FIRST AMENDMENT TO SHAREHOLDER PROTECTION
                                RIGHTS AGREEMENT


         THIS  AGREEMENT  ("Agreement"),  dated  as of the 3rd day of  November,
1999, by and between RISCORP,  Inc., a Florida corporation (the "Company"),  and
First Union National Bank, as Rights Agent (the "Rights Agent"), constitutes the
First Amendment to the  Shareholder  Protection  Rights  Agreement dated May 13,
1999 by and between the Company and the Rights Agent (the "Rights Agreement").

                              W I T N E S S E T H:

         WHEREAS,  the parties  hereto  desire to amend the Rights  Agreement in
certain respects on the terms and conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto do hereby agree as follows:

         1.       The Rights Agreement is hereby amended by:

         (a) Adding  the  following  sentence  at the end of the  definition  of
"Acquiring Person" in Section 1.1 of the Rights Agreement:

         "Notwithstanding  any of the  terms  of the  foregoing  definition,  no
         Person shall become an "Acquiring  Person"  solely as the result of the
         execution  and  delivery  of,  or  the   consummation  of  any  of  the
         transactions contemplated by, the Plan and Agreement of Merger dated as
         of  November 3, 1999,  by and among the  Company,  Griffin  Acquisition
         Corp.  and  William  D.  Griffin  (the  "Merger  Agreement"),  and  any
         agreements,  documents  or  instruments  executed  or  entered  into in
         connection  with the  Merger  Agreement  (collectively  with the Merger
         Agreement, the "Transaction Documents")."

         (b) Deleting the definition of "Expiration  Time" in Section 1.1 of the
Rights Agreement in its entirety, and inserting the following:

         ""Expiration  Time" shall mean the earliest of (i) the  Exchange  Time,
         (ii) the  Termination  Time,  (iii)  February 15,  2008,  (iv) upon the
         merger of the Company into another corporation pursuant to an agreement
         entered into prior to a Flip-In  Date,  and (v) upon the closing of the
         merger of Griffin  Acquisition  Corp. into the Company  pursuant to the
         terms of the Transaction Documents."

         (c) Adding  the  following  sentence  at the end of the  definition  of
"Separation Time" in Section 1.1 of the Rights Agreement:

         "Notwithstanding  any of the  terms  of the  foregoing  definition,  no
         "Separation  Time" will occur solely as the result of the execution and
         delivery  of,  or  the   consummation   of  any  of  the   transactions
         contemplated by, the Transaction Documents."

         (d) Adding  the  following  sentence  at the end of the  definition  of
"Stock Acquisition Date" in Section 1.1 of the Rights Agreement:

         "Notwithstanding  any of the  terms  of the  foregoing  definition,  no
         "Stock  Acquisition  Date"  will  occur  solely  as the  result  of the
         execution  and  delivery  of,  or  the   consummation  of  any  of  the
         transactions  contemplated by, the Transaction Documents, or any public
         announcement of any of the foregoing."

         2. All terms  defined in the  Rights  Agreement  which are used  herein
shall have the meanings  defined in the Rights  Agreement,  unless  specifically
defined otherwise herein.

         3. The term  "Agreement" as used in the Rights Agreement shall mean the
Rights Agreement,  as amended by this Agreement,  or as it may from time to time
be amended in the future by one or more other written  amendment or modification
agreements  entered into  pursuant to the  applicable  provisions  of the Rights
Agreement.

         4. This Agreement  shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.

         5. This  Agreement  shall be governed by and  construed and enforced in
accordance with the laws of the State of Florida.

         6. Except as expressly herein amended,  the terms and conditions of the
Rights Agreement shall remain in full force and effect.

         7. This  Agreement  is not intended to be, nor shall it be construed to
be, a novation.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                            RISCORP, INC.


                                            By:      /s/ Walter E. Riehemann
                               Walter E. Riehemann
                                    President

                            FIRST UNION NATIONAL BANK


                                            By:      /s/ Joan Kaprinski
                                 Joan Kaprinski
                                 Vice President