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                                                                    EXHIBIT 10.8

                                 THIRD AMENDMENT
                                     TO THE
                     SUMMIT CONSULTING, INC. RETIREMENT PLAN

         THIS THIRD AMENDMENT to the Summit Consulting, Inc. Retirement Plan is
adopted by Summit Consulting, Inc. (the "Company"), effective as of the dates 
set forth herein.

                              W I T N E S S E T H:

         WHEREAS, the Company maintains the Summit Consulting, Inc. Retirement 
Plan (the "Plan"), and such Plan is currently in effect; and

         WHEREAS, the Company is a 100% subsidiary of Summit Holding Corporation
and Summit Holding Corporation is wholly owned, 50% directly and 50% indirectly,
by Employers Self Insurers Fund, a Florida group self-insurance fund ("ESIF");
and

         WHEREAS, ESIF has entered into that certain Amended Plan of Conversion
and Recapitalization approved by the Florida Department of Insurance on November
15, 1996, by ESIF's Board of Trustees on April 15, 1997 and by ESIF's eligible
members on May 9, 1997 (the "Plan of Conversion"), pursuant to which, among
other things, ESIF will convert to a stock insurance company (the "Conversion"),
and all of ESIF's common stock will be owned by Summit Holding Southeast, Inc.,
a Florida corporation ("SHSI");

         WHEREAS, as part of the Plan of Conversion, the Company will remain a
100% subsidiary of Summit Holding Corporation, but Summit Holding Corporation
will become a 100% subsidiary of SHSI; and

         WHEREAS, as part of the Plan of Conversion, the Company wishes to
transfer sponsorship of the Plan to SHSI (but the Company will continue to
participate in the Plan); and

         WHEREAS, as part of the Plan of Conversion, the Company wishes to
approve a contribution of SHSI common stock to the account of each Eligible
Employee who is a Member of the Plan (as such terms are defined in the Plan) as
of effective date of the Conversion;

         NOW, THEREFORE, the Company hereby amends the Plan as follows:


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                                       1.

         A new Section 3.7 is hereby added to the Plan as follows:

         "3.7 Stock Bonus Contribution. As soon as practicable following the
         effective date of the Conversion (as defined below), each Eligible
         Employee who is employed as of effective date of the Conversion, shall
         receive an allocation of 100 shares of common stock of Summit Holding
         Southeast, Inc.. Such stock shall be held in a separate account know as
         the 'Stock Bonus Contribution Account'. Assets held in the Stock Bonus
         Contribution Account shall be subject to the same vesting provisions as
         the Matching Account (see Section 9.3(b) for vesting schedule). A
         Member's vested Stock Bonus Contribution Account shall be distributed
         in the same manner and at the same time as provided in Section 8
         (Payment of Benefits on Retirement or Death) or Section 9 (Payment of
         Benefits on Termination of Employment), whichever is applicable. Any
         cash or stock dividend allocated to a Member's Stock Bonus Contribution
         Account shall be allocated to such Member's Stock Bonus Contribution
         Account. It is hereby expressly provided that the Plan may acquire and
         hold 'qualifying employer securities' as defined in Section 407(d)(5)
         of ERISA.

         The 'Conversion' referred to above is the act of the Employers Self
         Insurers Fund, a Florida group self-insurance fund ('ESIF') converting
         to a stock insurance company pursuant to the 'Plan of Conversion'. The
         'Plan of Conversion' is the Amended Plan of Conversion and
         Recapitalization approved by the Florida Department of Insurance on
         November 15, 1996, by the Board of Trustees of ESIF on April 15, 1997
         and by ESIF's eligible members on May 9, 1997."

                                       2.

         A new Section 2.6 is hereby added to the Plan as follows:

         "2.6 Each Eligible Employee who is employed as of the effective date of
         the Conversion ("Conversion Date") (expected to be May 28, 1997) and
         who has not otherwise satisfied the eligibility requirements of this
         Section 2 shall become a Member as of the date on which the Stock Bonus
         Contribution is made to the Plan. It is the purpose of this Section 2.6
         that all Eligible Employees employed as of the Conversion Date be
         eligible to share in the Stock Bonus Contribution. The Stock Bonus
         Contribution is expected to be a one-time contribution. Therefore, all
         Eligible Employees hired after the Conversion Date shall not become
         Members until such Eligible Employees have satisfied the other
         requirements of this Section 2 (e.g., the Entry Date after satisfying
         the Eligibility Period of Service).

         See Section 3.7 for background regarding the Stock Bonus Contribution 
         and related definitions."


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                                       3.

         The following is hereby added to the Preamble of the Plan as follows:

         "Background Regarding Third Amendment to Plan and Change in Plan
         Sponsorship. Prior to the adoption of the Third Amendment to the Plan,
         the Primary Sponsor, Summit Consulting, Inc., was a 100% subsidiary of
         Summit Holding Corporation and Summit Holding Corporation was wholly
         owned, 50% directly and 50% indirectly, by Employers Self Insurers
         Fund, a Florida group self-insurance fund ("ESIF"). ESIF entered into
         an Amended Plan of Conversion and Recapitalization approved by the
         Florida Department of Insurance on November 15, 1996, by ESIF's Board
         of Trustees on April 15, 1997 and by ESIF's eligible members on May 9,
         1997 (the "Plan of Conversion"), pursuant to which, among other things,
         ESIF was converted into a stock insurance company (the "Conversion"),
         and all of ESIF's common stock was owned by Summit Holding Southeast,
         Inc., a Florida corporation ("SHSI"). Following the Plan of Conversion,
         Summit Consulting, Inc. remained a 100% subsidiary of Summit Holding
         Corporation, but Summit Holding Corporation became a 100% subsidiary of
         SHSI. Furthermore, effective as of the date of the Conversion, Summit
         Consulting, Inc. transferred sponsorship of the Plan to SHSI (but
         Summit Consulting, Inc. continued to participate in the Plan).
         Therefore, except for historical references, as of the effective date
         of the Third Amendment to the Plan, all references to the Primary
         Sponsor shall refer to Summit Holding Southeast, Inc.."

                                       4.

         This Third Amendment shall be effective in the event and upon the
effective date of the Conversion. The Conversion is expected to occur on May 28,
1997. Except as amended herein, the Plan shall continue in full force and
effect.

         IN WITNESS WHEREOF, the undersigned has adopted this Amendment on the
date shown below, but effective as of the date indicated above.

                                                     SUMMIT CONSULTING, INC.

Date: May 28, 1997                                   By:   /s/ William B. Bull
                                                          --------------------
                                                              William B. Bull
                                                              President


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