<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
 
                                   FORM 10-K
 
(MARK ONE)
    [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
            THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
            FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995.
                                      OR
   [  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
            THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
            FOR THE TRANSITION PERIOD FROM _________ TO ________
 
                         COMMISSION FILE NUMBER 0-7201.
 
                               POE & BROWN, INC.
             (Exact name of Registrant as specified in its charter)
 

<TABLE>
<S>                               <C>
           FLORIDA                          59-0864469
 (State or other jurisdiction            (I.R.S. Employer
               of                     Identification Number)
incorporation or organization)
</TABLE>

 
              220 SOUTH RIDGEWOOD AVENUE, DAYTONA BEACH, FL 32114
              (Address of principal executive offices) (Zip Code)
 
       Registrant's telephone number, including area code: (904) 252-9601
                             ---------------------
        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
 
                          COMMON STOCK $.10 PAR VALUE
                                (Title of class)
                             ---------------------
     INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS, AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST NINETY (90) DAYS.  YES  X        NO
                                                 ---          ---
     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN AND WILL NOT BE CONTAINED, TO THE
BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K [  ].
 
     THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT, COMPUTED BY REFERENCE TO THE LAST REPORTED PRICE AT WHICH THE
STOCK WAS SOLD ON MARCH 4, 1996, WAS $161,684,057.
 
     THE NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK, $.10 PAR VALUE,
OUTSTANDING AS OF MARCH 4, 1996, WAS 8,682,359.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     PORTIONS OF THE REGISTRANT'S 1995 ANNUAL REPORT TO SHAREHOLDERS ARE
INCORPORATED BY REFERENCE INTO PARTS I AND II OF THIS REPORT. WITH THE EXCEPTION
OF THOSE PORTIONS WHICH ARE INCORPORATED BY REFERENCE, THE REGISTRANT'S ANNUAL
REPORT TO SHAREHOLDERS IS NOT DEEMED FILED AS PART OF THIS REPORT.
 
     PORTIONS OF THE REGISTRANT'S PROXY STATEMENT FOR THE 1996 ANNUAL MEETING OF
SHAREHOLDERS ARE INCORPORATED BY REFERENCE INTO PART III OF THIS REPORT.
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<PAGE>   2
 
                               POE & BROWN, INC.
 
                            FORM 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1995
 

                                     PART I
 

ITEM 1.  BUSINESS
 
GENERAL
 
     Poe & Brown, Inc. (the "Company") is a general insurance agency
headquartered in Daytona Beach and Tampa, Florida that resulted from an April
28, 1993 business combination involving Poe & Associates, Inc. ("Poe") and Brown
& Brown, Inc. ("Brown"). Poe was incorporated in 1958 and Brown commenced
business in 1939. Industry segment information is not presented because the
Company realizes substantially all of its revenues from the general insurance
agency business.
 
     The Company is a diversified insurance brokerage and agency that markets
and sells primarily property and casualty insurance products and services to its
clients. Because the Company does not engage in underwriting activities, it does
not assume underwriting risks. Instead, it acts in an agency capacity to provide
its customers with targeted, customized risk management products.
 
     The Company is compensated for its services by commissions paid by
insurance companies and fees for administration and benefit consulting services.
The commission is usually a percentage of the premium paid by an insured.
Commission rates generally depend upon the type of insurance, the particular
insurance company, and the nature of the services provided by the Company. In
some cases, a commission is shared with other agents or brokers who have acted
jointly with the Company in a transaction. The Company may also receive from an
insurance company a contingent commission that is generally based on the
profitability and volume of business placed with it by the Company over a given
period of time. Fees are principally generated by the Service Division, which
offers administration and benefit consulting services primarily in the workers'
compensation and employee benefit markets. The amount of the Company's income
from commissions and fees is a function of, among other factors, continued new
business production, retention of existing customers, acquisitions, and
fluctuations in insurance premium rates and insurable exposure units.
 
     Premium pricing within the property and casualty insurance underwriting
industry has been cyclical and has displayed a high degree of volatility based
on prevailing economic and competitive conditions. Since the mid-1980s, the
property and casualty insurance industry has been in a "soft market" during
which the underwriting capacity of insurance companies expanded, stimulating an
increase in competition and a decrease in premium rates and related commissions
and fees. Significant reductions in premium rates occurred during the years 1987
through 1989 and continue, although to a lesser degree, through the present. The
effect of this softness in rates on the Company's revenues has been somewhat
offset by the Company's acquisitions and new business production. The Company
cannot predict the timing or extent of premium pricing changes as a result of
market fluctuations or their effect on the Company's operations in the future.
 
     The Company's activities are conducted in 17 locations throughout Florida,
and in 10 additional locations in Arizona, California, Colorado, Connecticut,
Georgia, New Jersey, North Carolina, Pennsylvania, and Texas. Because the
Company's business is concentrated in Florida, the occurrence of adverse
economic conditions or an adverse regulatory climate in Florida could have a
materially adverse effect on its business, although the Company has not
encountered such conditions in the past.
 
     The Company's business is divided into four divisions: (i) the Retail
Division; (ii) the National Programs Division; (iii) the Service Division; and
(iv) the Brokerage Division. The Retail Division is composed of Company
employees in 23 offices that market and sell a broad range of insurance products
to insureds. The National Programs Division works with underwriters to develop
proprietary insurance programs for specific niche markets. These programs are
marketed and sold primarily through approximately 270 independent agencies and
more than 2,000 independent agents across the United States. The Company
receives an override on the commissions generated by these independent agencies.
The Service Division provides insurance-related
 
                                        1

<PAGE>   3
 
services such as third-party administration and consultation for workers'
compensation and employee benefit markets. The Brokerage Division markets and
sells excess and surplus commercial insurance primarily through independent
agents.
 
     The following table sets forth a summary of (i) the commission and fee
revenues realized from each of the Company's operating divisions for each of the
three years in the period ended December 31, 1995 (in thousands of dollars), and
(ii) the percentage of the Company's total commission and fee revenues
represented by each division for each of such periods:
 

<TABLE>
<CAPTION>
                                         1993       %        1994       %         1995       %
                                        -------   -----     -------   -----     --------   -----
    <S>                                 <C>       <C>       <C>       <C>       <C>        <C>
    Retail Division(1)................  $58,959    62.4%    $56,018    58.4%    $ 59,552    58.4%
    Nat'l Programs Division...........   23,633    25.0%     26,519    27.7%      27,542    27.0%
    Service Division..................   10,166    10.8%     10,643    11.1%      10,751    10.5%
    Brokerage Division................    1,662     1.8%      2,672     2.8%       4,153     4.1%
                                        -------   -----     -------   -----     --------   -----
              Total...................  $94,420     100%    $95,852     100%    $101,998     100%
                                        =======   =====     =======   =====     ========   =====
</TABLE>

 
- ---------------
 
(1) In 1993 and 1994, the Company sold retail offices in Tallahassee, Florida
     and Westlake Village, California and various other customer accounts. More
     than half the decline in Retail Division revenues from 1993 to 1994 is
     attributable to those dispositions.
 
RETAIL DIVISION
 
     The Company's Retail Division operates through 23 locations in eight
states. These locations employ approximately 550 persons. The Company's retail
insurance agency business consists primarily of selling and marketing property
and casualty insurance coverages to commercial, professional, and to a limited
extent, individual customers. The categories of insurance principally sold by
the Company are: Casualty -- insurance relating to legal liabilities, workers'
compensation, commercial and private passenger automobile coverages, and
fidelity and surety insurance; and Property -- insurance against physical damage
to property and resultant interruption of business or extra expense caused by
fire, windstorm or other perils. The Company also sells and services all forms
of group and individual life, accident, health, hospitalization, medical and
dental insurance programs. Each category of insurance is serviced by insurance
specialists employed by the Company.
 
     No material part of the Company's retail business depends upon a single
customer or a few customers. During 1995, the Company's Retail Division received
approximately $418,000 of fees and commissions from Rock-Tenn Company, the
Company's largest single Retail Division customer. Such amount represented less
than 1% of the Retail Division's total commission and fee revenues for 1995.
 
     In connection with the selling and marketing of insurance coverages, the
Company provides a broad range of related services to its customers, such as
risk management surveys and analysis, consultation in connection with placing
insurance coverages, and claims processing. The Company believes these services
are important factors in securing and retaining customers.
 
NATIONAL PROGRAMS DIVISION
 
     The National Programs Division tailors insurance products to the needs of a
particular professional or trade group, negotiates policy forms, coverages, and
commission rates with an insurance company, and, in certain cases, secures the
formal or informal endorsement of the product by an association. The National
Programs Division's programs are marketed and sold primarily through a national
network of approximately 270 independent agencies and more than 2,000
independent agents, who solicit customers though advertisements in association
publications, direct mailings and personal contact. The Company also markets
these products directly in Florida through the National Programs Division's
Professional Services Program. Under agency agreements with the insurance
companies that underwrite these programs, the Company usually has authority to
bind coverages, subject to established guidelines, to bill and collect premiums
and, in some cases, to process claims.
 
                                        2

<PAGE>   4
 
     The Company is committed to ongoing market research and development of new
proprietary programs. The Company employs a variety of methods, including
interviews with members of prospective professional and trade groups, to assess
the coverage needs of various professional groups and trade associations to
which the Company does not presently offer insurance products. If the initial
market research is positive, the Company studies the existing and potential
competition and locates potential carriers for the program. A proposal is then
submitted to and negotiated with a selected carrier and, in most instances, a
professional or trade association concerning endorsement of the program. New
programs are introduced through written communications, personal visits with
agents, placements of advertising in trade publications and, where appropriate,
participation in trade shows and conventions. Several new programs are currently
being reviewed by the Company. There can be no assurance, however, as to whether
the Company will be successful in developing any such new programs or what the
market reception will be.
 
     Professional Groups.  The professional groups targeted by the National
Programs Division include dentists, lawyers, physicians, and optometrists and
opticians. Set forth below is a brief description of the programs offered to
these four major professional groups.
 
     -  Dentists:  The largest program marketed by the National Programs
Division is a package insurance policy known as the Professional Protector
Plan(R), which provides comprehensive coverage for dentists, including practice
protection and professional liability. This program, initiated in 1969, is
endorsed by 31 state or component dental societies, and is offered in 49 states,
the District of Columbia, the Virgin Islands and Puerto Rico. This program
presently insures approximately 37,100 dentists, which the Company believes
represents approximately 27% of the eligible practicing dentists within the
Company's marketing territories.
 
     - Lawyers:  The Company began marketing lawyers' professional liability
insurance in 1973, and the national Lawyer's Protector Plan(R) was introduced in
1983. The program presently insures approximately 36,000 attorneys and is
offered in 46 states and the Virgin Islands.
 
     - Physicians:  The Company markets professional liability insurance for
physicians, surgeons, and other health care providers through a program known as
the Physicians Protector Plan(R). The program, initiated in 1980, is currently
offered in thirteen states and insures approximately 5,000 physicians.
 
     - Optometrists and Opticians:  The Optometric Protector Plan(R) was created
in 1973 to provide optometrists and opticians with a package of practice and
professional liability coverage. This program insures approximately 7,000
optometrists and opticians in all states and Puerto Rico.
 
     The professional programs described above are underwritten predominantly
through CNA Insurance Companies ("CNA"). The Company and CNA are parties to
Program Agency Agreements with respect to each of the programs described above.
Among other things, these agreements grant the Company the exclusive right to
solicit and receive applications for program policies directly and from other
licensed agents and to bind and issue such policies and endorsements thereto. In
fulfilling its obligations under the agreements, the Company must comply with
the administrative and underwriting guidelines established by CNA. The Company
must use its best efforts to promote the programs and solicit and sell program
policies. The Company is compensated through commissions on premiums, which vary
according to insurance product (e.g., workers' compensation, commercial
umbrella, package coverage, monoline professional and general liability) and the
Company's role in the transaction. The commission to which the Company is
entitled may change upon 90 days' written notice from CNA. The Program Agency
Agreements are generally cancellable by either party on six months' or one
year's advance written notice for any reason. An agreement may also be
terminated upon breach, by the non-breaching party, subject to certain
opportunities to cure the breach.
 
     Commercial.  The National Programs Division's Towing Operators Protector
Plan(R) was introduced in 1993 and currently provides specialized insurance
products to tow-truck operators in 29 states. The Automobile Dealers Protector
Plan(R) insures used car dealers not affiliated with manufacturers. In Florida,
the program is endorsed by the Florida Independent Auto Dealers Association.
Since 1994, this Plan has been expanded into eight additional states, and
currently insures approximately 3,000 dealers in nine states.
 
     Health Care Insurers, Inc. ("HCI"), a wholly owned subsidiary of the
Company located in Colorado Springs, Colorado, was created in 1989 to market and
sell professional health care liability insurance and
 
                                        3

<PAGE>   5
 
property coverages through independent agents to hospitals, laboratories,
nursing homes, medical groups, and clinics. HCI currently represents 165 clients
in 22 states.
 
     The Insurance Administration Center ("IAC") became a wholly owned
subsidiary of the Company in 1989. IAC was founded in 1962 to serve as insurance
consultant to the National Association of Wholesaler-Distributors ("NAW") and
NAW's industry associations, which have a total of approximately 40,000 members.
IAC currently serves NAW members as a third-party administration facility for
life and health coverages, and markets and sells various employee benefits,
property, and casualty insurance products to NAW members.
 
     IAC's third-party administration services include billing, premium
accounting, eligibility, enrollment, claims payments, and financial reporting,
and IAC currently processes claims for approximately 350 employers associated
with NAW in a program for which New York Life Insurance Company is the lead
underwriter. Since April 1995, IAC's property and casualty offerings have been
principally underwritten by General Accident Insurance Company. Prior to that
time, they were principally underwritten by CIGNA.
 
SERVICE DIVISION
 
     The Service Division consists of two separate components: (i) insurance and
related services as a third-party administrator ("TPA") and consultant for
employee health and welfare benefit plans, and (ii) insurance and related
services providing comprehensive risk management and third-party administration
to self-funded workers' compensation plans.
 
     In connection with its employee benefit plan administrative services, the
Service Division provides TPA services and consulting related to benefit plan
design and costing, arrangement for the placement of stop-loss insurance and
other employee benefit coverages, and settlement of claims. The Service Division
provides utilization management services such as pre-admission review,
concurrent/retrospective review, pre-treatment review of certain non-hospital
treatment plans, and medical and psychiatric case management. In addition to the
administration of self-funded health care plans, the Service Division offers
administration of flexible benefit plans, including plan design, employee
communication, enrollment and reporting. The Service Division's workers'
compensation TPA services include risk management services such as loss control,
claim administration, access to major reinsurance markets, cost containment
consulting, and services for secondary disability and subrogation recoveries.
 
     The Service Division provides workers' compensation TPA services for
approximately 2,000 employers representing more than $2 billion of employee
payroll. The Company's largest workers' compensation contract represents
approximately 72% of the Company's workers' compensation TPA revenues, or 5% of
the Company's total commission and fee revenues.
 
BROKERAGE DIVISION
 
     The Brokerage Division markets excess and surplus lines and specialty
insurance products to the Company's Retail Division, as well as other retail
agencies throughout Florida and the Southeast. The Brokerage Division represents
various U.S. and U.K. surplus lines companies and is also a Lloyd's of London
correspondent. In addition to surplus lines carriers, the Brokerage Division
represents admitted carriers for smaller agencies that do not have access to
large insurance carrier representation. Excess and surplus products include
commercial automobile, garage, restaurant, builder's risk and inland marine
lines. Difficult-to-insure general liability and products liability coverages
are a specialty, as is excess workers' compensation. Retail agency business is
solicited through mailings and direct contact with retail agency
representatives. Effective July 1, 1995, the Company acquired Roehrig Flood &
Associates, Inc., an excess and surplus lines broker located in St. Petersburg,
Florida. Effective January 1, 1996, the Company acquired a 75% ownership in
Florida Intracoastal Underwriters, Ltd. ("FIU") of Miami Lakes, Florida. FIU is
a managing general agency that specializes in providing insurance coverages for
coastal and inland high-value condominiums and apartments. FIU has developed a
unique reinsurance facility to support the underwriting activities associated
with these risks.
 
                                        4

<PAGE>   6
 
EMPLOYEES
 
     As of December 31, 1995, the Company had 1,035 full-time equivalent
employees. The Company has contracts with its sales employees that include
provisions restricting their right to solicit the Company's customers after
termination of employment with the Company. The enforceability of such contracts
varies from state to state depending upon state statutes, judicial decisions,
and factual circumstances. The majority of these contracts are terminable by
either party; however, the agreements not to solicit the Company's customers
continue generally for a period of at least three years after employment
termination.
 
     None of the Company's employees is represented by a labor union, and the
Company considers its relations with its employees to be satisfactory.
 
COMPETITION
 
     The insurance agency business is highly competitive, and numerous firms
actively compete with the Company for customers and insurance carriers. Although
the Company is the largest insurance agency headquartered in Florida, a number
of firms with much greater resources and market presence compete with the
Company in Florida and elsewhere. This situation is particularly pronounced
outside Florida. Competition in the insurance business is largely based on
innovation, quality of service, and price.
 
     A number of insurance companies are engaged in the direct sale of
insurance, primarily to individuals, and do not pay commissions to agents and
brokers. To date, such direct writing has had relatively little effect on the
Company's operations, primarily because the Company's Retail Division is
commercially oriented.
 
REGULATION, LICENSING AND AGENCY CONTRACTS
 
     The Company or its designated employees must be licensed to act as agents
by state regulatory authorities in the states in which the Company conducts
business. Regulations and licensing laws vary in individual states and are often
complex.
 
     The applicable licensing laws and regulations in all states are subject to
amendment or reinterpretation by state regulatory authorities, and such
authorities are vested in most cases with relatively broad discretion as to the
granting, revocation, suspension and renewal of licenses. The possibility exists
that the Company could be excluded or temporarily suspended from carrying on
some or all of its activities in, or otherwise subjected to penalties by, a
particular state.
 

I
TEM 2.  PROPERTIES
 
     The Company's executive offices are located at 220 South Ridgewood Avenue,
Daytona Beach, Florida 32115 and 401 East Jackson Street, Suite 1700, Tampa,
Florida 33602. The Company also maintains offices in the following cities:
Phoenix, Arizona; San Francisco, California; Colorado Springs, Colorado;
Glastonbury, Connecticut; Brooksville, Florida; Ft. Lauderdale, Florida; Ft.
Myers, Florida; Jacksonville, Florida; Kissimmee, Florida; Leesburg, Florida;
Melbourne, Florida; Miami Lakes, Florida; Naples, Florida; Orlando, Florida; St.
Petersburg, Florida; Sarasota, Florida; West Palm Beach, Florida; Winter Haven,
Florida; Atlanta, Georgia; Charlotte, North Carolina; Clark, New Jersey;
Somerset, New Jersey; Philadelphia, Pennsylvania; and Houston, Texas.
 
     The Company occupies office premises under noncancellable operating leases
expiring at various dates. These leases generally contain renewal options and
escalation clauses based on increases in the lessors' operating expenses and
other charges. The Company expects that most leases will be renewed or replaced
upon expiration. See Note 8 of the "Notes to Consolidated Financial Statements"
in the 1995 Annual Report to Shareholders for additional information on the
Company's lease commitments.
 
     At December 31, 1995 the Company owned one building located in downtown
Daytona Beach, Florida having an aggregate book value of approximately $128,000,
including improvements. There are no outstanding mortgages on this building.
This building generated lease revenue during 1995 of approximately $16,600.
During 1995, two other buildings having an aggregate book value approximating
$186,000 were sold for a
 
                                        5

<PAGE>   7
 
minimal gain. The Company also owns an office condominium in Venice, Florida
which has a net book value of $195,000, with no outstanding mortgage.
 

ITEM 3.  LEGAL PROCEEDINGS
 
     On February 21, 1995, an Amended Complaint was filed in an action pending
in the Superior Court of Puerto Rico, Bayamon division, and captioned Cadillac
Uniform & Linen Supply Company, et al. v. General Accident Insurance Company,
Puerto Rico, Limited, et al. The case was originally filed on November 23, 1994,
and named General Accident Insurance Company, Puerto Rico Limited, and Benj.
Acosta, Inc. as defendants. The Amended Complaint added several defendants,
including the Company and Poe & Brown of California, Inc. ("P&B/Cal."), a
subsidiary of the Company, as parties to the case. The Plaintiffs allege that
P&B/Cal. failed to procure sufficient coverage for a commercial laundry facility
that was rendered inoperable for a period of time as the result of a fire, and
further allege that the Company is vicariously liable for the actions of
P&B/Cal. The Amended Complaint seeks damages of $11.2 million against P&B/Cal.,
the Company, the P&B/Cal. employee who handled the account and LBI Corp., a/k/a
Levinson Bros., Inc. The Company and P&B/Cal. believe that P&B/Cal. has
meritorious defenses to each of the claims asserted against it, and that the
Company likewise has meritorious defenses to allegations premised upon theories
of vicarious liability. Both the Company and P&B/Cal. intend to contest this
action vigorously. In the event that damages are awarded against P&B/Cal. or the
Company, P&B/Cal. and the Company believe that available insurance would be
sufficient to cover such loss.
 
     On September 9, 1994, the Company was named as a third-party defendant in a
case pending in the United States District Court, Eastern District of New York,
captioned Alec Sharp, an Underwriter at Lloyds on behalf of himself and other
Lloyd's Underwriters and Colin Trevor Dingley, on behalf of himself and other
Lloyd's Underwriters v. Best Security Corp., d/b/a Independent Armored, et al.
The third-party complaint was filed against the Company by some of the
defendants in the action. The case arose from the theft of jewelry claimed to be
worth approximately $7 million from an armored car owned and operated by Best
Security Corp. Plaintiffs, the insurers, sought a declaratory judgment against
the insured and purported additional insureds that the policy was void from
inception because the insured made misrepresentations on the application. In the
third-party complaint, the third-party plaintiffs alleged that the Company
issued certificates of insurance naming additional insureds without
authorization, and claimed the Company failed to communicate information given
to the Company by the named insured to the Underwriters at Lloyds of London. As
of March 15, 1996, the claims of all but three of the third-party plaintiffs had
been resolved through settlement. The Company does not believe the three
remaining claims will have a materially adverse effect on the consolidated
financial position or future operations of the Company.
 
     In 1992, the Internal Revenue Service (the "Service") completed
examinations of the Company's federal income tax returns for the years 1988,
1989, and 1990. As a result of these examinations, the Service issued Reports of
Proposed Adjustments asserting income tax deficiencies which, by including
interest and state income taxes for the periods examined and the Company's
estimates of similar adjustments for subsequent periods through December 31,
1993, would have totalled $6,100,000. The disputed issues related primarily to
the deductibility of amortization of purchased customer accounts of
approximately $5,107,000 and of non-compete agreements of approximately
$993,000. In addition, the Service's report included a dispute regarding the
timing at which the Company's payments made pursuant to certain indemnity
agreements would be deductible for tax reporting purposes. During 1994, the
Company reached a settlement with the Service with respect to certain of the
disputed amortization items and the indemnity agreement payment issue. This
settlement reduced the total remaining asserted income tax deficiencies to
approximately $2,800,000. In March 1995, the Company reached an agreement with
the Service on the remaining unsettled items. The agreement resulted in payments
by the Company of approximately $349,000. With all disputed items settled, the
Company recorded a $451,000 reduction in its general tax reserve.
 
     The Company is involved in various other pending or threatened proceedings
by or against the Company or one or more of its subsidiaries that involve
routine litigation relating to insurance risks placed by the Company and other
contractual matters. Management of the Company does not believe that any of such
 
                                        6

<PAGE>   8
 
pending or threatened proceedings (including the proceedings described above)
will have a materially adverse effect on the consolidated financial position or
future operations of the Company.
 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     No matters were submitted to a vote of security holders during the
Company's fourth quarter ended December 31, 1995.
 

                                    PART II
 

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
     The Company's common stock is traded on the National Market System of The
Nasdaq Stock Market under the symbol "POBR." The approximate number of
shareholders of record as of March 4, 1996 was 842, and the closing price per
share on that date was $25.25.
 
     The table below sets forth information for each quarter in the last two
fiscal years concerning (i) the high and low sales prices for the Company's
common stock, and (ii) cash dividends declared per share.
 

<TABLE>
<CAPTION>
                                                           STOCK PRICE RANGE          CASH
                                                          -------------------       DIVIDENDS
                                                           HIGH         LOW         PER SHARE
                                                          ------       ------       ---------
    <S>                                                   <C>          <C>          <C>
    1995
    First quarter.......................................  $22.50       $20.25         $0.12
    Second quarter......................................   24.25        22.00          0.12
    Third quarter.......................................   25.25        23.25          0.12
    Fourth quarter......................................   25.25        24.25          0.12
    1994
    First quarter.......................................  $19.50       $17.63         $0.10
    Second quarter......................................   20.50        18.25          0.10
    Third quarter.......................................   22.75        19.75          0.10
    Fourth quarter......................................   21.75        19.50          0.12
</TABLE>

 

ITEM 6.  SELECTED FINANCIAL DATA
 
     Information under the caption "Financial Highlights" on page 2 of the
Company's 1995 Annual Report to Shareholders is incorporated herein by
reference.
 

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
 
     Information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 18-22 of the Company's
1995 Annual Report to Shareholders is incorporated herein by reference.
 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The Consolidated Financial Statements of Poe & Brown, Inc. and its
subsidiaries, together with the reports thereon of Arthur Andersen LLP and Ernst
& Young LLP, appearing on pages 23-41 of the Company's 1995 Annual Report to
Shareholders, are incorporated herein by reference.
 
                                        7

<PAGE>   9
 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
     Not Applicable.
 

                                    PART III
 

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     Information contained under the caption "Management" on pages 4-6 of the
Company's Proxy Statement for its 1996 Annual Meeting of Shareholders is
incorporated herein by reference.
 

ITEM 11.  EXECUTIVE COMPENSATION
 
     Information contained under the caption "Executive Compensation" on pages
7-10 of the Company's Proxy Statement for its 1996 Annual Meeting of
Shareholders is incorporated herein by reference; provided, however, that the
report of the Compensation Committee on executive compensation, which begins on
page 10 thereof, and the stock performance graph on page 12 thereof shall not be
deemed to be incorporated herein by reference.
 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     Information contained under the caption "Security Ownership of Management
and Certain Beneficial Owners" on pages 2-3 of the Company's Proxy Statement for
its 1996 Annual Meeting of Shareholders is incorporated herein by reference.
 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     Information contained under the captions "Executive
Compensation -- Transactions with Directors" and "Executive
Compensation -- Compensation Committee Interlocks and Insider Participation" on
pages 9-10 of the Company's Proxy Statement for its 1996 Annual Meeting of
Shareholders is incorporated herein by reference.
 

                                    PART IV
 

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
     (a) The following documents are filed as part of this report:
 
          1. Consolidated Financial Statements of Poe & Brown, Inc.
     (incorporated herein by reference from pages 23-41 of the Company's 1995
     Annual Report to Shareholders) consisting of:
 
           (a) Consolidated Statements of Income for each of the three years in
               the period ended December 31, 1995.
 
           (b) Consolidated Balance Sheets as of December 31, 1995 and 1994.
 
           (c) Consolidated Statements of Shareholders' Equity for each of the
               three years in the period ended December 31, 1995.
 
           (d) Consolidated Statements of Cash Flows for each of the three years
               in the period ended December 31, 1995.
 
           (e) Notes to Consolidated Financial Statements.
 
           (f) Reports of Independent Certified Public Accountants.
 
          2. Consolidated Financial Statement Schedule included on page 14 of
     this report, consisting of:
 
           (a) Schedule II -- Valuation and Qualifying Accounts.
 
                                        8

<PAGE>   10
 

     The independent auditors' report with respect to the above-listed financial
statement schedule appears on page 12 of this report on Form 10-K. All other
schedules are omitted because they are not applicable, or not required, or
because the required information is included in the Consolidated Financial
Statements or the Notes thereto.
 
     3.  EXHIBITS
 

<TABLE>
<C>      <C>  <S>
    3a     -- Articles of Incorporation of the Registrant, as last amended on April 28, 1993
              (incorporated by reference to Exhibit 3a to Form 10-K for the year ended December
              31, 1994).
    3b     -- Amended and Restated By-Laws of the Registrant effective March 22, 1994
              (incorporated by reference to Exhibit 3b to Registration Statement No. 33-58090
              on Form S-4).
     4     -- Revolving Loan Agreement dated November 9, 1994, by and among the Registrant and
              SunTrust Bank, Central Florida, N.A., f/k/a SunBank, National Association
              (incorporated by reference to Exhibit 4 to Form 10-K for the year ended December
              31, 1994).
 10a(1)    -- Lease of Registrant for office space at 220 South Ridgewood Avenue, Daytona
              Beach, Florida dated August 15, 1987 (incorporated by reference to Exhibit 10a(3)
              to Form 10-K for the year ended December 31, 1993).
 10a(2)    -- Lease agreement for office space at SunTrust Financial Centre, Tampa, Florida,
              dated February 1995, between Southeast Financial Center Associates, as landlord,
              and Registrant, as tenant (incorporated by reference to Exhibit 10a(4) to Form
              10-K for the year ended December 31, 1994).
   10b     -- Registrant's 1985 Stock Option Plan (incorporated by reference to Exhibit 10b(1)
              to Form 10-K for the year ended December 31, 1984).
   10c     -- Registrant's 1989 Stock Option Plan (incorporated by reference to Exhibit 10f to
              Form 10-K for the year ended December 31, 1989).
   10d     -- Loan Agreement between Continental Casualty Company and Registrant dated August
              23, 1991 (incorporated by reference to Exhibit 10d to Form 10-K for the year
              ended December 31, 1991).
   10e     -- Indemnity Agreement dated January 1, 1979, among the Registrant, Whiting National
              Management, Inc., and Pennsylvania Manufacturers' Association Insurance Company
              (incorporated by reference to Exhibit 10g to Registration Statement No. 33-58090
              on Form S-4).
   10f     -- Agency Agreement dated January 1, 1979 among the Registrant, Whiting National
              Management, Inc., and Pennsylvania Manufacturers' Association Insurance Company
              (incorporated by reference to Exhibit 10h to Registration Statement No. 33-58090
              on Form S-4).
   10g     -- Indemnification Agreement, dated February 22, 1993, between the Registrant and
              William F. Poe, Sr. (incorporated by reference to Exhibit 10k to Registration
              Statement No. 33-58090 on Form S4).*
   10h     -- Deferred Compensation Agreement, dated May 1, 1983, as amended April 27, 1993,
              between the Registrant and Kenneth E. Hill (incorporated by reference to Exhibit
              10i to Form 10-K for the year ended December 31, 1993).
   10i     -- Employment Agreement, dated April 28, 1993 between the Registrant and William F.
              Poe, Sr. (incorporated by reference to Exhibit 10j to Form 10-K for the year
              ended December 31, 1993).
   10j     -- Employment Agreement, dated April 28, 1993 between the Registrant and J. Hyatt
              Brown (incorporated by reference to Exhibit 10k to Form 10-K for the year ended
              December 31, 1993).

   10k     -- Portions of Employment Agreement, dated April 28, 1993 between the Registrant and
              Kenneth E. Hill (incorporated by reference to Exhibit 10l to Form 10-K for the
              year ended December 31, 1993).
</TABLE>

 
                                        9

<PAGE>   11
 

<TABLE>
<C>      <C>  <S>
   10l     -- Portions of Employment Agreement, dated April 28, 1993 between the Registrant and
              Jim W. Henderson (incorporated by reference to Exhibit 10m to Form 10-K for the
              year ended December 31, 1993).
   10m     -- Portions of Promissory Note and Security Agreement, dated January 20, 1995,
              between William F. Poe Sr., and the Registrant (incorporated by reference to
              Exhibit 10n to Form 10-K for the year ended December 31, 1994).
   10n     -- Form of Underwriting Agreement among the Registrant, The Robinson-Humphrey
              Company, Inc., Smith Barney, Inc. and certain selling shareholders of the
              Registrant (incorporated by reference to Exhibit 1 to Registration Statement No.
              33-61591 on Form S-3).
    11     -- Statement Re: Computation of Per Share Earnings
    13     -- Portions of Registrant's 1995 Annual Report to Shareholders (not deemed "filed"
              under the Securities Exchange Act of 1934, except for those portions specifically
              incorporated by reference herein).
    22     -- Subsidiaries of the Registrant
   23a     -- Consent of Ernst & Young LLP.
   23b     -- Consent of Arthur Andersen LLP.
   24a     -- Powers of Attorney pursuant to which this Form 10-K has been signed on behalf of
              certain directors and officers of the Registrant.
   24b     -- Resolutions of the Board of Directors, certified by the Secretary.
    27     -- Financial Data Schedule.
</TABLE>

 
- ---------------
 
* The registrant has Indemnification Agreements with certain of its other
  directors and former directors (Joseph E. Brown, Bruce G. Geer, V.C. Jordan,
  Jr., Byrne Litschgi, Charles W. Poe, William F. Poe, Jr., and Bernard H.
  Mizel) that are identical in all material respects to Exhibit 10g except for
  the parties involved and the dates executed.
 
     (b)  REPORTS ON FORM 8-K
 
     The Registrant filed a report on Form 8-K with the Securities and Exchange
Commission on October 16, 1995, reporting (i) the Registrant's decision not to
renew the engagement of Ernst & Young LLP as the Registrant's independent
accountants, and (ii) the engagement of Arthur Andersen LLP as the Registrant's
new independent accountants.
 
                                       10

<PAGE>   12
 
                                  SCHEDULE II
 
                       POE & BROWN, INC. AND SUBSIDIARIES
 
                       VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 

<TABLE>
<CAPTION>
          COLUMN A            COLUMN B              COLUMN C                   COLUMN D        COLUMN E
- ----------------------------  --------   ------------------------------      -------------     --------
                                                   ADDITIONS
                                         ------------------------------
                              BALANCE       (1)              (2)                                       
                                 AT      ----------   -----------------                        BALANCE
                              BEGINNING  CHARGED TO      CHARGED TO                               AT
                                 OF       COST AND    OTHER ACCOUNTS --      DEDUCTIONS --      END OF
        DESCRIPTION            PERIOD     EXPENSES        EXPENSES             DESCRIBE         PERIOD
- ----------------------------  --------   ----------   -----------------      -------------     --------
<S>                           <C>        <C>          <C>                    <C>               <C>
Year ended December 31, 1995
  Deducted from asset
     account:
     Allowance for doubtful
       accounts.............  $69,000     $ 72,000        $      --            $  41,000(A)    $100,000
                              --------   ----------   -----------------      -------------     --------
Year ended December 31, 1994
  Deducted from asset
     account:
     Allowance for doubtful
       accounts.............  $435,000    $ 19,000        $      --            $ 385,000(A)    $69,000
                              --------   ----------   -----------------      -------------     --------
Year ended December 31, 1993
  Deducted from asset
     account:
     Allowance for doubtful
       accounts.............  $590,000    $562,000        $      --            $ 717,000(A)    $435,000
                              --------   ----------   -----------------      -------------     --------
</TABLE>

 
- ---------------
 
(A) Uncollectible accounts written off, net of recoveries.
 
                                       11

<PAGE>   13
 

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULE
 
To Poe & Brown, Inc.:
 
     We have audited in accordance with generally accepted auditing standards,
the 1995 consolidated financial statements included in Poe & Brown, Inc.'s
Annual Report to Stockholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated January 29, 1996. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in Item 14(a)2 is the responsibility of the Company's management
and is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic consolidated financial
statements. The 1995 amounts in this schedule have been subjected to the
auditing procedures applied in the audit of the 1995 basic consolidated
financial statements and, in our opinion, fairly state in all material respects
the financial data required to be set forth therein in relation to the 1995
basic consolidated financial statements taken as a whole.
 
                                          Arthur Andersen LLP
 
Orlando, Florida
  January 29, 1996

 
                                       12

<PAGE>   14
 

                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
                                          POE & BROWN, INC.
                                          Registrant
 
                                          By:                  *
 
                                            ------------------------------------
                                                       J. Hyatt Brown
                                                  Chief Executive Officer
 
Date: March 19, 1996
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
 

<TABLE>
<CAPTION>
                  SIGNATURE                                 TITLE                    DATE
- ---------------------------------------------  -------------------------------  ---------------
<C>                                            <S>                              <C>
                          *                    Chairman of the Board,            March 19, 1996
- ---------------------------------------------    President and Chief Executive
               J. Hyatt Brown                    Officer (Principal Executive
                                                 Officer)

                          *                    Director                          March 19, 1996
- ---------------------------------------------
             Samuel P. Bell, III

                          *                    Director                          March 19, 1996
- ---------------------------------------------
             Bradley Currey, Jr.

                          *                    Director                          March 19, 1996
- ---------------------------------------------
                Bruce G. Geer

                          *                    Director                          March 19, 1996
- ---------------------------------------------
              Jim W. Henderson

                          *                    Director                          March 19, 1996
- ---------------------------------------------
               Kenneth E. Hill

                          *                    Director                          March 19, 1996
- ---------------------------------------------
             Theodore J. Hoepner

                          *                    Director                          March 19, 1996
- ---------------------------------------------
               Charles W. Poe
</TABLE>

 
                                       13

<PAGE>   15
 

<TABLE>
<CAPTION>
                  SIGNATURE                                 TITLE                    DATE
- ---------------------------------------------  -------------------------------  ---------------
<C>                                            <S>                              <C>
                          *                    Director                          March 19, 1996
- ---------------------------------------------
               William F. Poe

                          *                    Director                          March 19, 1996
- ---------------------------------------------
             William F. Poe, Jr.

                          *                    Vice President, Treasurer and     March 19, 1996
- ---------------------------------------------    Chief Financial Officer
              James A. Orchard                   (Principal Financial and
                                                 Accounting Officer)

       *By:   /s/  LAUREL J. LENFESTEY
- ---------------------------------------------
             Laurel J. Lenfestey
              Attorney-in-Fact
</TABLE>

 
                                       14

<PAGE>   16
 

                                 EXHIBIT INDEX
 

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                           DESCRIPTION
- ------       -----------------------------------------------------------------------------------
<C>     <C>  <S>
  11      -- Statement Re: Computation of Per Share Earnings
  13      -- Portions of 1995 Annual Report to Shareholders
  22      -- Subsidiaries
  23a     -- Consent of Ernst & Young LLP
  23b     -- Consent of Arthur Andersen LLP
  24a     -- Powers of Attorney
  24b     -- Certified Resolutions of the Board of Directors
  27      -- Financial Data Schedule
</TABLE>

 
                                       15





<PAGE>   1
                                  EXHIBIT 11

               STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS



<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                                        ------------------------------------
                                                        1995            1994            1993
                                                        ----            ----            ----
                                                        (in thousands, except per share data)
<S>                                                   <C>              <C>             <C>
Average shares outstanding........................      8,660            8,593          8,441
Net effect of dilutive stock options,
 based on the treasury stock
 method...........................................         39               77            130
                                                      -------          -------         ------
   Total shares used in computation...............      8,699            8,670          8,571
                                                      =======          =======         ======

Net income........................................    $14,799          $13,519         $8,118
                                                      =======          =======         ======


Net income per share..............................    $  1.70          $  1.56         $ 0.95
                                                      =======          =======         ======
</TABLE>






<PAGE>   1
                                  EXHIBIT 13

                Portions of 1995 Annual Report to Shareholders

<PAGE>   2

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General


                 [CHART 1: Net Income (in millions) by year:]

                                 1990 - $ 5.8
                                 1991 - $ 5.9
                                 1992 - $ 2.6
                                 1993 - $ 8.1
                                 1994 - $13.5
                                 1995 - $14.8

         [CHART 2: Pre-tax Margin as a Percent of Revenue, by year:]

                                 1990 - 11.7%
                                 1991 - 12.7%
                                 1992 -  9.1%
                                 1993 - 13.3%
                                 1994 - 20.3%
                                 1995 - 21.9%

In April of 1993, Poe & Associates, Inc., headquartered in Tampa, Florida, and
Brown & Brown, Inc., headquartered in Daytona Beach, Florida, combined to form
Poe & Brown, Inc. (the "Company"). Since that time, the Company's operating
results have steadily improved. The Company achieved pre-tax income from
operations of $23,329,000 in 1995, compared to $20,586,000 in 1994 and
$13,047,000 in 1993. Pre-tax income, as a percentage of total revenues, was
21.9% in 1995, 20.3% in 1994 and 13.3% in 1993. This trend is primarily the
result of the Company's achievement of revenue growth and operating efficiency
improvements.   
     The Company's revenues are comprised principally of commissions
paid by insurance companies, fees paid directly by clients and investment
income. Commission revenues generally represent a percentage of the premium
paid by the insured and are materially affected by fluctuations
 in both premium
rate levels charged by insurance underwriters and the volume of premiums
written by such underwriters. These premium rates are established by insurance
companies based upon many factors, none of which are controlled by the Company.
Beginning in 1986 and continuing through 1995, revenues have been adversely
influenced by a consistent decline in premium rates resulting from intense
competition among property and casualty insurers for expanding market share.
Among other factors, this condition of prevailing decline in premium rates,
commonly referred to as a "soft market," has generally resulted in flat to
reduced commissions on renewal business. Although some forecasts predict
premium increases, the probability of overall rate increases in 1996 is
unpredictable.
     Revenues are further impacted by the development of new and existing
proprietary programs, fluctuations in insurable exposure units and the volume
of business from new and existing clients and changes in general economic and
competitive conditions.  For example, stagnant rates of inflation in recent
years have generally limited the increase in insurable exposure units such as
property values, sales and payroll levels. Conversely, the increasing trend in
litigation settlements and awards has caused some clients to seek higher levels
of insurance coverage. Still, the Company's revenues continue to grow through
acquisitions, new business initiatives and development of new products, markets
and services. Effective March 1, 1995, the Company acquired Insurance West by
merger. This merger has been accounted for as a pooling-of-interests and,
accordingly, the Company's consolidated financial statements have been restated
for all prior periods. Also during 1995, the Company acquired four general
insurance agencies, an insurance brokerage firm and several books of business
(customer accounts) which were accounted for as purchases.
     Contingent commissions may be paid to the Company by insurance carriers
based upon the volume and profitability of the business placed with 


                  18  Poe & Brown, Inc.   1995 Annual Report

<PAGE>   3
           [CHART 1: Revenue Per Employee (in thousands), by year:]

                                 1990 - $ 75.1
                                 1991 - $ 79.5
                                 1992 - $ 82.4
                                 1993 - $ 97.6
                                 1994 - $102.3
                                 1995 - $102.8


                  [CHART 2: Employees at Year End, by year:]

                                 1990 - 1,100
                                 1991 - 1,073
                                 1992 - 1,111
                                 1993 - 1,002
                                 1994 -   993
                                 1995 - 1,035

such carriers by the Company, and are generally received in the first
quarter of each year. In each of the last three years, contingent commissions
have represented less than 3.5% of total revenues.
     Fee revenues are generated primarily by the Service Division of the
Company, which offers administration and benefit consulting services primarily
in the workers' compensation and employee benefit self-insurance markets.
Florida's legislative reform of workers' compensation insurance, as well as
certain market factors, have resulted in increased competition in this service
sector. In response to this increased competition, the Company has offered
value-added services that enabled it to increase 1995 fee revenues over those
recognized in 1994. For the past three years, service fee revenues have ranged
from 9.9% to 11.1% of total commissions and fees.
     Investment income consists primarily of interest earnings on premiums
and advance premiums collected and not immediately remitted to insurance
carriers, with such funds being held in a fiduciary capacity. Investment income
also includes gains and losses realized from the sale of investments, although
in 1995 such sales were minimal and realized gains and losses were immaterial.
In 1994, investment income included a $2,185,000 realized gain from the sale of
a portion of the Company's investment in Rock-Tenn Company ("Rock-Tenn"). The
Company's policy is to invest its available funds in high-quality, fixed-income
investment securities.
     In 1995, total expenses represented 78.1% of total revenues, compared to
79.7% in 1994 and 86.7% in 1993. This improving trend is primarily attributable
to continuing operational efficiencies realized from recent mergers and
acquisitions, expense initiatives resulting in lower employee benefit costs and
reductions of interest expense due to significant repayments of debt.
     The Company anticipates that results of operations for 1996 will
continue to be influenced by these competitive and economic conditions.
     The following discussion and analysis regarding results of operations and
liquidity and capital resources should be considered in conjunction with the
accompanying consolidated financial statements and related notes.


Results of Operations for the years ended December 31, 1995, 1994 and 1993

COMMISSIONS AND FEES  
Commissions and fees increased 6% in 1995, 2% in 1994 and 7% in 1993. Excluding
the effect of acquisitions, commissions and fees increased 3% in 1995 and 4% in
1993. Acquisition activity in 1994 did not have a material impact on
commissions and fees. The 1995 results reflect an increase in commissions for
each of the Company's operating divisions, mainly through new business growth.
In general, property and casualty insurance premium prices remained flat in
1995; however, there were some continued increases in premium rates for coastal
properties as a result of recent hurricanes in Florida. In addition, certain
segments and industries had some increases in insurable exposure units during
1995. Both of these factors, along with the record level of new business,
contributed to the increase in the 1995 Retail Division revenues.
     

                 19  Poe & Brown, Inc.    1995 Annual Report
     

<PAGE>   4
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 
       [CHART 1: Interest Expense as a Percentage of Revenue, by year:]

                                 1990 - 1.9%
                                 1991 - 2.3%
                                 1992 - 2.3%
                                 1993 - 1.8%
                                 1994 - 1.3%
                                 1995 - 0.8%

      [CHART 2: Operating Expense as a Percentage of Revenue, by year:]

                                 1990 - 27.0%
                                 1991 - 25.6%
                                 1992 - 27.5%
                                 1993 - 26.5%
                                 1994 - 22.5%
                                 1995 - 21.6%

INVESTMENT INCOME
Investment income decreased to $3,733,000 in 1995 compared to $5,126,000 in
1994. The 1994 results included a $2,185,000 gain from the sale of
approximately 23% of the Company's investment in the common stock of Rock-Tenn.
This sale was in conjunction with an initial public offering by Rock-Tenn of 
its common stock. The Company continues to own 509,064 shares of common stock 
of Rock-Tenn and has no current plans to sell these shares. Excluding this 
gain, investment income in 1995 increased by $792,000, or 27%, primarily due 
to increased available funds and the implementation of a consolidated cash 
management program which has resulted in improved earnings on cash and cash 
equivalents.


OTHER INCOME
Other income consists primarily of gains and losses from the sale and
disposition of assets. During 1995, gains on the sale of customer accounts were
$590,000, compared to $411,000 in 1994 and $864,000 in 1993.


EMPLOYEE COMPENSATION & BENEFITS 
Employee compensation and benefits increased 5% in 1995, remained constant in
1994 and increased less than 3% in 1993. Excluding acquisitions, employee
compensation and benefits increased 1% in 1995, remained constant in 1994 and
decreased less than 1% in 1993. Employee compensation and benefits, as a
percentage of total revenue, remained constant in 1995 and 1994 at 52%, down
from 54% in 1993. As of December 31, 1995, the Company had 1,035 full-time
equivalent employees, compared to 993 at the beginning of the year. The
increase in personnel in 1995 is primarily related to acquisitions. The 1995
increase in compensation and employee benefits of $2,519,000 is primarily
attributable to the addition of personnel through acquisitions, additional
commission expense as a result of the increased commission and fee revenues,
and additional expense due to the acceleration of vesting of benefits under
certain terminated deferred compensation arrangements effective July 1, 1995.


OTHER OPERATING EXPENSES 
Other operating expenses remained constant in 1995, compared to a decrease of
12% in 1994, as compared to 1993. Excluding acquisitions, operating expenses 
decreased 3% in 1995 and 12% in 1994. The 1994 decrease is primarily 
attributable to approximately $2,500,000 of non-recurring merger and 
combination costs related to the Poe & Associates merger with Brown &
Brown, incurred in 1993, and subsequent improvements in operational 
efficiencies that resulted in decreases to most other operating expenses.


INTEREST AND AMORTIZATION
Interest and amortization decreased $580,000 and $553,000, or 10% and 9%, in
1995 and 1994, respectively, due primarily to a reduction in outstanding debt.


                 20  Poe & Brown, Inc.    1995 Annual Report



<PAGE>   5

INCOME TAXES    
The effective rate on income from operations was 36.6% in 1995, 34.3% in 1994
and 37.8% in 1993. The lower effective tax rates in 1995 and 1994 are
primarily due to the effect of recording a $451,000 and a $700,000 reduction,
respectively, to the general tax reserves, as a result of reaching a settlement
agreement with the Internal Revenue Service ("Service") on the Service's
outstanding examination issues (see below for detailed discussion of  this
adjustment).
     In 1992, the Service completed examinations of the Company's
federal income tax returns for tax years 1988, 1989 and 1990. As a result of
these examinations, the Service issued Reports of Proposed Adjustments
asserting income tax deficiencies which, by including interest and state income
taxes for the periods examined and the Company's estimates of similar
adjustments for subsequent periods through December 31, 1993, would have
totaled $6,100,000. The disputed items related primarily to the deductibility
of amortization of purchased customer accounts of approximately $5,107,000 and
of non-compete agreements of approximately $993,000. In addition, the Service's
report included a dispute regarding the time at which the Company's payments
made, pursuant to certain indemnity agreements, would be deductible for tax
reporting purposes.
     During 1994 and 1995, the Company reached settlement agreements with the
Service with respect to all of the disputed items. In 1994, a partial
settlement was reached. Payments made under this partial settlement
resulted in a $400,000 reduction to the previously established tax reserves.
During 1994, after considering this reduction, the Company reduced the
remaining general tax reserves by $700,000. This decrease was recorded as a
reduction to the 1994 income tax provision.
     In March of 1995, the Company reached an agreement with the Service on all
remaining items. This agreement resulted in payments that reduced the reserve
by approximately $349,000. After considering these reductions, the Company
recorded a $451,000 reduction in the general tax reserve, which was recorded as
a reduction to the 1995 income tax provision.


Liquidity and Capital Resources

The Company's cash and cash equivalents of $28,350,000 at December 31, 1995
increased $5,165,000 from the December 31, 1994 balance of $23,185,000. During
1995, primary sources of cash were $21,208,000 from operating activities,
$1,469,000 from sales of fixed assets and customer accounts and $106,000 from
the exercise of stock options and issuances of common stock. Cash was used
during 1995 primarily for payments on long-term debt of $2,132,000, additions to
fixed assets of $5,321,000, purchases of investments of $1,208,000,
acquisitions of businesses of $6,005,000 and payments of dividends of
$4,149,000.
     The Company's cash and cash equivalents of $23,185,000 at December 31,
1994 decreased $3,947,000 from the December 31, 1993 balance of $27,132,000.
During 1994, primary sources of cash were $10,396,000 from operating activities,
$2,346,000 from sales of investments and $1,687,000 from the exercise of stock
options and issuances of common stock. Cash was used during 1994 primarily for
payments on long-term debt of $12,004,000 and payments of dividends of
$3,542,000.
     The Company's cash and cash equivalents of $27,132,000 at December 31,
1993 increased


                 21  Poe & Brown, Inc.    1995 Annual Report



<PAGE>   6



MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


$8,326,000 from the December 31, 1992 balance of $18,806,000. During 1993,
primary sources of cash were $20,709,000 from operating activities, $427,000
from the sale of fixed assets and customer accounts and $3,833,000 from bank
borrowings. Cash was used during 1993 primarily for payments required under
acquisition-related contingency agreements and for purchases of fixed assets
totaling $3,935,000, repayment of long-term debt of $11,090,000 and payments of
dividends of $2,971,000.
     The Company's working capital ratio was 1.13 to 1.0, 1.10 to 1.0 and 1.03
to 1.0 as of December 31, 1995, 1994 and 1993, respectively. The increase in
the ratio at December 31, 1995 was primarily the result of higher net cash
flows from operations.
     In 1993, the Company entered into a long-term credit facility with a
national banking institution that consisted of two secured term loans
aggregating $7,500,000 that carried interest at the LIBOR rate plus 2%. These
bank term loans were used to replace approximately $3,750,000 of 8.5% notes
held by an insurance company and to fund acquisition contingency payments
finalized in 1993. As of December 31, 1993, all acquisition contingency
agreements had been finalized. This debt was fully retired during 1994.
     The Company has had available an unsecured line of credit with a national
banking institution totaling $3,500,000 since 1991, but that line of credit was
reduced to $2,000,000 in conjunction with the credit facility referred to
above. During 1994, in connection with the repayment of the long-term credit
facility referred to above, the $2,000,000 line of credit was terminated.
     In November 1994, the Company entered into a revolving credit facility
with a national banking association that provides for borrowings of up to
$10,000,000. On borrowings under this facility of less than $1,000,000, the
interest rate is the higher of the prime rate or the federal funds rate plus
 .50%. On borrowings under this facility equal to or in excess of $1,000,000,
the interest rate is LIBOR plus .50% to 1.25%, depending on certain financial
ratios. A commitment fee is assessed in the amount of .25% per annum on the
unused balance. The facility expires in November 1997. No borrowings were
outstanding against this line of credit as of December 31, 1995. Borrowings 
would be secured by substantially all of the assets of the Company, subject to
existing or permitted liens.
     The Company has a credit agreement with a major insurance company under
which $6,000,000 (the maximum amount available for borrowings) was outstanding
at December 31, 1995, at an interest rate equal to the prime rate plus 1%. The
amount available under this facility decreases by $1,000,000 each August,
through the year 2001, when it will expire.
     The Company believes that its existing cash, cash equivalents, short-term
investment portfolio, funds generated from operations and the availability of
the bank line of credit will be sufficient to satisfy its normal financial
needs through at least the end of 1996.




                 22  Poe & Brown, Inc.    1995 Annual Report



<PAGE>   7


CONSOLIDATED STATEMENTS OF INCOME



<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                             ---------------------------
(in thousands, except per share data)                             1995     1994     1993
- ----------------------------------------------------------------------------------------
<S>                                                           <C>       <C>      <C>
REVENUES
Commissions and fees                                          $101,998  $95,852  $94,420
Investment income                                                3,733    5,126    2,061
Other income                                                       634      602    1,340
                                                              --------  -------  -------
    Total revenues                                             106,365  101,580   97,821
                                                              --------  -------  -------
EXPENSES
Employee compensation and benefits                              55,073   52,554   52,699
Other operating expenses                                        22,951   22,848   25,930
Interest and amortization                                        5,012    5,592    6,145
                                                              --------  -------  -------
    Total expenses                                              83,036   80,994   84,774
                                                              --------  -------  -------

Income before income taxes                                      23,329   20,586   13,047
Income taxes                                                     8,530    7,067    4,929
                                                              --------  -------  -------
Net income                                                     $14,799  $13,519   $8,118
                                                              ========  =======  =======
Net income per share                                             $1.70    $1.56    $0.95
                                                              ========  =======  =======
Weighted average number of shares outstanding                    8,699    8,670    8,571
                                                              ========  =======  =======
</TABLE>



See notes to consolidated financial statements.


                 23  Poe & Brown, Inc.    1995 Annual Report



<PAGE>   8


CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
                                                                   ----------------------
(in thousands, except per share data)                                      1995      1994
- -----------------------------------------------------------------------------------------
<S>                                                                <C>           <C>
ASSETS
Cash and cash equivalents                                              $ 28,350  $ 23,185
Short-term investments                                                    1,308       787
Premiums, commissions and fees receivable, less allowance
    for doubtful accounts of  $100 at 1995 and $69 at 1994               56,553    56,784
Other current assets                                                      6,336     6,779
                                                                       --------   -------
    Total current assets                                                 92,547    87,535

Fixed assets, net                                                        10,412     8,330
Intangibles, net                                                         36,613    32,973
Investments                                                               8,473     9,274
Other assets                                                              3,076     2,868
                                                                       --------  --------
    Total assets                                                       $151,121  $140,980
                                                                       ========  ========

LIABILITIES
Premiums payable to insurance companies                                $ 64,588  $ 63,195
Premium deposits and credits due customers                                6,070     6,970
Accounts payable and accrued expenses                                     9,417     8,302
Current portion of long-term debt                                         1,768     1,434
                                                                       --------  --------
    Total current liabilities                                            81,843    79,901

Long-term debt                                                            7,023     7,430
Deferred income taxes                                                     1,502     3,778
Other liabilities                                                         6,341     5,765
                                                                       --------  --------
    Total liabilities                                                    96,709    96,874
                                                                       --------  --------

SHAREHOLDERS' EQUITY
Common stock, par value $.10 per share; authorized 18,000 shares;
    issued 8,682 shares at 1995 and 8,635 shares at 1994                    868       864
Additional paid-in capital                                                2,614     2,241
Retained earnings                                                        46,094    35,660
Net unrealized appreciation of available-for-sale securities,
    net of tax effect of $3,027 at 1995 and $3,344 at 1994                4,836     5,341
                                                                       --------  --------
    Total shareholders' equity                                           54,412    44,106
                                                                       --------  --------
    Total liabilities and shareholders' equity                         $151,121  $140,980
                                                                       ========  ========
</TABLE>



See notes to consolidated financial statements.


                 24  Poe & Brown, Inc.    1995 Annual Report



<PAGE>   9


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY





<TABLE>
<CAPTION>
                                        --------------------------------------------------------------------------------------
                                         COMMON STOCK  ADDITIONAL             NET UNREALIZED        TREASURY STOCK
                                                        PAID-IN    RETAINED    APPRECIATION
(in thousands, except per share data)   SHARES  AMOUNT  CAPITAL    EARNINGS   (DEPRECIATION)      SHARES       AMOUNT    TOTAL
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>    <C>     <C>        <C>          <C>                <C>         <C>       <C>

BALANCE, JANUARY 1, 1993                8,539   $ 854   $1,125     $20,736      $       -          161         $(1,483)  $21,232

Net income                                                           8,118                                                 8,118

Issued for stock option plans                                                           
  and employee stock purchase plans        11       1       13                                    (116)            677       691

Tax benefit from sale of option                                                         
  shares by employees                                      176                                                               176

Cash dividends paid ($.40 per share)                                (2,971)                                               (2,971)
                                        -----   -----   ------     -------      ---------          ----        -------   -------
                                                                                        
BALANCE, DECEMBER 31, 1993              8,550     855    1,314      25,883              -           45            (806)   27,246

Net income                                                          13,519                                                13,519

Issued for stock option plans                                                           
  and employee stock purchase plans        85       9      872                                     (45)            806     1,687

Tax benefit from sale of option                                                         
  shares by employees                                       55                                                                55

Cumulative effect of change in                                                          
  accounting principle (see Note 1)                                                    23                                     23

Net increase in unrealized appreciation                                                 
  of available-for-sale securities                                                  5,318                                  5,318

Partnership distributions for                                                           
  Insurance West                                                      (200)                                                 (200)

Cash dividends paid ($.42 per share)                                (3,542)                                               (3,542)
                                        -----    -----  ------      ------      ---------         ----         -------    ------
                                                                                        
BALANCE, DECEMBER 31, 1994              8,635     864    2,241      35,660          5,341            -               -    44,106

Net income                                                          14,799                                                14,799

Acquired and issued for stock                                                           
  option plans and employee stock                                                       
  purchase plans                           47       4      318       (216)                                                   106

Tax benefit from sale of option                                                         
  shares by employees                                       55                                                                55

Net decrease in unrealized appreciation                                                 
  of available-for-sale securities                                                   (505)                                  (505)

Cash dividends paid ($.48 per share)                               (4,149)                                                (4,149)
                                       ------    ----   ------    -------       ---------         ----         -------    ------    

BALANCE, DECEMBER 31, 1995              8,682    $868   $2,614    $46,094        $  4,836            -         $     -   $54,412
                                       ======    ====   ======    =======       =========         ====         =======   =======
</TABLE>



See notes to consolidated financial statements.





                 25   Poe & Brown, Inc.    1995 Annual Report



<PAGE>   10


CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                                          YEAR ENDED DECEMBER 31,
                                                                                        ---------------------------
(in thousands)                                                                             1995      1994      1993
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>      <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income                                                                              $14,799   $13,519    $8,118

Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                                                         6,487     6,398     7,030
    Provision for doubtful accounts                                                          31        19       562
    Deferred income taxes                                                                (2,191)   (1,173)      499
    Net gains on sales of investments, fixed assets and
         customer accounts                                                                 (537)   (2,231)     (864)
    Premiums, commissions and fees receivable decrease (increase)                           200    (2,374)    1,982
    Other assets decrease (increase)                                                        235    (2,439)      805
    Premiums payable to insurance companies increase (decrease)                           1,393    (3,951)    4,657
    Premium deposits and credits due customers (decrease) increase                         (900)    1,919      (471)
    Accounts payable and accrued expenses increase (decrease)                             1,115      (683)   (2,821)
    Other liabilities increase                                                              576     1,392     1,212
                                                                                       --------   -------   -------
  Net cash provided by operating activities                                              21,208    10,396    20,709
                                                                                       --------   -------   -------
CASH FLOWS FROM INVESTING ACTIVITIES

Additions to fixed assets                                                                (5,321)   (2,400)   (1,815)
Payments for businesses acquired, net of cash acquired                                   (6,005)   (1,382)   (2,120)
Proceeds from sales of fixed assets and customer accounts                                 1,469     1,337       427
Purchases of  investments                                                                (1,208)     (187)      (93)
Proceeds from sales of investments                                                          642     2,346       709
Other investing activities, net                                                               -       (53)     (130)
                                                                                        -------   -------   -------
Net cash used in investing activities                                                   (10,423)     (339)   (3,022)
                                                                                        -------   -------   -------
CASH FLOWS FROM FINANCING ACTIVITIES

Payments on long-term debt                                                               (2,132)  (12,004)  (11,090)
Proceeds from long-term debt                                                                500         -     3,833
Exercise of stock options, issuances of stock and treasury stock sales                      106     1,687       691
Tax benefit from sale of option shares by employees                                          55        55       176
Partnership distributions                                                                     -      (200)        -
Cash dividends paid                                                                      (4,149)   (3,542)   (2,971)
                                                                                        -------   -------   -------
Net cash used in financing activities                                                    (5,620)  (14,004)   (9,361)
                                                                                        -------   -------   -------

Net increase (decrease) in cash and cash equivalents                                      5,165    (3,947)    8,326
Cash and cash equivalents at beginning of period                                         23,185    27,132    18,806
                                                                                       --------   -------   -------
Cash and cash equivalents at end of period                                              $28,350   $23,185   $27,132
                                                                                       ========   =======   =======
</TABLE>



See notes to consolidated financial statements.


                 26  Poe & Brown, Inc.    1995 Annual Report



<PAGE>   11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

NATURE OF OPERATIONS   Poe & Brown, Inc. (the "Company") is a diversified
insurance brokerage and agency that markets and sells primarily property and
casualty insurance products and services to its clients. The Company's business
is divided into four divisions: the Retail Division, which markets and sells a
broad range of insurance products to commercial, professional and individual
clients; the National Programs Division, which develops and markets proprietary
professional liability, property, casualty and life and health insurance
programs to members of various professional and trade groups through
independent agencies; the Service Division, which provides insurance-related
services, such as third-party administration and consultation for workers'
compensation and employee benefit self-insurance markets; and the Brokerage
Division, which markets and sells excess and surplus commercial insurance
primarily through independent agents and brokers.

PRINCIPLES OF CONSOLIDATION   The accompanying consolidated financial
statements include the accounts of Poe & Brown, Inc. and its subsidiaries.
All significant intercompany account balances and transactions have been
eliminated in consolidation.

REVENUE RECOGNITION   Commissions relating to the brokerage and agency
activity, whereby the Company has primary responsibility for the collection of
premiums from insureds, are generally recognized as of the latter of the
effective date of the insurance policy or the date billed to the customer.
Commissions to be received directly from insurance companies are generally
recognized when determined. Subsequent commission adjustments, such as policy
endorsements, are recognized upon notification from the insurance companies.
Commission revenues are reported net of sub-broker commissions. Contingent
commissions from insurance companies are recognized when received. Fee income
is recognized as services are rendered.

USE OF ESTIMATES   The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS   Cash and cash equivalents principally consist of
demand deposits with financial institutions and highly liquid investments
having maturities of three months or less when purchased. Premiums received
from insureds, but not yet remitted to insurance carriers, are held in cash and
cash equivalents in a fiduciary capacity.

PREMIUMS, COMMISSIONS AND FEES RECEIVABLE   In its capacity as an insurance
broker or agent, the Company typically collects premiums from insureds and,
after deducting its authorized commission, remits the premiums to the
appropriate


                 27  Poe & Brown, Inc.    1995 Annual Report


<PAGE>   12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

insurance companies. In other circumstances, the insurance companies collect
the premiums directly from the insureds and remit the applicable commissions to
the Company. Accordingly, as reported in the Consolidated Balance Sheets,
"premiums" are receivable from insureds and "commissions" are receivable from
insurance companies. "Fees" are receivable primarily from customers of the
Service Division.

INVESTMENTS   Effective January 1, 1994, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." Under these rules, the Company's
marketable equity security investments have been classified as
"available-for-sale" and are reported at estimated fair value, with the
unrealized gains and losses, net of tax, reported as a separate component of
shareholders' equity. Realized gains and losses and declines in value judged to
be other-than-temporary on available-for-sale securities are included in
investment income. The cost of securities sold is based on the specific
identification method. Interest and dividends on securities classified as
available-for-sale are included in investment income.
     Nonmarketable equity securities and certificates of deposit having 
maturities of more than three months when purchased are reported at cost, 
adjusted for other-than-temporary market value declines. 
     Application of SFAS No. 115 resulted in net unrealized gains reported 
in shareholders' equity of $4,836,000 in 1995 and $5,341,000 in 1994, net of 
deferred income taxes of $3,027,000 and $3,344,000, respectively. The adoption 
of this Statement resulted in an increase of $23,000 to shareholders' equity 
as of January 1, 1994, net of $15,000 in deferred taxes.
     As of January 1, 1994, the Company owned 659,064 shares of common stock of
Rock-Tenn Company ("Rock-Tenn") with an aggregate cost of $565,000. As of that
date, the common stock of Rock-Tenn was not publicly traded and, therefore, had
no readily determinable market value. However, on March 3, 1994, the common
stock of Rock-Tenn was registered with the Securities and Exchange Commission
and began trading on the Nasdaq over-the-counter securities market at the
initial public offering price of $16.50 per share. As part of the initial
public offering of Rock-Tenn's common stock, the Company sold 150,000 shares of
its investment in this stock and reported a net after-tax gain of $1,342,000 in
the first quarter of 1994. The remaining 509,064 shares of Rock-Tenn common
stock held by the Company have been classified as non-current,
available-for-sale securities as of December 31, 1995 and 1994. The Company has
no current plans to sell these shares.

FIXED ASSETS   Fixed assets are stated at cost. Expenditures for improvements
are capitalized and expenditures for maintenance and repairs are charged to
operations as incurred. Upon sale or retirement, the cost and related
accumulated depreciation and amortization are removed from the accounts and the
resulting gain or loss, if any, is reflected in income. Depreciation has been
provided using principally the straight-line method over the estimated useful
lives of the related assets, which range from three to ten years. Leasehold
improvements are amortized on the straight-line method over the term of the
related leases.


                 28  Poe & Brown, Inc.    1995 Annual Report


<PAGE>   13

INTANGIBLES   Intangible assets are stated at cost less accumulated
amortization and principally represent purchased customer accounts, non-compete
agreements, purchased contract agreements and the excess of costs over the
fair value of identifiable net assets acquired (goodwill). Purchased customer
accounts, non-compete agreements and purchased contract agreements are being
amortized on a straight-line basis over the related estimated lives and
contract periods, which range from four to 15 years. Goodwill is being
amortized on a straight-line basis for periods ranging from 15 to 40 years.
Purchased customer accounts are records and files obtained from acquired
businesses that contain information on insurance policies and the related
insured parties that is essential to policy renewals. 
     The carrying value of intangibles, corresponding with each agency
division comprising the Company, is periodically reviewed by management to
determine if the facts and circumstances suggest that they may be impaired. In
the insurance brokerage and agency industry, it is common for agencies or
customer accounts to be acquired at a price determined as a multiple of the
corresponding revenues. Accordingly, the Company assesses the carrying value of
its intangibles by comparison to a reasonable multiple applied to corresponding
revenues and considers the operating cash flow generated by the corresponding
agency division. Any impairment identified through this assessment may require
that the carrying value of related intangibles be adjusted.

INCOME TAXES   The Company files a consolidated federal income tax return.
Deferred income taxes are provided for in the consolidated financial statements
and relate principally to expenses charged to income for financial reporting
purposes in one period and deducted for income tax purposes in other periods,
unrealized appreciation of available-for-sale securities and basis differences
of intangible assets.

NET INCOME PER SHARE   Net income per share is based on the weighted average
number of shares outstanding, adjusted for the dilutive effect of stock
options, which is the same on both a primary and fully-diluted basis.


Note 2 - Mergers

On April 28, 1993, Poe & Associates, Inc. ("Poe") issued 3,013,975 shares of
its common stock in exchange for all of the outstanding common stock of Brown &
Brown, Inc. ("Brown"), a closely-held general insurance agency headquartered in
Daytona Beach, Florida.  Subsequent to that transaction, the Company's name was
changed to Poe & Brown, Inc.
     On November 11, 1993, the Company issued 124,736 shares of its common
stock in exchange for all of the outstanding common stock of Arch-Holmes
Insurance, Inc. ("Arch-Holmes"), a closely-held general insurance agency
headquartered in Hollywood, Florida.
     Each of these transactions was accounted for as a pooling-of-interests
and, accordingly, the Company's consolidated financial statements have been
restated for all periods prior to the mergers to include the results of
operations, financial positions and cash flows of Brown and Arch-Holmes. To
conform to Poe's year end, the fiscal year ends for Brown and Arch-Holmes were
changed to December 31, effective on each of the respective merger dates.


                 29  Poe & Brown, Inc.    1995 Annual Report


<PAGE>   14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The following table reflects the 1993 individual company operating results
of Poe, Brown and Arch-Holmes.  Amounts pertaining to Brown and Arch-Holmes for
1993 reflect their respective operating results up to their dates of merger.


<TABLE>
<CAPTION>
                            -----------------------------------------------
      (in thousands)            POE        BROWN    ARCH-HOLMES    COMBINED
      ---------------------------------------------------------------------
      <S>                   <C>          <C>           <C>        <C>
      1993
      Revenues              $ 81,099     $ 13,488      $ 1,265     $ 95,852
      Net income (loss)        7,012        1,145          (39)       8,118
                            ========     ========      =======     ========
</TABLE>


Effective March 1, 1995, the Company issued 146,300 shares of its common stock
in exchange for all of the partnership interest in Insurance West, a Phoenix,
Arizona general insurance agency.  The merger has been accounted for as a
pooling-of-interests and, accordingly, the Company's consolidated financial
statements have been restated for all periods prior to the merger to include
the results of operations, financial positions and cash flows of Insurance
West.  The individual company operating results of Insurance West prior to the
date of the merger are not material to the Company's consolidated operating
results.


Note 3 - Acquisitions

During 1995, the Company acquired four general insurance agencies, an insurance
brokerage firm and several books of business (customer accounts) which were
accounted for as purchases.  The total cost of these acquisitions was
$7,250,000, including $5,715,000 of cash payments and notes payable of
$1,535,000.  The excess of the total purchase price over the fair value of net
tangible assets acquired of approximately $7,225,000 was assigned to purchased
customer accounts, goodwill and other intangible assets.
     During 1994, the Company acquired the assets of three insurance agencies
for an aggregate cost of $656,000.  Substantially all of this cost was assigned
to purchased customer accounts, non-compete agreements and goodwill.  The
Company had no acquisitions during 1993 accounted for as purchases.
     Additional or return consideration resulting from acquisition contingency
provisions are recorded as adjustments to intangibles when they occur. Certain
contingency payments relating to these acquisitions were finalized in 1993,
resulting in a net increase to the original combined purchase price of
$5,893,000.  The results of operations of the acquired companies have been
included in the consolidated financial statements from their respective
acquisition dates.  Pro forma results of operations of the Company for the
years ended December 31, 1995 and 1994, including 1995 and 1994 acquisitions as
though they occurred on January 1, 1995 and 1994, respectively, were not
materially different from the results of operations as reported.


                 30  Poe & Brown, Inc.    1995 Annual Report


<PAGE>   15

Note 4 - Investments

Investments at December 31 consisted of the following:



<TABLE>
<CAPTION>
                                                                                 1995
                                                                            CARRYING VALUE
                                                                      ---------------------------
(in thousands)                                                         CURRENT        NON-CURRENT
- -------------------------------------------------------------------------------------------------
<S>                                                                    <C>                <C>
Available-for-sale marketable equity securities                        $   287            $ 8,272

Nonmarketable equity securities and certificates of deposit              1,021                201
                                                                       -------            -------
   Total investments                                                   $ 1,308            $ 8,473
                                                                       =======            =======

<CAPTION>
                                                                                 1994
                                                                            CARRYING VALUE
                                                                      ---------------------------
(in thousands)                                                         CURRENT        NON-CURRENT
- -------------------------------------------------------------------------------------------------
<S>                                                                    <C>                <C>
Available-for-sale marketable equity securities                       $   317             $ 9,163

Nonmarketable equity securities and certificates of deposit               470                 111
                                                                      -------             -------

    Total investments                                                 $   787             $ 9,274
                                                                      =======             =======
</TABLE>


Available-for-sale securities at December 31 consisted of the following:


<TABLE>
<CAPTION>
                                            -------------------------------------------------------
                                                              GROSS         GROSS
                                                            UNREALIZED    UNREALIZED     ESTIMATED
(in thousands)                                COST            GAINS         LOSSES       FAIR VALUE
- ---------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>              <C>            <C>
Marketable Equity Securities:

1995                                        $  732          $ 7,855          $  28          $ 8,559

1994                                        $  795          $ 8,739          $  54          $ 9,480
                                            ======          =======          =====          =======
</TABLE>


Proceeds from sales of available-for-sale securities totaled $329,000 in 1995,
resulting in gross realized gains and losses of $42,000 and $41,000
respectively. In 1994, the Company's proceeds from sales of available-for-sale
securities totaled $2,314,000, from which $2,185,000 of gross gains were
realized.
     Cash, cash equivalents, investments, premiums and commissions receivable,
premiums payable to insurance companies, premium deposits and credits
due customers, accounts payable and accrued expenses and long-term debt
are considered financial instruments. The carrying amount for each of these
items at December 31, 1995 approximates its fair value.


                 31  Poe & Brown, Inc.    1995 Annual Report


<PAGE>   16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - Fixed Assets

Fixed assets at December 31 are summarized as follows:


<TABLE>
<CAPTION>                                                              
                                                     ---------------------
(in thousands)                                         1995         1994
- --------------------------------------------------------------------------
<S>                                                  <C>         <C>
Furniture, fixtures and equipment                    $ 20,153     $ 17,180

Land, buildings and improvements                          672        1,349

Leasehold improvements                                    644        1,564
                                                     --------     --------

                                                     $ 21,469     $ 20,093

Less accumulated depreciation and amortization         11,057       11,763
                                                     --------     --------

                                                     $ 10,412     $  8,330
                                                     ========     ========
</TABLE>


Depreciation and amortization expense amounted to $2,352,000 in 1995,
$2,132,000 in 1994 and $2,650,000 in 1993.


Note 6 - Intangibles

Intangibles at December 31 were comprised of the following:


<TABLE>
<CAPTION>
                                                     --------------------
(in thousands)                                         1995         1994
- -------------------------------------------------------------------------
<S>                                                  <C>         <C>
Purchased customer accounts                          $ 32,244    $ 26,999

Non-compete agreements                                 10,996       9,706

Goodwill                                               20,358      19,431

Purchased contract agreements                           1,102         789
                                                     --------    --------

                                                       64,700      56,925

Less accumulated amortization                          28,087      23,952
                                                     --------    --------

                                                     $ 36,613    $ 32,973
                                                     ========    ========
</TABLE>



Amortization expense amounted to $4,135,000 in 1995, $4,266,000 in 1994 and
$4,380,000 in 1993.


                 32  Poe & Brown, Inc.    1995 Annual Report


<PAGE>   17

Note 7 - Long-Term Debt

Long-term debt at December 31 consisted of the following:



<TABLE>
<CAPTION>
                                                     -------------------
(in thousands)                                         1995        1994
- ------------------------------------------------------------------------
<S>                                                  <C>         <C>
Long-term credit agreement                           $ 6,000     $ 7,000

Notes payable from treasury stock purchases            1,422       1,662

Acquisition notes payable                              1,350           -

Other notes payable                                       19         202
                                                     -------     -------

                                                       8,791       8,864

Less current portion                                   1,768       1,434
                                                     -------     -------

Long-term debt                                       $ 7,023     $ 7,430
                                                     =======     =======
</TABLE>


In 1991, the Company entered into a long-term credit agreement with a
major insurance company that made available $10,000,000 at an interest rate
equal to the prime rate plus 1% (9.5% at December 31, 1995). The amount of
available credit decreases by $1 million each August through the year 2001, when
it will expire. This credit agreement requires the Company to maintain certain
financial ratios and comply with certain other covenants. 
        In November 1994, the Company entered into a revolving credit facility
with a national banking association that provides for borrowings of up to
$10,000,000. On borrowings under this facility of less than $1,000,000, the
interest rate is the higher of the prime rate or the federal funds rate plus
 .50%. On borrowings under this facility equal to or in excess of $1,000,000, the
interest rate is LIBOR plus .50% to 1.25%, depending on certain financial
ratios. A commitment fee is assessed in the amount of .25% per annum on the
unused balance. The facility expires in November 1997. No borrowings were
outstanding against this line of credit as of December 31, 1995 and 1994.
Borrowings would be secured by substantially all of the assets of the Company,
subject to existing or permitted liens. 
        Treasury stock notes payable are due to various individuals for the
redemption of Brown & Brown, Inc. stock. These notes bear no interest and have
maturities ranging from calendar years ending 1997 to 2001. These notes have 
been discounted at effective yields ranging from 8.5% to 9.2% for presentation 
in the consolidated financial statements. 
        Acquisition notes payable represents debt incurred to former owners of
certain agencies acquired in 1995. These notes, including future contingent
payments, are payable in monthly and annual installments through 1998, including
interest ranging from 5% to 6%. 
        Maturities of long-term debt for succeeding years are $1,768,000 in
1996, $1,810,000 in 1997, $1,564,000 in 1998, $1,254,000 in 1999, $1,257,000 in
2000 and a total of $1,138,000 thereafter. 
        Interest expense included in the consolidated statements of income was
$877,000 in 1995, $1,326,000 in 1994 and $1,765,000 in 1993.


                 33  Poe & Brown, Inc.    1995 Annual Report


<PAGE>   18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 - Commitments and Contingencies

The Company leases facilities and certain items of office equipment under
noncancelable operating lease arrangements expiring on various dates through
2005. These occupancy leases generally contain renewal options and escalation
clauses based on increases in the lessors' operating expenses and other charges.
The Company anticipates that most of these leases will be renewed or replaced
upon expiration. At December 31, 1995, the aggregate future minimum lease
payments under all noncancelable lease agreements are as follows:



<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,                    (in thousands)
- ----------------------------------------------------------
<S>                                               <C>
1996                                              $  3,633
1997                                                 3,573
1998                                                 3,346
1999                                                 3,330
2000                                                 2,997
Thereafter (2001-2005)                               8,258
                                                  --------

Total minimum future lease payments               $ 25,137
                                                  ========
</TABLE>


Rental expense in 1995, 1994 and 1993 for operating leases totaled $4,785,000,
$4,269,000 and $4,594,000, respectively.
        The Company is not a party to any legal proceedings other than various
claims and lawsuits arising in the normal course of business. Management of the
Company does not believe that any such claims or lawsuits will have a material
effect on the Company's financial condition or results of operations.


Note 9 - Income Taxes

Effective January 1, 1993, the Company changed its method of accounting for
income taxes from the deferred method to the liability method required by
Financial Accounting Standards Board Statement No. 109, "Accounting for Income
Taxes." The cumulative effect of adopting Statement No. 109 as of January 1,
1993 was to increase net income by $119,000.
        At December 31, 1995, the Company had net operating loss carryforwards
of $850,000 for income tax reporting purposes that expire in the years 1996
through 2002. These carryforwards were derived from agency acquisitions by the
Company beginning in 1985. For financial reporting purposes, a valuation
allowance of $38,000 has been recognized to offset the deferred tax assets
related to these carryforwards.


                 34  Poe & Brown, Inc.    1995 Annual Report


<PAGE>   19

        Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the corresponding amounts used for income tax reporting
purposes. Significant components of the Company's deferred tax liabilities and
assets as of December 31, were as follows:


<TABLE>
<CAPTION>
                                                                                               ------------------------------
(in thousands)                                                                                   1995                   1994
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>                    <C>    
Deferred tax liabilities:

    Fixed assets                                                                               $   577                $   444

    Net unrealized appreciation of available-for-sale securities                                 3,027                  3,344

    Installment sales                                                                              204                    296

    Prepaid insurance and pension                                                                  769                    666

    Intangible assets                                                                               32                    628

    General tax reserves                                                                             -                    800

    Other                                                                                            -                    239
                                                                                               -------                -------

Total deferred tax liabilities                                                                   4,609                  6,417
                                                                                               -------                -------

Deferred tax assets:

    Deferred compensation                                                                        1,269                  1,062

    Accruals and reserves                                                                        1,376                  1,250

    Net operating loss carryforwards                                                               327                    327

    Other                                                                                          173                     38

    Valuation allowance for deferred tax assets                                                    (38)                   (38)
                                                                                               -------                -------

Total deferred tax assets                                                                        3,107                  2,639
                                                                                               -------                -------

Net deferred tax liabilities                                                                   $ 1,502                $ 3,778
                                                                                               =======                =======
</TABLE>


Significant components of the provision (benefit) for income taxes are as 
follows:


<TABLE>
<CAPTION>
                                                                          ---------------------------------------------------
(in thousands)                                                            1995                   1994                   1993
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>                    <C>
Current:

    Federal                                                            $  9,374               $  7,237               $  3,728

    State                                                                 1,347                  1,003                    702
                                                                       --------               --------               --------

Total current provision                                                  10,721                  8,240                  4,430
                                                                       --------               --------               --------
Deferred:

    Federal                                                              (2,037)                (1,076)                   419

    State                                                                  (154)                   (97)                    80
                                                                       --------               --------               --------

Total deferred (benefit) provision                                       (2,191)                (1,173)                   499
                                                                       --------               --------               --------

Total tax provision                                                    $  8,530               $  7,067               $  4,929
                                                                       ========               ========               ========
</TABLE>



                  35  Poe & Brown, Inc.    1995 Annual Report

<PAGE>   20


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   

        A reconciliation of the differences between the effective tax
rate and the federal statutory tax rate is as follows:



<TABLE>
<CAPTION>
                                                 --------------------------
                                                 1995       1994       1993
           <S>                                   <C>        <C>        <C>
- ---------------------------------------------------------------------------
           Federal statutory tax rate            35.0%      35.0%      34.2%

           State income taxes, net of federal
               income tax benefit                 3.5        2.8        3.6

           Interest exempt from taxation
               and dividend exclusion            (0.4)      (0.3)      (0.3)

           Non-deductible goodwill amortization   0.7        0.7        1.2

           Internal Revenue Service examination  (1.9)      (3.4)         -

           Other, net                            (0.3)      (0.5)      (0.9)
                                                 -----      -----      -----
           Effective tax rate                    36.6%      34.3%      37.8%
                                                 =====      =====      =====
</TABLE>


        
        Income taxes payable as of December 31, 1995 were $425,000 and are
reported as a component of accounts payable and accrued expenses. Income taxes
receivable as of December 31, 1994 were $894,000 and were reported as a
component of other current assets. 

        In 1992, the Internal Revenue Service ("Service") completed 
examinations of the Company's federal income tax returns for tax years 1988, 
1989 and 1990. As a result of its examinations, the Service issued Reports of
Proposed Adjustments, asserting income tax deficiencies which, by including
interest and state income taxes for the periods examined and the Company's
estimates of similar tax adjustments for subsequent periods through December 31,
1993, would total $6,100,000. The disputed issues related primarily to the
deductibility of amortization of purchased customer accounts of approximately 
$5,107,000 and of non-compete agreements of approximately $993,000. In 
addition, the Service's report included a dispute regarding the timing at 
which the Company's payments made, pursuant to certain indemnity agreements, 
would be deductible for tax reporting purposes. 

        During 1994, the Company reached a settlement with the Service with
respect to certain of the disputed amortization items and the indemnity
agreement payment issue. This settlement reduced the total remaining asserted
income tax deficiencies to approximately $2,800,000. Based on this settlement
and review of the remaining unsettled items, the Company reduced its general
income tax reserves to $800,000, which was sufficient to cover its ultimate
liability resulting from the settlement of the remaining items. Accordingly,
after taking into consideration a $400,000 reduction of the reserve resulting
from payments under the partial settlement agreement, during 1994 the Company
recorded a $700,000 adjustment to decrease the originally established reserves
of $1,900,000. This decrease was recorded as a reduction to the current income
tax provision.                                              



                  36 Poe & Brown, Inc.    1995 Annual Report




<PAGE>   21


        In March of 1995, the Company reached a settlement with  the Service on
all remaining items. The settlement resulted in   payments of approximately
$349,000 that reduced the recorded  reserve. With all disputed items settled,
the Company recorded  a $451,000 reduction in the general tax reserve, which is 
recorded as a reduction to the 1995 income tax provision. 
                                                                               
                                                                               
Note 10 - Employee Benefit Plans                                               
                                                                               
The Company maintains a defined benefit pension plan covering  substantially
all previous Poe & Associates, Inc. employees  with one or more years of
service. The benefits are based on  years of service and compensation during
the period of  employment. Annual contributions are made in conformity with 
minimum funding requirements and maximum deductible  limitations. On April 1,
1995, the defined benefit pension  plan was amended to freeze the accrual of
further benefits.  The impact of this amendment on the defined benefit pension 
plan's liabilities was not material.  
        The plan's funded status and amounts recognized in the  Company's 
consolidated balance sheets are as follows: 



<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                                  -----------------------------
(in thousands)                                                        1995             1994
- ----------------------------------------------------------------------------------------------- 
<S>                                                               <C>                <C>        
Actuarial present value of benefit obligations:                                                 

Accumulated benefit obligations, including vested benefits                                      
    of $2,322 in 1995 and $3,642 in 1994                          $  (2,326)         $  (3,793) 
                                                                  ==========         ==========     
                                                                                                
Projected benefit obligations for service rendered to date        $  (2,326)         $  (3,808) 
                                                                                                
Plan assets at fair value, principally consisting of a group                                    
    annuity contract                                                  2,237              3,787  
                                                                  ----------         ----------     
Excess (deficit) of plan assets over (under) projected                                          
    benefit obligations                                                 (89)               (21) 
                                                                                                
Unrecognized net excess of plan assets under previously                                         
    accrued but unfunded pension costs, to be amortized                 255                583  
                                                                  ----------         ----------     
Net prepaid pension costs                                         $     166          $     562  
                                                                  ==========         ==========     
</TABLE>





The following assumptions were used in determining the actuarial present value 
of the benefit obligations and pension costs: 



<TABLE>
<CAPTION>
                                           
                                           YEAR ENDED DECEMBER 31,
                                           ------------------------------------------
                                               1995               1994           1993
- -------------------------------------------------------------------------------------
 <S>                                           <C>                <C>            <C>  
 Discount rate                                 7.5%               7.5%           7.5% 

 Long-term rate for compensation increase      3.5%               3.5%           3.5% 

 Long-term rate of return on plan assets       8.0%               8.0%           8.0% 
                                            -------             ------         ------
</TABLE>



                  37 Poe & Brown, Inc.    1995 Annual Report




<PAGE>   22


Pension costs included in the Company's consolidated statements of income are 
comprised of the following:                  
                                                                      



<TABLE>
<CAPTION>
                                                YEAR ENDED DECEMBER 31,
                                         -----------------------------------
      (in thousands)                       1995         1994          1993
      ----------------------------------------------------------------------
      <S>                                <C>          <C>           <C>
      Service cost                       $    63      $    91       $   221

      Interest cost                          215          304           232

      Actual return on assets               (318)         113          (284)

      Net amortization and deferral          166         (407)          (39)
                                         -------      -------       -------
      Net pension cost                   $   126      $   101       $   130
                                         =======      =======       =======
</TABLE>



During 1994, the defined benefit pension plan was converted to a cash balance
plan. The impact of this change on the plan costs and plan liabilities was not
material.                      
                                                                
The Company has an Employee Stock Purchase Plan, under which all eligible
employees may subscribe to purchase shares of the Company's common stock at 85%
of the lesser of the market value of such shares at the beginning or the end of
the subscription period. Payment is made through payroll deductions, not to
exceed 10% of base pay, over the 12-month subscription period. The common 
shares are issued at the end of the purchase period. During 1995, the 
shareholders approved the authorization of 150,000 additional shares of common
stock to be used for issuance under this program. Accordingly, at 
December 31, 1995, a total of 115,534 shares were authorized and reserved for
future issuance relating to this program.        

The Company has a Deferred Savings and Profit Sharing Plan (401(k)) covering
substantially all employees with one year of service. Under this plan, the
Company makes contributions equal to that of the participants', subject to a
maximum of 2.5% of a participant's salary. Further, the Company provides for a
discretionary profit sharing contribution for all eligible employees. The
Company's contributions to the plan totaled $1,334,000 in 1995, $1,208,000 in
1994 and $1,085,000 in 1993.


                  38 Poe & Brown, Inc.    1995 Annual Report




<PAGE>   23


Note 11 - Stock Option Plans

The Company has adopted stock option plans which provide for the granting to
key employees options to purchase shares of its common stock. The following
schedule summarizes the transactions from 1993 through 1995 pertaining to these
plans:



<TABLE>
<CAPTION>
                                 -----------------------------------------     
                                   NUMBER OF             PER SHARE
                                OPTION SHARES        OPTION PRICE RANGE
- --------------------------------------------------------------------------      
<S>                                <C>             <C>       <C>    <C>   
Outstanding, January 1, 1993        299,640        $6.00     -      $14.75

    Exercised                      (129,462)        6.00     -        9.45  
    Canceled                         (9,936)        7.60
                                   --------        -----------------------
Outstanding, December 31, 1993      160,242         6.00     -       14.75

    Exercised                       (65,173)        6.00     -       14.75  
    Canceled                         (8,689)        7.60     -       14.75
                                   --------        -----------------------
Outstanding, December 31, 1994       86,380         7.60
                                             
    Exercised                       (60,399)        7.60                     
    Canceled                        (10,601)        7.60
                                   --------        -----------------------
Outstanding December 31, 1995        15,380        $7.60
                                   ========        =======================
</TABLE>
                                                              
                                                   


All options outstanding as of December 31, 1995 are exercisable. At December
31, 1995, a total of 285,745 shares of common stock were reserved for future
issuance relating to these plans.                    
                                                                               
                                                                               
Note 12 - Supplemental Disclosures of Cash Flow Information                    
                                                                               
The Company's significant non-cash investing and financing activities and cash
payments for interest and income taxes are as follows:                



<TABLE>
<CAPTION>

                                                 YEAR ENDED DECEMBER 31,
                                                 ------------------------------------------
(in thousands)                                          1995         1994           1993
- -------------------------------------------------------------------------------------------
<S>                                                   <C>          <C>            <C>
Unrealized appreciation (depreciation)
    of available-for-sale securities net of tax
    effect of ($317) for 1995 and $3,344                                             
    for 1994                                          $ (505)      $5,341         $   -         

Notes payable issued for purchased                                                      
    customer accounts                                  1,535            -         3,862         

Notes received on the sale of fixed assets                                              
    and customer accounts                                  -          266         1,532         

Cash paid during the year for:                                                          

    Interest                                             896        1,462         1,944         

    Income taxes                                       9,107        9,597         3,978         
                                                      ======       ======         =====
</TABLE>



                  39 Poe & Brown, Inc.    1995 Annual Report




<PAGE>   24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 13 - Business Concentrations                                              
                                                                               
Substantially all of the Company's premiums receivable from customers and
premiums payable to insurance companies arise from policies sold on behalf of
insurance companies. The Company, as broker and agent, typically collects
premiums, retains its commission and remits the balance to the insurance 
companies. A significant portion of business written by the Company is for
customers located in Florida. Accordingly, the occurrence of adverse economic
conditions or an adverse regulatory climate in Florida could have a material
adverse effect on the Company's business, although no such conditions have
been encountered in the past.                            
        For the years ended December 31, 1995 and 1994,  approximately 24% and
22%, respectively, of the Company's revenues were from insurance policies
underwritten by one insurance company. Should this carrier seek to terminate
its arrangement with the Company, the Company believes alternative insurance
companies are available to underwrite the business, although some additional
expenses and loss of market share would at least initially result. No other
insurance company accounts for as much as five percent of the Company's 
revenues.                                                                      
                                                                               
                                                                               
Note 14 - Reinsurance Indemnity                                                
                                                                               
Whiting National Insurance Company ("Whiting"), the Company's risk-bearing
subsidiary, ceased underwriting operations in early  1985 and, in 1988, entered
into liquidation by the New York State Insurance Department ("Department").
Since then, the handling of  Whiting's affairs has been the responsibility of
the Department.


In 1979, the Company agreed to indemnify a ceding insurer, should Whiting 
fail to perform under a reinsurance contract. As a result, the Company is
directly responsible for the management and adjudication of claims outstanding
under that indemnification contract. The Company has historically estimated 
that certain recoveries related to the indemnity were available to it from the
Whiting liquidation. While none of the underlying  facts or operations of law
as to the Company's rights or creditor priority had changed, the liquidation
activities proceeded more slowly than anticipated, making realization of those
recoveries uncertain. As a result, in 1992, those estimated recoveries were
written off and reserves associated with the underlying indemnity obligation
were bolstered because of adverse loss developments. Reserves are revised based
on developments to date, the Company's estimates of the outcome of this matter
and its experience of contesting and settling claims related to this matter. As
the scope of the liability or recovery becomes better defined, there may be
changes in the estimates of future costs or recoveries. Management of the
Company does not believe that any such changes will have a material effect on
the Company's financial condition or results of operations.    


                  40 Poe & Brown, Inc.    1995 Annual Report





<PAGE>   25


REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
of Poe & Brown, Inc.


We have audited the accompanying consolidated balance sheet of Poe & Brown,
Inc. and subsidiaries as of December 31, 1995, and the related consolidated
statements of income, shareholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements, based on our audit.
     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Poe & Brown, Inc. and
subsidiaries as of December 31, 1995, and the results of their operations and
their cash flows for the year then ended, in conformity with generally accepted
accounting principles.

                                       Arthur Anderson LLP

Orlando, Florida
January 29, 1996




To the Board of Directors
of Poe & Brown, Inc.

We have audited the accompanying consolidated balance sheet of Poe & Brown,
Inc. and subsidiaries as of December 31, 1994, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the two
years in the period ended December 31, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Poe & Brown,
Inc. and subsidiaries at December 31, 1994, and the consolidated results of
their operations and their cash flows for each of the two years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles.

                                       Ernst & Young LLP

Tampa, Florida
January 28, 1995, except for the last paragraph of Note 2,

as to which the date is March 1, 1995.



                 41 Poe & Brown, Inc.    1995 Annual Report










<PAGE>   1
                                  EXHIBIT 22

                              POE & BROWN, INC.
                                 SUBSIDIARIES


Florida Corporations:

Farr Insurance Inc.
Poe 1991, Inc.
W.F. Poe Associates, Inc.
Jordan, Roberts & Company
Brown & Brown, Inc.
Ernest Smith Insurance Agency, Inc.
Underwriters Services, Inc.
Madoline Corporation


Foreign Corporations:

Poe & Brown of Arizona, Inc. (AZ)
Poe & Brown of California, Inc. (CA)
Poe & Brown of Connecticut, Inc. (CT)
Poe & Brown of New Jersey, Inc. (NJ)
Poe & Brown of Georgia, Inc. (GA)
Poe & Brown of North Carolina, Inc. (NC)
Poe & Brown of Texas, Inc. (TX)
Pan American Insurance Management Corp. (NC)
Poe & Brown of Pennsylvania, Inc. (PA)
Poe & Associates of Illinois, Inc. (IL)
DSD Insurance Agency, Inc. (AZ)
The Homeowner Association Risk Purchasing Group, Inc. (AZ)
AG General Agency, Inc. (TX)
P & O of Texas, Inc. (TX)
Health Care Insurers, Inc. (CO)
PhysicianPlans, Inc. (CT)

Indirect Subsidiaries:

MacDuff America, Inc. (FL)
MacDuff Underwriters, Inc. (FL)
MacDuff Pinellas Underwriters, Inc. (FL)
Hotel-Motel Insurance Group, Inc. (FL)
Halcyon Underwriters, Inc. (FL)
America Underwriting Management, Inc. (FL)
Roehrig, Flood & Associates, Inc. (FL)





<PAGE>   1

                                 Exhibit 23a

             Consent of Independent Certified Public Accountants


We consent to the incorporation by reference in this Annual Report (Form 10-K)
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, included in the
1995 Annual Report to Shareholders of Poe & Brown, Inc.

Our audit also included the financial statement schedule of Poe & Brown, Inc.
listed in Item 14(a) for the years ended December 31, 1994 and 1993.  This
schedule is the responsibility of the Company's management.  Our responsibility 
is to express an opinion based on our audits.  In our opinion, the financial
statement schedule referred to above, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein for the years ended December 31, 1994 and
1993.

We also consent to the incorporation by reference in Post-Effective Amendment
Number 1 dated December 3, 1992 to Registration Statement Number 33-1900 dated
November 27, 1985 on Form S-8, Registration Statement Number 33-76 dated
September 3, 1985 on Form S-8, Post-Effective Amendment Number 2 to 
Registration Statement Number 2-61019
 dated May 27, 1980 on Form S-8, 
Registration Statement Number 33-41204 dated June 12, 1991 on Form S-8 and
Registration Statement Number 33-41825 dated July 22, 1991 on Form S-8 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 as of December 31, 1994 and for each of the two years in the period
ended December 31, 1994 incorporated herein by reference, and our report
included in the preceding paragraph with respect to the financial statement
schedule included in the Annual Report (10-K) of Poe & Brown, Inc.



ERNST & YOUNG LLP


Tampa, Florida
March 18, 1996



<PAGE>   1
                                 EXHIBIT 23b


             CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To Poe & Brown, Inc.:

As independent public accountants, we hereby consent to the incorporation of
our reports included or incorporated by reference in this Form 10-K, into the
Company's previously filed Registration Statements (File No's. 33-1900, 33-76,
2-61019, 33-41204 and 33-41825).


                                                           Arthur Andersen LLP


Orlando, Florida
   March 18, 1996






<PAGE>   1
                                 EXHIBIT 24a

                              POWERS OF ATTORNEY

<PAGE>   2
                              POWER OF ATTORNEY


        The undersigned constitutes and appoints Laurel J. Lenfestey and James
A. Orchard, 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 1995 Annual
Report on Form 10-K for Poe & Brown, Inc., 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.


Dated: March 8, 1996                            /s/ J. HYATT BROWN
                                                -------------------------
                                                J. Hyatt Brown


<PAGE>   3
                              POWER OF ATTORNEY


        The undersigned constitutes and appoints Laurel J. Lenfestey and James
A. Orchard, 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 1995 Annual
Report on Form 10-K for Poe & Brown, Inc., 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.


Dated: March 8, 1996                            /s/ SAMUEL P. BELL, III
                                                -------------------------
                                                Samuel P. Bell, III


<PAGE>   4
                              POWER OF ATTORNEY


        The undersigned constitutes and appoints Laurel J. Lenfestey and James
A. Orchard, 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 1995 Annual
Report on Form 10-K for Poe & Brown, Inc., 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.


Dated: March 8, 1996                            /s/ BRADLEY CURREY, JR.
                                                -------------------------
                                                Bradley Currey, Jr.


<PAGE>   5
                              POWER OF ATTORNEY


        The undersigned constitutes and appoints Laurel J. Lenfestey and James
A. Orchard, 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 1995 Annual
Report on Form 10-K for Poe & Brown, Inc., 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.


Dated: March 18, 1996                           /s/ BRUCE G. GEER
                                                -------------------------
                                                Bruce G. Geer


<PAGE>   6
                              POWER OF ATTORNEY


        The undersigned constitutes and appoints Laurel J. Lenfestey and James
A. Orchard, 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 1995 Annual
Report on Form 10-K for Poe & Brown, Inc., 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.


Dated: March 18, 1996                           /s/ JIM W. HENDERSON
                                                -------------------------
                                                Jim W. Henderson

<PAGE>   7
                              POWER OF ATTORNEY


        The undersigned constitutes and appoints Laurel J. Lenfestey and James
A. Orchard, 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 1995 Annual
Report on Form 10-K for Poe & Brown, Inc., 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.


Dated: March 8, 1996                            /s/ KENNETH E. HILL
                                                -------------------------
                                                Kenneth E. Hill


<PAGE>   8
                              POWER OF ATTORNEY


        The undersigned constitutes and appoints Laurel J. Lenfestey and James
A. Orchard, 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 1995 Annual
Report on Form 10-K for Poe & Brown, Inc., 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.


Dated: March 11, 1996                           /s/ THEODORE J. HOEPNER
                                                -------------------------
                                                Theodore J. Hoepner


<PAGE>   9
                              POWER OF ATTORNEY


        The undersigned constitutes and appoints Laurel J. Lenfestey and James
A. Orchard, 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 1995 Annual
Report on Form 10-K for Poe & Brown, Inc., 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.


Dated: March 10, 1996                           /s/ CHARLES W. POE
                                                -------------------------
                                                Charles W. Poe


<PAGE>   10
                              POWER OF ATTORNEY


        The undersigned constitutes and appoints Laurel J. Lenfestey and James
A. Orchard, 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 1995 Annual
Report on Form 10-K for Poe & Brown, Inc., 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.


Dated: March 15, 1996                           /s/ WILLIAM F. POE, JR.
                                                -------------------------
                                                William F. Poe, Jr.


<PAGE>   11
                              POWER OF ATTORNEY


        The undersigned constitutes and appoints Laurel J. Lenfestey and James
A. Orchard, 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 1995 Annual
Report on Form 10-K for Poe & Brown, Inc., 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.


Dated: March 8, 1996                            /s/ WILLIAM F. POE, SR.
                                                -------------------------
                                                William F. Poe, Sr.


<PAGE>   12
                              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 1995 Annual
Report on Form 10-K for Poe & Brown, Inc., 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.


Dated: March 14, 1996                           /s/ JAMES A. ORCHARD
                                                -------------------------
                                                James A. Orchard




<PAGE>   1
                                 EXHIBIT 24b

               CERTIFIED RESOLUTIONS OF THE BOARD OF DIRECTORS


        The undersigned, Laurel J. Lenfestey, hereby certifies that she is the
duly elected, qualified and acting Secretary of Poe & Brown, Inc., a Florida
corporation (the "Company"), and that the following resolutions were adopted by
unanimous written consent of the Board of Directors of the Company as of March
11, 1996:

              RESOLVED, that the March 7, 1996 draft of the Company's 1995
              Form 10-K submitted to the Directors is hereby approved in form
              and substance, subject to any revisions deemed necessary or
              appropriate by Laurel J. Lenfestey, the Company's Vice President,
              Secretary and General Counsel, and that the Chief Executive
              Officer and the Chief Financial Officer are hereby authorized to
              sign the Form 10-K on behalf of the Company, either personally or
              through a power of attorney, and to cause the Form 10-K 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 resolution.




        IN WITNESS WHEREOF, the undersigned Secretary of the Company has
executed this Certificate this 19th day of March, 1996.



                                        /s/ LAUREL J. LENFESTEY
                                        --------------------------------
                                        Laurel J. Lenfestey
                                        Secretary



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
                                                                     EXHIBIT 27
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
FINANCIAL STATEMENTS OF POE & BROWN FOR THE TWELVE MONTHS ENDED DECEMBER 31, 
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR  
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<EXCHANGE-RATE>                                      1
<CASH>                                          28,350
<SECURITIES>                                     1,299
<RECEIVABLES>                                   56,653
<ALLOWANCES>                                       100
<INVENTORY>                                          0
<CURRENT-ASSETS>                                92,547
<PP&E>                                          21,469
<DEPRECIATION>                                  11,057
<TOTAL-ASSETS>                                 151,121
<CURRENT-LIABILITIES>                           81,843
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           868
<OTHER-SE>                                      53,544
<TOTAL-LIABILITY-AND-EQUITY>                   151,121
<SALES>                                        101,998
<TOTAL-REVENUES>                               106,365
<CGS>                                                0
<TOTAL-COSTS>                                   78,024
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               5,012
<INCOME-PRETAX>                                 23,329
<INCOME-TAX>                                     8,530
<INCOME-CONTINUING>                             14,799
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    14,799
<EPS-PRIMARY>                                     1.70
<EPS-DILUTED>                                     1.70
        

</TABLE>