kenneth E. Hill. 
(5)  Mr. Poe retired from day-to-day duties with the Company effective 
     March 1, 1994, and resigned as Chairman of the Board effective August 1, 
     1994.

                                     -7-






<PAGE>   11

OPTION GRANTS IN 1994

     No stock options were granted in 1994.

AGGREGATE OPTION EXERCISES IN 1994 AND DECEMBER 31, 1994 OPTION VALUES

     The following table shows information concerning options held by the
officers shown in the Summary Compensation Table at the end of 1994. No options
were exercised by such persons in 1994.


<TABLE>
<CAPTION>
                                                                              Value of Unexcercised
                                               Number of Securities               In-the-Money
                                              Underlying Unexercised                Options at
                                                Options at Fiscal                  Fiscal Year-
                                                   Year-End(#)                       End($)(1)
                                                 Exercisable(E)/                  Exercisable(E)/
Name                                            Unexercisable(U)                 Unexercisable(U)
- ----                                            ----------------                 ----------------
<S>                                                 <C>                            <C>
J. Hyatt Brown ..................                     -                               -

V. C. Jordan, Jr. ...............                   23,750(E)                      336,063(E)

Bruce G. Geer ...................                   18,750(E)                      265,313(E)

Kenneth E. Hill .................                     -                               -

Jim W. Henderson ................                     -                               -

William F. Poe, Sr...............                     -                               -
</TABLE>

___________
(1)  Represents the dollar value of the difference between the value at
     December 31, 1994 and the option exercise price of unexercised options at
     December 31, 1994.

PENSION PLAN

     The Company has a non-contributory defined benefit pension plan (the "Poe
Pension Plan"), covering substantially all of its previous Poe & Associates,
Inc. employees with one or more years of service. Retirement benefits paid
under the Poe Pension Plan are based on compensation and years of service. The
annual compensation utilized to compute annual benefits payable under the Poe
Pension Plan is limited to a yearly maximum of $50,000 of earnings subject to
federal income tax withholding. On December 31, 1993, the Poe Pension Plan was
converted to a cash balance plan and the yearly maximum of earnings utilized to
compute annual benefits was increased to $75,000. Contributions are actuarially
determined. The benefits accruing to Poe Pension Plan participants become fully
vested after five years of service. Under the cash balance plan, the increases
to participants' accrued benefits for their years of service after December 31,
1993 (date of conversion), will be minimal. The following Pension Plan Table
indicates the estimated annual benefits payable for each level of remuneration
specified at the listed years of service as of the date of conversion.




<TABLE>
<CAPTION>
                              PENSION PLAN TABLE

                                                   Years of Service
                              ---------------------------------------------------------- 
Remuneration                     15         20          25            30          35
- ------------                  -------- ------------ -----------  ------------ ----------
<S>                            <C>         <C>        <C>            <C>         <C>     
$30,000                        $4,500     $ 6,000     $ 7,500       $ 9,000     $10,500  
$40,000                        $6,000     $ 8,000     $10,000       $12,000     $14,000  
$50,000 and greater            $7,500     $10,000     $12,500       $15,000     $17,500  
</TABLE>
                 

     Messrs. Jordan, Geer, and Poe, Sr. have 11, 19 and 33 years of credited
service, respectively, under the Poe Pension Plan. The other officers named in
the Summary Compensation Table are not covered by the Poe Pension

                                      -8-




<PAGE>   12

Plan. Benefit amounts shown are straight-life annuities, and are not
subject to deductions for Social Security benefits or other offset amounts.

EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENTS

     On April 28, 1993, J. Hyatt Brown, Kenneth E. Hill, Jim W. Henderson, and
William F. Poe, Sr. all entered into similar employment agreements with the
Company. The agreements may be terminated by either party upon thirty days'
written notice. Compensation under these agreements is at amounts agreed
upon between the Company and each employee from time to time. Additionally, for
a period of three years following the termination of employment, the agreement
prohibits each employee from directly or indirectly soliciting or servicing the
Company's customers.

     Brown & Brown, Inc., now a subsidiary of the Company entered into a
deferred compensation agreement with Kenneth E. Hill, dated  April 27, 1993.
The deferred compensation agreement provides that upon Mr. Hill's death,
retirement, disability, or other termination of employment, $1,923,785 is to be
paid to Mr. Hill, or his designee, in 10 equal annual installments at no
interest if such an event occurs on or before March 31, 1995. The total
deferred compensation amount of $1,923,785 increases 14% per year as of each
March 31, for each full year after March 31, 1995 that Mr. Hill is employed by
the Company until March 31, 1998, after which time the amount will vary based
upon the price of the Company's common stock.

C
OMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The members of the Company's Compensation Committee during 1994 were
Samuel P. Bell, III (Chairman), J. Hyatt Brown, Theodore J. Hoepner, Charles
W. Poe, William F. Poe, Sr. Mr. Brown is the Company's Chairman, President, and
Chief Executive Officer, and Mr. Poe, Sr. was formerly the Company's Chairman
and Chief Executive Officer.

     Samuel P. Bell, III, a director, is a shareholder of the law firm of Cobb
Cole & Bell, which performed services for the Company during 1994. That firm is
expected to perform legal services for the Company during 1995.

     J. Hyatt Brown, the Company's Chairman, President, and Chief Executive
Officer is also a significant shareholder and director of Rock-Tenn Company,
which is a customer of the Company. During 1994, the Company received fees and
commissions from Rock-Tenn Company aggregating approximately $1,106,652.

     As required by the Agreement and Plan of Merger (the "Merger Agreement")
dated December 29, 1992, by and among the Company, Azure Acquisition
Corporation, and Brown & Brown, Inc. ("B&B"), J. Hyatt Brown, the President and
Chief Executive Officer of the Company agreed personally to indemnify the
Company and its subsidiaries, for a period of two years after the Merger, from
and against any losses the Company or its subsidiaries might incur as a result
of the breach or inaccuracy of any of B&B's representations and warranties
contained in the Merger Agreement, pursuant to an indemnity agreement (the
"Indemnity Agreement") dated April 28, 1993. Mr. Brown's indemnification
obligations extended for a period of six years for liabilities arising from the
breach or inaccuracy of certain representations of B&B relating to tax matters.
On March 23, 1994, the Company agreed to amend the Indemnity Agreement to
provide that all of Mr. Brown's indemnification obligations under the Indemnity
Agreement would terminate on March 31, 1994.

     Theodore J. Hoepner, a director, is the Chairman of the Board, President,
and Chief Executive Officer of SunBank, N.A., which the Company utilizes for
some of its cash management requirements. During 1994, the Company established
a $10 million line of credit with SunBank, N.A. Orlando. The Company expects to
continue to use SunBank, N.A. during 1995 for some of its cash management
requirements.

     On January 20, 1995, William F. Poe, Sr. borrowed $250,000 from the
Company. The loan has a six-month term and is secured by a pledge of 20,000
shares of the Company's common stock. The amount outstanding as of March 14,
1995, was $250,000. Interest accrues on this loan at a rate of 7.125% per
annum.

     W. F. Poe Syndicate, Inc. ("Syndicate") is an insurance company whose
stock is owned by William F. Poe, Sr. and his children. In February 1990,
Syndicate and the Company settled certain disputes with Dependable Insurance
Company. In connection with these settlements, Syndicate agreed to pay $383,000
over a ten-year period to the Company, which intended to use such amounts to
pay a portion of its settlement payments to Dependable. In 1993, the Company
paid its total liability to Dependable. Syndicate paid the full amount of its
remaining obligation to the Company in 1994.

                                       -9-


<PAGE>   13
     
     Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement, 
in whole or in part, the following Board Compensation Committee Report on
Executive Compensation and the Performance Graph shall not be incorporated by
reference into any such filings.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Company's overall compensation philosophy is as follows:

     -  Attract and retain high quality people, which is crucial to both the
        short-term and long-term success of the Company;

     -  Reinforce strategic performance objectives through the use of incentive
        compensation programs; and

     -  Create a mutuality of interest between the executive officers and
        shareholders through compensation structures that share the rewards and
        risks of strategic decision-making.

     Base Compensation - Salary levels are determined each year during the
first quarter based upon (1) the Committee's evaluation of the qualitative
performance of each officer during the previous year based upon the report of
the Chief Executive Officer concerning such performance, and (2) the
improvement in the level of profits of the Company. If the officer has no
change in duties, the percentage of annual salary increases for each officer
generally ranges up to eight percent of base salary. Exceptional performance
may merit an increase larger than eight percent. In making this subjective
judgment, the Committee considers salary levels of companies similar to the
Company, and makes adjustments believed appropriate based upon the differences
in the sizes of the peer companies as compared to the Company.

     Annual Bonus Plan - For 1994, in each of the Company's retail operations, 
the aggregate annual bonuses to be allocated among the employees is 3% of that
profit center's operating profit before interest, amortization and profit
center bonus, provided that the resulting operating profit percentage is at
least 18% of total revenues. The aggregate profit center bonus then increases
1% for each 1% increase in the operating profit percentage up to 10% for an
operating profit percentage of 25%. If the profit center's operating profit
percentage is higher than 25%, the aggregate bonus will result in the maximum 
profit center bonus of 12% of the related operating profits. The annual bonuses
for Mr. Hill and Mr. Henderson, who functioned primarily as the Profit
Center Manager and Sales Manager, respectively, for the Daytona Beach retail
operation, were based on a subjective allocation of the aggregate profit center
bonus earned by the Daytona Beach operation. In establishing the annual bonus
for Mr. Geer, who is responsible for the operations of the National Programs
Division, the Committee's guideline is that his bonus will range between zero
and one hundred percent of his base salary. In subjectively setting that
percentage, heavy consideration is given to his performance based upon
individually established performance goals, and to operational results of the
National Programs Division for the previous year.

     Long-Term Compensation - During some years, the Committee considers
granting incentive stock options to officers and other key employees, based
upon salary levels, sales production levels and performance evaluations.
However, no stock options were granted during 1994.

                                      -10-






<PAGE>   14

     CEO Compensation - With respect to the salary and bonus of J. Hyatt
Brown, the Chairman, President and Chief Executive Officer of the Company, the
Committee annually sets these amounts by reference to the general operating
performance of the Company.  Thereafter, the Compensation Committee reports the
salary and bonus amounts established for the Chief Executive Officer to the
members of the Board of Directors and responds to questions, if any. At that
time, the Board may change salary levels or bonus amounts.

     The Committee believes that the bonus recommended by the Committee
(excluding Mr. Brown, who did not participate in this determination) is
significantly less than would be called for by both objective and subjective
factors including, but not limited to, the continuing growth of the Company and
the 66% increase in after-tax income over 1993. In keeping with the overall
goals of the Company, and in recognition of the desire to retain earnings for
growth, after consultation with Mr. Brown, the Committee recommended, and the
Board of Directors approved, a bonus of $150,000 for 1994, an amount less than
the objective criteria would otherwise have dictated. 

     The financial performance of the Company during 1994 was at the expected
budgeted levels. Additionally, the total investment return during 1994 on the
Company's common stock, as indicated by the performance graph set forth later
in this Proxy Statement, exceeded the performance of both the NASDAQ (U.S.)
Index and the group of peer insurance broker and agency companies.

     The tables that precede this report, and the accompanying narrative and
footnotes, reflect the Compensation Committee's decisions after applying the
criteria described above.

                                        COMPENSATION COMMITTEE
                                        Samuel P. Bell, III (Chairman)
                                        J. Hyatt Brown
                                        Theodore J. Hoepner
                                        Charles W. Poe
                                        William F. Poe, Sr.

                                     -11-

<PAGE>   15


                               PERFORMANCE GRAPH

     The following graph is a comparison of five-year cumulative total returns
for the Company's common stock as compared with the cumulative total return for
the NASDAQ Stock Market (U.S.) Index and a group of peer insurance broker and
agency companies (Alexander & Alexander Services, Inc., Arthur J. Gallagher &
Co., Hilb, Rogal and Hamilton Company, and Marsh & McLennan Companies, Inc.).
The returns of each company have been weighted according to their respective
stock market capitalizations as of January 1, 1994, for purposes of arriving at
a peer group average. The cumulative return of the Company was computed by
dividing the difference between the price of the Company's common stock at the
end and the beginning of the measurement period by the price of the Company's
common stock at the beginning of the measurement period. The total return
calculations are based upon an assumed $100 investment on December 31, 1989,
with all dividends reinvested.

                   COMPARISON OF FIVE YEAR CUMULATIVE RETURN
                           AMONG POE & BROWN, INC.,
                     NASDAQ STOCK MARKET (U.S. INDEX), AND
                  PEER GROUP OF INSURANCE AGENTS AND BROKERS


<TABLE>                                                
<CAPTION>                                              
                                         NASDAQ STOCK       PEER GROUP OF INSURANCE
                 POE & BROWN, INC.       MARKET (U.S.)        AGENTS AND BROKERS
<S>                   <C>                    <C>                      <C>
1989                  100                    100                      100
1990                   63                     85                       99
1991                  119                    136                      105
1992                  168                    159                      124
1993                  163                    181                      117
1994                  224                    177                      116
                                                       
</TABLE>


     The Company cautions that the stock price performance shown in the graph
above should not be considered indicative of potential future stock price
performance.


                                     -12-

<PAGE>   16


                      PROPOSAL 1 - ELECTION OF DIRECTORS

     The nine nominees for election as directors are J. Hyatt Brown, Samuel P.
Bell, III, Bruce G. Geer, Jim W. Henderson, Kenneth E. Hill, Theodore J.
Hoepner, Charles W. Poe, William F. Poe, Sr., and William F. Poe, Jr.
Information concerning each of the nominees is set forth under the caption
"Management - Directors and Executive Officers." All nominees are now members
of the Board of Directors. Unless otherwise indicated, votes will be cast
pursuant to the accompanying proxy FOR the election of these nominees. Should
any nominee become unable or unwilling to accept nomination or election for any
reason, it is intended that votes will be cast for a substitute nominee
designated by the Board of Directors, which has no reason to believe the
nominees named will be unable or unwilling to serve if elected.


 
        PROPOSAL 2 - AMENDMENT TO 1990 EMPLOYEE STOCK PURCHASE PLAN


GENERAL

     On October 18, 1994, the Company's Board of Directors amended the 1990
Employee Stock Purchase Plan (the "Plan") and approved its submission to the
shareholders for their approval. The Plan was initially adopted by the Board of
Directors and approved by the shareholders in 1990. The amendment to the Plan
increases the number of shares available for purchase under the Plan from
100,000 to 250,000 shares. As of March 14, 1995, the closing price for shares
of the Company's common stock on the National Association of Securities Dealer
Automated Quotation System ("NASDAQ") was $21.00 per share. It is estimated
that approximately 725 individuals are currently eligible to participate in the
Plan.

PLAN DESCRIPTION

     The following summary describes briefly the principal features of the
Plan. The purpose of the Plan is to advance the interests of the Company and
its shareholders by facilitating the acquisition and ownership of shares of
common stock of the Company by employees of the Company so that their
proprietary interests in the Company's continued success and their continuance
as employees may be encouraged. The Plan is an integral part of the Company's
incentive-based compensation program.

     The Plan is administered by the Compensation Committee of the Board of
Directors (the "Committee"). At least one of the Committee's members must be a
member of the Board of Directors. Once during each successive period of twelve
calendar months, the Company may make offerings to eligible employees to
purchase shares of the Company's common stock under the Plan. With respect to
each such offering, the Committee specifies a calendar month in which eligible
employees may elect to participate in an offering (the "Offering Period") and
the maximum number of shares that may be purchased under the offering by all
eligible employees.

     Any person who is employed by the Company on the first day of the Offering
Period and who has been so employed for at least twelve calendar months prior
thereto is eligible to participate in the Plan, except for (a) employees whose
customary employment is 20 hours or less per week, and (b) employees whose
customary employment is for not more than 5 months in any calendar year.
However, the Committee may waive the eligibility requirements in the case of
any employee of subsidiaries acquired or organized by the Company within twelve
calendar months before the first day of the Offering Period if such employee
has been so employed by such newly acquired or organized subsidiary for at
least twelve calendar months before the first day of the Offering Period.


                                     -13-

<PAGE>   17

     Directors who are not officers or employees of the Company are not
eligible to participate in the Plan. In addition, no employee may subscribe for
any shares under the Plan if such employee, immediately after such
subscription, would own shares (including all shares that may be purchased
under outstanding subscriptions under the Plan or outstanding options under any
stock option plan of the Company) possessing 5% or more of the total combined
voting power or value of all classes of stock of thc Company. No employee may
subscribe for any shares under the Plan to the extent that such subscription
would permit such employee's rights to purchase shares under all stock purchase
plans of the Company and its subsidiaries to accrue at a rate that exceeds
$25,000 of fair market value of such shares for each calendar year in which
such subscription is outstanding at any time.

     All eligible employees may purchase shares during the twelve calendar
months beginning on the first day of the calendar month immediately following
the Effective Date (the "Purchase Period"). The Effective Date is the tenth
business day of the first calendar month immediately following the Offering
Period specified by the Committee. The purchase price for shares under any
offering is 85% of the lesser of (a) the fair market value of the shares as of
the Effective Date (the "Initial Offering Price"), or (b) the fair market value
of the shares as of the last business day of the Purchase Period (the
"Alternate Offering Price"). Eligible employees may subscribe to purchase
shares during the Offering Period by authorizing payroll deductions of not less
than $2.00 per pay period and not exceeding 10% of the employee's base pay
(gross annual salary, including commissions, but excluding overtime pay, premium
pay, bonuses, profit participation distributions, and approved expenses).
Payroll deductions are made in approximately equal amounts for each employee's
pay period, which shall aggregate the purchase price of the shares subject to
subscription based on the Initial Offering Price. No interest accumulates on
any payroll deductions made by participating employees.

     On the last business day of the Purchase Period, the Alternate Offering
Price is ascertained and the account of each participating employee is
totalled. Shares subject to a subscription may be purchased only with funds
accumulated in a participating employee's account. If a participating employee
has sufficient funds in his or her account to purchase one or more whole shares
at 85% of the lower of the Initial Offering Price or Alternate Offering Price,
the employee is deemed to have exercised an option to purchase such shares up
to the number of shares subject to his subscription at such lower price. No
fractional shares are issued in connection with the Plan. Any balance remaining
in an employee's account at the end of a purchase period (including any balance
resulting from application of the Alternate Offering Price rather than the
Initial Offering Price) is refunded to the employee.

     The Company maintains a separate payroll deduction account for each
participating employee. By written notice to the Committee, an employee may at
any time during the Purchase Period and for any reason permanently withdraw any
full balance accumulated in his or her account that has not been applied toward
the purchase of shares, and thereby withdraw from participation in an offering.
A withdrawing employee may not thereafter participate in that offering but, if
otherwise eligible, such employee may participate in any future offering under
the Plan. Partial withdrawals are not permitted. Payroll deductions and
subscriptions may also be reduced, and future payroll deductions may be
cancelled, by filing a new payroll deduction authorization form. Employees may
also prepay the full subscription amount based on the Initial Offering Price at
any time after the third calendar month of the Purchase Period.

     Subject to restrictions imposed by applicable law, if the total number of
shares that all eligible employees elect to purchase under any offering exceeds
the shares available for purchase under that offering, the Committee makes a
pro rata allocation of all of the available shares among such participating
employees, based upon the ratio that the dollar amount of each employee's
subscription bears to the aggregate dollar amount of all participating
employees' subscriptions.

     In the event of a participating employee's retirement, death, or
termination of employment, no payroll deduction is taken from any compensation
owing to such employee at such time. The amount in the employee's account is
applied as of the last day of the Purchase Period as if the retirement, death,
or termination of employment had not occurred, unless the employee or, in the
event of his or her death, the person to whom such right under



                                     -14-

<PAGE>   18

the subscription passes by will or the laws of descent and distribution
requests in writing prior to the last day of the Purchase Period that such
amount be refunded. Notwithstanding the foregoing sentence, if the retirement,
death, or termination of employment occurs more than three months before the
last day of the Purchase Period, the last day of the second calendar month
following the month in which the retirement, death, or termination of
employment occurs is deemed to be the last day of the Purchase Period with
respect to such employee, except that the purchase price of the shares subject
to subscription is based upon the Initial Offering Price. Participating
employees may not transfer or encumber either their right to participate in the
Plan or their interests in the fund accumulated for their benefit.

     The Board of Directors may amend or terminate the Plan at any time,
except that the Board may not, without the approval of the holders of a
majority of the shares of the Company's common stock, (a) increase the maximum
number of shares that may be purchased under the Plan, (b) reduce the purchase
price per share, or (c) make any change or addition that is inconsistent with
the requirements of applicable tax laws. No amendment of the Plan, without the
consent of the holder of any outstanding subscription, may materially and
adversely affect such participating employee's rights with respect to such
subscription.

BENEFITS TO CERTAIN EMPLOYEES

     Because the valuation date for the Company's securities under the Plan
occurs at a future date, the actual benefit or amounts that may be received by
or allocated to Company employees under the Plan cannot currently be
determined. Set forth below is a summary of the benefits or amounts that would
have been received by or allocated to those executive officers of the Company
named in the Summary Compensation Table, all executive officers as a group, and
the group of all employees who are not executive officers under the Plan during
the most recent completed Purchase Period (August 1, 1993 - July 31, 1994).


<TABLE>
<CAPTION>
                                                 PLAN BENEFITS

Name                                   Dollar Value(1)  Number of Shares(1)
- ----                                   ---------------  -------------------
<S>                                        <C>               <C>       
J. Hyatt Brown(2) .......................  $      -                 -      
V. C. Jordan, Jr.(3) ....................  $  4,806               834  
Bruce G. Geer(4) ........................  $  6,511             1,130  
Kenneth E. Hill(4) ......................  $  6,511             1,130  
Jim W. Henderson(4) .....................  $  6,511             1,130  
William F. Poe, Sr.(2) ..................  $      -                 -
Executive group .........................  $ 24,339             4,224  
Non-executive director group ............  $  3,048               529  
Non-executive officer employee group(5)..  $880,000           152,788  
</TABLE>
                                                    

______________
(1)  Assumes that each eligible employee participated to the full extent
     permitted by the Plan (i.e., payroll deductions of 10% of base pay) in the
     Purchase Period and that the Committee authorized sufficient shares to be
     offered in the offering to permit the purchase by each employee of all
     shares to which he subscribed.
(2)  Mr. Brown and Mr. Poe are not eligible to participate in the Plan because
     each beneficially owns more than 5% of the Company's outstanding common
     stock.
(3)  During this period, Mr. Jordan's actual purchases were 744 shares, for a
     dollar value benefit of $4,288.
(4)  During this period, Mr. Geer, Mr. Hill and Mr. Henderson did not purchase
     any shares.
(5)  The figures listed here are approximations, assuming 72% of current
     payroll consists of eligible employees.



                                     -15-


<PAGE>   19

     The market price as of the Effective Date was lower than the market price
on the last business day of the Purchase Period. The benefits shown represent
the difference between the market price on the last business day of the
Purchase Period and 85% of the market price on the Effective Date, multiplied
by the maximum number of eligible shares which could be purchased for 10% of
base pay, subject to the Plan's provision that no award of shares can exceed
$25,000 in fair market value in any one year.

FEDERAL INCOME TAX CONSEQUENCES

     The following is a general summary of the principal federal income tax
consequences of participating in the Plan under present laws and regulations:

     (1) No taxable income is recognized by a participant at the time he or she
elects to participate in the Plan.

     (2) No taxable income is recognized by a participant at the time shares of
stock are transferred to such participant under the Plan.

     (3) If a participant disposes of the stock at a time when the value of the
stock is equal to or less than the price the participant paid for it, no taxable
income results from the disposition.

     (4) If a participant holds the stock for at least two years after the
Effective Date of the annual offering under which the stock was purchased and
at least one year from the date the stock was transferred to the participant,
and then later disposes of the stock at a time when the value of the stock on
the date of disposition exceeds the price paid for it, the participant must
recognize ordinary income, for the year in which the disposition occurs, in an
amount equal to the lesser of (a) 15% of the value of the stock on the
Effective Date, or (b) the difference between the value of the stock on the
date of disposition and the price paid for it. If the disposition is by way of
a sale of the stock and (a) applies, then the excess of the amount received
from the sale of the stock over its value on the Effective Date would normally
be taxed to the participant as a long-term capital gain.

     (5) If a participant disposes of the stock within two years after the
Effective Date of the annual offering under which the stock was purchased or
within one year from the date the stock was transferred to the participant, the
difference between the value of the stock on the last day of the Purchase
Period and the price paid for the stock will be treated as ordinary income for
the year of disposition and the Company may be entitled to a business expense
deduction.

     As used above, the term "disposition" includes not only a disposition by
way of the sale of stock, but also a disposition upon the death of a
participant, a disposition by gift, or a disposition by an exchange of stock
(with certain limited exceptions).

     The above description of the current federal income tax consequences of
disposing of stock acquired under the Plan is intended to be merely a general
summary, given in order to aid employees in understanding such consequences. It
is possible that tax reform proposals to be considered by Congress could result
in changes to the tax treatment described above. It is advisable for each
participant to obtain competent professional advice regarding the precise tax
consequences to a participant before disposing of stock acquired under the Plan.

BOARD RECOMMENDATION

     The Plan currently provides that the total number of shares available for
issuance is 100,000. The Board of Directors has adopted an amendment to
increase the number of available shares to 250,000. In all other respects, the
Plan will remain unchanged. The proposed amendment will be approved if the
votes cast by holders of shares represented at the Meeting and entitled to vote
favoring approval of the amendment exceed the votes cast opposing approval of
the amendment. The Board of Directors unanimously approved the amendment to the
P
lan and recommends a vote FOR the proposal to approve the amendment.




                                      -16-


<PAGE>   20



       INFORMATION CONCERNING INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     Representatives of Ernst & Young LLP, the Company's independent auditors,
are expected to be present at the Meeting with the opportunity to make a
statement if they desire to do so and to respond to appropriate questions posed
by shareholders. Matters pertaining to the auditing of the Company's financial
condition are referred to the Company's Board of Directors and its Audit
Committee.

     It is expected that the Company's independent certified public accountants
for 1995 will be appointed by the Board of Directors during 1995.

                          PROPOSALS OF SHAREHOLDERS

     Proposals of shareholders intended for presentation at the 1996 annual
meeting must be received by the Company on or before November 29, 1995, in
order to be included in the Company's proxy statement and form of proxy for
that meeting.

                                OTHER MATTERS

     THE COMPANY WILL PROVIDE TO ANY SHAREHOLDER, UPON THE WRITTEN REQUEST OF
SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING
THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FOR ITS FISCAL YEAR ENDED
DECEMBER 31, 1994, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934. ANY SUCH
REQUEST SHOULD BE DIRECTED TO POE & BROWN, INC., 702 NORTH FRANKLIN STREET,
TAMPA, FLORIDA 33602, ATTENTION: SECRETARY. NO CHARGE WILL BE MADE FOR COPIES
OF SUCH ANNUAL REPORT; HOWEVER, A REASONABLE CHARGE WILL BE MADE FOR COPIES OF
THE EXHIBITS.


                                           By Order of the Board of Directors

                                           Laurel J. Lenfestey
                                           -----------------------
                                           Laurel J. Lenfestey
                                           Secretary

Tampa, Florida
March 22, 1995



                                      -17-


<PAGE>   21











                                  APPENDIX A



                                     -18-


<PAGE>   22

                              POE & BROWN, INC.
                                      
                      1990 EMPLOYEE STOCK PURCHASE PLAN

     This Employee Stock Purchase Plan (hereafter referred to as the "Plan")
was adopted this 24th day of January, 1990, by POE & BROWN, INC. (formerly POE
& ASSOCIATES, INC.), a Florida corporation, upon the following terms and
conditions:

     1.   Definitions. Except as otherwise expressly provided in this Plan, the
following capitalized terms shall have the respective meanings hereafter
ascribed to them:

          (a) "Alternate Offering Price " means 85% of the Fair Market Value
     of the Shares as of the last business day of the Purchase Period;

          (b) "Base Pay" means an Employee's basic gross annual salary
     (including commissions, but excluding overtime pay, premium pay, bonuses,
     profit participation distributions, or approved expenses) as of a date
     specified by the Committee, projected on an annual basis;

          (c) "Board" shall mean the Board of Directors of Poe;

          (d) "Corporation" means POE & BROWN, INC. (formerly POE & ASSOCIATES,
     INC.) and each and all of any present and future subsidiaries;

          (e) "Code" shall mean the Internal Revenue Code of 1986, as amended;

          (f) "Committee" means the Employee Stock Purchase Plan Committee
     described in Article 4 hereof, as such Committee shall exist from time to
     time;

          (g) "Effective Date" means the 10th business day of the first
     calendar month immediately following the Offering Period;

          (h) "Employee" shall be an employee of the Corporation;

          (i) "Fair Market Value" during such time as the Shares are not traded
     in any securities market shall be determined by a good faith effort of the
     Board, using its best efforts and judgment. During such time as the Shares
     are traded in a securities market but not listed upon an established stock
     exchange, the Fair Market Value per share shall be the mean between dealer
     "bid" and "ask" prices in the securities market in which it is traded, as
     reported by the National Association of Securities Dealers, Inc. If the
     Shares are listed upon an established stock exchange or on the National
     Market System of the National Association of Securities Dealers Automated
     Quotations System ("NASDAQ/NMS"), such Fair Market Value shall be deemed
     to be the closing price on such stock exchange or on NASDAQ/NMS, or if no
     sale of any Shares shall have been made on a valuation date, on the next
     preceding day on which there was such a sale. Subject to the foregoing,
     the Board shall have full authority and discretion in fixing Fair Market
     Value and shall be fully protected in doing so;

          (j) "Initial Offering Price" means 85% of the Fair Market Value of the
     Shares on the Effective Date;

          (k) "Offering Period" means the calendar month specified by the
     Committee pursuant to Article 5 hereof;



<PAGE>   23

          (l) "Payroll Deduction Authorization Form" means the form specified
     from time to time by the Committee whereby eligible Employees elect to
     participate in an offering under the Plan and to subscribe for a maximum
     number of shares of Common Stock;

          (m) "Poe" shall mean POE & BROWN, INC. (formerly POE & ASSOCIATES,
     INC.);

          (n) "Purchase Period" means the period of 12 successive calendar
     months beginning on the first day of the calendar month immediately
     following the Effective Date;

          (o) "Shares" shall mean Poe & Brown, Inc.'s common stock, par value
     $.10 per share, or other securities resulting from an adjustment under
     Article 21 of this Plan;

          (p) "Subsidiary" shall mean any corporation that meets the definition
     of "Subsidiary Corporation" contained in Section 425(f) of the Code.

     2. Purpose. The purpose of this Plan is to advance the interests of the
Corporation and its stockholders, by facilitating the acquisition and
ownership of Shares of Poe, upon the terms herein set forth, by Employees of
the Corporation in order that their proprietary interest in the Corporation's
continued success and their continuance as Employees of the Corporation may be
encouraged.

     3. Shares Offered. The total number of Shares available under the Plan
shall be 100,000 Shares, which Shares may be either authorized but unissued or
reacquired Shares. If any subscription or portion thereof shall expire, lapse,
or terminate for any reason without the rights under such subscription have
been exercised in full, the unpurchased Shares covered thereby shall be added
to the Shares otherwise available for offerings under the Plan.

     4. Administration. The Plan shall be administered by an Employee Stock
Purchase Plan Committee, which shall consist of three persons appointed from
time to time by the Board, at least one of whom shall be a member of the Board.
No member of the Board or the Committee shall be liable for any action,
omission to act, or determination made in good faith. Subject to the express
provisions of the Plan, the Committee shall have authority to make rules and
regulations for the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent it shall deem expedient to carry it into effect, and
to shall be the sole and final judgment of such expediency. Any determination
of the Committee concerning the matters referred to in this Article or the
construction or interpretation by the Committee of any provision of the Plan
shall be conclusive unless otherwise determined by the Board.

     The Board may from time to time remove members from, or add members to,
the Committee. Vacancies on the Committee, however caused, shall be filled by
the Board. The Committee shall select one of its members as chairman, and shall
hold meetings at such times and places as it may determine. A majority of the
Committee, acting at any meeting in which a quorum is present, or acts reduced
to or approved in writing by a majority of the entire Committee, shall be the
valid acts of the Committee.

     5. Offerings. Once during each successive period of twelve calendar
months, commencing on the first day of the Offering Period specified by the
Committee for the first such offering, the Corporation may make offerings to
eligible Employees to purchase Shares under the Plan. With respect to each such
offering, the Committee shall specify the Offering Period and the maximum
number of Shares that may be purchased under the offering by all eligible
Employees.



                                      -2 -


<PAGE>   24

     6. Eligibility. Any person who is employed by the Corporation on the first
day of the Offering Period, and who has been so employed for at least twelve
calendar months prior thereto, except (a) Employees whose customary employment
is 20 hours or less per week and (b) Employees whose customary employment is
for not more than five months in any calendar year, shall be eligible to
participate in the Plan. Notwithstanding the twelve calendar month employment
requirement specified above, the Committee, in its sole discretion, may waive
this requirement in the case of any Employee of subsidiaries acquired or
organized by the Corporation within twelve calendar months before the first day
of the Offering Period if such Employee has been so employed by such newly
acquired or organized subsidiary for at least twelve calendar months before the
first day of the Offering Period. The word "Employees" shall includes officers
but not persons who are solely directors.

     Notwithstanding anything herein to the contrary, no Employee shall be
permitted to subscribe for any Shares under the Plan if such Employee
immediately after such subscription, owns Shares (including all Shares that may
be purchased under outstanding subscriptions under the Plan or outstanding
options under any stock option plan of the Corporation) possessing 5% or more
of the total combined voting power or value of all classes of stock of the
Corporation or of any parent. For purposes of determining ownership percentage,
the attribution rules of Section 425(d) of the Code shall apply. No Employee
shall be allowed to subscribe for any Shares under the Plan to the extent that
such subscription would permit his rights to purchase Shares under all stock
purchase plans of the Corporation and its subsidiary corporations to accrue
(within the meaning of Section 423(b)(8) of the Code) at a rate that exceeds
$25,000 (or such amounts as may be specified from time to time in Section
423(b)(5)[?] of the Code) of fair market value of such Shares (determined on
the Effective Date) for each calendar year in which such subscription is
outstanding at any time.

     7. Participation. An eligible Employee may subscribe to purchase one or
more whole Shares by completing and mailing or delivering a Payroll Deduction
Authorization Form to the Committee during the Offering Period, and
authorizing in such form payroll deductions of even dollar amounts not less
than $2.00 per pay period, and not exceeding 10% of his Base Pay. The execution
and delivery of such form by an eligible Employee shall be deemed to be a
subscription to purchase a number of whole Shares (subject to Articles 12 and
23) determined by dividing the aggregate annual payroll deductions authorized
in such form by the Initial Offering Price. Rights under the subscription shall
be exercisable in the manner and to the extent hereinafter provided and to the
extent not so exercised shall lapse as of the last day of the Purchase Period.

     8. Effective Date and Purchase Period. All valid subscriptions completed
and received by the Committee during the Offering Period (and, in the
discretion of the Committee, completed during the Offering Period and received
by the Committee prior to the Effective Date) will be deemed accepted on the
Effective Date, subject to any allocation of Shares pursuant to Section 23. On
the Effective Date, each Employee who has completed and delivered a valid
subscription shall be deemed to have received an option to purchase a maximum
number of Shares equal to the number of whole Shares for which such Employee
subscribed, subject to allotment as provided in Article 23. Notwithstanding the
possibility that the Alternate Offering Price may be lower than the Initial
Offering Price, in no event may an Employee purchase a greater number of Shares
than the number determined pursuant to Article 7. Subscriptions for Shares
shall be payable in equal installments during the Purchase Period.

     9. Method of Payment. Payment shall be made by payroll deductions of
approximately equal amounts for each Employee's pay period, which shall
aggregate the purchase price of the Shares subject to subscription, based on
the Initial Offering Price. However, if it is not practicable to make such
calculation at the commencement of the Purchase Period, the Committee may
select another basis for determining the rate of deductions during the Purchase
Period.

     10. Deductions, Changes and Cancellation. An Employee may at any time
decrease his payroll deduction and his subscription by filing a new Payroll
Deduction Authorization Form. An Employee may also cancel future payroll
deductions (without affecting the balance in his account at the time of such
cancellation) by written notice to the Committee. Any such change or
cancellation will become effective as soon as practicable after receipt of


                                     -3-


<PAGE>   25

the form or appropriate notice. A payroll deduction may be reduced only once
during any Purchase Period and an Employee who cancels future payroll
deductions may not again authorize payroll deductions during the Purchase 
Period in which such cancellation becomes effective. An Employee may not 
increase his payroll deduction at any time during the Purchase Period.

     11. Accumulated Deductions and Interest. The Corporation will accumulate
and hold for each participating Employee's account the amounts paid by him. No
interest will be paid or allowed on any money paid by the participating
Employees under any circumstances.

     12. Withdrawal of Funds. The Corporation will maintain a separate payroll
deduction account for each participating Employee. An Employee may at any time
during the Purchase Period and for any reason permanently withdraw any full
balance accumulated in his account that has not been applied toward the
purchase of the Shares subject to his subscription, and thereby withdraw from
participation in an offering. Any such withdrawal shall be effected by written
notice to the Committee. A withdrawing Employee may not thereafter participate
in that offering, but shall, if he is otherwise eligible, be permitted to
participate in any future offering under the Plan.  Partial withdrawals will 
not be permitted.

     13. Purchase Price and Purchase of Shares. Subject to Articles 14 and 18,
the purchase price for Shares under any offering will be the lesser of (a) the
Initial Offering Price, or (b) the Alternate Offering Price. In no event,
however, shall the purchase price be less than the par value per share on the
last day of the Purchase Period.

     On the last business day of the Purchase Period, the Alternate Offering
Price shall be ascertained and the account of each participating Employee shall
be totaled. Shares subject to a subscription may be purchased only with funds
accumulated, pursuant to the provisions of this Plan, in a participating
Employee's account. If a participating Employee shall have sufficient funds in
his account to purchase one or more whole Shares at the lower of the Initial
Offering Price or the Alternate Offering Price, the Employee shall be deemed to
have exercised his option to purchase such Share or Shares (up to the number of
Shares subject to his subscription) at such lower price. His account shall be
charged for the amount of the purchase price, a certificate, representing the
aggregate number of full Shares purchased, shall be issued to him as of such
date, and delivered to him as promptly as practicable thereafter.

     No fractional Shares will be issued in connection with the Plan. Any
balance remaining in an Employee's account at the end of a Purchase Period
(including any balance resulting from use of the Alternate Offering Price
rather than the Initial Offering Price as the purchase price) will be refunded
to him, and that part of his subscription, if any, for which Shares are not
issued shall be deemed cancelled and of no further effect. Unless the Committee
otherwise determines, any original issue stamp taxes will be paid by deductions
from an Employee's account or in cash by the Employee.

     14. Prepayment of Subscription. Each participating Employee shall have the
right, at any time after the third calendar month in the Purchase Period, to
prepay the purchase price; provided that such prepayment shall be based upon
the Initial Offering Price and no refunds shall be made. Partial prepayments
will not be permitted.

     15. Interruption of Employment and Leaves of Absence. In the event an
Employee's employment is temporarily interrupted because of military or sick
leave or other bona fide leave of absence approved by the Committee, the
Employee may elect to continue to participate in the Plan by failing to
withdraw as provided in Article 12. No payroll deductions or other
contributions need be made during the period of such interruption but the
Employee may, prior to the last business day of the Purchase Period, pay to the
Corporation directly for credit to his account, and not by way of payroll
deduction, the aggregate amount that would have been deducted pursuant to such
Employee's Payroll Deduction Authorization Form had his employment not been
interrupted. Such payment may be made in a lump sum or in installments
terminating before the last business day of the Purchase Period, as



                                     -4-

<PAGE>   26

the Committee shall determine. Failure to make or arrange for such payment in
full before the last business day of the Purchase Period shall not cause the
subscription to be cancelled with respect to the amount accumulated in the
Employee's account. Notwithstanding the foregoing, the provisions of this
Article shall apply on if an interruption of employment does not exceed 90 days
or, if it does exceed 90 days, if the Employee's right to reemployment after
such interruption is guaranteed by either statute or contract. Otherwise, any
interruption of employment shall be deemed a termination and shall be governed
by Article 18 hereof.

     16. Registration of Certificates. Certificates representing Shares
purchased under this Plan may be registered in the name of the Employee, or, if
he so indicates on his Payroll Deduction Authorization Form, in his name and
another jointly with the right of survivorship.

     17. Rights as a Stockholder. None of the rights or privileges of a
stockholder of the Corporation shall exist with respect to Shares subject to
this Plan until the date as of which certificates representing such Shares are
issued.

     18. Rights on Retirement, Death or Termination of Employment. In the event
of a participating Employee's retirement, death or termination of employment,
no payroll deduction shall be taken from any compensation due and owing to him
at such time. The amount in the Employee's account shall be applied as of the
last day of the Purchase Period (in the manner set forth in Article 13), as if
the retirement, death or termination of employment had not occurred, unless the
Employee or, in the event of his death, the person or persons to whom his right
under the subscription passes by will or the laws of descent and distribution
(including his estate during the period of administration) requests in writing
prior to the last day of the Purchase Period that such amount be refunded.
Notwithstanding the foregoing, if the retirement, death or termination of
employment occurs more than three months before the last day of the Purchase
Period the last day of the second calendar month following the month in which
the retirement, death or termination of employment occurs shall be deemed to be
the last day of the Purchase Period for all purposes of the Plan with respect
to such Employee, except that the purchase price of the Shares subject to
subscription shall be based upon the Initial Offering Price.

     An Employee of a Corporation that ceases to be a subsidiary shall be
deemed to have terminated his employment for purposes of this Article as of the
date such Corporation ceases to be a subsidiary unless as of such date, the
Employee shall become an Employee of the Corporation or any subsidiary then
included in the Plan.

     19. Rights Not Transferable. Except as provided in Article 18, no
participating Employee shall have any right to sell, assign, transfer, pledge
or otherwise dispose of or encumber either his right to participate in the Plan
or his interest in the fund accumulated for his benefit, and such right and
interest shall not be liable for or subject to the debts, contracts or
liabilities of such Employee. If any such action is taken by the Employee, or
if any claim is asserted by another party with respect to such right and
interest, such action or claim will be treated as notice of withdrawal, and
except as may otherwise be required by law, refund will be made to such
Employee as provided in Article 11.

     20. Application of Funds. The proceeds received by the Corporation from
the sale of Shares pursuant to this Plan will be used for general corporate
purposes. The Corporation shall not be required to segregate accumulated
payroll deductions under the Plan.

     21. Adjustment Upon Change of Shares. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering or other event affecting
Shares of the Corporation occurs, then the number and class of Shares
authorized under this Plan, the number and class of Shares then subject to
outstanding subscriptions, and the Initial Offering Price or the Alternate
Offering Price shall be equitably adjusted by the Board to reflect such
changes.



                                     -5-

<PAGE>   27

     22. Amendment and Termination of the Plan. To the extent permitted by
law, the Board may alter, amend or terminate this Plan from time to time,
provided, however, that except as provided in Article 21 hereof, and except
with respect to changes or additions that are intended to cause the Plan to
comply with Section 423 of the Code, the Board may not, without approval by the
holders of a majority of the Shares of Common Stock of the Corporation (a)
increase the maximum number of Shares that may be purchased under the Plan, or
(b) reduce the purchase price per Share, or (c) make any change or addition
that is inconsistent with the requirements of Section 423 of the Code and the
regulations promulgated thereunder. No amendment of the Plan may, without the
consent of the holder of any outstanding subscription, materially and adversely
affect his rights as respects such subscription.

     This Plan shall terminate (a) on the day that all the Shares authorized
for sale under the Plan have been purchased, or (b) when terminated by the
Board at its sole discretion. Upon termination of the Plan and the exercise or
lapse of all subscription rights hereunder, all amounts remaining in the
accounts of participating Employees shall be promptly refunded.

     23. Allocation of Shares. If the total number of Shares that Employees
elect to purchase under any offering exceeds the Shares available for purchase
under that offering, the Committee shall make a pro-rata allocation of all the
available Shares among such participating Employees, based upon the ratio that
the dollar amount of each Employee's subscription bears to the aggregate dollar
amount of all participating Employees' subscriptions. Notwithstanding the
foregoing, if the Committee shall at any time determine that the foregoing
method of allocation is inconsistent with the requirements of Section 423 of
the Code, then subscriptions for any additional Shares in excess of the Shares
so allocated shall be deemed to have lapsed.

     24. Governmental and Other Regulations. The obligation of the Corporation
to issue or transfer and deliver Shares under this Plan shall be subject to (a)
approval of this Plan by the Corporation's stockholders, (b) compliance with
all applicable laws, governmental rules and regulations and administrative
action, and (c) the effectiveness of a Registration Statement under the
Securities Act of 1933, as amended, with respect to such issue or transfer, if
deemed necessary or appropriate by counsel for the Corporation.

     25. Approval of Stockholders. This Plan shall terminate if is not approved
by the affirmative vote of the holders of a majority of the outstanding shares
of the Corporation, which approval must occur within the period beginning
twelve months before and ending twelve months after the Plan is adopted by the
Board.

     26. Notices. All notices or other communications by a participating
Employee to the Corporation under or in connection with the Plan shall be
deemed to have been given only when received by the Committee or when received
in the form specified by the Corporation at the location, or by the person,
designated by the Corporation for the receipt thereof.

     27. Indemnification of the Board. In addition to such other rights of
indemnification as they may have as directors, officer or Employees the members
of the Board and the members of the Committee shall be indemnified by the
Corporation against the reasonable expenses, including attorneys' fees actually
and necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Corporation) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such director is liable for negligence or misconduct in
the performance of his duties; provided that within 60 days after the
institution of any such action, suit or proceeding a director shall in writing
offer the Corporation the opportunity, at its own expense, to handle and defend
the same.


                                     -6-

<PAGE>   28

     28. Tenure. A participant's right, if any, to continue to serve the
Corporation as an officer, Employee or otherwise, will not be enlarged or
otherwise affected by his designation as participant under this Plan, and such
designation will not in any way restrict the right of the Corporation to
terminate at any time the employment or affiliation of any participant for
cause or otherwise.

     29. Expenses of Plan. The expenses of the Plan will be borne by the
Corporation.

     30. Number and Gender. Unless otherwise clearly indicated in this Plan,
words in the singular or plural shall include the plural and singular,
respectively, where they would so apply, and words in the masculine or neuter
gender shall include the feminine, masculine or neuter gender where applicable.

     31. Application Law. The validity, interpretation, and enforcement of this
Plan are governed in all respects of the laws of Florida.

           (ADOPTED BY THE BOARD OF DIRECTORS ON JANUARY 24, 1990)




                                     -7-


<PAGE>   29
                                                                      APPENDIX B
                               POE & BROWN, INC.
220 SOUTH RIDGEWOOD AVENUE                             702 NORTH FRANKLIN STREET
DAYTONA BEACH, FLORIDA 31114                           TAMPA, FLORIDA 33602
 
                                     PROXY
 
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 
    The undersigned hereby appoints Laurel J. Lenfestey and Timothy L. Young, or
either of them, as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes them or their substitutes to represent and to
vote, as designated below, all the shares of common stock of Poe & Brown, Inc.
held of record by the undersigned on February 17, 1995, at the Annual Meeting of
Shareholders to be held on April 19, 1995 or any adjournments thereof.
 

<TABLE>
<S>                                    <C>                                    <C>
1.  ELECTION OF DIRECTORS              FOR all nominees listed below          WITHHOLD AUTHORITY
                                       (except as marked to the contrary      to vote for all nominees listed
                                       below) / /                             below / /
</TABLE>

 
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
 
   J. Hyatt Brown; Samuel P. Bell, III; Bruce G. Geer; Jim W. Henderson; Kenneth
   B. Hill; Theodore J. Hoepner; Charles W. Poe; William F. Poe, Sr.; William 
   F. Poe, Jr.
 
2.  PROPOSAL TO ALLOCATE ADDITIONAL SHARES OF STOCK TO THE COMPANY'S 1990
    EMPLOYEE STOCK PURCHASE PLAN
 
                / / FOR            / / AGAINST            / / ABSTAIN
 
3.  In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
 
    THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.
 
                                                    Please sign exactly as name
                                                appears at left. When shares are
                                                held by joint tenants, both
                                                should sign. When signing as
                                                attorney, as executor,
                                                administrator, trustee or
                                                guardian, please give full title
                                                as such. If a corporation,
                                                please sign in full corporate
                                                name by President or other
                                                authorized officer. If a
                                                partnership, please sign in
                                                partnership name by authorized
                                                person.

                                                DATED                       1995
                                                      ---------------------

                                                --------------------------------
                                                Signature
 
                                                --------------------------------
                                                Signature if held jointly
 
 PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
                                   ENVELOPE.