SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 [ X ] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 1998 or [ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required) For The Transition Period From _________ To ________. Commission File Number 0-7201 A. Full Title of the Plan and the Address of the Plan, if Different from that of the Issuer Named Below: Poe & Brown, Inc. Employees' Savings Plan And Trust B. Name of Issuer of the Securities Held Pursuant to the Plan and the Address of its Principal Executive Office: Brown & Brown, Inc. 220 South Ridgewood Avenue Daytona Beach, Florida 32115 <PAGE II> POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST AGREEMENT FORM 11-K REQUIRED INFORMATION Pursuant to Item 4 of the required information, in lieu of the requirements of Items 1, 2 and 3, the financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA are submitted as follows: Page REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1998 AND 1997 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1998 3 NOTES TO FINANCIAL STATEMENTS 4 SCHEDULE I: SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF DECEMBER 31, 1998 9 SCHEDULE II: SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 12 SIGNATURE 13 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 14 <PAGE 1> REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Trustees of the Poe & Brown, Inc. Employees' Savings Plan and Trust: We have audited the accompanying statements of net assets available for benefits of the Poe & Brown, Inc. Employees' Savings Plan and Trust as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. These financial statements and the supplemental schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based upon our audits. We conducted our audits 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 audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits as of December 31, 1998 and 1997, and the changes in its net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /S/ ARTHUR ANDERSEN LLP Tampa, Florida, May 10, 1999 <PAGE 2> POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1998 AND 1997 1998 1997 ____ ____ CASH $ 33,066 $ 6,806 INVESTMENTS (Notes 2 and 3): At fair value- Money market fund 335,554 - Bond funds 1,061,041 222,869 Balanced funds 7,427,148 7,211,982 Stock index fund 4,721,443 3,139,724 Equity funds 10,851,893 9,835,213 Special equity fund 5,031,815 4,839,617 International equity fund 907,936 1,067,253 Employer Common Stock 10,712,730 7,217,252 Participant loans 1,698,578 1,455,199 Self-directed investments 368,058 138,891 ___________ ___________ 43,116,196 35,128,000 At contract value- Stable Five Fund 4,900,519 5,276,753 ___________ ___________ Total investments 48,016,715 40,404,753 EMPLOYER CONTRIBUTIONS RECEIVABLE 893,785 776,298 ___________ ___________ NET ASSETS AVAILABLE FOR BENEFITS $48,943,566 $41,187,857 =========== =========== The accompanying notes are an integral part of these statements. <PAGE 3> POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1998 Money Stock Special Market Bond Balanced Index Equity Equity Fund Funds Funds Fund Funds Fund ADDITIONS: Interest and dividends $ - $ - $ - $ - $ - $ - Dividends on Employer Common Stock - - - - - - Net realized and unrealized appreciation in fair value of investments 7,088 22,631 809,775 964,628 1,277,168 85,171 Participant contributions 88,557 152,994 476,292 490,553 1,082,502 670,619 Employer contributions 6,088 41,156 279,591 235,001 451,276 353,579 ________ ________ _________ _________ _________ _________ Total additions 101,733 216,781 1,565,658 1,690,182 2,810,946 1,109,369 ________ ________ _________ _________ _________ __________ DEDUCTIONS: Benefits paid to participants 80,761 68,859 590,459 196,949 728,625 530,451 Administrative expenses 225 153 2,836 1,511 1,635 602 ________ _______ ________ _________ ________ __________ Total deductions 80,986 69,012 593,295 198,460 730,260 531,053 _________ _______ ________ _________ _________ __________ NET ASSETS TRANSFERRED BETWEEN INVESTMENT FUNDS 314,807 690,403 (757,197) 89,997 (1,064,006) (386,118) _________ ________ __________ ________ ___________ ___________ NET INCREASE (DECREASE) 335,554 838,172 215,166 1,581,719 1,016,680 192,198 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year - 222,869 7,211,982 3,139,724 9,835,213 4,839,617 __________ _________ __________ _________ __________ __________ NET ASSETS AVAILABLE FOR BENEFITS, end of year $335,554 $1,061,041 $7,427,148 $4,721,443 $10,851,893 $5,031,815 ======== ========== ========== ========== =========== ========== [TABLE COLUMNS FOR THE TABLE ABOVE ARE CONTINUED BELOW FOR EDGAR PURPOSES ONLY -- THESE COLUMNS CONTINUE ACROSS THE PAGE ON HARD COPY] Interna- tional Employer Stable Parti- Self- Equity Common Five cipant Directed Fund Stock Fund Loans Investments ______ _______ _______ ________ ____________ ADDITIONS: Interest and dividends $ - $ - $ 339,169 $ 125,301 $ - Dividends on Employer Common Stock - 107,204 - - - Net realized and unrealized appreciation in fair value of investments 88,426 1,095,068 - - 63,360 Participant contributions 202,982 592,157 318,981 - - Employer contributions 80,947 271,290 214,849 - - ________ __________ _________ _________ _________ Total additions 372,355 2,065,719 872,999 125,301 63,360 ________ __________ _________ _________ __________ DEDUCTIONS: Benefits paid to participants 78,926 366,031 502,023 202,297 - Administrative expenses - 289 3,549 - - __________ _________ ________ _________ __________ Total deductions 78,926 366,320 505,572 202,297 - ___________ _________ _________ _________ _________ NET ASSETS TRANSFERRED BETWEEN INVESTMENT FUNDS (452,746) 1,796,079 (743,661) 320,375 165,807 ___________ __________ __________ _________ _________ NET INCREASE (DECREASE) (159,317) 3,495,478 (376,234) 243,379 229,167 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 1,067,253 7,217,252 5,276,753 1,455,199 138,891 ___________ __________ __________ __________ _________ NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 907,936 $10,712,730 $4,900,519 $1,698,578 $368,058 ========== =========== ========== ========== ======== [TABLE COLUMNS FOR THE TABLE ABOVE ARE CONDTINUED BELOW FOR EDGAR PURPOSES ONLY -- THESE COLUMNS CONTINUE ACROSS THE PAGE ON HARD COPY] Other Total ADDITIONS: Interest and dividends - $ 464,470 Dividends on Employer Common Stock - 107,204 Net realized and unrealized appreciation in fair value of investments - 4,413,315 Participant contributions - 4,075,637 Employer contributions 117,487 2,051,264 __________ ___________ Total additions 117,487 11,111,890 __________ ___________ DEDUCTIONS: Benefits paid to participants - 3,345,381 Administrative expenses - 10,800 __________ ___________ Total deductions - 3,356,181 __________ ___________ NET ASSETS TRANSFERRED BETWEEN INVESTMENT FUNDS 26,260 - __________ ___________ NET INCREASE (DECREASE) 143,747 7,755,709 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 783,104 41,187,857 _________ ___________ NET ASSETS AVAILABLE FOR BENEFITS, end of year $926,851 $48,943,566 ======== =========== The accompanying notes are an integral part of this statement. <PAGE 4> POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 1. PLAN DESCRIPTION: GENERAL The Poe & Brown, Inc. Employees' Savings Plan and Trust (the Plan), established effective January 1, 1985, and as amended and restated effective January 1, 1997, is a defined contribution plan under which substantially all employees who are at least age 18 and who have completed 30 continuous days of service are eligible to participate. The Plan is intended to assist Brown & Brown, Inc. (formerly Poe & Brown, Inc.) and its subsidiaries (the Employer) in its efforts to attract and retain competent employees by enabling eligible employees to share in the profits of the Employer and to supplement retirement income. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. BENEFITS PAID Benefits under the Plan are payable upon normal (after age 65) or early (after age 59-1/2) retirement, death, disability, severe financial hardship or termination of service, and are based on the balance in the participant's account. Distributions of vested account balances will be made in the form of a single lump-sum payment or in some other optional form of payment, as defined in the Plan. ADMINISTRATION The Plan is administered by the 401(k) Plan Employee Benefits Administrative Committee (the Committee), which has been appointed by the Board of Directors (the Board) of the Employer. Information about the plan agreement, such as provisions for allocations to participants' accounts, vesting, benefits and withdrawals, is contained in the Summary Plan Description. Copies of this document are available from the Committee. Diversified Investment Advisors, Inc. (Diversified) has been appointed as the recordkeeper of the Plan, and Investors Bank and Trust Company of Boston, Massachusetts (the Trustee), has been appointed as the trustee of the Plan. <PAGE 5> ADMINISTRATAIVE EXPENSES Substantially all administrative expenses are paid by the Plan. These expenses include recordkeeping, audit and trustee fees. CONTRIBUTIONS Participants may elect to defer, subject to certain limitations, from 1 percent to 15 percent of annual compensation as contributions to the Plan. The Employer makes matching contributions to the Plan of 100 percent of each contributing participant's deferred contribution, but no more than 2.5 percent of each participant's salary. The Plan permits the Board of the Employer to authorize optional contributions allocated to participants based on salary. During each of the years ended December 31, 1998 and 1997, the Board authorized an optional profit sharing contribution of 1.5 percent of salary for all participants. VESTING Participants employed prior to October 1, 1996, are 100 percent vested in their entire account balance at all times. Participants employed on or after October 1, 1996, are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the employer matching contributions and profit sharing contributions are based on years of credited service and are subject to the following vesting schedule: Years of Vested Credited Service Interest ________________ ________ 1 20% 2 40% 3 60% 4 80% 5 or more 100% PLAN TERMINATION Although it has not expressed any intent to do so, the Employer may terminate the Plan at any time, either wholly or partially, by notice in writing to the participants and the Trustee. Upon termination, the rights of participants in their accounts will become 100 percent vested. The Employer may temporarily discontinue contributions to the Plan, either wholly or partially, without terminating the Plan. <PAGE 6> 2. USE OF ESTIMATES AND SIGNIFICANT ACCOUNTING POLICIES: 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from the net assets available for plan benefits during the reporting period. Actual results could differ from those estimates. BASIS OF ACCOUNTING The accompanying financial statements of the Plan are presented on the accrual basis of accounting in accordance with generally accepted accounting principles. VALUATION OF INVESTMENTS DIVERSIFIED INVESTMENTS -- The fair value of the participation units in Diversified investments (excluding the Diversified Stable Five Fund) is based on the quoted redemption value of the units from Diversified on the last business day of the year. EMPLOYER COMMON STOCK -- This investment consists of the Employer's common stock, which is valued at the last reported sale price as reported on the National Market System by the National Association of Securities Dealers. DIVERSIFIED STABLE FIVE FUND -- As of December 31, 1998 and 1997, the contract value of this fund approximated its fair value. CHARLES SCHWAB & CO. PERSONAL CHOICE RETIREMENT ACCOUNT (SEE NOTE 3) -- As of December 31, 1998 and 1997, the fair value of the stocks, bonds and mutual funds held in the participant's account are based on quoted market prices of the investments held. The fair value of individual investments that represent 5 percent or more of the Plan's net assets available for benefits as of December 31, 1998 and 1997, are summarized as follows: 1998 1997 Employer Common Stock $10,712,730 $7,217,252 Diversified Stable Five Fund 4,900,519 5,276,753 Diversified Balanced Fund 7,377,078 7,211,963 Diversified Stock Index Fund 4,721,443 3,139,724 Diversified Equity Value Fund 8,810,225 9,720,988 Diversified Special Equity Fund 5,031,815 4,839,617 <PAGE 7> 3. INVESTMENT PROGRAMS: FUND OPTIONS As of December 31, 1998 and 1997, contributions to the Plan are invested in one or more of 11 separate investment fund options at the direction of each participant. The fund options are (1) Diversified Stable Five Fund, (2) Diversified Short Horizon Fund, (3) Diversified Government/Corporate Bond Fund, (4) Diversified Balanced Fund, (5) Diversified Stock Index Fund, (6) Diversified Aggressive Equity Fund, (7) Diversified Equity Value Fund, (8) Diversified Special Equity Fund, (9) Diversified International Equity Fund, (10) Diversified Intermediate/Long Horizon Fund and (11) Employer Common Stock. In 1998, six funds were added to the investment options available to participants. These fund options are (1) Diversified Equity Growth Fund, (2) Diversified Money Market Fund, (3) Diversified Growth and Income Fund, (4) Diversified Intermediate Horizon Fund, (5) Diversified Quality Bond Fund and (6) Diversified High Yield Bond Fund. The Plan also allows its participants to invest in the Charles Schwab & Co. Personal Choice Retirement Account, which allows each participant to self-direct their money into a full range of investment options including individual stocks and bonds as well as allowing access to over 800 mutual funds. In the accompanying statements of net assets available for benefits as of December 31, 1998 and 1997, and statement of changes in net assets available for benefits for the year ended December 31, 1998, several investments are aggregated for presentation purposes. In the accompanying statement of net assets available for benefits as of December 31, 1997, the Diversified Short Horizon Fund and Diversified Balanced Fund are aggregated into the Balanced Funds; the Diversified Aggressive Equity Fund and the Diversified Equity Value Fund are aggregated into the Equity Funds; and the Diversified International Equity Fund and the Diversified Intermediate/Long Horizon Fund are aggregated into the International Funds. In the accompanying statement of net assets available for benefits and statement of changes in net assets available for benefits as of and for the year ended December 31, 1998, the Diversified Quality Bond Fund, Diversified High Yield Bond Fund and Diversified Government/Corporate Bond Fund are aggregated into the Bond Funds; the Diversified Short Horizon Fund, Diversified Intermediate Horizon Fund, Diversified Intermediate/Long Horizon Fund and Diversified Balanced Fund are aggregated into the Balanced Funds; the Diversified Aggressive Equity Fund, Diversified Equity Growth Fund, Diversified Growth and Income Fund and Diversified Equity Value Fund are aggregated into the Equity Funds. The Charles Schwab & Co. Personal Choice Retirement Account is presented as self-directed investments in the accompanying statements of net assets available for benefits and statement of changes in net assets available for benefits. The remaining options are shown individually in the accompanying statements of net assets available for benefits and changes in net assets available for benefits, but the word "Diversified" is omitted from the title for presentation purposes. <PAGE 8> DIVERSIFIED STABLE FIVE FUND Diversified manages a guaranteed pooled separate account of AUSA Life Insurance Company called the Stable Five Fund. The crediting interest rate is effective for a twelve-month interest crediting period and is set annually. The crediting interest rate is determined based on (i) the projected market yield-to-maturity of the market value of assets, net of expenses, (ii) the timing and amounts of deposits, transfers and withdrawals expected to be made during the interest crediting period, and (iii) the amortization of the difference between the fair value of Pooled Account No. 24 and the balance of the Stable Five Fund. The crediting interest rate for this Diversified account for the years ended December 31, 1998 and 1997, was 7 percent. The average yield for this Diversified account for the years ended December 31, 1998 and 1997, was 6.10 percent and 6.52 percent, respectively. INVESTMENT INCOME AND EXPENSES Each participant's account shall be allocated the investment income and expenses of each fund based on the value of each participant's account invested in each fund, in proportion to the total value of all accounts in each fund, taking into account any contributions to or distributions from the participant's account. General expenses of the Plan not attributable to any particular fund shall be allocated among participants' accounts in proportion to the value of each account, taking into consideration the participant's contributions and distributions. PARTICIPANT LOANS A participant may, with the approval of the Committee, borrow from his own account a minimum of $1,000, up to a maximum equal to the lesser of $50,000 or 50 percent of the participant's vested account balance. Participants may not have more than two loans outstanding at any time. Loans, which are repayable monthly over periods generally up to five years, are collateralized by notes and by a security interest in the borrower's vested account balance. The loans bear interest at the rate of prime plus 1 percent, determined at the time the loan is approved. 4. PARTY-IN-INTEREST TRANSACTIONS: All of the Plan's Diversified investments are managed by the recordkeeper, a party-in-interest. 5. FEDERAL INCOME TAX STATUS: The Plan obtained its latest determination letter on February 26, 1996, in which the Internal Revenue Service stated that the Plan was in compliance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended and restated since receiving the determination letter. However, the Plan's management believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 6. SUPPLEMENTAL SCHEDULES: The following supplemental schedules of assets held for investment and reportable transactions are included as required schedules under ERISA. <PAGE 9> SCHEDULE I Page 1 of 3 POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF DECEMBER 31, 1998 Identity and Description of Issues Cost Fair Value __________________________________ _____ __________ Money market fund: Schwab Money Market Fund $ 23,663 $ 23,663 Mutual funds: Gabelli Asset Fund 5,229 5,948 Gabelli Growth Fund 5,310 6,598 Invesco High Yield Fund 10,640 10,333 Invesco Strat Financial 6,242 6,624 Invesco Strat Health Fund 6,716 7,305 Janus Overseas Fund 7,789 8,609 Janus Special Situations 5,016 6,417 Janus Twenty Fund 7,628 10,256 Janus Worldwide Fund 18,676 22,117 Oakmark Select Fund 5,325 7,134 PBHG Large Cap Growth Fund 5,366 6,207 Safeco Growth Fund, Inc. 7,777 8,879 Schwab S&P 500 Investment Shares 3,066 4,528 Vanguard Primecap Fund 4,632 5,390 Pooled separate account: Diversified Stable Five Fund - Pooled Account of the AUSA Life Insurance Company, Inc.* 4,900,519 4,900,519 Common/collective trusts: Diversified Equity Growth Fund* 321,532 384,590 Diversified Money Market Fund* 330,503 335,554 Diversified Short Horizon Fund* 19 20 Diversified Government/Corporate Bond Fund* 612,769 631,418 Diversified Balance Fund* 5,859,641 7,377,078 Diversified Growth and Income Fund* 1,140,374 1,313,905 Diversified Stock Index Fund* 3,339,927 4,721,443 Diversified Aggressive Equity Fund* 277,708 343,173 Diversified Equity Value Fund* 6,916,365 8,810,225 Diversified Quality Bond Fund* 200,559 202,837 Diversified High Yield Bond Fund* 227,670 226,786 <PAGE 10> SCHEDULE I Page 2 of 3 POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF DECEMBER 31, 1998 Identity and Description of Issues Cost Fair Value __________________________________ ____ ___________ Common/collective trusts (continued): Diversified Special Equity Fund* 4,177,994 5,031,815 Diversified International Equity Fund* 822,311 907,936 Diversified Intermediate Horizon Fund* 27,164 28,869 Diversified Intermediate/Long Horizon Fund* 18,364 21,181 Corporate common stocks: Employer Common Stock 6,016,452 10,712,730 Pfizer, Inc. 12,617 12,500 Advantage Learning Systems 2,921 3,418 American International Group, Inc. 6,695 10,857 American Eagle Outfitters 3,713 6,729 Aspect Development, Inc. 2,300 5,628 Compaq Computer Corporation 5,170 10,521 Compuware 6,412 9,922 Dell Computer Corporation 18,820 30,226 Gemstar International Group Ltd. 4,048 3,607 Geotel Communications Corporation 1,617 2,570 Gilat Satellite Network Ltd. 1,627 1,929 Henry Jack and Associates, Inc. 2,794 3,134 International Business Machines 1,574 3,134 Iomega Corporation 4,294 3,254 Lason Incorporated 3,652 4,015 Legato Systems, Inc. 5,879 8,770 MCI Worldcom, Inc. 2,901 4,162 Medimmune, Inc. 2,375 3,480 Medquist, Inc. 4,170 4,543 Merck and Company, Inc. 13,493 15,645 Microsoft Corporation 5,721 15,256 Mindspring Entertainment, Inc. 2,518 3,908 Nabors Industries, Inc. 4,598 2,700 Network Appliances, Inc. 3,256 6,188 New Era of Networks, Inc. 2,462 6,072 Novell, Inc. 2,648 3,244 Paychex, Inc. 2,345 2,675 <PAGE 11> SCHEDULE I Page 3 of 3 POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF DECEMBER 31, 1998 Identity and Description of Issues Cost Fair Value __________________________________ ____ __________ Corporate common stocks (continued): Peregrine Systems, Inc. 4,390 5,055 Resmed, Inc. 3,124 3,902 Rowan Companies, Inc. 14,726 3,950 Stein Mart, Inc. 26,502 15,917 TSI International Software Ltd. 2,382 4,692 Veritas Software Corporation 3,030 4,495 Xomed Surgical Products 1,933 1,952 Participant loans (bearing interest at rates ranging between 7 percent and 11 percent) 1,698,578 1,698,578 ___________ $48,016,715 =========== *Managed by the recordkeeper, a party-in-interest (Note 4). The preceding notes are an integral part of this schedule. <PAGE 12> SCHEDULE II POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 A series of transactions Detail of in excess of 5% of beginning Acquisitions Detail of Dispositions plan assets _____________ _________________________ Cost Cost Proceeds Gain ____________________________ ____________ ____ _________ ____ Diversified Stable Five Fund -- Pooled Account of the AUSA Life Insurance Company, Inc $1,212,587 $1,588,821 $1,588,821 $ - Diversified Balanced Fund* 1,131,781 1,469,572 1,774,734 305,162 Diversified Stock Index Fund* 1,582,402 772,190 965,311 193,121 Diversified Equity Value Fund* 1,357,767 2,607,299 3,223,355 616,056 Diversified Special Equity Fund* 1,494,834 1,226,661 1,387,807 161,146 Employer Common Stock 3,169,925 418,391 876,719 458,328 *Managed by the recordkeeper, a party-in-interest (Note 4). The preceding notes are an integral part of this schedule. <PAGE 13> Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee and other persons who administer the Plan have duly caused this annual report to be signed by the undersigned thereunto duly authorized. POE & BROWN, INC. EMPLOYEES' SAVINGS PLAN AND TRUST By: BROWN & BROWN, INC. By: /S/ JAMES L. OLIVIER ____________________________ James L. Olivier Vice President <PAGE 14> CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation by reference of our report, dated May 10, 1999, included in this Form 11-K, into the Company's previously filed Registration Statement File No. 33-1900, dated November 27, 1985, as amended by Post Effective Amendment No. 1, dated December 2, 1992. /S/ ARTHUR ANDERSEN LLP Tampa, Florida, June 16, 1999