POE & BROWN, INC. FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1998 	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. 	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 Company's 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 <PAGE 2> 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 19 locations throughout Florida, three locations in Arizona, two locations in New Mexico and in eight additional locations in California, Georgia, Indiana, New Jersey, Nevada, Ohio, 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 who 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 independent agencies and agents across the United States. The Company receives an override on the commissions generated by these independent agencies. The Service Division provides insurance-related 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, as well as certain niche programs, 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, 1998 (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: 	 1996 % 	 1997 % 	 1998 	 %	 Retail Division (1) $ 75,964	 61.5%	 $ 83,278	 62.5%	$ 98,382	 65.4% National Programs Division	 25,732	 20.8	 24,845	 18.6	 25,043	 16.6 Service Division	 11,887	 9.6	 12,150	 9.1	 13,818	 9.2 Brokerage Division	 9,961	 8.1	 12,976	 9.8	 13,200	 8.8 	Total	 $123,544 100%	 $133,249	 100%	 $150,443	 100% (1)	Numbers and percentages for 1996 and 1997 have been restated to give effect to the Company's acquisition of the outstanding stock of the Daniel-James Insurance Agency in 1998. Retail Division 	The Company's Retail Division operates in eleven states and employs approximately 893 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 <PAGE 3> 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 1998, fees and commissions received from the Company's largest single Retail Division customer represented less than 1% of the Retail Division's total commission and fee revenues. 	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 Divisions 	The Company's 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 a professional association or trade group. Programs are marketed and sold primarily through a national network of independent agencies that solicit customers though advertisements in association publications, direct mailings and personal contact. The Company also markets a variety of these products through certain of its retail offices. Under agency agreements with the insurance companies that underwrite these programs, the Company often has authority to bind coverages, subject to established guidelines, to bill and collect premiums and, in some cases, to process claims. 	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 various professional and trade groups to which the Company does not presently offer insurance products, to assess the coverage needs of such professional associations and trade groups. 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 many instances, a professional or trade association from which endorsement of the program is sought. 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. 	Professional Groups. The professional groups serviced by the National Programs Division include dentists, lawyers, physicians, optometrists and opticians, chiropractors, architects and engineers. Set forth below is a brief description of the programs offered to these major professional groups. <PAGE 4> 	 - 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 a number of state and local dental societies, and is offered nationally. The Company believes that this program presently insures approximately 24% 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 is presently offered in 45 states, the District of Columbia, Puerto Rico 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 six states. 	 - 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 optometrists and opticians in all 50 states, the District of Columbia, Puerto Rico and the Virgin Islands. The Company believes that this program presently insures approximately 25% of the eligible optometrists within the Company's marketing territories. - Chiropractors: The Chiropractic Protector Plan(R) was introduced in 1996 to provide professional liability and comprehensive general liability coverage for chiropractors. This program is currently being offered in 13 states. - Architects and Engineers: The Architects & Engineers Protector PlanSM was introduced in 1997 to provide professional liability and comprehensive general liability coverage for architects and engineers. This program is currently available to "full service" architects in six states and to landscape architects in all 50 states. 	Four of the professional programs described above are underwritten through CNA Insurance Companies ("CNA"). The Company and CNA are parties to Program Agency Agreements with respect to each of the programs described above, other than the physicians and architects & engineers programs. Among other things, the agreements with CNA 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 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 for any reason on advance written notice of six months <PAGE 5> or one year. An agreement may also be terminated upon breach, by the non-breaching party, subject to certain opportunities to cure the breach. 	Commercial Groups. The commercial groups serviced by the National Programs Division include a number of targeted commercial industries and trade groups. Among the commercial programs are the following: - Towing Operators Protector Plan.(R) Introduced in 1992, this program provides specialized insurance products to towing and recovery industry operators in 48 states. - Automobile Dealers Protector Plan.(R) This program insures independent automobile dealers and is currently offered in 48 states. It originated in Florida over 25 years ago through a program still endorsed by the Florida Independent Auto Dealers Association. - Manufacturers Protector Plan.(R) Introduced in 1997, this program provides specialized coverages for manufacturers, with an emphasis on selected niche markets. - Wholesalers & Distributors Preferred Program.SM Introduced in 1997, this program provides stabilized property and casualty protection for businesses principally engaged in the wholesale-distribution industry. This program replaced the Company's prior wholesaler-distributor program, which was terminated in 1997 when the Company severed its relationship with the National Association of Wholesaler-Distributors. - Railroad Protector Plan.(R) Also introduced in 1997, this program is designed for contractors, manufacturers and other entities that service the needs of the railroad industry. - Agricultural Protector Plan.SM Introduced in early 1998, this program offers growers of annually harvested crops a broad-based program of specialized coverages. - Automobile Transporters Protector Plan.(R) Introduced in 1996, this program is designed for automobile transporters engaged in the transport of vehicles for automobile auctions, automobile leasing concerns, and automobile and truck dealerships. It is currently offered in all 50 states. - Recycler's Comprehensive Protector Plan.SM This program, introduced in 1998, provides specialized property, liability, workers' compensation and pollution coverages for the recycling industry. The program is currently offered in 48 states. - Environmental Protector Plan. SM This program was introduced in 1998 and is currently offered in 36 states. It provides a variety of specialized environmental coverages, with an emphasis on local Mosquito Control and Water Control Districts. - Short Line Railroad Protector Plan. Introduced in late 1998, this program is designed to cover Class III freight and scenic/tourist railroads. <PAGE 6> - Food Processors Preferred Program. This program, introduced in late 1998, provides property and casualty insurance protection for businesses involved in the handling and processing of various foods. - Auction Insurance Protector Plan. Also introduced in late 1998, this program is designed to meet the property and casualty insurance needs of the wholesale automobile auction industry. 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 2,500 employers representing more than $3 billion of employee payroll. The Company's largest workers' compensation contract represents approximately 67% of the Company's workers' compensation TPA revenues, or approximately 3% of the Company's total commission and fee revenues. Brokerage Division 	The Brokerage Division markets excess and surplus lines and specialty niche insurance products to the Company's Retail Division, as well as to other retail agencies throughout Florida and the southeastern United States. 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. <PAGE 7> The Company has a 75% ownership interest in Florida Intracoastal Underwriters, Limited Company ("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. Employees 	At December 31, 1998, the Company had 1,370 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 generally continue for a period of two or 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 substantially 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. <PAGE 8> ITEM 2.	PROPERTIES 	The Company's executive offices are located at 220 South Ridgewood Avenue, Daytona Beach, Florida 32114 and 401 East Jackson Street, Suite 1700, Tampa, Florida 33602. The Company also maintains offices in the following cities: Phoenix, Arizona; Prescott, Arizona; Tucson, Arizona; Oakland, California; Brooksville, Florida; Ft. Lauderdale, Florida; Ft. Myers, Florida; Jacksonville, Florida; Kissimmee, Florida; Leesburg, Florida; Maitland, Florida; Melbourne, Florida; Miami Lakes, Florida; Naples, Florida (2); Orlando, Florida; St. Petersburg, Florida; Sarasota, Florida; West Palm Beach, Florida; Winter Haven, Florida; Atlanta, Georgia; Indianapolis, Indiana; Clark, New Jersey; Albuquerque, New Mexico; Roswell, New Mexico; Taos, New Mexico; Las Vegas, Nevada; Perrysburg, Ohio; 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 12 of the "Notes to Consolidated Financial Statements" in the Company's 1998 Annual Report to Shareholders for additional information on the Company's lease commitments. 	At December 31, 1998, the Company owned a building located in Perrysburg, Ohio, having an aggregate book value of $499,000, including improvements. There are no outstanding mortgages on the building. ITEM 3.	LEGAL PROCEEDINGS 	As previously reported, 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 alleged 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 alleged that the Company was vicariously liable for the actions of P&B/Cal. This action was settled in July 1998 and the amount paid in settlement was not material to the Company's financial condition or operating results. 	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 pending or threatened proceedings (including the proceeding described above) will have a materially adverse effect on the consolidated financial position or future operations of the Company. <PAGE 9> 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, 1998. PART II ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 	The Company's common stock is traded on the New York Stock Exchange under the symbol "PBR." The number of shareholders of record as of March 5, 1999 was 786, and the closing price per share on that date was $34.00. 	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. The stock prices and dividend rates reflect the three-for-two stock split effected by the Company on February 27, 1998. 	 Stock Price Range	 Cash 			Dividends 	High - 	 Low 	Per Share _________________ _________ 1998 First quarter	 $38.50	 $28.75	 $0.1000 Second quarter 	 39.38	 32.00	 0.1000 Third quarter	 42.50	 35.00	 0.1000 Fourth quarter	 39.00	 32.63	 0.1100 1997 First quarter	 $18.17	 $17.00	 $0.0867 Second quarter	 24.67	 17.00	 0.0867 Third quarter	 27.50	 23.83 	 0.0866 Fourth quarter 	 31.33	 26.67	 0.0933 ITEM 6.	SELECTED FINANCIAL DATA 	Information under the caption "Financial Highlights" on the inside front foldout page of the Company's 1998 Annual Report to Shareholders is incorporated herein by reference. <PAGE 10> 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 18-23 of the Company's 1998 Annual Report to Shareholders is incorporated herein by reference. ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 	Not Applicable. ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 	The Consolidated Financial Statements of Poe & Brown, Inc. and its subsidiaries, together with the report thereon of Arthur Andersen LLP appearing on pages 24-40 of the Company's 1998 Annual Report to Shareholders, are incorporated herein by reference. 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 captions "Management" and "Section 16(a) Beneficial Ownership Reporting Compliance" on pages 4-6 of the Company's Proxy Statement for its 1999 Annual Meeting of Shareholders is incorporated herein by reference. ITEM 11.	EXECUTIVE COMPENSATION 	Information contained under the caption "Executive Compensation" on pages 6-9 of the Company's Proxy Statement for its 1999 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 9 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 1999 Annual Meeting of Shareholders is incorporated herein by reference. <PAGE 11> ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 	Information contained under the caption "Executive Compensation - Compensation Committee Interlocks and Insider Participation" on page 9 of the Company's Proxy Statement for its 1999 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 24-40 of the Company's 1998 Annual Report to Shareholders) consisting of: 	 	(a) 	Consolidated Statements of Income for each of the three years in the period ended December 31, 1998. 	 	(b) 	Consolidated Balance Sheets as of December 31, 1998 and 1997. 		(c)	 Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 1998.		 		(d)	 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 1998. 		(e)	 Notes to Consolidated Financial Statements. 		(f) 	Report of Independent Certified Public Accountants. 2. 	Consolidated Financial Statement Schedules. The Consolidated Financial Statement Schedules are omitted because they are not applicable, not material, or not required, or because the required information is included in the Consolidated Financial Statements or the Notes thereto. 	 3.	EXHIBITS 	 	 	3a	 Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended September 30, 1998). <PAGE 12> 		 3b 	Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3b to Form 10-K for the year ended December 31, 1996). 		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). 		4a	 Second Amendment to Revolving Loan Agreement, dated as of October 15, 1998, between the Registrant and SunTrust Bank, Central Florida, N.A. (filed herewith). 		10a(1)	 Lease of the 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 the Registrant, as tenant (incorporated by reference to Exhibit 10a(4) to Form 10-K for the year ended December 31, 1994). 		 10b 	Registrant's 1989 Stock Option Plan (incorporated by reference to Exhibit 10f to Form 10-K for the year ended December 31, 1989). 		10c	 Loan Agreement between Continental Casualty Company and the Registrant dated August 23, 1991 (incorporated by reference to Exhibit 10d to Form 10-K for the year ended December 31, 1991). 		10c(2) 	Extension to Loan Agreement, dated August 1, 1998, between the Registrant and Continental Casualty Company (incorporated by reference to Exhibit 10c(2) to Form 10-Q for the quarter ended September 30, 1998). 		10d	 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).		 		10e	 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).	 <PAGE 13> 		10f	 Deferred Compensation Agreement, dated May 6, 1998, between Brown & Brown, Inc. and Kenneth E. Hill (incorporated by reference to Exhibit 10l to Form 10-Q for the quarter ended September 30, 1998). 		10f(2) 	Letter Agreement, dated May 6, 1998, between Brown & Brown, Inc. and Kenneth E. Hill (incorporated by reference to Exhibit 10m to Form 10-Q for the quarter ended September 30, 1998). 		10g	 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). 	10h	 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). 		10i	 Employment Agreement, dated May 6, 1998 between the Registrant and Kenneth E. Hill (incorporated by reference to Exhibit 10k to Form 10-Q for the quarter ended September 30, 1998). 		10j 	Registrant's Stock Performance Plan (incorporated by reference to Exhibit 4 to Registration Statement No. 333-14925 on Form S-8). 		11	 Statement Re: Computation of Basic and Diluted Earnings Per Share. 	 	13 	Portions of Registrant's 1998 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. 		23 	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 Registrant's Board of Directors, certified by the Secretary. 	27 	Financial Data Schedule. (b)	 REPORTS ON FORM 8-K 	None. <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 15, 1999 	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. Signature	 Title	 Date __________ _____ ____ * _________________________ 	Chairman of the March 15, 1999 J. Hyatt Brown Board, President and Chief Executive Officer 	 (Principal Executive Officer) 			 * 	Director	 March 15, 1999 _________________________ Samuel P. Bell, III * 	Director	 March 15, 1999 _________________________ Bradley Currey, Jr. * 	Director	 March 15, 1999 _________________________ Jim W. Henderson 		 * 	Director	 March 15, 1999 _________________________ Kenneth E. Hill * 	Director	 March 15, 1999 _________________________ David H. Hughes * 	Director	 March 15, 1999 __________________________ Theodore J. Hoepner * 	Director	 March 15, 1999 __________________________ Toni Jennings * 	Director	 March 15, 1999 __________________________ Jan E. Smith * 	Vice President, Treasurer March 15, 1999	 ___________________________ and Chief Financial Officer Jeffrey R. Paro (Principal Financial and Accounting Officer) *By: 	/S/ LAUREL L. GRAMMIG	 ________________________ Laurel L. Grammig Attorney-in-Fact