FIRST AMENDMENT TO
                               DIRECTORS AGREEMENT


          THIS FIRST AMENDMENT (this  "Amendment") is entered into this 18th day
of  September,   1997,  by  and  among  RISCORP,  Inc.,  a  Florida  corporation
("RISCORP"),  William D. Griffin  ("Griffin"),  Frederick M. Dawson  ("Dawson"),
Walter L. Revell ("Revell"),  Seddon Goode, Jr. ("Goode"),  and George E. Greene
III ("Greene") (collectively referred to herein as the "Parties").

                                           W I T N E S S E T H:

         WHEREAS,  on May  19,  1997,  the  Parties  entered  into  a  Directors
Agreement  setting out certain  agreements as to the future make-up of the Board
of Directors of RISCORP (the "Board");

          WHEREAS,  Griffin has agreed to resign as a director and member of the
Board; and

         WHEREAS,  the  Parties  desire  to  amend  certain  provisions  of  the
Directors Agreement as hereinafter set forth.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  Parties  hereto  agree as
follows:

         1.       Paragraphs  1, 3, 4,  and  5.Paragraphs  1, 3, 4, and 5 of the
                  Directors Agreement are hereby deleted in their entirety.

         2.       Paragraph 2. Paragraph 2 of the Directors  Agreement is hereby
                  deleted in its entirety  and, in lieu  thereof,  the following
                  new Paragraph 1 is hereby inserted:

                    "1.  Until such time as the Company has no shares of Class A
                         Common Stock outstanding,  at which time this Agreement
                         shall  terminate,  Griffin  will (i)  cause  all of his
                         shares  of  RISCORP  to be voted  in  favor of  Dawson,
                         Revell,  Goode, and Greene for director and in favor of
                         no other  nominees at all  meetings of RISCORP at which
                         directors are elected,  and (ii) not take any action to
                         remove any such directors. In addition, Dawson, Revell,
                         Goode,  and  Greene  agree  not to add  any  additional
                         directors  to  the  Board  without  the  prior  written
                         consent of Griffin."

         3.       New Paragraph 2. A new Paragraph 2 to the Directors  Agreement
                  is hereby inserted as follows:

                  "2.      Griffin  shall be reelected to the Board at such time
                           as the sale of  substantially  all the  assets of the
                           Company is completed  pursuant to the Asset  Purchase
                           Agreement  with Zenith  Insurance  Company dated June
                           17, 1997, as amended, provided that such directorship
                           is not objected to by any insurance commissioner with
                           jurisdiction over any of the Company's subsidiaries."

               4.   Counterparts.  This Amendment may be executed in two or more
                    counterparts, each of which shall be deemed an original, but
                    all of  which  together  shall  constitute  one and the same
                    instrument.

         IN  WITNESS  WHEREOF,   the  undersigned  Parties  have  executed  this
Amendment as of the day and year set forth above.


                                  RISCORP, INC.
                                               By:      /s/ Frederick M. Dawson
                                               Name:    Frederick M. Dawson
                                               Title:   Chief Executive Officer



                             /s/ William D. Griffin
                               William D. Griffin



                                                     /s/ Frederick M. Dawson
                                                     Frederick M. Dawson



                                                     /s/ Walter S. Revell
                                                     Walter L. Revell



                                                     /s/ Seddon Goode, Jr.
                                                     Seddon Goode, Jr.



                                                       /s/ George E. Greene III
                                                     George E. Greene III