EXHIBITS
Exhibit 4 - Poe & Brown, Inc. Stock Performance Plan
Exhibit 5 - Opinion of the Company's Assistant General Counsel
as to the legality of the securities being registered
hereunder
Exhibit 23a - Consent of Arthur Andersen LLP, independent certified public
accountants
Exhibit 23b - Consent of Ernst & Young LLP, independent certified public
accountants
Exhibit 24a - Powers of attorney for individual directors
Exhibit 24b - Resolutions adopted by the Board of Directors and
certified by the Secretary of the Company
EXHIBIT 4
POE & BROWN, INC.
STOCK PERFORMANCE PLAN
Poe & Brown, Inc., a corporation organized under the laws of
the State of Florida, establishes this Stock Performance Plan for
the purposes of attracting and retaining Key Employees, providing
an incentive for Key Employees to achieve long-range performance
goals, and enabling Key Employees to share in the successful
performance of the stock of Poe & Brown, Inc., as measured
against pre-established performance goals.
ARTICLE I - DEFINITIONS
1.01 Award Effective Date means, with respect to each share
of Performance Stock, the date on which the award of the share of
Performance Stock to a Key Employee is effective. An award of
Performance Stock shall be effective (i) as of the date set by
the Committee when the award is made or, (ii) if the award is
made subject to one, or more than one, condition under Section
6.02 of this Plan, as of the date the Committee in its sole and
absolute discretion determines that such condition or conditions
have been satisfied.
1.02 Board means the Board of Directors of Poe & Brown, Inc.
1.03 Change in Control means (i) the acquisition of the
power to direct, or cause the direction of, the management and
policies of the Company by a person not previously possessing
such power, acting alone or in conjunction with others, whether
through ownership of Stock, by contract or otherwise, or (ii) the
acquisition, directly or indirectly, of the power to vote twenty
percent or more of the outstanding Stock by a person or persons.
For purposes of this Section 1.03, the term "person" means a natural
person, corporation,
partnership, joint venture, trust,
government or instrumentality of a government. Also for purposes
of this Section 1.03, customary agreements with or among
underwriters and selling group members with respect to a bona
fide public offering of Stock shall be disregarded.
1.04 Code means the Internal Revenue Code of 1986, as
amended.
1.05 Committee means the Compensation Committee of the Board
or, if the Compensation Committee at any time has less than three
members or has a member who fails to come within the definition
of a "disinterested person" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended, a
committee that shall have at least three members, each of whom
shall be appointed by and shall serve at the pleasure of the
Board and shall come within the definition of a "disinterested
person" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended.
1.06 Company means Poe & Brown, Inc., a corporation
organized under the laws of the State of Florida.
1.07 Disability means a physical or mental condition of a
Key Employee resulting from bodily injury, disease or mental
disorder that renders him or her incapable of engaging in any
occupation or employment for wage or profit. Disability does not
include any physical or mental condition resulting from the Key
Employee's engagement in a felonious act, self-infliction of an
injury, or performance of military service. Disability of a Key
Employee shall be determined by a licensed physician selected by
the Committee in its sole and absolute discretion.
1.08 Key Employee means a full time, salaried employee of
the Company who, in the judgment of the Committee acting in its
sole and absolute discretion, is a key to the successful
operation of the Company.
1.09 Performance Stock means Stock awarded to a Key Employee
under this Plan.
1.10 Performance Stock Agreement means the written agreement
between the Company and a Key Employee to whom an award of
Performance Stock is made under this Plan.
1.11 Plan means this Poe & Brown, Inc. Performance Stock
Plan.
1.12 Stock means the common stock, $0.10 par value, of the
Company.
1.13 Year of Vesting Service means, with respect to each
share of Performance Stock, a twelve consecutive month period
measured from the grant date of the Performance Stock and each
successive twelve consecutive month period measured from each
anniversary of such grant date for that share of Performance
Stock.
ARTICLE II - ELIGIBILITY
Only Key Employees shall be eligible to receive awards of
Performance Stock under this Plan. The Committee, in its sole
and absolute discretion, shall determine the Key Employees to
whom Performance Stock shall be awarded. A member of the
Committee is not eligible to receive grants of Performance Stock
during the period he or she serves on the Committee or during the
one-year period prior to the date he or she begins serving on the
Committee.
ARTICLE III - STOCK AVAILABLE FOR AWARDS
The Company shall reserve 400,000 shares of Stock for use
under this Plan. All such shares of Stock shall be reserved to
the extent that the Company deems appropriate from authorized but
unissued shares of Stock and from shares of Stock that have been
reacquired by the Company. Furthermore, any
shares of Performance Stock that are forfeited under Section 6.03 of this
Plan shall again become available for use under this Plan.
ARTICLE IV - EFFECTIVE DATE
This Plan shall be effective on the date it is adopted by
the Board, subject to the approval of the shareholders of the
Company within twelve months after the date of adoption of this
Plan by the Board. Any Performance Stock awarded under this Plan
before the date of such shareholder approval shall be awarded
expressly subject to such approval.
ARTICLE V - ADMINISTRATION
This Plan shall be administered by the Committee. The
Committee, acting in its sole and absolute discretion, shall
exercise such powers and take such action as expressly called for
under this Plan. Furthermore, the Committee shall have the power
to interpret this Plan and to take such other action in the
administration and operation of this Plan as the Committee deems
equitable under the circumstances, which action shall be binding
on the Company with respect to each affected Key Employee and
each other person directly or indirectly affected by such action.
Nothing in this Article V shall affect or impair the Board's
power to take the actions reserved to it in this Plan.
ARTICLE VI - PERFORMANCE STOCK AWARDS
6.01 Committee Action. The Committee shall have the right
to award shares of Performance Stock to Key Employees under this
Plan. Each award of Performance Stock shall be evidenced by a
Performance Stock Agreement, and each Performance Stock Agreement
shall set forth the conditions, if any, under which
the award will be effective and the conditions under which the Key
Employee's interest in the Performance Stock shall become fully
vested and nonforfeitable.
6.02 Conditions for Awards. The Committee may, in its sole
and absolute discretion, make the award of Performance Stock to
Key Employees effective only upon the satisfaction of one, or
more than one, objective employment, performance or other
condition which the Committee deems appropriate under the
circumstances for Key Employees in general or for a Key Employee
in particular. The related Performance Stock Agreement shall set
forth each such condition and the deadline for satisfying each
such condition. If a Performance Stock award shall be effective
only upon the satisfaction of one, or more than one, condition,
the shares of Stock underlying such award shall be unavailable
under Article III of this Plan as of the date on which such award
is made. If an award of Performance Stock fails to become
effective under Section 6.01 of this Plan, the underlying shares
of Stock subject to such award shall be treated under Article III
of this Plan as forfeited and shall again become available under
Article III of this Plan as of the date of such failure to become
effective.
6.03 Conditions for Nonforfeitability of Performance Stock.
Subject to the provisions of Article IX of this Plan, a Key
Employee's interest in the shares of Performance Stock awarded to
him or her shall become fully vested and nonforfeitable upon the
satisfaction of any conditions for the grant specified by the
Committee pursuant to Section 6.02 and upon the Key Employee's
completion of fifteen Years of Vesting Service for the Company.
Subject to the provisions of Article IX of this Plan, if the Key
Employee's employment with the Company terminates before his or
her completion of fifteen Years of Vesting Service for the
Company, the Key Employee's interest in the awarded shares of
Performance Stock shall be forfeited unless:
(a) the Key Employee has attained age sixty-four;
(b) the Key Employee's employment with the Company
terminates as a result of his or her death or Disability; or
(c) the Committee, in its sole and absolute
discretion, waives the conditions described in this Section
6.03.
If an award of Performance Stock is made to a Key Employee after
the Key Employee attains age sixty-four, but before his or her
employment with the Company terminates, the Key Employee's
interest in the awarded shares of Performance Stock shall become
fully vested and nonforfeitable on the Award Effective Date.
6.04 Dividends and Voting Rights. If a cash dividend is
declared on a share of Performance Stock after the Award
Effective Date, but before the Key Employee's interest in the
Performance Stock is forfeited or becomes fully vested and
nonforfeitable, the Company shall pay the cash dividend directly
to the Key Employee. If a Stock dividend is declared on a share
of Performance Stock after the Award Effective Date, but before
the Key Employee's interest in the Performance Stock is forfeited
or becomes fully vested and nonforfeitable, the Stock dividend
shall be treated as part of the award of the related Performance
Stock, and the Key Employee's interest in such Stock dividend
shall be forfeited or become nonforfeitable at the same time as
the Performance Stock with respect to which the Stock dividend
was paid is forfeited or becomes nonforfeitable. The disposition
of each other form of dividend which is declared on a share of
Performance Stock shall be made in accordance with such rules as
the Committee shall adopt with respect to each such dividend.
A Key Employee shall be allowed to exercise voting rights
with respect to a share of Performance Stock after the Award
Effective Date, but before the Key
Employee's interest in the Performance Stock is forfeited or becomes
fully vested and nonforfeitable.
6.05 Satisfaction of Nonforfeitability Conditions; Provision
for Income and Excise Taxes. A share of Stock shall cease to be
Performance Stock at such time as a Key Employee's interest in
such share of Stock becomes fully vested and nonforfeitable under
Section 6.03 or Article IX of this Plan, and the certificate
representing such share of Stock shall be transferred to the Key
Employee as soon as practicable thereafter.
ARTICLE VII - SECURITIES REGISTRATION
Each Performance Stock Agreement shall provide that, upon
the receipt of shares of Stock as a result of the satisfaction of
the conditions described in Section 6.03 of this Plan for
nonforfeitability of Performance Stock, the Key Employee shall,
if so requested by the Company, hold such shares of Stock for
investment and not with a view of resale or distribution to the
public and, if so requested by the Company, shall deliver to the
Company a written statement signed by the Key Employee
satisfactory to the Company to that effect. With respect to
Stock issued pursuant to this Plan, the Company at its expense
shall take such action as it deems necessary or appropriate to
register the original issuance of such Stock to a Key Employee
under the Securities Act of 1933 or under any other applicable
securities laws or to qualify such Stock for an exemption under
any such laws prior to the issuance of such Stock to a Key
Employee. Notwithstanding the foregoing, the Company shall have
no obligation whatsoever to take any such action in connection
with the transfer, resale or other disposition of such Stock by a
Key Employee.
ARTICLE VIII - ADJUSTMENT
The Board, in its sole and absolute discretion, may, but
shall not be required to, adjust the number of shares of Stock
reserved under Article III of this Plan and shares of Performance
Stock theretofore granted in an equitable manner to reflect any
change in the capitalization of the Company, including, but not
limited to, such changes as Stock dividends or Stock splits. If
any adjustment under this Article VIII would create a fractional
share of Stock, such fractional share shall be disregarded and
the number of shares of Stock reserved or granted under this Plan
shall be the next lower number of shares of Stock, rounding all
fractions downward. An adjustment made under this Article VIII
by the Board shall be conclusive and binding on all affected
persons and, further, shall not constitute an increase in the
number of shares reserved under Article III within the meaning of
Article X(a) of this Plan.
ARTICLE IX - SALE OR MERGER OF COMPANY; CHANGE IN CONTROL
9.01 Sale or Merger. If the Company agrees to sell all or
substantially all of its assets for cash or property or for a
combination of cash and property or agrees to any merger,
consolidation, reorganization, division or other corporate
transaction in which Stock is converted into another security or
into the right to receive securities or property and such
agreement does not provide for the assumption or substitution of
Performance Stock granted under this Plan, all shares of
Performance Stock shall become fully vested and nonforfeitable.
9.02 Change in Control. In the event of a Change in
Control, the Board thereafter shall have the right to take such
action with respect to any shares of Performance Stock that are
forfeitable, or all such shares of Performance Stock, as the
Board in its sole and absolute discretion deems appropriate under
the circumstances to protect the interests of the Company in
maintaining the integrity of the awards under this Plan.
Furthermore, the Board shall have the right to take different
action under this Section 9.02 with respect to different Key
Employees or different groups of Key Employees, as the Board in
its sole and absolute discretion deems appropriate under the
circumstances.
Notwithstanding the foregoing provisions of this Article IX,
all shares of Performance Stock shall become fully vested and
nonforfeitable in the event of (i) any tender or exchange offer
for Stock accepted by a majority of the shareholders of the
Company; or (ii) the death of J. Hyatt Brown and the subsequent
sale by his estate, his wife, his parents, his lineal
descendants, any trust created for his benefit during his
lifetime, or any combination of the foregoing, of the Stock owned
by J. Hyatt Brown prior to his death.
ARTICLE X - AMENDMENT OR TERMINATION
This Plan may be amended by the Board from time to time to
the extent that the Board in its sole and absolute discretion
deems necessary or appropriate. Notwithstanding the foregoing,
no amendment of this Plan shall be made absent the approval of
the shareholders of the Company if the effect of the amendment
is:
(a) to increase the number of shares of Stock reserved
under Article III of this Plan;
(b) to change the class of employees of the Company
eligible for awards of Performance Stock or to otherwise
materially modify, within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended, the
requirements as to eligibility for participation in this
Plan; or
(c) to otherwise materially increase, within the
meaning of Rule 16b-3 of the Securities Exchange Act of
1934, as amended, the benefits accruing to Key Employees
under this Plan.
The Board in its sole and absolute discretion may suspend the
awarding of Performance Stock under this Plan at any time and may
terminate this Plan at any time. Notwithstanding the foregoing,
the Board shall not have the right to modify, amend or cancel any
share of Performance Stock granted before such suspension or
termination unless the Key Employee to whom the Performance Stock
is awarded consents in writing to such modification, amendment or
cancellation, or there is a dissolution or liquidation of the
Company or a transaction described in Article VIII or IX of this
Plan.
ARTICLE XI - TERM OF PLAN
No Performance Stock shall be awarded under this Plan on or
after the earlier of:
(a) the tenth anniversary of the effective date of
this Plan, as determined under Article IV of this Plan, in
which event this Plan otherwise thereafter shall continue in
effect until all Performance Stock awarded under this Plan
has been forfeited or the conditions described in Section
6.03 of this Plan for nonforfeitability of all Performance
Stock awarded under this Plan have been completely
satisfied; or
(b) the date on which all of the Stock reserved under
Article III of this Plan has, as a result of the
satisfaction of the conditions described in Section 6.03 of
this Plan for nonforfeitability of Performance Stock awarded
under this Plan, been issued or no longer is available for
use under this Plan, in which event this Plan also shall
terminate on such date.
ARTICLE XII - MISCELLANEOUS
12.01 Shareholder Rights. Subject to Section 6.04 of
this Plan, a Key Employee's rights as a shareholder in the shares
of Performance Stock awarded to him or her shall be set forth in
the related Performance Stock Agreement.
12.02 No Contract of Employment. The award of
Performance Stock to a Key Employee under this Plan shall not
constitute a contract of employment and shall not confer on a Key
Employee any rights upon his or her termination of employment
with the Company in addition to those rights, if any, expressly
set forth in the Performance Stock Agreement related to his or
her Performance Stock.
12.03 Withholding. The acceptance of an award of
Performance Stock shall constitute a Key Employee's full and
complete consent to whatever action the Committee deems necessary
to satisfy the federal and state tax withholding requirements, if
any, that the Committee in its sole and absolute discretion deems
applicable to such Performance Stock. The Committee also shall
have the right to provide in a Performance Stock Agreement that a
Key Employee may elect to satisfy federal and state tax
withholding requirements through a reduction in the number of
shares of Stock actually transferred to him or her under this
Plan, and any such election and any such reduction shall be
effected so as to satisfy the conditions to the exemption under
Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
12.04 Governing Law. The provisions of this Plan shall
be governed by and interpreted in accordance with the laws of the
State of Florida.
IN WITNESS WHEREOF, Poe & Brown, Inc. has caused its duly
authorized officer to execute this Plan as of the 31st day of
October, 1995, to evidence its adoption of this Plan.
POE & BROWN, INC.
By: /s/ Laurel J. Lenfestey
_____________________________________
Laurel J. Lenfestey
Vice President, Secretary
and General Counsel
Approved by the Board of Directors: October 31, 1995
Approved by Shareholders:
Exhibit 5
October 28, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Dear Sir/Madam:
As Assistant General Counsel of Poe & Brown, Inc. (the
"Registrant"), I am familiar with the preparation and filing of
the Registrant's Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission on or about October
15, 1996, pursuant to which the Registrant proposes to issue up
to 400,000 shares of its common stock, par value $.10 per share
("Registrant's Common Stock"), pursuant to the Poe & Brown, Inc.
Stock Performance Plan (the "Plan").
I have reviewed the Plan and the Registration Statement, and
have examined and am familiar with the documents, corporate
records and other instruments of the Registrant relating to the
proposed issuance of the Registrant's Common Stock which I deem
relevant and which form the basis of the opinion hereinafter set
forth.
I am of the opinion that under the laws of the State of
Florida, the jurisdiction in which the Registrant is incorporated
and the jurisdiction in which the Registrant has its principal
office, upon the issuance of the shares of the Registrant's
Common Stock pursuant to the aforesaid Registration Statement,
all such shares when so issued will be duly authorized, validly
issued and outstanding, and will be fully paid and non-
assessable.
The undersigned counsel to the Registrant hereby consents to
the use of my opinion as Exhibit 5 to the aforesaid Registration
Statement.
Sincerely yours,
POE & BROWN, INC.
/s/ James L. Olivier
James L. Olivier
JLO/jag
EXHIBIT 23a
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to
the incorporation by reference in this registration statement of our
report dated January 29, 1996, incorporated by reference in Poe &
Brown, Inc.'s Form 10-K for the year ended December 31, 1995, and to
all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
Orlando, Florida
October 25, 1996
EXHIBIT 23b
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Poe & Brown Stock Performance Plan of Poe &
Brown, Inc. of our report dated January 28, 1995, except for the last
paragraph of Note 2, as to which the date is March 1, 1995, with respect
to the consolidated financial statements and schedule of Poe & Brown, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Tampa, Florida
October 25, 1996
EXHIBIT 24a
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel J. Lenfestey and
James L. Olivier, or either of them, as his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to
sign the Registration Statement for Poe & Brown, Inc. on Form S-8
with respect to the registration of shares of common stock under
the Poe & Brown, Inc. Stock Performance Plan, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises as fully to all intents and purposes
as he might or could in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Bradley Currey, Jr.
_______________________________
Bradley Currey, Jr.
Dated: July 30, 1996
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel J. Lenfestey and
James L. Olivier, or either of them, as his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to
sign the Registration Statement for Poe & Brown, Inc. on Form S-8
with respect to the registration of shares of common stock under
the Poe & Brown, Inc. Stock Performance Plan, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises as fully to all intents and purposes
as he might or could in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ J. Hyatt Brown
__________________________________
J. Hyatt Brown
Dated: July 30, 1996
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel J. Lenfestey and
James L. Olivier, or either of them, as his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to
sign the Registration Statement for Poe & Brown, Inc. on Form S-8
with respect to the registration of shares of common stock under
the Poe & Brown, Inc. Stock Performance Plan, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents,
or their substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Bruce G. Geer
_________________________________
Bruce G. Geer
Dated: July 30, 1996
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel J. Lenfestey and
James L. Olivier, or either of them, as his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to
sign the Registration Statement for Poe & Brown, Inc. on Form S-8
with respect to the registration of shares of common stock under
the Poe & Brown, Inc. Stock Performance Plan, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents,
or their substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Samuel P. Bell, III
_______________________________
Samuel P. Bell, III
Dated: July 30, 1996
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel J. Lenfestey and
James L. Olivier, or either of them, as his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to
sign the Registration Statement for Poe & Brown, Inc. on Form S-8
with respect to the registration of shares of common stock under
the Poe & Brown, Inc. Stock Performance Plan, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises as fully to all intents and purposes
as he might or could in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Theodore J. Hoepner
____________________________________
Theodore J. Hoepner
Dated: July 30, 1996
POWER OF ATTORNEY
The undersigned constitutes and appoints Laurel J. Lenfestey and
James L. Olivier, or either of them, as his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to
sign the Registration Statement for Poe & Brown, Inc. on Form S-8
with respect to the registration of shares of common stock under
the Poe & Brown, Inc. Stock Performance Plan, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises as fully to all intents and purposes
as he might or could in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Kenneth E. Hill
_________________________________
Kenneth E. Hill
Dated: July 30, 1996
EXHIBIT 24b
RESOLUTIONS ADOPTED BY THE
BOARD OF DIRECTORS OF POE & BROWN, INC.
I, Laurel Lenfestey Grammig, hereby certify that I am the duly
elected and qualified Secretary of Poe & Brown, Inc. (the "Company"),
and that the following resolutions were adopted at a meeting of the
Board of Directors of the Company held on July 30, 1996, and such
resolutions have not been rescinded or modified in any fashion:
WHEREAS, the Board of Directors has reviewed a draft of the
Company's Registration Statement on Form S-8 with respect to the
registration of 400,000 shares of the Company's common stock to
be reserved for issuance under the Company's Stock Performance
Plan (the "Registration Statement'); it is therefore
RESOLVED, that the draft of the Registration Statement submitted
to the Directors is hereby approved in form and substance,
subject to any non-substantive revisions deemed necessary or
appropriate by Laurel J. Lenfestey, the Company's Vice President,
Secretary and General Counsel;
FURTHER RESOLVED, that the Chief Executive Officer and the Chief
Financial Officer of the Company are hereby authorized to sign the
Registration Statement on behalf of the Company, either personally
or through a power of attorney, and to cause the Registration Statement
to be filed with the Securities and Exchange Commission in accordance
with the rules promulgated by the Commission;
FURTHER RESOLVED, that the appropriate officers of the Company are
hereby authorized and directed to take all actions they deem
necessary or appropriate, including the payment of all necessary
filing fees, to carry out the intent of the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned Secretary has executed
this certificate this 28th day of October, 1996.
/s/ Laurel Lenfestey Grammig
___________________________________
Laurel Lenfestey Grammig
Secretary
