VOTING AGREEMENT

         THIS VOTING AGREEMENT (this "Agreement"), dated as of November 3, 1999,
is entered into by and among RISCORP,  INC., a Florida corporation  ("RISCORP"),
and  William  D.  Griffin,  an  individual  resident  of the  State  of  Florida
("Griffin"),  The RISCORP Group Holding  Company Limited  Partnership,  a Nevada
limited partnership ("RGHC"),  William D. Griffin Family Limited Partnership,  a
Nevada  limited  partnership  ("WDG Family  Partnership"),  Charlotte K. Griffin
Trust Number 3, a Florida trust ("CKG Trust"), Anna F. Griffin Trust Number 3, a
Florida  trust ("AFG  Trust"),  and John Ford Griffin  Trust Number 3, a Florida
trust ("JFG Trust"; and, together with RGHC, WDG Family Partnership,  CKT Trust,
and AFG Trust, the "Shareholders" and each a "Shareholder") of RISCORP.

                                         W I T N E S S E T H:

         WHEREAS,  the Shareholders own (both beneficially and of record) in the
aggregate 24,334,443 shares of Series B Common Stock, par value $.01, of RISCORP
("Class B Common Stock");

         WHEREAS, RISCORP, Acquiror and Griffin are parties to that certain Plan
and  Agreement  of Merger,  dated  November  3, 1999 (the  "Merger  Agreement"),
pursuant to which Acquiror will be merged with and into RISCORP (the "Merger");

         WHEREAS, as a condition to the willingness of RISCORP to enter into the
Merger  Agreement,  RISCORP has requested that each  Shareholder  agree,  and in
order to induce RISCORP to enter into the Merger Agreement, each Shareholder has
agreed,  among  other  things,  (i) with  respect  to certain  questions  put to
shareholders of RISCORP for a vote, to vote the Shares (as hereinafter defined),
in each case, in  accordance  with the terms and  conditions of this  Agreement,
(ii) in the event a  Shareholder  should  fail to vote its Shares in  accordance
with the terms of this Agreement, to appoint RISCORP as such Shareholder's proxy
to vote all the shares of Class B Common Stock now owned or which may  hereafter
be acquired by such Shareholder (such Shareholder's  "Shares"), and (iii) to the
other provisions of this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained  herein and other good and  valuable  consideration,  the  adequacy of
which is hereby  acknowledged,  and intending to be legally  bound  hereby,  the
parties hereto agree as follows:

          1.  Representations  and Warranties of Shareholders.  Each Shareholder
hereby represents and warrants to RISCORP as follows:

                  1.1. Title to the Shares.  Such Shareholder is the owner (both
beneficially  and of record) of the number of shares of Class B Common Stock set
forth opposite its name on the signature  pages of this  Agreement  (which as of
the date hereof  constitutes each such  Shareholder's  Shares) and has exclusive
power to vote such shares on all matters submitted to holders of shares of Class
B Common  Stock.  Other than the right to  convert  the shares of Class B Common
Stock into shares of Class A Common Stock,  such  Shareholder  does not have any
rights of any nature to acquire any  additional  shares of Common Stock.  To the
knowledge of each  Shareholder,  the  Shareholders'  Shares,  in the  aggregate,
constitute  all of the  outstanding  shares  of  Class B  Common  Stock.  Except
pursuant to (i) the  Directors  Agreement  dated May 19,  1997,  among  RISCORP,
William Griffin,  Frederick M. Dawson,  Walter L. Revell,  Seddon Goode, Jr. and
George E. Greene III, as amended (the "Directors  Agreement"),  and (ii) a Stock
Pledge  and  Security   between  The  RISCORP  Group  Holding   Company  Limited
Partnership and SouthTrust Bank of Alabama, N.A., dated as of March 28, 1996, as
amended (the "Pledge and Security Agreement"), such Shareholder owns all of such
Shareholder's  Shares free and clear of all security interests,  liens,  claims,
pledges,  options,  rights of first  refusal,  agreements,  limitations  on such
Shareholder's  voting  rights,  charges  and other  encumbrances  of any  nature
whatsoever,  and,  except as  provided  or  described  in this  Agreement,  such
Shareholder has not appointed or granted any proxy,  which  appointment or grant
is still effective, with respect to any of such Shareholder's Shares.

                  1.2.  Authority  Relative to this Agreement.  Such Shareholder
has all necessary power and authority to execute and deliver this Agreement,  to
perform  its   obligations   hereunder  and  to  consummate   the   transactions
contemplated  hereby.  The  execution  and  delivery of this  Agreement  by such
Shareholder  and  the  consummation  by  such  Shareholder  of the  transactions
contemplated  hereby  have been duly and  validly  authorized  by all  necessary
action on the part of such Shareholder. This Agreement has been duly and validly
executed and delivered by such Shareholder and, assuming the due  authorization,
execution  and  delivery  by  RISCORP,  constitutes  a legal,  valid and binding
obligation  of  such  Shareholder,   enforceable  against  such  Shareholder  in
accordance  with  its  terms,  (i)  except  as may  be  limited  by  bankruptcy,
insolvency,   moratorium  or  other  similar  laws   affecting  or  relating  to
enforcement  of  creditors'  rights  generally,  and  (ii)  subject  to  general
principles of equity.

                  1.3. No Conflict. The execution and delivery of this Agreement
by such  Shareholder  does not, and the  performance  of this  Agreement by such
Shareholder will not, (a) require any consent, approval, authorization or permit
of, or filing with or notification to, any governmental or regulatory authority,
domestic or foreign by such  Shareholder,  or (b)  conflict  with or violate any
law, rule, regulation, order, judgment or decree applicable to such Shareholder.

         2. Covenants of  Shareholders.  Each  Shareholder  hereby covenants and
agrees that,  during the time this  Agreement is in effect,  except as otherwise
specifically  contemplated by (i) this Agreement,  (ii) the Directors Agreement,
or (iii) the Pledge and  Security  Agreement,  such  Shareholder  shall not, and
shall not offer or agree to, sell,  transfer,  tender,  assign,  hypothecate  or
otherwise dispose of, or create or permit to exist any security interest,  lien,
claim,  pledge,  option, right of first refusal,  agreement,  limitation on such
Shareholder's  voting  rights,   charge  or  other  encumbrance  of  any  nature
whatsoever  with  respect  to the  Shares  now  owned or that may  hereafter  be
acquired by such Shareholder.

         3.       Voting Agreement; Proxy of Shareholders.

                  3.1. Voting  Agreement.  Each Shareholder  hereby agrees that,
during the time this Agreement is in effect,  at any meeting of the shareholders
of  RISCORP,  however  called,  and in any  action  by  written  consent  of the
shareholders of RISCORP,  such Shareholder  shall:  (a) vote such  Shareholder's
Shares in favor of the Merger  Agreement  (as amended from time to time) and any
of the  transactions  contemplated  by the  Merger  Agreement;  and (b) vote the
Shares  against  any action or  agreement  that would  result in a breach in any
material  respect  of any  covenant,  representation  or  warranty  or any other
obligation of RISCORP under the Merger  Agreement or which is reasonably  likely
to result in any conditions to RISCORP's  obligations under the Merger Agreement
not being  fulfilled.  Each of the  Shareholders  shall vote on all issues other
than those  specified  in this Section 3.1 that may come before a meeting of the
Shareholders of RISCORP in such  Shareholder's  sole  discretion,  provided that
such vote is not inconsistent with the purposes of this Agreement.

         3.2. Irrevocable Proxy. Each Shareholder agrees that, in the event such
Shareholder  shall fail to comply with the  provisions  of Section 3.1 hereof as
determined by RISCORP in its reasonable  discretion,  such failure shall result,
without any further action by such Shareholder,  in the irrevocable  appointment
of RISCORP as the attorney-in-fact and proxy of such Shareholder pursuant to the
provisions  of  Florida  law,  with full  power of  substitution,  to vote,  and
otherwise act (by written consent or otherwise) with respect to, the Shares that
such  Shareholder is entitled to vote at any meeting of  shareholders of RISCORP
(whether annual or special and whether or not an adjourned or postponed meeting)
or consent in lieu of any such meeting or  otherwise,  solely on the matters and
in the manner specified in Section 3.1 hereof.  THIS PROXY AND POWER OF ATTORNEY
IS IRREVOCABLE AND COUPLED WITH AN INTEREST.  Such  Shareholder  hereby revokes,
effective upon the execution and delivery of the Merger Agreement by the parties
thereto,  all  other  proxies  and  powers  of  attorney  with  respect  to such
Shareholder's  Shares that such  Shareholder  may have  heretofore  appointed or
granted (other than as set forth in the Pledge and Security  Agreement),  and no
subsequent   proxy  or  power  of  attorney   (except  in  furtherance  of  such
Shareholder's  obligations  under  Section 3.1 hereof) shall be given or written
consent  executed  (and if given or executed,  shall not be  effective)  by such
Shareholder with respect thereto so long as this Agreement remains in effect.

         4.  Termination.  This  Agreement  shall  terminate  on the  date  (the
"Termination Date") that is the earlier of (a) the Closing Date and (b) the date
on which the Merger Agreement is terminated in accordance with its terms.

         5.       Miscellaneous.

                  5.1.  Expenses.  All costs and expenses incurred in connection
with the transactions  contemplated by this Agreement shall be paid by the party
incurring such costs and expenses.

                  5.2.  Further  Assurances.  Each  Shareholder and RISCORP will
execute and deliver all such further documents and instruments and take all such
further  action as may be  necessary  in order to  consummate  the  transactions
contemplated hereby.

                  5.3.  Specific  Performance.  The  parties  hereto  agree that
irreparable  damage would occur in the event any provision of this  Agreement is
not performed in accordance  with the terms hereof and that the parties shall be
entitled to specific  performance of the terms hereof,  in addition to any other
remedy at law or in equity.

                  5.4. Entire Agreement.  This Agreement  constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, among
such parties with respect to the subject matter hereof.

               5.5.  Assignment.   This  Agreement  shall  not  be  assigned  by
operation of law or otherwise.

                  5.6.  Parties in  Interest.  This  Agreement  shall be binding
upon,  inure solely to the benefit of, and be enforceable by, the parties hereto
and their successors and permitted assigns.  Nothing in this Agreement,  express
or  implied,  is intended  to or shall  confer upon any other  person any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.

               5.7.  Amendment.  This  Agreement may not be amended except by an
instrument in writing signed by the parties hereto.

                  5.8.  Severability.  If any  term or other  provision  of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy,  all other  conditions and provisions of this Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of this Agreement is not affected in any manner materially  adverse to
any party. Upon such  determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties as closely as possible in a mutually acceptable manner in order that the
terms of this Agreement remain as originally  contemplated to the fullest extent
possible.

                  5.9.  Notices.   Except  as  otherwise  provided  herein,  all
notices,  requests,  claims, demands and other communications hereunder shall be
in writing  and shall be given (and shall be deemed to have been duly given upon
receipt) by delivery in person, by cable,  facsimile  transmission,  telegram or
telex or by  registered  or certified  mail  (postage  prepaid,  return  receipt
requested)  to the  respective  parties at the  following  addresses (or at such
other  address for a party as shall be specified in a notice given in accordance
with this Section 5.9):

         if to RISCORP:

                  2 North Tamiami Trail
                  One Sarasota Tower
                  Suite 608
                  Sarasota, Florida  34236
                  Attention:  Walter E. Riehemann
                  Facsimile:  (941) 366-0993
                  Telephone:  (941) 366-5015

         with a copy to:

                  Alston & Bird LLP
                  1201 West Peachtree Street
                  Atlanta, Georgia  30309
                  Attention:  J. Vaughan Curtis, Esq.
                  Facsimile:  (212) 424-8500
                  Telephone:  (212) 424-8000



<PAGE>


         if to the Shareholders:

                  c/o William D. Griffin
                  One Sarasota Tower
                  Suite 410
                  Sarasota, Florida  34236
                  Facsimile: (941)316-6813
                  Telephone:(941)316-6800

         with a copy to:

                  King & Spalding
                  191 Peachtree Street
                  Atlanta, Georgia  30303
                  Attention: Edward J. Hawie, Esq.
                  Facsimile:  (404) 572-5100
                  Telephone: (404)  572-4600

                  5.10 Governing  Law. This Agreement  shall be governed by, and
construed in  accordance  with,  the laws of the State of Florida  applicable to
contracts  executed  in and to be  performed  in Florida  without  regard to any
principles of choice of law or conflicts of law of such state.

               5.11. Definitions. Capitalized terms not otherwise defined herein
shall have the meanings set forth in the Merger Agreement.

                  5.12.  Headings.  The descriptive  headings  contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.

                  5.13.  Counterparts.   This  Agreement  may  be  executed  and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts,  each of which when so
executed and delivered  shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.



<PAGE>


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

                                  RISCORP, INC.


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


                                              /s/ William D. Griffin
                               WILLIAM D. GRIFFIN

17,268,841                                  THE RISCORP GROUP HOLDING COMPANY
shares                                      LIMITED PARTNERSHIP

                                       By:  Gryphus Company I, General Partner

                                            By       /s/ William D. Griffin
                                            WILLIAM D. GRIFFIN, President

4,907 211                                   WILLIAM D. GRIFFIN FAMILY LIMITED
shares                                      PARTNERSHIP

                                        By:  Gryphus Company I, General Partner

                                            By:      /s/ William D. Griffin
                                            WILLIAM D. GRIFFIN, President

 719,464                                    CHARLOTTE K. GRIFFIN TRUST NUMBER 3
 -------
 shares

                                            By:      /s/ L. Scott Merritt
                                                   L. Scott Merritt, Trustee

719,464                                     ANNA F. GRIFFIN TRUST NUMBER 3
-------
shares

                                            By:      /s/ L. Scott Merritt
                                                   L. Scott Merritt, Trustee

719,463                                     JOHN FORD GRIFFIN TRUST NUMBER 3
-------
shares

                                            By:      /s/ L. Scott Merritt
                                                   L. Scott Merritt, Trustee