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                                  EXHIBIT 99.1

                                      PROXY

                         RALEIGH, SCHWARZ & POWELL, INC.
                        1201 PACIFIC AVENUE, NINTH FLOOR

                                EDUCATION CENTER
                               TACOMA, WASHINGTON

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                         RALEIGH, SCHWARZ & POWELL, INC.


        The undersigned shareholder of RALEIGH, SCHWARZ & POWELL, INC., a
Washington corporation ("Raleigh, Schwarz & Powell"), hereby appoints R.S.
Devine as proxy, with the power to appoint his substitute, and hereby authorizes
Mr. Devine to represent, and to vote as designated below, all the shares of
common stock of Raleigh, Schwarz & Powell held of record by the undersigned on
July 16, 2001, at the special meeting of shareholders of Raleigh, Schwarz &
Powell, to be held at 1201 Pacific Avenue, Ninth Floor, Education Center,
Tacoma, Washington, on August 31, 2001, at 4:00 p.m., Pacific Time, and at all
adjournments or postponements thereof upon the following matters, as set forth
in the Notice of Special Meeting of Shareholders dated August 10, 2001 and proxy
statement/prospectus, dated _________________, 2001, copies of which have
been received by the undersigned, hereby revoking any proxy heretofore given.

        THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION AND THE
TRANSACTIONS CONTEMPLATED THEREBY.

                                                                     PLEASE MARK
                                                                   YOUR VOTES AS
                                                                   INDICATED [X]
                                                                IN THIS EXAMPLE:

The Board of Directors of Raleigh, Schwarz & Powell recommends a vote for the
Agreement and Plan of Reorganization.

1.      Proposal to approve and adopt the Agreement and Plan of Reorganization,
        dated as of July 25, 2001, as amended, by and among Raleigh, Schwarz &
        Powell, Inc., Brown & Brown, Inc. and Brown & Brown of Washington, Inc.
        as heretofore and hereafter amended, and the transactions contemplated
        thereby:

        [ ] FOR                        [ ] AGAINST                  [ ] ABSTAIN

2.      The proxy is hereby authorized to vote in his discretion upon all other
        business as may properly come before the special meeting.

                Please sign exactly as your name appears on this proxy. If the
                shares represented by this proxy are held by joint tenants, both
                must sign. When signing as attorney, executor, administrator,
                trustee or guardian, please give full title as such. If
                shareholder is a corporation, please sign in full corporate name
                by President or other authorized officer. If shareholder is a
                partnership, please sign in partnership name by authorized
                person.


Signature:                                              Date:
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Signature:                                              Date:
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                PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
              PROMPTLY USING THE ENCLOSED POSTAGE PREPAID ENVELOPE