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                                                                    EXHIBIT 99.4


CONSULTING FIDUCIARIES, INC.
--------------------------------------------------------------------------------
Professional Independent Fiduciary Services                       Northbrook, IL

                         SUMMARY OF PROPOSED ACQUISITION
                                       OF
                       RALEIGH, SCHWARZ & POWELL, INC. AND
                           GOLDEN GATE HOLDINGS, INC.
                                       BY
                               BROWN & BROWN, INC.

Brown & Brown, Inc. ("B&B") has made a proposal to acquire the business of
Raleigh, Schwarz & Powell, Inc. ("RSP") through a merger of Brown & Brown Inc.
of Washington, a wholly-owned subsidiary of B&B with and into RSP. B&B has also
made a proposal to acquire the business of Golden Gate Holdings, Inc. ("GGH")
through a merger of Brown & Brown Inc. of California, a wholly-owned subsidiary
of B&B with and into GGH. Following the merger, if approved, the companies will
be a wholly owned subsidiaries of B&B. The proposed merger must be approved by
two-thirds of the outstanding shares of RSP and a majority of the GGH common
stock, respectively. The Raleigh, Schwarz & Powell, Inc. Employee Stock
Ownership Plan and Trust ("ESOP") owns 116,340 shares of RSP common stock and
4,000 shares of GGH common stock representing approximately 54% of the
outstanding common stock of RSP and GGH. The ESOP documents provide that in an
event such as this, the participants shall have an opportunity to indicate how
they wish to have their allocated shares voted.

This summary of the proposed terms of the merger is intended to provide
information to each participant in order to make an informed decision regarding
the direction to vote his or her allocated shares for or against the proposed
merger. This summary is provided for convenience, should not be considered
complete and is qualified in its entirety by reference to the full text of the
Agreement and Plan of Reorganization among B&B and RSP dated as of July 25, 2001
("Merger Agreement"), which is a part of the Proxy Statement/Prospectus of B&B,
copies of which have been provided to each ESOP participant.

In situations such as this, and in order to prevent a conflict of interest from
occurring because of the positions the individuals who serve as fiduciaries of
the ESOP have with respect to the consideration and negotiation of the proposal
from B&B, it is appropriate for the ESOP and its participants and beneficiaries
to be represented by an independent fiduciary in the review, consideration and
negotiation of the merger proposal from B&B.

Consulting Fiduciaries, Inc. ("CFI") has been appointed by RSP to serve as the
Independent Fiduciary on behalf of the ESOP for the purpose of reviewing the
proposal and making a determination as to what action the ESOP should take in
response to the proposal.

CFI has undertaken a process of review which included visits with the management
of RSP; discussions with the ESOP fiduciaries; review of relevant documents
regarding the business of RSP and the B&B proposal; discussions with outside
advisors and consultants to RSP; and an analysis of the terms of B&B proposal.
As part of this process, we reviewed other merger proposals as well as
possibilities for restructuring the company.

As each participant knows, the common stock of RSP has been valued each year for
ESOP purposes by an independent valuation firm. Ernst & Young, LLC provided the
value for 1998 and

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Brown & Brown, Inc. Merger Summary
October __, 2001
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thereafter, Duff & Phelps, LLC of Chicago, Illinois ("DUF") provided the annual
valuation.

B&B has offered to pay, subject to certain adjustments discussed below, an
amount of shares of B&B which will be calculated based upon the trading range of
its shares over a twenty day period, equal to $40 million, to acquire the
business of RSP and GGH. This equates to approximately $179 per share and
represents a premium of 42% above the prior valuation.

As is typical in transactions of this type, B&B has required that certain
representations, warranties and indemnities be provided by RSP and GGH. Ten per
cent of the shares of B&B being received will be held in an escrow account
pending a one year period during which B&B will have the ability to make claims
against the escrow for breaches or violations of the representations. Individual
selling shareholders will have greater liabilities than the ESOP which has a
maximum exposure of its portion of the escrow. After the one year period, the
ESOP portion of the shares, if any, remaining in the escrow will be distributed
to the ESOP. Individual shareholders have assumed certain additional liability
regarding their shares, as described in the Merger Agreement. The ESOP is
excluded from these. The escrow agent will also have specific instruction as to
the retention of B&B shares with the objective of preservation of value.

The purchase price is also subject to a downward dollar for dollar adjustment if
RSP and GGH's Total Net Worth is less than $13 million, as of a certain date.

If the proposed merger is approved, then, subject to the satisfaction of certain
conditions in the Merger Agreement, all of the shares of RSP and GGH common
stock held in the ESOP (including any shares allocated to the ESOP account of
any participant who votes against the proposed merger) will be exchanged for
shares of B&B. As described in the accompanying S-4, there is a holding period
of approximately 45 days during which these shares may not be freely traded.
After that period, as explained below, there may be some sales of B&B shares.

If the merger is approved, the ESOP will be terminated effective immediately
prior to the closing date. Upon the effective date of termination, each
participant will become 100% vested in his or her entire account balance in the
ESOP. The ESOP termination will take a number of months to complete, in part
because it is prudent to obtain certain government approvals before any
distributions are made. The process of obtaining these approvals can take
several months or more. No distributions are expected to be made from the ESOP
until all the appropriate approvals have been received. Once the approvals have
been received, each participant will be entitled to receive his or her account
balance. Each participant will be notified when the distributions are about to
be made in order to give each participant the opportunity to elect the eligible
form of distribution preferred by the participant. Distributions will be
eligible to be rolled over to an Individual Retirement Account or another
qualified retirement plan. It is anticipated that no distributions will be made
until four to six months after the plan termination date, subject to the IRS
approval.

During the period after the closing date, which is presently anticipated to be
October 31, and prior to the end of the 45 day holding period described in the
Proxy Statement/Prospectus all participants will receive election forms which
will enable them to indicate whether they wish to hold or sell all or a portion
of the B&B shares in their accounts. This is intended to provide a one-time
opportunity to elect to dispose of or retain B&B shares prior to the receipt to
IRS approval of

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Brown & Brown, Inc. Merger Summary
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the termination and the actual distribution of the assets in the accounts. The
Trustee will use proper care and diligence in carrying out the instructions
received so as to both follow the instructions and minimize any significant
market fluctuation in the trading of the B&B shares. Proceeds from the sale of
any shares will be invested in a money market type of investment with an
objective of preserving principal and earning an appropriate rate of interest.
All earnings will be added to the participant accounts and will be included in
any distributions when they are made.

On behalf of the ESOP, DUF was retained as the independent financial advisor to
the ESOP to review the terms of the proposed merger for the purposes of
determining whether the consideration to be received by the ESOP for the RSP and
GGH common stock it holds is not less than fair market value and that the
proposed merger is fair to the ESOP from a financial point of view. DUF has
indicated they intend to render favorable opinions on both issues to the ESOP at
the closing.

After engaging in an appropriate due diligence review of the B&B merger proposal
on behalf of the ESOP, CFI has concluded, as of this date, that the proposed
merger is fair and in the best interests of the participants and beneficiaries
of the ESOP.

In line with this opinion and pursuant to the authority given CFI by its
appointment as the Independent Fiduciary to the ESOP, CFI expects to direct the
Trustee to vote all unallocated shares of RSP and GGH common stock held in the
ESOP as well as any allocated shares of RSP common stock held in the ESOP for
which participant directions are not received, in favor of the proposed merger.

It is important that all ESOP participants return their direction letters
indicating their decision regarding the proposed merger. The Direction Letters
must be received in CFI's offices no later than October 23, 2001 in order to be
counted. If any participant has any questions regarding the proposed merger,
please contact a representative of CFI on a confidential basis at (800) 714-8282
between the hours of 9:00 AM and 5:00 PM, Chicago time.

October __, 2001