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                                                                    Exhibit 10.8

              DESCRIPTION OF ANNUAL CASH INCENTIVE PROGRAM (ACIP)

The Company's ACIP is built around the belief that having a stake in the
Company's success aligns the interests of stockholders and employees. If we meet
our goals, every employee who has met the eligibility guidelines gets an ACIP
payout. The reverse is also true. If we don't meet our goals, no one, including
executives, gets an ACIP payout.

Because performing well in a difficult insurance environment has significant
challenges, we have created a cash incentive program, which consists of two
components that will enable employees to see the long-term benefits of their
work through our successes. The first component is the Strategic Component that
requires the company to achieve various key initiatives. The second component is
the financial component, which uses a financial measurement of the overall
company performance, such as combined ratio. This measurement can be changed
from year to year based on the Company strategies, objectives and market
conditions within the industry.

Components:

 - Strategic initiatives - success on this component is dependent on the
achievement of specific initiatives that drive improved performance. The
strategic initiatives are set annually and are approved by the Salary and
Employee Benefits Committee of the Board of Directors.  The insurance operations
and Diversified Insurance Services businesses will have different initiatives
that reflect those entity's business goals.  Primary examples of these would be
renewal pricing goals, technology implementation goals, and expense reduction
goals.

 - Financial performance - using a measurement of the overall company
performance such as combined ratio or operating income. The financial
performance measurement is set annually and is approved by the Salary and
Employee Benefits Committee of the Board of Directors.  Our insurance operations
and Diversified Insurance Services businesses use measurements that reflect
those entity's financial targets. These measurements will vary from year-to-year
based on our strategies, objectives and industry conditions.

Eligibility:

All Company employees hired prior to August 31 of the year are eligible to
participate, with the exception of AMS(s), SRM Account Representatives and
employees of the Diversified Insurance Services businesses each of which have
separate programs.

Employees performing at or above Successful or at Meets Expectations at the time
of their annual appraisal will be eligible to share in the ACIP to be paid in
February of the following year. Employees in the Needs Improvement categories or
who are on performance plans or warning will not be eligible. If an employee is
at or above Successful or who is at Meets Expectations by year-end, he or she is
eligible for the program; however, the payout award will be pro-rated to reflect
the period of below expectation performance.

The payout award is based on a target incentive percentage, which is a
percentage of annual salary based on grade levels. The target payout is based on
the annual salary effective at the last annual review date, which occurs in the
first quarter of each year.  A mid-year salary increase does not change the
payout amount unless the employee received a promotion that changes the target
incentive percentage.

Managers can recognize an employee for exceptional performance during the year
and can recommend these employees for up to twice their normally calculated
award amount.  These recommendations are sent to the senior management team. The
ability to achieve an excess award is not directly associated with the
employee's performance appraisal rating, but to superior contributions and work
for the year. For example, an employee with a Exceptional rating may be entitled
to 100% of their award amount, while an employee with a Successful appraisal who
has made a strong commitment to a project team while maintaining normal job
responsibilities by working additional overtime may achieve 125%.