<PAGE>   1
                                                                     EXHIBIT 3.1


                           STATE OF SOUTH CAROLINA            
                             SECRETARY OF STATE               
                                                              

                             ARTICLES OF AMENDMENT

       Pursuant to Section 3-10-106 of the 1976 South Carolina Code, as
amended, the undersigned corporation adopts the following Articles of Amendment
to its Articles of Incorporation:

1.     The name of the corporation is The Seibels Bruce Group, Inc.

2.     On April 9. 1997, the corporation adopted the following Amendment(s) of
       its Articles of Incorporation (Type or attach the complete test of Each
       Amendment):

      Article 4 of the Company's Articles of Incorporation is amended to add
the following language before the paragraph beginning with the words "If shares
are divided":

  "Effective at 11:59 p.m. (the "Effective Time"') on the date of filing of
          Articles of Amendment with the Secretary of State of the State of
          South Carolina set6ng forth this Amendment (the "Effective Date"),
          each four (4) shares of authorized Common Stock issued and
          outstanding or held in the treasury of the Corporation immediately
          prior to the Effective Time shall automatically be reclassified and
          changed into one (1) validly issued, fully paid and nonassessable
          share of Common Stock (a "New Share').  Each holder of record of
          shares of Common Stock so reclassified and changed shall at the
          Effective time automatically become the record owner of the number of
          New Shares as shall result from such reclassification and change.
          Each such record holder shall be entitled to receive, upon the
          surrender of the certificate or certificates representing transfer
          agent of the Corporation in such form and accompanied by such
          documents, if any, as may be prescribed by the transfer agent of the
          Corporation, a new certificate or certificates representing the
          number of New Shares of which he or she is the record owner after @
          effect to the provisions of this Article 4. The Corporation shall not
          issue fractional New Shares.  Shareholders entitled to receive
          fractional New Shares shall receive cash in lieu of any fractional
          shares at a price per share equal to the product of (a) the number of
          shares of the Common Stock held by such holder immediately prior to
          the Effective Time which have not been classified into a whole New
          Share, multiplied by (b) the arithmetic average of the closing bid
          and closing asked prices of the Common Stock regular way as reported
          on The Nasdaq National Market for the (30) days immediately preceding
          the third day prior to the Effective Date."

  3.     The manner, if not set forth in the Amendment, in which any
         exchange,reclassification, or cancellation of issued shares provided
         for in
<PAGE>   2
         the Amendment shall be effected, is as follows (If not applicable,
insert "Not applicable, or "NA"):

                                        Certified to be a true and correct Copy
                                        as taken from and compared with
                                        The Original on File in This Office APR
                                        10 1997

                               Not applicable

4.     Complete either a or b, whichever is applicable.
         a.   X-Amendment(s) adopted by shareholder action.
         At the date of adoption of the Amendment, the number of outstanding
         shares of each voting group entitled to vote separately on the
         Amendment, and the vote of such shares was:

<TABLE>
<CAPTION>
                                                                                                              
                                                               Number of Votes               Number of Undisputed'
Voting Group            Number of         Number of Votes        Represented                    Shares Voted           
Common Stock       Outstanding Shares   Entitled to be Cast     at the Meeting          For                      Against
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>                 <C>                   <C>                   <C>
24,664,373             24,664,373           22,300,534          21,901,998            331,527               (67,009 Abstaining)
</TABLE>

  NOTE:Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
              state the total number of undisputed shares cast for the
              amendment by each voting group together with a statement that the
              number of cast for the amendment by each voting group was
              sufficient for approval by that voting group.

         b.   X-Amendment(s) adopted by the incorporators or board of directors
              without shareholder approval pursuant to Section 33-6-102(d).
              33-10-102 and 33-10-105 of the 1976 South Carolina Code, as
              amended, and shareholder action was not required.

5.       Unless a delayed date is specified, the effective date of these
         Articles of Amendment shall be the date of acceptance for by the
         Secretary of State (See Section 33-1-230(b)):


Date: April 10. 1997                          The Seibels Bruce Group . Inc.
      --------------                          ------------------------------


                                        By:   Ernst N. Csiszar, CEO and
                                        -------------------------------
                                        President
                                        ---------




                                       2
<PAGE>   3
Pursuant to Section 33-10-106(6)(t), the Corporation can alternatively state
the total number of undisputed shares cast for the amendment by each voting
group together with a statement that the number of cast votes for the amendment
by each voting group was sufficient for approval by that voting group.





                                       3
<PAGE>   4
                            STATE OF SOUTH CAROLINA           SECRETARY OF STATE
                              SECRETARY OF STATE                      FILED
                            ARTICLES.OF CORRECTION
                                                                  MAY 1 3 1997
                                                             Am               Pm

       The following information is submitted pursuant to Section 33-1-240 of
the 1976.South Carolina Code, as amended,.

  1. The name of the corporation is          The Seibels Bruce Group, Inc.

  2. That on April 10, 1997. the corporation filed (fill out whichever is
     applicable):

       a.      )          The following described document:

       b.     X)          The attached document ( attach copy Of the document).

  3.   That this document was Incorrect in the following manner:
  The number of shares of common stock (24,664,373) listed in Section 4 under
  the columms_"Number of Outstanding Shares" and "Number of Votes Entitled to
  be Cast" was incorrect.

  That the incorrect matters stated in Paragraph 3 should be revised as
  follows:  The number of shares of common stock listed in Section 4 under the
  columns "Number of (Outstanding Shares" and "Number of Votes Entitled to be
  Cast" should be changed to 24,691,029.-

     Date: 5/13/97                          The Seibels Bruce Group, Inc.
                                            -----------------------------
                                                 (Name of the Corporation)

                                   BY: Priscilla C. Brooks, Corporate Secretary
                                       ----------------------------------------

     (Certified to be a true and correct copy as taken
       from and compared with the original on file
        in this office)
              MAY 13 1997
(Secretary of State of South Carolina)

FILING INSTRUCTIONS

  1.   Two copies of this form, the original and either a duplicate original or
       a certified copy, must be filed.

  2.  Filing Fee(payable to the Secretary of State at the time of filing this
           application) - $10.00





                                       4
<PAGE>   5
                                  SPECIAL NOTE

  Section 33-1-240(c) states that articles of correction are effective on the
  effective date of the document they correct except as to persons relying on
  the uncorrected document and adversely affected by the correction. As to
  those persons, articles of correction are effective when filed.

                                               Form Approved BY South Carolina
                                               Secretary of State 1989





                                       5
<PAGE>   6
                           STATE OF SOUTH CAROLINA            SECRETARY OF STATE
                              SECRETARY OF STATE                     FILED
                                                            AM       APR 10 1997

                            ARTICLES OF AMENDMENT

       Pursuant to Section 3-10-106 of the 1976 South Carolina Code, as
amended, the undersigned corporation adopts the following Articles of Amendment
to its Articles of Incorporation:

I . The name of the corporation is The Seibels Bruce Group, Inc.

2.  On April 9. 199.7 the corporation adopted the following Amendment(s) of its
    Articles of Incorporation (Type or attach the complete test of Each
    Amendment):

Article 4 of the Company's Articles of Incorporation is amended to add the
following before the paragraph b with the words "If shares are divided . ...":

       "Effective at 11:59 p.m. (the "Effective Time) on the date of @ of
Articles of Amendment with the Secretary of State of the State of South
Carolina setting forth this Amendment (the "Effective Date), each four (4)
shares of authorized Common Stock issued and outstanding or held in the
treasury of the Corporation immediately prior to the Effective Time shall
automatically be reclassified and changed into one (1) validly issued, fully
paid and nonassessable share of Common Stock (a "New Share!).  Each holder of
record of shares of Common Stock so reclassified and changed shall at the
Effective Time automatically become the record owner of the New Shares as a
result from such reclassification and change.  Each such record holder shall be
entitled to upon the surrender of the certificate or certificates representing
the shares of Common Stock so reclassified and changed at the office of the
agent of the Corporation m such form and accompanied by such if any, as may be
prescribed by the agent of the Corporation, anew certificate or certificates
representing the number of New Shares of which he or she is the record owner
after giving effect to the provisions of this Article 4. The Corporation shall
not line fractional New Shares.  Shareholders entitled to receive fractional
New Shares shall receive cash in lieu of any fractional shares at a price per
share equal to the product of (a) the number of shares of the Common Stock held
by such holder immediately prior to the Effective Time which have not been
classified into a whole New Share, multiplied by (b) the arithmetic average of
the closing bid and closing asked prices of the Common Stock regular way as
reported on The Nasdaq National Market for the @ (30) days immediately
preceding the third day prior to the Effective Date."

3 .    The manner, if not set forth in the Amendment, in which any exchange,
       reclassification, or cancellation of issued shares provided for in the
       Amendment shall be effected, is as follows (If not applicable, insert
       "Not applicable!' or "NA!'):





                                       6
<PAGE>   7
Certified to be a true and correct copy   as taken from and compared with the
original on file in this office


       April 10, 1997                                      Not applicable


4.     Complete either a or b, whichever is applicable.
       a.   X Amendment(s) adopted by shareholder action.
       At the date of adoption of the Amendment, the number of outstanding
       shares of each voting group entitled to vote separately on the
       Amendment, and the vote of such shares was:

<TABLE>
<CAPTION>
  Voting Group   Number of    Number of       Number of            Number of
  Common Stock   Outstanding  Votes Entitled  Votes Represented    Undisputed
                 Shares       To be Cast      at the Meeting       Shares Voted
                                                                 For      Against
---------------------------------------------------------------------------------
               <S>          <C>             <C>            <C>         <C>       
               24,664,373   24,664,373      22,300,534     12,901,998  331,527
                                                           (67,009 Abstaining)
</TABLE>

NOTE:Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
            state the total number of undisputed shares cast for the amendment
            by each voting group together with a statement that the number of
            cast for the amendment by each voting group was sufficient for
            approval by that voting group.

         b.   Amendment(s) adopted by the incorporators or board of directors
              without shareholder approval to Section 33-6-102(d) and 33-10-105
              of the 1976 South Carolina Code, as amended, and shareholder
              action was not required.

5.       Unless a delayed date is specified, the effective date of these
         Articles of Amendment shall be the date of acceptance for filing by
         the Secretary of State (See Section 33-1-230(b)):

Date: April 10, 1997                              The Seibels Bruce Group, Inc.
      --------------                              -----------------------------

                                        Ernst N. Csiszar, CEO and President
                                        -----------------------------------

Pursuant to Section 33-10-106(6)(i), the corporation can alternatively state
the total number of undisputed shares cast for the amendment by each voting
group together with a statement that the number of cast votes for the amendment
by that voting group was sufficient for approval by that voting group.





                                       7
<PAGE>   8
                            STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                             ARTICLES OF AMENDMENT
Secretary of State
Filed Nov 26 1997


         Pursuant Sections 3-10-106 of the 1976 South Carolina Code, as
amended, the undersigned corporation adopts the following Articles of Amendment
to its Articles of Incorporation:

1. The name of the corporation is         The Seibels Bruce Group, Inc.

2. On October 16, 1997 the corporation adopted the following Amendment(s) of
   its Articles of Incorporation:

             (Type or attach the complete text of Each Amendment)

See attached Articles of Amendment

3.       The manner, if not set forth in the amendment, in which any
         exchange,reclassification,or cancellation of issued shares provided
         for in the Amendment shall be effected, is as follows: (if not
         applicable, insert "not applicable" Or N/A").

                 Not applicable

4.       Complete either a or b, whichever is applicable.

         a.      13 Amendment(s) adopted by shareholder action.

         At the date of adoption of the amendment, the number of outstanding
         shares of each voting group entitled to vote separately on the
         Amendment, and the vote of such shares was:

<TABLE>
<S>        <C>           <C>             <C>                  <C>
Voting     Number of     Number of       Number of Votes      Number of Undisputed
Group      Outstanding   Votes Entitled  Represented at       Shares 
Voted      Shares        To be Cast       the meeting         For Against
-------------------------------------------------------------------------
</TABLE>

                                        Certified to be a true and Correct copy
                                        as taken from And compared
                                        with the original on file in
                                        this office





                                       8
<PAGE>   9
Nov 26 1997   Secretary of State of South Carolina





                                       9
<PAGE>   10

                            STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                             ARTICLES OF AMENDMENT
                      TO THE ARTICLES OF INCORPORATION OF
                         THE SEIBELS BRUCE GROUP, INC.

TO THE SECRETARY OF STATE OF SOUTH CAROLINA:

         The undersigned corporation amending its Articles of Incorporation
submits for filing these Articles of Amendment setting forth the following as
required under Section 33-6-102 of the Code of Laws of South Carolina
Annotated:

         (1)     The name of the corporation is The Seibels Bruce Group, Inc.
                 (the "Corporation").

         (2)     The text of the amendment (the "Amendment") is to add the
Following provisions to Section 4 of the Articles of Incorporation of the
Corporation:

                                    SUBPART I

                              DESIGNATION AND RANK

         1.1     Destination.  A single series of Special Stock designated
"Cumulative Convertible Redeemable Nonvoting Special Preferred Stock"
(hereinafter called the "Convertible Stock") is hereby authorized.  The number
of authorized shares constituting the Convertible Stock is 220,000 Shares of
the Convertible Stock shall be issued at a stated value of $10.00 per share(the
"Stated Value").

         1.2     Rank.  With respect to the payment of the dividends and other
distributions with respect to the capital stock of the Corporation, including
the distribution of the assets of the Corporation upon liquidation, dissolution
or winding up, the Convertible Stock shall not be junior to any other series or
class of stock of the Corporation.





                                       10
<PAGE>   11
                                  SUBPART 2
                                DIVIDEND RIGHTS

         2.1     Dividend Rate.  From the date of original issuance, dividends
shall accrue on each share of Convertible Stock at an annual rate equal to
$0.62 per share.  The annual rate at which such dividends shall accrue is
hereinafter referred to as the "Dividend Rate."

         2.2     Accrual and Payment.  Dividends on each share of Convertible
Stock shall be cumulative and except as otherwise provided herein, dividends on
the Convertible Stock shall be payable, when and as declared by the Board of
Directors or a committee thereof, on December 3 1, March 3 1, June 3 0 and
September 3 0 (or, if such day is not a Business Day (as hereinafter defined),
on the next Business Day thereafter) of each year, commencing on December 31,
1997 (each such date being hereinafter referred to as a "Dividend Payment
Date"), to holders of record as they appear on the books of the Corporation on
such record date, not preceding the date upon which the resolution fixing the
record date is adopted and not exceeding 60 days preceding the relevant
Dividend Payment Date, as may be determined by the Board of Directors or a duly
authorized committee thereof If declared, dividends shall be paid in cash on
each Dividend Payment Date with respect to the quarterly period ending on such
Dividend Payment Date.  To the extent not declared and paid, dividends shall
accumulate.  The amount of dividends payable for the initial dividend period or
any period shorter or longer than a full dividend period shall be calculated on
the basis of a 360 day year of twelve 30-day months.  Accrued dividends not paid
on a Dividend Payment Date may be declared and paid at any time, without
reference to any regular Dividend Payment Date, to holders of record on such
record date, not preceding, the date upon which the resolution fixing, the
record date is adopted and not exceeding 60 days preceding the payment date
thereof, as may be fixed by the Board of Directors or a duly authorized
committee thereof "Business Day" shall mean any day excluding Saturday, Sunday
and any day on which the Fedwire funds transfer system of the Federal Reserve
Banks is not available for the transfer of funds.

         3.      Dividends or Distributions to Junior Stock.  So long as any
shares of Convertible Stock are outstanding, no dividend or distribution shall
be declared or paid or set aside for payment on the common stock of the
Corporation or on any other stock of the Corporation ranking junior to the
Convertible Stock as to dividends, unless, full cumulative dividends on all
outstanding shares of the Convertible Stock shall have been declared and paid
through and including the most recent Dividend Payment Date.





                                       11
<PAGE>   12
                                  SUBPART 3

                              LIQUIDATION RIGHTS

         3.1     Preferences of Convertible Stock on Winding-Up of the
Corporation.  In the event of any voluntary or involuntary liquidation,
dissolution, winding up of affairs of the Corporation or other similar event,
before any distribution is made upon any class of stock of the Corporation
ranking junior to the Convertible Stock, the holders of shares of Convertible
Stock shall be entitled to be paid, out of the assets of the Corporation
available for distribution to its shareholders, an amount per share equal to
the Stated Value, plus an amount equal to all accrued and unpaid dividends
(such amounts, together, the "Liquidation Value").  Neither the consolidation
nor merger of the Corporation with or into any other corporation or
corporations, nor the sale or lease of all or substantially all of the assets
of the Corporation shall itself be deemed to be a liquidation, dissolution or
winding-up of the affairs of the Corporation within the meaning, of any of the
provisions of this Subpart 3.

         3.2     Pro Rata Distribution.  If, upon distribution of the
Corporation's assets in liquidation, dissolution, winding-up or other similar
event, the net assets of the Corporation to be distributed among the holders of
shares of Convertible Stock and any other class or series of stock of the
Corporation ranking on a parity with the Convertible Stock as to distributions
upon liquidation are insufficient to permit payment in full to such holders of
the preferential amount to which they are entitled, then the entire net assets
of the Corporation shall be distributed among the holders of shares of
Convertible Stock and such other class or series of stock ratably in proportion
to the full amounts to which they would otherwise be respectively entitled and
such distributions may be made in cash or in property taken at its fair value
(as determined in good faith by the Board of Directors), or both, at the
election of the Board of Directors.

         3.3     Priority.  All of the preferential amounts to be paid to the
holders of the Convertible Stock and the holders of any other class or series
of stock of the Corporation ranking on a parity with the Convertible Stock as
to distributions upon liquidation shall be paid or set apart for payment before
the payment or setting apart for payment of any amount for, or the distribution
of any assets of the Corporation to, the holders of the common stock of the
Corporation and any other class or series of stock of the Corporation which is
junior to the Convertible Stock as to distributions upon liquidation.

                                  SUBPART 4

                                VOTING RIGHTS

         4.1     General.  The holders of shares of Convertible Stock shall
have no voting rights except as required by law.  The holders of Convertible





                                       12
<PAGE>   13
Stock shall be entitled to notice of any meeting of the stockholders of the
Corporation.

                                  SUBPART 5
                                      
                                  REDEMPTION

         5.1     Optional Redemption by the Corporation.  Issued and
outstanding shares of the Convertible Stock shall be redeemable, at the option
of the Corporation, as a whole or in part, at any time on or after August 15,
2000 up to but not including August 15, 2002, at a redemption price per share
(the "Redemption Price") equal to $15.00 per share, plus any accrued and unpaid
dividends through the Redemption Date (as hereinafter defined).  On the
Redemption Date, the Corporation shall pay to each holder of Convertible Stock
an amount in cash equal to the aggregate Redemption Price for such holder's
shares, by wire transfer of immediately available funds to such account as is
designated by such holder.

         5.2     Mandatory Redemption by the Corporation.  All of the issued
and outstanding shares of Convertible Stock shall be redeemed by the
Corporation on August 15, 2002 at a Redemption Price per share equal to $10.00
per share, plus any accrued and unpaid dividends through the Redemption Date.
On the Redemption Date, the Corporation shall pay to each holder of Convertible
Stock an amount in cash equal to the aggregate Redemption Price for such
holder's shares, by wire transfer of immediately available federal funds to
such account as is designated by such holder.

         5.3     Notice to Holders.  The Corporation shall give notice of any
redemption under this Subpart 5 at least 30 days prior to the date the
Corporation is required to or proposes to redeem all or any portion, as
applicable, of the outstanding shares of Convertible Stock (the "Redemption
Date"), by registered mail (return receipt requested), postage prepaid, to each
of the holders of record of the Convertible Stock; provided, however, that in
the case of a mandatory redemption under Subpart 5.2 hereof the failure of the
Corporation to give notice as required by this Subpart 5.3 shall not alter or
affect the rights of the holders of the Convertible Stock to have their shares
of Convertible Stock redeemed by the Corporation in accordance with the terms
of this Subpart 5. Such notice shall be addressed to each such holder at the
address as it appears on the stock transfer books of the Corporation and shall
specify the Redemption Date.  Notice having been mailed as aforesaid, from and
after the close of business on the Redemption Date (unless default shall be
made by the Corporation in payment of the Redemption Price), dividends on the
shares of Convertible Stock shall cease to accrue, and said shares shall no
longer be deemed to be outstanding, and all rights of the holders thereof as
stockholders of the Corporation (except the right to receive from the
Corporation the Redemption Price provided for herein) shall cease.  Upon
surrender in accordance with said notice of the





                                       13
<PAGE>   14
certificates representing the shares so redeemed (properly endorsed or assigned
for transfer, if required by the Board of Directors of the Corporation and the
notice of redemption so states), such shares shall be redeemed by the
Corporation at the Redemption Price provided for herein.  Any shares of
Convertible Stock which shall at any time have been redeemed shall, upon such
redemption, be retired and the Corporation shall take all such steps as are
necessary to cause such shares thereafter to have the status of authorized but
unissued shares of Special Stock of the Company, without designation as to
series, until such shares are once again designated as shares of a particular
series of Special Stock of the Company.

                                  SUBPART 6
                                      
                              CONVERSION RIGHTS

                 6.1      Conversion.  Holders of shares of Convertible Stock
shall have the right to convert all or a portion of such shares (including
fractions of such shares) into shares of common stock, par value $1.00 per
share, of the Corporation (the "Common Stock"), as follows:

                 (a)      Subject to and upon compliance with the provisions of
         this Subpart 6, a holder of shares of Convertible Stock shall have the
         right, at such holder's option, at any time on or after August 15,
         2000 up to but not including August 15, 2002, to convert any of such
         shares (or fractions thereof) into the number of fully paid and
         nonassessable shares of Common Stock (calculated as to each conversion
         to the nearest 1/100th of a share) obtained by dividing the Stated
         Value of the shares to be converted by the Conversion Price (as
         hereafter defined) and by surrender of such shares, such surrender to
         be made in the manner provided in paragraph (b) of this Subpart 6;
         provided, however, that the right to convert shares called for
         redemption pursuant to Subpart 5.1 hereof shall terminate at the close
         of business on (i) the date fixed for such redemption, or (ii) if the
         Corporation shall so elect and





                                       14
<PAGE>   15
state in the notice of redemption, the date (which date shall be the date fixed
for redemption or an earlier date not less than 30 days after the date of
mailing of the redemption notice) on which the Corporation irrevocably deposits
with a designated bank or trust company as paying, agent, money sufficient to
pay on the redemption date, the redemption price, unless the Corporation
shall default in making payment of the amount payable upon such redemption.
Subject to the following provisions of ties Subpart 6(a), any share of
Convertible Stock may be converted, at the option of its holder, in part into
Common Stock under the procedures set forth above.  If a part of a share of
Convertible Stock is converted, then the Corporation will convert such share
into the appropriate number of shares of Common Stock (subject to paragraph (c)
of this Subpart 6) and issue a fractional share of Convertible Stock evidencing
the remaining interest of such holder.  "Conversion Price" shall mean the
conversion price per share of Common Stock into which the Convertible Stock is
convertible, as such Conversion Price may be adjusted pursuant to this Subpart
6.  The initial Conversion Price will be $8.00.

         (b)     In order to exercise the conversion right, the holder
                 of each share of Convertible Stock (or fraction thereof to be
                 converted shall surrender the certificate representing
                 such share, duly endorsed or assigned to the Corporation or in
                 blank, at the office of the transfer agent of the Corporation
                 as may be designated by the Corporation's Board of Directors
                 (the "Transfer Agent"), accompanied by written notice to the
                 Corporation that the holder thereof elects to convert its
                 Convertible Stock or a specified portion thereof.  Unless the
                 shares issuable on conversion are to be issued in the same
                 name as the name in which such share of Convertible Stock is
                 registered, each share surrendered for conversion shall be
                 accompanied by instruments of transfer, in form satisfactory
                 to the Corporation duly executed by the holder or such
                 holder's duly authorized attorney and an amount sufficient to
                 pay any transfer or similar tax (or evidence reasonably
                 satisfactory to the Corporation demonstrating that such taxes
                 have been paid or are not required to be paid).

         Holders of shares of Convertible Stock at the close of business on a
dividend payment record date shall be entitled to receive the dividend payable
on such shares on the corresponding Dividend Payment Date (except that holders
of shares called for redemption on a Redemption Date falling, between the close
of business on such dividend payment record date and the opening of business on
the corresponding Dividend Payment Date shall, in lieu of receiving such
dividend on the Dividend Payment Date fixed therefor, receive such dividend
payment together with all other accrued and unpaid dividends on the date fixed
for redemption, unless such holder converts such shares called for redemption
pursuant to the provisions of this Subpart 6) notwithstanding the conversion
thereof following such dividend payment record date and prior to such Dividend
Payment Date.  However, shares of Convertible Stock surrendered for conversion
during the period between the close of business on any dividend payment record
date and the opening of business on the





                                       15
<PAGE>   16
corresponding Dividend Payment Date (except shares called for redemption on a
Redemption Date during such period) must be accompanied by payment of an amount
equal to the dividend payment with respect to such shares of Convertible Stock
presented for conversion on such Dividend Payment Date.  A holder of shares of
Convertible Stock on a dividend payment record date who (or whose transferee)
tenders any such shares for conversion into shares of Common Stock on the
corresponding Dividend Payment Date will receive the dividend payable by the
Corporation on such shares of Convertible Stock on such date and the converting
holder need not include payment in the amount of such dividend upon surrender
of shares of Convertible Stock for conversion on the Dividend Payment Date.
Except as provided above, the Corporation shall make no payment or allowance
for unpaid dividends, whether or not in arrears, on converted shares or for
dividends on the shares of Common Stock issued upon such conversion.

         As promptly as practicable after the surrender of certificates for
shares of Convertible Stock as aforesaid, the Corporation shall issue and shall
deliver at such office to such holder, or on such holder's written order, a
certificate or certificates for the number of shares of Common Stock issuable
upon the conversion of such shares in accordance with the provisions of this
Subpart 6, and any fractional interest in respect of a share of Common Stock
arising upon such conversion shall be settled as provided in paragraph (c) of
this Subpart 6.

         Each conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the certificates for shares
of Convertible Stock shall have been surrendered and such notice received by
the Corporation as aforesaid, and the person or persons in whose name or names
any certificate or certificates for shares of Common Stock shall be issuable
upon such conversion shall be deemed to have become the holder or holders of
record of the shares represented thereby at such time on such date and such
conversion shall be at the Conversion Price in effect at such time on such
date, unless the stock transfer books of the Corporation shall be closed on
that date, in which event such person or persons shall be deemed to have become
such holder or holders of record at the close of business on the next
succeeding day on which such stock transfer books are open, but such conversion
shall be at the Conversion Price in effect on the date upon which such shares
shall have been surrendered and such notice received by the Corporation.  All
shares of Common Stock delivered upon conversion of the Convertible Stock will
upon delivery be duly and validly issued and fully paid and nonassessable.

         (c)     In connection with the conversion of any shares of Convertible
Stock, fractions of such shares may be converted; however, no fractional
shares or scrip representing fractions of shares of Common Stock shall be
issued upon conversion of the Convertible Stock.  Instead of any fractional
interest in a share of Common Stock which would otherwise be deliverable upon
the conversion of a share of Convertible Stock (or fraction thereof), the
Corporation shall pay to the holder of such share an amount in cash (computed





                                       16
<PAGE>   17
to the nearest cent) equal to the Closing Price (as hereinafter defined) of
Common Stock on the traditional date immediately preceding the date of
conversion multiplied by the fraction of a share of Common Stock represented by
such fractional interest.  If more than one share (or fraction thereof shall be
surrendered for conversion at one time by the same holder, the number of fall
shares of Common Stock issuable upon conversion thereof shall be computed on
the basis of the aggregate number of shares of Convertible Stock so
surrendered.  "Closing Price" of the Common Stock on any day shall mean the
reported last sales price, regular way, for the Common Stock or, in case no
sale takes place on such day, the average of the reported closing bid and asked
prices, regular way, for the Common Stock in either case as reported on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading or, if not listed or admitted to trading on any national
securities exchange, on The Nasdaq Stock Market (the "Nasdaq System') or, if
the Common Stock is not quoted on the Nasdaq System, the average of the closing
bid and asked prices for the Common Stock on such day in the over-the-counter
market as reported by the National Association of Securities Dealers Automated
Quotation System.

         (d)     The Conversion Price shall be adjusted from time to time as
                 follows:

                     (i)     In case the Corporation shall, after the date of
         original issuance of the Convertible Stock, (A) pay an extraordinary
         dividend or make an extraordinary distribution on its Common Stock in
         shares of its Common Stock, (B) subdivide or split its outstanding
         Common Stock into a greater number of shares, (C) combine its
         outstanding Common Stock into a smaller number of shares or (D) issue
         any shares of capital stock by reclassification of its Common Stock,
         the Conversion Price in effect immediately prior thereto shall be
         adjusted so that the holder of any share of Convertible Stock
         thereafter surrendered for conversion shall be entitled to receive the
         number of shares of Common Stock of the Corporation which such holder
         would have owned or have been entitled to receive after the
         occurrence of any of the events described above had such shares been
         surrendered for conversion immediately prior to the occurrence of such
         event or the record date therefor, whichever is earlier.  An
         adjustment made pursuant to this subparagraph (i) shall become
         effective immediately after the close of business on the record date
         for determination of stockholders entitled to receive such
         extraordinary dividend or extraordinary distribution in the case of an
         extraordinary dividend or extraordinary distribution (except as
         provided in paragraph (h) below) and shall become effective
         immediately after the close of business on the effective date in the
         case of a subdivision, split, combination or reclassification.

                     (ii)    No adjustment in the Conversion Price shall be
         required unless such adjustment would require an increase or decrease
         of at least 1% in such price; provided. however, that any adjustments
         which by reason of this subparagraph (v) are not required to be made
         shall be carried





                                       17
<PAGE>   18
         forward and taken into account in any subsequent adjustment.  All
         calculations under this Subpart 6 shall be made to the nearest cent
         (with $.005 being rounded upward) or to the nearest 1/100th of a share
         (with .005 of a share being rounded upward), as the case may be.
         Anything in this paragraph (d) to the contrary notwithstanding, the
         Corporation shall be entitled, to the extent permitted by law, to make
         such reductions in the Conversion Price, in addition to those required
         by this paragraph (d), as it in its discretion shall determine to be
         advisable in order that any stock dividends, subdivision of shares,
         distribution of rights or warrants to purchase stock or securities, or
         a distribution of other assets or any other transaction which could be
         treated as any of the foregoing transactions pursuant to Section 3
         of the Internal Revenue Code of 1986, as amended, hereafter made by
         the Corporation to its stockholders shall not be taxable for such
         stockholders.

(e)      In case the Corporation shall be a party to any transaction (including
without limitation a merger, consolidation, sale of all or substantially all of
the Corporation's assets or recapitalization of the Common Stock and excluding
any transaction as to which paragraph (d)(i) of this Subpart 6 applies) (each
of the foregoing being referred to as a "Transaction"), in each case as a
result of which shares of Common Stock shall be converted into the right to
receive stock, securities or other property (including cash or any combination
thereof), then the Convertible Stock will thereafter no longer be subject to
conversion into Common Stock pursuant to Subpart 6, but instead shall be
convertible into the kind and amount of shares of stock and other securities
and property receivable (including cash) upon the consummation of such
Transaction by a holder of that number of shares or fraction thereof of Common
Stock into which one share of Convertible Stock was convertible immediately
prior to such Transaction.  If at any time, as a result of an adjustment made
pursuant to this Subpart 6, the Convertible Stock shall become subject to
conversion into any securities other than shares- of Common Stock, thereafter
the number of such other securities so issuable upon conversion of the shares
of Convertible Stock shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares of Convertible Stock contained in this Subpart 6. The
provisions of this paragraph (e) shall similarly apply to successive
Transactions.

                 (i)    if the Corporation shall declare a dividend (or any
         other distribution) on the Common Stock that would cause an adjustment
         to the Conversion Price of the Convertible Stock pursuant to the terms
         of any of the paragraphs above (including such an adjustment that
         would occur but for the terms of the first sentence of subparagraph
         (d)(ii) above);

                 (ii)   there shall be any reclassification or change of the
         Common Stock (other than an event to which paragraph (d)(i) of this
         Subpart 6 applies) or any consolidation, merger or statutory share
         exchange to which the Corporation is a party and for which approval of





                                       18
<PAGE>   19
         any stockholders of the Corporation is required, or the sale or
         transfer of all or substantially all of the assets of the Corporation;
         or

                 (iii)  there shall be a voluntary or involuntary dissolution,
         liquidation or winding up of the Corporation;
  
         then, the Corporation shall cause to be mailed to the holders of
         shares of the Convertible Stock at their addresses as shown on the
         stock records of the Corporation, as promptly as possible, but at
         least 30 days prior to the applicable date hereinafter specified, a
         notice stating- (A) the date on which a record is to be taken for the
         purpose of such dividend, distribution or granting of rights or
         warrants, or, if a record is not to be taken, the date as of which the
         holders of Common Stock of record to be entitled to such dividend,
         distribution or rights or warrants are to be determined or (B) the
         date on which such reclassification, change, consolidation, merger,
         statutory share exchange, sale, transfer, dissolution, liquidation or
         winding up is expected to become effective or occur, and the date as
         of which it is expected that holders of Common Stock of record shall
         be entitled to exchange their shares of Common Stock for securities or
         other property deliverable upon such reclassification, change,
         consolidation, merger, statutory share exchange, sale, transfer,
         dissolution, liquidation or winding up.  Failure to give such notice
         or any defect therein shall not affect the legality or validity of the
         proceedings described in this Subpart 6.

         (g)     In any case in which paragraph (d) of this Subpart 6 provides
that an adjustment shall become effective immediately after a record date for
an event and the date fixed for conversion pursuant to Subpart 6 occurs after
such record date but before the occurrence of such event, the Corporation may
defer until the actual occurrence of such event (i) issuing to the holder of
any share of Convertible Stock surrendered for conversion the additional shares
of Common Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the Common Stock issuable upon such
conversion before giving effect to such adjustment and (@) paying- to such
holder any amount in cash in lieu of any fraction pursuant to paragraph (c) of
this Subpart 6.

         (h)     For purposes of this Subpart 6, the number of shares of Common
Stock at any time outstanding shall not include any shares of Common Stock then
owned or held by or for the account of the Corporation or any corporation
controlled by the Corporation.

         (i)     Notwithstanding any other provision herein to the contrary,
the issuance of any shares of Common Stock pursuant to any plan providing for
the reinvestment of dividends or interest payable on securities of the
Corporation and the investment of additional optional amounts in shares of
Common Stock under any such plan shall not be deemed to constitute an issuance
of Common Stock.  There shall be no adjustment of the Conversion Price in case
of the issuance of any stock of the Corporation in a reorganization,
acquisition or





                                       19
<PAGE>   20
other similar transaction except as specifically set forth in this Subpart 6.
If any action or transaction would require adjustment of the Conversion Price
pursuant to more than one paragraph of this Subpart 6, only one adjustment
shall be made and such adjustment shall be the amount of adjustment which has
the highest absolute value.

         In case the Corporation shall take any action affecting the Common
Stock, other than action described in this Subpart 6, which in the opinion of
the Board of Directors would materially adversely affect the conversion rights
of the holders of the shares of Convertible Stock, the Conversion Price for the
Convertible Stock may be adjusted, to the extent permitted by law, in such
manner, if any, and at such time, as the Board of Directors may determine to be
equitable in the circumstances.

         (k)     The Corporation covenants that it will at all times reserve
and keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Common Stock or its issued shares of Common
Stock held in its treasury, or both, for the purpose of effecting conversion of
the Convertible Stock, the full number of shares of Common Stock deliverable
upon the conversion of all outstanding shares of Convertible Stock not
theretofore converted.  For purposes of this paragraph (1), the number of
shares of Common Stock which shall be deliverable upon the conversion of all
outstanding shares of Convertible Stock shall be computed as if at the time of
computation all such outstanding shares were held by a single holder.

                 Before taking any action which would cause an adjustment
         reducing the Conversion Price below the then par value of the shares
         of Common Stock deliverable upon conversion of the Convertible Stock,
         the Corporation will take any corporate action which may, in the
         opinion of its counsel, be necessary in order that the Corporation may
         validly and legally issue fully paid and nonassessable shares of
         Common Stock at such adjusted Conversion Price.

                 The Corporation will endeavor to make the shares of Common
         Stock required to be delivered upon conversion of the Convertible
         Stock eligible for trading upon the Nasdaq System or upon any national
         securities exchange upon which the Common Stock shall then be traded,
         prior to such delivery.

                 (1)    The Corporation shall not take any action which results
         in adjustment of the number of shares of Common Stock issuable upon
         conversion of a share of Convertible Stock if the total number of
         shares of Common Stock issuable after such action upon conversion of
         the Convertible Stock then outstanding, together with the total number
         of shares of Common Stock then outstanding, would exceed the total
         number of shares of Common Stock then authorized under the
         Corporation's Articles of Incorporation.  Subject to the foregoing,
         the Corporation shall take all such actions as it may deem reasonable
         under the circumstances to provide for the issuance of such number of
         shares of Common Stock as





                                       20
<PAGE>   21
         would be necessary to allow for the conversion from time to time, and
         taking into account adjustments as herein provided, of outstanding
         shares of the Convertible Stock in accordance with the terms and
         provisions of the Corporation's Articles of Incorporation.

                                  SUBPART 7
                                      
                                MISCELLANEOUS

The headings of the various Subparts hereof are for convenience of reference
only and shall not affect the interpretation of any of the provisions hereof

                 This Amendment was adopted by the Board of Directors on
                 October 16, 199

         (4)     This Amendment was duly adopted by the Board of Directors in
accordance with Section 33-6-102 of the Code of Laws of South Carolina.





                                       21
<PAGE>   22
                                FIRST AMENDMENT
                        TO THE SEIBELS, BRUCE & COMPANY
                           EMPLOYEES' PROFIT-SHARING
                                AND SAVINGS PLAN

         THIS AMENDMENT to the Seibels, Bruce & Company Employees/
Profit-Sharing and Savings Plan (the "Plan") is made by Seibels, Bruce &
Company (the "Company"), to be effective as of the dates indicated below.

                              W I T N E S S E T H:

         WHEREAS, the Company maintains the Plan for the benefit of its eligible
employees; and

         WHEREAS, the Company desires to amend the Plan to change the manner in
which employer matching contributions are determined, to increase participant
control over the investment of future contributions, and to provide immediate
full vesting for certain participants;

         NOW, THEREFORE, the Plan is hereby amended as follows effective as of
the dates indicated below:

                                       I.

         Section 3.07(a) of the Plan is amended to read as follows effective as
of January 1, 1993:

(a)              Contributions by the Employer.

                 May 1, 1987 to December 31, 1992. on and after May 1, 1987,
                 but prior to January 1, 1993, as of each Valuation Date, the
                 Employer shall contribute to the Matching Elective
                 Contributions Account of each Participant an amount equal to
                 50% of each Participant's Elective Contributions excluding any
                 Qualified Nonelective Contributions and/or any Qualified
                 Matching Contributions treated as Elective Contributions by
                 the Plan Administrator pursuant to Section 3.06(b)(iii) (to
                 the extent that such Matching Elective Contributions do not
                 exceed 3% of such Participant's Compensation (as defined in
                 Section 3.05(i))) received during the period beginning on the
                 day after the preceding Valuation Date and ending on the
                 Valuation Date of allocation.

(ii)             January 1, 1993 Forward.  On and after January 1, 1993, as of
                 each Valuation Date, the Employer shall contribute to the
                 Matching Elective Contributions Account of each Participant an
                 amount equal to a percentage (which shall be determined in
                 accordance with the following sentence) of each Participant's
                 Elective Contributions excluding any Qualified Nonelective
                 Contributions and/or any Qualified Matching Contributions
                 treated as Elective Contributions by the Plan Administrator
                 pursuant to
<PAGE>   23
                 Section 3.06(b)(iii) (to the extent that such Elective
                 Contributions do not exceed 6% of such Participant's
                 Compensation as defined in Section 3.05(i))) received during
                 the period for which such percentage is in effect (determined
                 in accordance with the following sentence).  The period during
                 which a Participant's contributions (as discussed above) will
                 be matched and the percentage, if any, of the Participant's
                 contributions (as discussed above) which will be matched by
                 Matching Elective Contributions during such period shall be
                 determined solely in the discretion of the Employer.

                                      II.

                 Section 4.02 of the Plan is amended by inserting the following
                 in lieu of the phrase "shall vest" in the first sentence
                 thereof effective as of July 1, 1992:

                 shall be 100% vested and nonforfeitable if the Participant has
                 completed at least one Hour of Service (as defined in
                 subsection (a) of Section 1.43) on or after July 1, 1992.  A
                 Participant whose Forfeitable Accounts are not 100% vested
                 under the preceding sentence shall vest

                                      III.

                 Section 5.02(b)(ii)(A) of the Plan is amended to read as
                 follows effective as of January 1, 1993:
                    
                 A)        In General.  A Participant's Elective Contributions
                 and Matching Elective Contributions shall be invested as
                 follows:

          (1)     Prior to January 1, 1993.  The following provisions of this
                 item shall apply for Elective Contributions and Matching
                 Elective Contributions made to the Plan prior to January 1,
                 1993.





                                       2
<PAGE>   24
                 Each participant may direct the investment of his Elective
                 Contributions shall automatically apply to any Qualified
                 Matching Contributions, Qualified Nonelective Contributions,
                 or Rollover Contributions which are allocated to the
                 Participant.  The remaining 50% of a Participant's Matching
                 Elective Contributions shall be invested in Employer Stock.

                          (2).           After December 31, 1992.  The
                 following provisions of this item (2) shall apply for Elective
                 Contributions and Matching Elective Contributions made to the
                 Plan after December 31, 1992.  Each Participant may direct the
                 investment of his Elective Contributions and his Matching
                 Elective Contributions in the Funds provided under paragraph
                 (i).  The investment directions of a Participant with respect
                 to his Elective Contributions and his Matching-Elective
                 Contributions shall automatically apply to any Qualified
                 Matching Contributions, Qualified Nonelective Contributions,
                 or Rollover Contributions which are allocated to the
                 Participant.

                  As of each Entry Date, each Participant may exercise or
                  change his investment directions with respect to such future
                  contributions by notifying the Plan Administrator at least 25
                  days prior to the date upon which the election is intended to
                  become effective; new Participants may exercise their
                  elections prior to commencement of participation.  The
                  minimum investment in any one fund shall be 25% of the
                  Participant's Elective Contributions reduced by any amount in
                  the universal life insurance fund.  The maximum amount which
                  may be invested in the universal life insurance fund is 25%
                  of the Participant's Elective Contributions.

                                      IV.

All other parts of the Plan not inconsistent herewith are
hereby ratified and confirmed.

            IN WITNESS WHEREOF this Amendment has been executed by the


         Company and its seal attached as of the 4th  day of January, 1993.



         (CORPORATE SEAL]              SEIBELS, BRUCE & COMPANY


                                        By: /s/ Sterling E. Beale
                                        Tit1e Chief Executive Officer



ATTEST:


By:
Title:





                                       3
<PAGE>   25
                                SECOND AMENDMENT
                                     TO THE
                            SEIBELS, BRUCE & COMPANY
                   EMPLOYEES'PROFIT-SHARING AND SAVINGS PLAN

       THIS AMENDMENT to the Seibels, Bruce & Company Employees' Profit-Sharing
and Savings Plan (the "Plan) made this )2nd day of June 1993, by Seibels, Bruce
& Company (the "Company"), to be effective as indicated below.

                                  WITNESSETH:

       WHEREAS, the Company sponsors and maintains the Plan for the exclusive
benefit of its eligible employees and their beneficiaries and, pursuant to
Section 12.02(a) thereof, the Company has the right to amend the Plan at any
time; and

       WHEREAS, the Company wishes to amend the Plan at this time for the
purposes of complying with the Unemployment Compensation Amendments of 1992,
and for other purposes;

       NOW, THEREFORE, the Plan is hereby amended as follows effective as
indicated below:

                                       I.

       Subparagraph (A) of paragraph (ii), subsection (b), Section 5.02 of the
Plan is amended by striking the phrase:

                                   As of each Entry Date, each Participant may

and inserting in lieu thereof the phrase:

                                   Each Participant may, as of each Entry
                                   Date prior to July 1, 1993, and as
                                   of the first day of each calendar
                                   quarter on or after July 1, 1993,

effective as of July 1, 1993.
                                      II.
The first sentence of subparagraph (B) of paragraph (ii), subsection (b),
Section 5.02
of the Plan is amended by striking the phrase:

                                   Each Participant may elect as of each
                                   Entry Date, but at no other time,
                                   to change the investment of his
                                   various Accounts as set forth below

and inserting in lieu thereof the phrase:

                                   Each Participant may elect as of each
                                   Entry Date prior to July 1, 1993,
                                   and as of the first day of





                                       1
<PAGE>   26
                                        each calendar quarter on or after July
                                        1, 1993, but at no other time, to
                                        change the investment of his
                                        various Accounts as set forth
                                        below.

effective as of July 1, 1993.
                                      III.

The last sentence of subparagraph (B) of paragraph (ii), subsection (b),
Section 5.02 of the Plan is amended effective as of July 1, 1993, to read as 
follows:

                                        Any such investment modification
                                        election shall be implemented by
                                        the Trustee as soon as
                                        administratively practicable
                                        following the respective Entry Date
                                        or first day of the calendar
                                        quarter, as applicable, and must be
                                        made by the Participant at least 25
                                        days prior to such Entry Date or
                                        first day of the calendar quarter.

                                      IV.

A new Section 8.13 is added at the end of Article VM of the Plan effective as
of January 1, 1993, to read as follows:


8.13     Code Section 401(a)(31) Requirement.

         (a)     General Rule.  If a Participant or Surviving Spouse of a
Participant (or an alternate payee pursuant to a qualified domestic
relations order who is a Spouse or former Spouse of a Participant) who is to
receive a payment under this Article which is an eligible rollover distribution
(as defined below) elects (within the 90 day period ending on the Benefit
Commencement Date) to have such distribution (or a portion of such
distribution) paid directly to an eligible retirement plan (as defined below)
and specifies the eligible retirement plan to which such distribution is to be
paid, such payment to be made to the Participant or Surviving Spouse (or
alternate payee) of a Participant shall be made in the form of a direct lump
sum cash transfer from the Trustee to the trustee of the eligible retirement
plan so specified in lieu of the payment otherwise required by this Article. 
The preceding sentence shall only apply to the extent that the eligible
rollover distribution would be includible in the Participant's or Surviving
Spouse's (or alternate payee's) gross income if not so transferred (determined
without regard to Code Sections 402(c) and 403(a)(4)).

         (b)     Definitions.  For purposes of this Section, the following
terms shall have the meanings indicated:

                   (i)    Eligible retirement plan shall mean:

                           (A)    with respect to a Participant (or alternate
                   payee), an individual retirement account described in Code
                   Section 408(a), an individual retirement account described
                   in Code Section 408(b) (other than an endowment contract), a
                   qualified trust which is a defined contribution plan and the
                   terms of which the acceptance of rollover distributions, or
                   an annuity plan described in Code 403(a); or

                           (B)    with respect to a Surviving Spouse of a
                   Participant an individual retirement account in Code Section
                   408(a) or an individual





                                       2
<PAGE>   27
                   retirement annuity described in Code 408(b) (other than an
                   endowment contract).

                   (ii)   Eligible rollover distribution shall mean any
          distribution to a Participant or Surviving Spouse (or alternate
          payee) of a Participant of all or any portion of the balance to the
          credit of such individual in this Plan; provided, however, such term
          shall not include:

                           (A)    any distribution which is one of a series of
                   substantially equal periodic payments (not less frequently
                   than annually) made for the life (or life expectancy) of the
                   Participant or his designated Beneficiary or the joint lives
                   (or joint life expectancies) of the Participant and his
                   designated Beneficiary, or for a specified period of 10
                   years or more;

                          (B)     any distribution to the extent such
                   distribution is required by Article IX;

                          (C)     the portion of any distribution that is not
                  includible in gross income; and

                          (D)     any other distribution or portion of a
                  distribution to the extent such distribution is not considered
                  an eligible rollover distribution under Treasury regulations
                  or other guidance issued by the Internal Revenue Service.

         (c)     Special Effective Date.  The provisions of this Section shall
be effective for any distributions or payments made after December 31, 1992.

         (d)     Satisfaction of Requirements.  For purposes of this Section,
the Participant or Surviving Spouse (or alternate payee) of the Participant
electing the transfer must present sufficient evidence in a timely manner to
the Plan Administrator that the transferee plan satisfies the definition of an
eligible retirement plan set forth above.  At a minimum, the Participant or
Surviving Spouse (or alternate payee) of the Participant must state the name of
the transferee plan and represent that the transferee plan is an eligible
retirement plan (as defined in paragraph (i) of subsection (b) above).  The
Participant or Surviving Spouse (or alternate payee) of the Participant must
also present such additional documentation as the Plan Administrator may
require which shall be used to verify that the requirements of this Section
have been met.  The Trustee, the Committee, the Plan Administrator, or any Plan
fiduciary shall have no duty to verify the authenticity of any such evidence or
documentation, and shall be entitled to rely on any such evidence submitted by
a Participant or Surviving Spouse (or alternate payee) of the Participant
without questioning the authenticity thereof, unless it is unreasonable to so
rely.  Furthermore, in the event that the Trustee, the Committee, the Plan
Administrator or any Plan fiduciary shall have actual knowledge of an issue
relating to the transferee plan's ability to satisfy the definition of an
eligible retirement p@ such issue must be expressly resolved in favor of the
satisfaction of such definition by the transferee plan by a ruling from the
Internal Revenue Service or by an opinion of legal counsel (chosen by the
Participant or Surviving Spouse (or alternate payee) of the Participant, but
acceptable to the Committee) directed to the Trustee, the P@ the Committee, the
Plan Administrator and any fiduciary of the Plan, before the transfer can
occur.

                 (e)    Determination in the Committee's Discretion.  The
                        Committee shall have complete and absolute discretion
                        to determine the proposed transferee plan selected by
                        the distributee satisfies the requirements of this
                        Section, and to determine whether the requirements of
                        this Section have otherwise been satisfied by a
                        proposed transfer.





                                       3
<PAGE>   28
                 (f)    Interpretation. The provisions of this Section shall be
                        interpreted in accordance with Code Section 401(a)(31),
                        as added by the Unemployment Compensation Amendments of
                        1992, and any regulations or other guidance promulgated
                        by the Internal Revenue Service thereunder, and shall
                        not be construed or interpreted in a manner other than
                        strict compliance with such requirements.

                 (g)   Application of Other Rules.  For all purposes of this
                       Plan, the election by a Participant or Surviving Spouse
                       (or alternate payee) of a Participant of a transfer
                       under this Section shall be considered a payment or
                       distribution under this Article as if the amount
                       transferred were paid directly to the Participant or
                       Surviving Spouse (or alternate payee).

                                       V.

       All other provisions of the Plan not inconsistent herewith are hereby
confirmed and ratified.

       IN WITNESS WHEREOF, this Second Amendment has been executed and the seal
of the Company affixed hereto on the day and year first above written.

                                        COMPANY:
[CORPORATE SEAL]                                     SEIBELS, BRUCE & COMPANY

                                        By:
                                        Title:


ATTEST:


By:
Title










                                       4
<PAGE>   29
                                THIRD AMENDMENT
                                     TO THE
                            SEIBELS, BRUCE & COMPANY
                  EMPLOYEES' PROFIT-SHARING AND SAVINGS PLAN

       THIS THIRD AMENDMENT to the Seibels, Bruce & Company Employees'
Profit-Sharing and Savings Plan (the "Plan"), made as of the day and year noted
on the last page hereof, by Seibels, Bruce & Company (the 'Company"), to be
effective as noted below.

                                  WITNESSETH:

       WHEREAS, the Company sponsors and maintains the Plan for the exclusive
benefit of its employees and their beneficiaries and, pursuant to Section
12.02(a) thereof, the Company has the right to amend the Plan at any time; and

       WHEREAS,the Company wishes to amend the Plan at this time for the
purpose of complying with the Omnibus Budget Reconciliation Act of 1993, making
certain technical changes to the Plan, making a special contribution to certain
Participants who are not "highly compensated employees" as defined in the Plan,
and for other purposes;

         NOW THEREFORE, the Plan is hereby amended as follows effective as
indicated below:

                                       I.

       The first sentence of subsection (d) of Section 1. 14 of the Plan is
amended TO read as follows effective as of January 1, 1994:

         The annual Compensation of each Employee taken into account in
         determining contributions or benefits under the Plan for any Plan Year
         beginning after December 31, 1988, shall not exceed the applicable
         'annual compensation limit' for such Plan Year.  The "annual
         compensation limit" for a Plan Year coincident with or beginning
         during a calendar year shall be the annual compensation limit
         (including adjustments by the Secretary of the Treasury) applicable
         for such calendar year under Code 401(a)(17)(as amended by the Omnibus
         Budget Reconciliation Act of 1993 for Plan Year beginning after
         December 31, 1993).

                                      II.

         Section 1.48 of the Plan is amended to read as follows effective as of
          July 1, 1993

                 1.48     Matching Elective Contributions Account shall mean
         the Account of a Participant to which are credited any Matching
         Elective Contributions allocated to the participant under Section
         3.01(e) of this Plan and any Special Contributions allocated to the
         Participant under Section 3.01(g) of this Plan.

                                      III.

       New Section 1.74A is added after Section 1.74 of Article I of the Plan
to read as follows effective as of July 1, 1993:

                 1.74A Special Contributions shall mean Employer contributions
         made to the- Plan for the Plan Year beginning January 1, 1993 pursuant
         to Section 3.01(g) of this Plan and allocated to Participants pursuant
         to Section 3.01(g) of this Plan.





                                       1
<PAGE>   30
                                      IV.

       A new subsection (g) is added immediately following subsection (f) of
Section 3.01 of the Plan to read as follows effective as of July 1, 1993:

                 (g)    Special Contributions.

                          (i)     Amount.  Solely with respect to each
                 Valuation Date occurring during the period beginning July 1,
                 1993 and ending January 1, 1994, the Employer shall make
                 Special Contributions to this Plan subject to the provisions
                 of Section 3.04 and Article VII of this Plan.  The aggregate
                 amount of such Special Contributions for each such Valuation 
                 Date shall be equal to the aggregate &mount allocated to
                 Participants in accordance with paragraph (ii) below for such
                 Valuation Date.

                           (ii)   Allocation.  Special Contributions made by
                 the Employer pursuant to (i) above with respect to a Valuation
                 Date shall be all as of such Valuation Date to the Matching
                 Elective Contributions Account of each participant in the Plan
                 (i) who is a participant in the Plan as of such Valuation Date
                 and (ii) who is not a Highly Compensated Employee for the Plan
                 Year during which such Valuation Date occurs so that, after
                 investment of such Special  Contributions in accordance with
                 paragraph (iv) below and Section 5.02(b)(vii) of this Plan,
                 such participant shall not suffer any reduction in the
                 aggregate number of shares of  The Seibels, Bruce Group, Inc.
                 common stock allocated to each of such Participant's Accounts
                 during the period between the most recent Valuation Date
                 immediately preceding such Valuation Date and such Valuation
                 Date to the extent such reduction is attributable to
                 attributable of Plan assets invested in such stock during such
                 period.

                          (iii) Allocation Revision if Plan is Top-Heavy.  In
                 the event that Article XIV of the Plan applies for a Plan Year
                 during which Special Contributions are allocated pursuant to
                 paragraph (ii) above, the allocations made under paragraph
                 (ii) above shall be modified to the extent necessary for the
                 allocations required under Section 14.01(a) of this Plan to be
                 met by reducing the amounts which would otherwise be allocated
                 pursuant to paragraph (ii) above to Participants who are Key
                 Employees pro rata on the basis of their intended aggregate
                 allocation amounts and allocating such amounts to participants
                 who are not Key Employees and who were employed by the
                 Employer on the last day of such Plan Year until the
                 allocations required under Section 14.01(a) of this Plan have
                 been met.

                          iv.  Special Investment Provisions for Special
              Contributions.  See Section 5.02(b)(vii) for provisions regarding
              investment of Special Contributions made pursuant to this
              subsection.

                                       V.

       A new paragraph (vii) is added after paragraph (vi) of subsection (b) of
Section 5.02 of the Plan to read as follows effective as of July 1, 1993:

                          (vii)   Investment of Special Contributions.  All
                 contributions made to this Plan by the Employer pursuant to
                 Section 3.01(g) of this Plan shall be initially invested in
                 The Seibels, Bruce Group, Inc. common stock as soon as
                 administratively practicable following receipt by the Trustee.
                 Thereafter, such contributions shall be subject to the
                 investment provisions applicable to Matching Elective
                 Contributions.





                                       2
<PAGE>   31
                                      VI.

         Subsection (a) of Section 8.04 of the Plan is amended to read as
follows effective as of January 1, 1994:

                 (a)      Lump Sum Payments.  If a Participant or Beneficiary
         receives benefits available under this Plan in the form of a single
         lump sum distribution, the amount distributed to the Participant or
         Beneficiary shall be the participant's or Beneficiary's Benefit Amount
         determined (regardless of whether such Amount consists of cash, or is
         invested in stock, a Fund or other property) as of the Valuation Date
         coincident with or immediately following the date on which occurs the
         event giving rise to the distribution (i.e., the Participant's
         termination of employment or death (or, if consent to the distribution
         was required for the distribution to occur, such consent)).

                          (i)    Distributions Based on Valuation Prior to
                                 January 1. 1994. For distributions the amount
                                 of which are determined on Valuation Dates
                                 occurring prior to January 1, 1994, to the
                                 extent that said distribution is made in kind,
                                 it shall consist of the shares of the Fund or
                                 stock, the bonds or policies, as applicable,
                                 shown allocated to the Participant's  said
                                 distribution is made in cash, it shall consist
                                 of any cash shown allocated to the
                                 Participant's Accounts as of such Valuation
                                 Date plus cash equal in value (determined as of
                                 such Valuation Date) to any non-cash assets
                                 allocated to the Participant's Accounts which
                                 must be liquidated to accommodate such
                                 distribution.

                          (ii)   Distributions based on Valuation After
                                 December 31, 1993.  For distributions the
                                 amount of which are determined based on
                                 Valuation Dates occurring after December 31,
                                 1993, to the extent that said distribution is
                                 made. in kind, it shall consist of the shares
                                 of the Fund, the bonds or policies, as
                                 applicable, shown allocated to the
                                 Participant's Accounts as of such Valuation
                                 Date, and to the extent that said distribution
                                 is made in cash, it shall consist of any cash
                                 shown allocated to the Participant's Accounts
                                 as of such Valuation Date plus cash equal in
                                 value (determined as of such Valuation Date)
                                 to any non-cash allocated to the Participant's
                                 Accounts which must be liquidated to
                                 accommodate such distribution; provided,
                                 however, to the extent that The Seibels, Bruce
                                 Group, Inc.  common stock is allocated to the
                                 Participant's Accounts which must be
                                 liquidated to accommodate such distribution,
                                 the amount that the Participant or Beneficiary
                                 shall receive for such stock which must be
                                 liquidated shall be equal to the liquidation
                                 value of such stock (i.e., the value of such
                                 stock as of the date of liquidation), with
                                 such liquidation to be accomplished as soon as
                                 administratively practicable following such
                                 Valuation Date.

                                      VII.

         Subsection (b) of Section 8.07 of the Plan is amended by adding the
following sentence at the end thereof effective as of January 1, 1993:

         If a distribution is one to which Code Section 401(a)(11) and 417 do
         not apply, such distribution may commence less than 30 days after the
         notification required by this subsection, provided that (1) the Plan
         Administrator clearly informs the Participant that the participant has
         a right to a period of at least 30 days





                                       3
<PAGE>   32
         after receiving the notice to consider the decision of whether or not
         to elect a distribution (and, if applicable, a particular distribution
         option), and (2) the Participant, after receiving the notice,
         affirmatively elects a distribution.

                                     VIII.

         All other provisions of the Plan not inconsistent herewith are hereby
confirmed and ratified.

   IN WITNESS WHEREOF, this Third Amendment to the Plan has been executed by the
Company and its corporate seal attached hereto this 2lst day of April, 1994.

                                        COMPANY:

(CORPORATE SEAL)                        SEIBELS, BRUCE & COMPANY

                                        BY:

                                        Title: Vice President
ATTEST:

By:
   ------------------------
   Title:  Secretary





                                       4
<PAGE>   33
                               FOURTH AMENDMENT
                                    TO THE
                          SEIBELS, BRUCE & COMPANY
                  EMPLOYEES' PROFIT-SHARING AND SAVINGS PLAN

       THIS FOURTH AMENDMENT to the Seibels, Bruce & Company Employees'
profit-sharing and Savings Plan (the "Plan"), made as of the day and year noted
on the last page hereof, by Seibels, Bruce & Company (the "Company"), to be
effective as noted below.

                             W I T N E S S E T H

       WHEREAS, the Company sponsors and maintains the Plan for the exclusive
benefit of its employees and their beneficiaries and, pursuant to Section
12.02(a) thereof, the Company has the right to amend the Plan at any time; and

         WHEREAS, the Company wishes to amend the Plan at this time for the
purpose of modifying the investment provisions of the Plan, modifying the
eligibility entry date provision of the Plan, making certain technical changes
TO the Plan due to developments in the law, clarifying the intent OF certain
provisions of the Plan, and for other purposes;

         NOW THEREFORE, the Plan is hereby amended as follows effective as
indicated below:

                                       I.

         Section 1.10 of the Plan is amended effective as January 1, 1987, by
striking "Treas.  Reg. Section 1.401 (a)-(20)(Q&A- 1 0)(b)(1).  " and inserting
in lieu thereof " Code Section 417(0(2), Treas.  Reg. Section
1.401(a)-(20)(Q&A-10)(b) and Notice 93-26."

                                      11.

         Section 1.27 of the Plan is amended effective as of July 1, 1994, to
read as follows:

         1.27    Election Period shall mean the following:

                 (a)      Prior to July 1, 1994. Prior to July 1, 1994,
         Election Period shall mean each 6-consecutive-month period commencing
         on the first day of the Plan year or the first day of the seventh
         month of the Plan year; provided, however, the first Election Period
         shall be the period May 1, 1987 to June 30, 1987.

                    (b) On and After July 1, 1994.  On and after July 1, 1994,
                    Election Period shall mean each 3-consecutive-month
                    calendar quarter (i. e., January 1 to March 3 1, April I to
                    June 30, July I to September 30, and October 1 to December
                    3 1).

                                        III.

Section 1.36 of the Plan is amended effective as of July 1, 1994, to read as
follows:

         1.36    Entry Date shall mean the following:

                 (a)      Prior to July 1. 1994.  Prior to July 1, 1994, Entry
         Date shall mean the first day of each Plan year and first day of the
         seventh month of each Plan year, except that for the Plan year
         beginning January 1, 1987 there shall be an additional Entry Date on
         May 1, 1987.





                                       1
<PAGE>   34
                 (b)      On and After July 1, 1994.  On and after July 1,
         1994, Entry Date shall mean the first day of each calendar quarter
         (i.e., January 1, April 1, July I and October 1).

                                      IV.

         Sections 1.79 through 1.83 of the Plan are amended effective as of
July 1, 1994, to read as follows:

                 1.79     Trust shall mean the trust or trusts accompanying the
                          Plan hereby created.

                 1.80     Trust Agreement shall mean each agreement between a
         trustee and the Company creating a trust accompanying the Plan.

                 1.81     Trust Fund shall mean the assets of the Trust held by
         one or more trustees pursuant to the provisions of applicable trust
         agreements and the Plan.

                 1.82     Trustee shall mean one or more entities and/or
                          persons who have entered into a trust agreement with
                          the Company to act as trustee(s) of the assets of the
                          Plan.

                  1.83    Valuation Date shall mean each day of the Plan Year
                          on which Plan assets held in the Trust and the
                          Account balances of Participants shall be valued by
                          the Trustee.

                          (a)     Prior to July 1, 1994.  Prior to July 1,
                 1994, the Valuation Dates of the Plan shall be the last day of
                 each calendar quarter during the Plan Year (except that March
                 31, 1987, shall not be a Valuation Date) and any special
                 valuation date directed by the Plan Administrator on a
                 nondiscriminatory basis with the consent of the Trustee in
                 order to avoid prejudice either to continuing Participants or
                 to terminating Participants.

                          (b)     After June 30, 1994.  After June 30, 1994,
                 the Valuation Dates of the Plan shall be daily (i.e., each
                 business day of the calendar year), subject to subsection (c)
                 below.

                          (c)     Transitional Rule.  Notwithstanding the
                                  provisions of subsections(a)and (b)  above,
                                  the Plan Administrator may direct (in a
                                  uniform manner as applied to all Participants
                                  and Beneficiaries) that the Valuation Date of
                                  the Plan be determined under subsection (a)
                                  above rather than under subsection (b) above
                                  from the period beginning July 1, 1994 and
                                  ending on the date that all of the investment
                                  provisions and rules of subsection (f) of
                                  Section 5.02 are fully operational.





                                       2
<PAGE>   35
                                       V.

         Paragraph (ii) of subsection (b) of Section 3.01 of the Plan is
amended effective as of July 1, 1994, by striking the phrase "as of the
Valuation Date next following the date such contributions are made." and
inserting in lieu thereof the phrase "as of the Valuation Date next following
the date such contributions are made for contributions prior to July 1, 1994,
and as soon as administratively practicable following the date such
contributions are made for contributions on or after July 1, 1994."

                                      VI.

         Subsection (e) of Section 3.01 of the Plan is amended effective as of
July 1, 1994, to read as follows:

         (e)     Matching Elective Contributions.  The following provisions
shall be effective as of May 1, 1987:

                 (i)    Amount.

                        (A)       May 1, 1987 to December 31, 1992.  As of the
                 last day of each calendar quarter during the period May 1,
                 1987 to December 31, 1992, the Employer shall make Matching
                 Elective Contributions to this Plan in an amount equal to 50%
                 of each Participant's Elective Contributions (excluding any
                 Qualified Nonelective Contributions and/or Qualified matching
                 Contributions treated as Elective contributions by the Plan
                 Administrator pursuant to Section 3.06(b)(iii) of this Plan)
                 made during such calendar quarter, to the extent that such
                 Matching Elective Contributions do not exceed the applicable
                 limitation of Section 3.07(b).

                        (B)       January 1, 1993 to July 1, 1994.  As of the
                 last day of each calendar quarter during the period January 1,
                 1993 to July 1, 1994, the Employer shall make Matching
                 Elective Contributions to this Plan in an amount equal to a
                 percentage (which shall be determined in accordance with the
                 following sentence) of each Participant's Elective
                 Contributions (excluding any Qualified Nonelective
                 Contributions and/or Qualified matching Contributions treated
                 as Elective contributions by the Plan Administrator pursuant
                 to Section 3.06(b)(iii) of this Plan) made during such
                 calendar quarter, to the extent that such Matching Elective
                 Contributions do not exceed the applicable limitation of
                 Section 3.07(b). The period during which a Participant's
                 contributions (as discussed above) will be matched and the
                 percentage, if any, of the Participant's contributions (as
                 discussed above) which will be matched by Matching Elective
                 Contributions during such period shall be determined solely in
                 the discretion of the Employer.

                        (C)       On and After July 1, 1994.  For each pay
                 period ending on and after July 1, 1994, the Employer shall
                 make Matching Elective Contributions to this Plan in an amount
                 equal to a percentage (which shall be determined in accordance
                 with the following sentence) of each Participant's Elective
                 Contributions (excluding any Qualified Nonelective
                 Contributions and/or Qualified matching Contributions treated
                 as Elective contributions by the Plan Administrator pursuant
                 to Section 3.06(b)(iii) of this Plan made





                                       3
<PAGE>   36
                 during such pay period, to the extent that such Matching
                 Elective Contributions do not exceed the applicable limitation
                 of Section 3.07(b). The period during which a Participant's
                 contributions (as discussed above) will be matched and the
                 percentage, if any, of the Participant's contributions (as
                 discussed above) which will be matched by Matching Elective
                 Contributions during such period shall be determined solely in
                 the discretion of the Employer.

(ii)     Allocation.

         (A)     May 1, 1987 to December 31, 1992.  From May 1, 1987 to
December 31, 1992, Matching Elective Contributions for a Plan Year shall be
allocated as of the last day of each calendar quarter to each Participant's
Matching Elective Contributions Account so that the amount allocated shall
equal 50% of a Participant's Elective Contributions (excluding any Qualified
Nonelective Contributions or Qualified Matching Contributions treated as
Elective Contributions under Section 3.06(b)(iii) of this Plan) made during
such calendar quarter, to the extent that such Matching Elective Contributions
do not exceed the applicable limitation of Section 3.07(b), subject to the
limitations of Sections 3.09, 3.10, 3. 1  and Article VI of this Plan.

         (B)     January 1, 1993 to July 1. 1994.  From January 1, 1993 to July
1, 1994, Matching Elective Contributions for a Plan Year shall be allocated as
of the last day of each calendar quarter to each Participant's Matching
Elective Contributions Account so that the amount allocated shall equal a
percentage (which shall be determined in accordance with the following
sentence) of a Participant's Elective Contributions (excluding any Qualified
Nonelective Contributions or Qualified Matching Contributions treated as
Elective Contributions under Section 3.06(b)(iii) of this Plan) made during
such calendar quarter, to the extent that such Matching Elective Contributions
do not exceed the applicable limitation of Section 3.07(b)i subject to the
limitations of Sections 3.09, 3.10, 3.11 and Article VII of this Plan.  The
period during which a Participant's contributions (as discussed above) will be
matched and the percentage, if any, of the Participant's contributions (as
discussed above) which will be matched by Matching Elective Contributions
during such period shall be determined solely in the discretion of the
Employer.

         (C)     On and After July 1, 1994.  On and after July 1, 1994,
Matching Elective Contributions for a Plan Year shall be allocated as soon as
administratively practicable following each pay period to each Participant's
Matching Elective Contributions Account so that the amount allocated shall
equal a percentage (which shall be determined in accordance with the following
sentence) of a Participant's Elective Contributions (excluding any Qualified
Nonelective Contributions or Qualified Matching Contributions treated as
Elective Contributions under Section 3.06(b)(iii) of this Plan) made during
such pay period, to the extent that such Matching Elective Contributions do not
exceed the applicable limitation of Section 3.07(b), subject to the limitations
of Sections 3.09, 3.10, 3.11 and Article VII of this Plan.  The period during
which a Participant's contributions (as discussed above) will be matched and
the percentage, if any, of the Participant's contributions (as discussed above)
which will be matched by Matching Elective Contributions during such period
shall be determined solely in the discretion of the Employer.





                                       4
<PAGE>   37
                                      VII.

         Subsection (a) of Section 3.05 of the Plan is amended effective as of
July 1, 1994, to read as follows:

                 (a)      Elective Contribution Elections.  Each Participant
         may complete at least 25 days prior to each Election Period an
         Election Form on which the Participant shall state any whole
         percentage of his Compensation which shall constitute his or her
         Elective Contribution applicable to each paycheck received within said
         Election Period to be contributed to his or her Elective Contribution
         Account by the Employer rather than paid to the Participant as taxable
         cash compensation.  The maximum Elective Contribution that may be
         elected by a Participant shall not exceed the following applicable
         limitations

                          (i)     For each pay period ending prior to January
                 1, 1992, 17% of the Participant's Compensation received during
                 such pay period.

                          (ii)    For each pay period ending on or after
                 January 1, 1992 and prior to July 1, 1994, 10% of the
                 Participant's Compensation received during such pay period;
                 and

                                  For each pay period ending on and after July
                 1, 1994, 15 % of the Participant's Compensation received
                 during such pay period.

         If a Participant has an Elective Contribution election in effect for
         an Election Period, such election automatically shall apply for the
         next succeeding Election Period unless the Participant modifies or
         revokes the election in accordance with this Section.  The Employer
         shall contribute to the Elective Contribution Account of each
         Participant the amount specified in a Participant's Elective
         Contribution election for so long as such election is in effect.


                                     VIII.

         Subsection (b) of Section 3.05 of the Plan is amended effective as of
July 1, 1994, by striking the word "semiannual".

                                      IX.

         The heading and subsections (a) and (b) of Section 3.07 of the Plan
are amended effective as of July 1, 1994, to read as follows:

         3.07    Matching Elective Contributions.  The following provisions
         shall be effective as of May 1, 1987:

                 (a)      Contributions by the Employer.

                 (i)      May 1, 1987 to December 31, 1992.  As of the last day
                 of each calendar quarter during the period May 1, 1987 to
                 December 31, 1992, the Employer shall make Matching Elective
                 Contributions to this Plan in an amount equal to 50% of





                                       5
<PAGE>   38
                 each Participant's Elective Contributions (excluding any
                 Qualified Nonelective Contributions and/or Qualified matching
                 Contributions treated as Elective contributions by the Plan
                 Administrator pursuant to Section 3.06(b)(iii) of this Plan)
                 made during such calendar quarter, to the extent that such
                 Matching Elective Contributions do not exceed the applicable
                 limitation of Section 3.07(b).

               ii.        January 1, 1993 to July 1, 1994.  As of the last day
of each calendar quarter during the period January 1, 1993 to July 1, 1994, the
Employer shall make Matching Elective Contributions to this Plan in an amount
equal to a percentage (which shall be determined in accordance with the
following sentence) of each Participant's Elective Contributions (excluding any
Qualified Nonelective Contributions and/or Qualified matching Contributions
treated as Elective contributions by the Plan Administrator pursuant to Section
3.06(b)(iii) of this Plan) made during such calendar quarter, to the extent
that such Matching Elective Contributions do not exceed the applicable
limitation of Section 3.07(b). The period during which a Participant's
contributions (as discussed above) will be matched and the percentage, if any,
of the Participant's contributions (as discussed above) which will be matched
by Matching Elective Contributions during such period shall be determined
solely in the discretion of the Employer.

               On and After July 1, 1994.  For each pay period ending on and
after July 1, 1994, the Employer shall make Matching Elective Contributions to
this Plan in an amount equal to a percentage (which shall be determined in
accordance with the following sentence) of each Participant's Elective
Contributions (excluding any Qualified Nonelective Contributions and/or
Qualified matching Contributions treated as Elective contributions by the Plan
Administrator pursuant to Section 3.06(b)(iii) of this Plan) made during such
pay period, to the extent that such Matching Elective Contributions do not
exceed the applicable limitation of Section 3.07(b).  The period during which a
Participant's contributions (as discussed above) will be matched and the
percentage, if any, of the Participant's contributions (as discussed above)
which will be matched by Matching Elective Contributions during such period
shall be determined solely in the discretion of the Employer.

(b)      Maximum Matching Elective Contributions.

               Prior to July 1, 1994.  Prior to July 1, 1994, Matching Elective
Contributions to be allocated as of the last day of a calendar quarter will not
be made with regard to any Elective Contributions (excluding any Qualified
Nonelective Contributions and/or Qualified matching Contributions treated as
Elective Contributions by the Plan Administrator pursuant to Section
3.06(b)(iii) of this Plan) that exceed 6% of the Participant's Compensation (as
defined in Section 3.05(i)) for such calendar quarter.

         (ii)    On and After July 1, 1994.  On and after July 1, 1994,
Matching Elective Contributions to be allocated as of a pay period will not be
made with regard to any Elective Contributions (excluding any Qualified
Nonelective Contributions and/or Qualified matching Contributions treated as
Elective Contributions by the Plan Administrator pursuant to Section
3.06(b)(iii) of this Plan) that exceed 6% of the Participant's Compensation (as
defined in Section 3.05(i)) for such pay period.



                         





                                       6
<PAGE>   39
                                       X.

Section 5.02 of the Plan is amended effective as of July 1, 1994, to read as
follows:

         5.02    Investment of Trust Fund.

                          (a)     General Rule.  The Trust Fund, and all
                          contributions thereto made under Sections3.01 and
                          3.02 of this Plan, shall be invested by the Trustee
                          who shall have exclusive        authority and
                          discretion to manage and control the Trust Fund
                          pursuant to the terms of the Trust Agreement, subject
                          to any investment directions made or allowed by the
                          Company or other applicable appropriate party under
                          the provisions of the other subsections below of this
                          Section 5.02. To the extent that more than one
                          Trustee has entered into a Trust Agreement to act as
                          a trustee of assets of the Plan, each such Trustee
                          shall have exclusive authority and discretion to
                          manage and control those assets held by him as
                          trustee, subject to any investment directions made or
                          allowed by the Company or other applicable party
                          under the provisions of the other subsections below
                          of this Section 5.02.

                 (b)      Plan Loans.  In the event a Participant receives a
                          loan from the Plan under Section 8.12 of this Plan,
                          to the extent that an amount is borrowed by a
                          Participant from one of his Accounts, such
                          Participant's Account will not share in the earnings
                          or losses of the Trust Fund, but will only share in
                          earnings or losses based upon such investment, viz.,
                          the loan made to the Participant.  A Participant who
                          elects to receive a loan from the Plan under Section
                          8.12 of this Plan also automatically elects to direct
                          the investment of his or her Accounts pursuant to
                          this subsection (b) to the extent so borrowed in
                          accordance with the preceding sentence.

                 (c)      Nonavailability of The Seibels Bruce Group, Inc.
                          Common Stock as a Plan Investment.  In the event that
                          The Seibels Bruce Group, Inc. common stock is not
                          available for purchase by the public on an
                          established market, or is withdrawn from the market
                          as a result of a merger or acquisition or
                          dissolution, any Accounts which have been invested in
                          said stock hereunder shall receive the consideration
                          which is paid to other shareholders of said stock
                          similarly situated; to the extent that said it
                          consideration shall consist of property other than
                          cash, it shall be liquidated into cash, and the
                          resulting cash shall be reinvested in those other
                          investment funds provided for hereunder, in the same
                          proportion as the balance of each Participant's
                          Accounts is invested as of the Valuation Date
                          immediately preceding said liquidation.

                 (d)      Investments Prior to May 1. 1987.  The following
                          provisions shall apply to the investment of
                          contributions (and earnings thereon) made before May
                          1, 1987:

                          (i)     Participant Voluntary Contributions.
                 Participant Voluntary Contributions shall be invested either
                 in The Seibels Bruce Group, Inc. common stock or in United
                 States Government securities as elected by the Participant for
                 Voluntary Contributions made during a Plan Year.  Such
                 election must be made by the Participant not later than the
                 commencement by such Participant of his participation during
                 such Plan Year.  An





                                       7
<PAGE>   40
                 election will continue in effect for successive Plan Years
                 unless changed by the Participant.  If the Participant made no
                 election, his Voluntary Contributions shall be invested in The
                 Seibels Bruce Group, Inc. common stock.

Employer Contributions.  Employer contributions shall be invested in The
Seibels Bruce Group, Inc. common stock.

         (iii)   Earnings.  Dividends received on The Seibels Bruce Group, Inc.
common stock shall be invested in The Seibels Bruce Group, Inc. common stock.
Interest received on United States Government securities shall be invested in
United States Government securities.

         (iv)  Investments Available.

               (A)        United States Government Securities:

                          (1)     The Participant's Voluntary Contributions
               which are to be invested in United States Government securities
               shall, to the extent practicable, be invested in Series E
               Savings Bonds and registered in the name and title of the
               Trustee.  Purchases of such bonds shall be made by the Trustee
               each time the Participant's Voluntary Contributions in any Plan
               Year are sufficient to do so.  The interests of Participants in
               Series E Savings Bonds registered in the name and title of the
               Trustee shall be credited by the, Trustee to the accounts of the
               respective Participants in the manner prescribed by the
               regulations of the United States Treasury Department relating to
               Series E Savings Bonds.

                          (2)     In the event the United States Government
               ceases to issue Series E Savings Bonds or similar savings bonds,
               or in the event that the terms and conditions of such bonds
               shall, in the opinion of the Trustee, make investments in such
               bonds impracticable, or, in the event the Company decides that
               such bonds should no longer be an investment of the Plan, the
               Voluntary Contributions of the Participant to be invested in
               United States Government securities shall be used to purchase
               such other investments as shall be determined by the Trustee or
               the Company to be appropriate.

                           (3)     If any Series E Savings Bonds or other
               United States Government securities shall cease to bear interest
               while held by the Trustee, the Trustee shall convert such bonds
               or other United States Government securities into interest
               bearing Series E Savings Bonds or into such other interest
               bearing United States Government securities, including bonds,
               notes, certificates, etc., as shall be determined by the Trustee
               to be appropriate.

                           (4)             Under existing regulations
               applicable to the purchase of Series E Savings Bonds, such Bonds
               may only be purchased in authorized denominations for the
               benefit of designated individuals.  If a Participant has elected
               to have his Voluntary Contributions invested in United States
               Government securities and there remains, at the end of any Plan
               Year, a balance of his Voluntary Contributions which cannot be
               so invested, such balance will be carried forward to the credit
               of such Participant in the next Plan Year if such Participant
               continues his participation in the Program.





                                       8
<PAGE>   41
(B)         The Seibels Bruce Group, Inc.  Common Stock:

           (1)   All amounts for each Plan Year which are invested in 'Me
Seibels Bruce Group, Inc. common stock shall be pooled each month and so
invested each month and shall be proportionately allocated to the account of
each Participant on whose behalf such purchase is made.

           (2)   The Seibels Bruce Group, Inc. common stock acquired by the
trustee, other than by the exercise of rights, shall be obtained from the
Seibels Bruce Group, Inc. by purchase from it at the closing market price for
The Seibels Bruce Group, Inc.  Common Stock in the over-the-counter market on
the last day of the month preceding the date of purchase.

           (3)   The Seibels Bruce Group, Inc. common stock purchased by the
Trustee shall be carried in the accounts of the Trustee at the cost thereof to
the Trustee, including taxes, etc., if any.

           (4)   Shares of The Seibels Bruce Group, Inc. common stock acquired
by the Trustee under the terms of the Program shall be registered in the name
of the Trustee or its nominee.

           (5)   The Trustee shall in its discretion exercise or sell any
rights received from The Seibels Bruce Group, Inc. for the purchase of any
additional shares or other securities which the Seibels Bruce Group, Inc. may
offer to its stockholders.

           (6)   The Trustee shall vote and exercise all other discretionary
powers appurtenant to the shares of stock credited to the account of a
Participant according to the directions of the Participant, and with respect to
any shares which have not been allocated, and in the absence of such
instructions, in accordance with its own discretion.

           (7)   This Plan is to be considered an individual account plan
pursuant to the provisions of ERISA Section 407(d)13).  In accord with ERISA
Section 407(d)(3)(B), explicit provision is hereby made for the acquisition and
holding by this Plan and its Trust of qualifying employer securities, as
defined in ERISA Section 407(d)(5) and as permitted in ERISA Section 407(b)(1).
        
         (e)     Investment From May 1, 1987 to June 30, 1994.  The following
provisions shall apply to the investment of contributions (and earnings
thereon) made on or after May 1, 1987 and prior to July 1, 1994:

                 (i)      Establishment of Funds.  The Trustee shall, at the
         direction of the Company, establish one or more Funds for the
         investment of the assets of the Trust Fund such as (1) a guaranteed
         income fund; (2) a universal life insurance fund; (3) a Seibels Bruce
         Group, Inc. common stock fund to the extent that said common stock is
         available for purchase and traded on an established market; (4) a
         fixed income securities mutual fund; (5) a capital growth mutual fund;
         and (6) such other fund or funds as the Company may direct.  All of
         the funds may hold short-term investments in money market and similar
         types of investments in addition to the types of assets described
         above in order to provide liquidity for the funds.

                 (ii)   Investment Directions by Participants..

                        (A)       In General.

                                  (1)      Prior to January 1, 1993.  The
                        following provisions of this item (1) shall apply for
                        Elective Contributions and Matching Elective
                        Contributions made to the Plan prior to January 1,
                        1993.





                                       9
<PAGE>   42
                        Each Participant may direct the investment of his
                        Elective Contributions and 50% of his Matching Elective
                        Contributions in the Funds provided under paragraph
                        (i).  The investment directions of a Participant with
                        respect to his Elective Contributions and to 50% of his
                        Matching Elective Contributions shall automatically
                        apply to any Qualified Matching Contributions,
                        Qualified Nonelective Contributions, or Rollover
                        Contributions which are allocated to the Participant.
                        The remaining 50% of a Participant's Matching Elective
                        Contributions shall be invested in Employer Stock.

                                  (2)      After December 31, 1992.  The
                        following provisions of this item (2) shall apply for
                        Elective Contributions and Matching Elective
                        Contributions made to the Plan after December 31, 1992.
                        Each Participant may direct the investment of his
                        Elective Contributions and his Matching Elective
                        Contributions in the Funds provided under paragraph
                        (i).  The investment directions of a Participant with
                        respect to his Elective Contributions and his Matching
                        Elective Contributions shall automatically apply to any
                        Qualified Matching Contributions, Qualified Nonelective
                        Contributions, or Rollover Contributions which are
                        allocated to the Participant.





                                       10
<PAGE>   43
                          Each Participant may, as of each Entry Date prior to
                          July 1, 1993, and as of the first day of each
                          calendar quarter on or after July 1, 1993, exercise
                          or change his investment directions with respect to
                          such future contributions by notifying the Plan
                          Administrator at least 25 days prior to the date upon
                          which the election is intended to become effective;
                          new Participants may exercise their elections prior
                          to commencement of participation.  The minimum
                          investment in any one fund shall be 25 % of the
                          Participant's Elective Contributions reduced by any
                          amount in the universal life insurance fund.  The
                          maximum amount which may be invested in the universal
                          life insurance fund is 25% of the Participant's
                          Elective Contributions.

                          (B)Modifications.  Each Participant may elect, as of
                          each Entry Date prior to July 1, 1993, and as of the
                          first day of each calendar quarter on or after July
                          1, 1993, but at no other time, to change the
                          investment of his various Accounts as set forth
                          below:

                          (1)     Discretionary Contributions.  A Participant
                          may not change the investment of his Discretionary
                          Contributions.

                          (2)     Elective Contributions.  A Participant may
         change the investment of his Elective Contributions by designating
         that 25%, 50%, 75% or 100% of his Elective Contributions which are
         invested in a particular Fund be invested in any other Fund
         established under paragraph (i) above (other than any universal life
         insurance fund).

                          (3)     Matching Elective Contributions.  A
         Participant may change the investment of his Matching Elective
         Contributions by designating that 25 %, 50 %, 75 % or 100% of his
         Matching Elective Contributions which are invested in a particular
         Fund be invested in any other Fund established under paragraph (i)
         above (other than any universal life insurance fund); provided,
         however, no change may be made with respect to Matching Elective
         Contributions invested in Employer Stock.

                          (4)     Matching Voluntary Contributions.  A
         Participant may not change the investment of his Matching Voluntary
         Contributions.

                          (5)     PSP Discretionary Contributions.  A
         Participant may not change the investment of his PSP Discretionary
         Contributions.

                          (6)    PSP Rollover Contributions.  A Participant 
         may not change the investment of his PSP Rollover
         Contributions.





                                       11
<PAGE>   44
(7)                               Qualified Matching Contributions.  A
         Participant may change the investment of his Qualified Matching
         Contributions by designating that 25 %, 50 %, 75 % or 100% of his
         Qualified Matching Contributions which are invested in a particular
         Fund be invested in any other Fund established under paragraph (i)
         above (other than any universal life insurance fund).

                           (8)    Qualified Nonelective Contributions.  A
         Participant may change the investment of his Qualified Nonelective
         Contributions by designating that 25 %, 50%, 75 % or 100 % of his
         Qualified Nonelective Contributions which are invested in a particular
         Fund be invested in any other Fund established under paragraph (i)
         above (other than any universal life insurance fund).

                           (9)    Rollover Contributions.  A Participant may
          change the investment of his Rollover Contributions by designating
          that 25%, 50%, 75% or 100% of his Rollover Contributions which are
          invested in a particular Fund be invested in any other Fund
          established under paragraph (i) above (other than any universal life
          insurance fund).

                (10)       Voluntary Contributions.  A Participant may not
                           change the investment of his Voluntary
                           Contributions.

Any such investment modification election shall be implemented by the Trustee
as soon as administratively practicable following the respective Entry Date or
first day of the calendar quarter, as applicable, and must be made by the
Participant at least 25 days prior to such Entry Date or first day of the
calendar quarter.

         (iii)   Income or Loss.  Any Account or portion thereof of a
Participant which is invested pursuant to the Participant's directions under
paragraph (ii) above in a certain Fund shall only share in the gains or losses
of such Fund, and shall not share in the gains or losses of any other Trust
Fund investment.  Dividends and interest paid with respect to an investment
Fund must be reinvested in such Fund.

         (iv)    Investment in The Seibels Bruce Group, Inc.  Common Stock.
With respect to contributions received by the Trustee for pay periods ending on
or before January 31, 1991, all shares of The Seibels Bruce Group, Inc.  Common
Stock ("Employer Stock') will be purchased on or after the end of each month at
the closing price on the last day of the month for the Employer Stock in the
over-the-counter market; no fees, commissions or other charge will be paid with
respect to such purchases of Employer Stock.  With respect to contributions
received by the Trustee for pay periods ending after January 31, 1991, all
shares of Employer stock will be purchased in the open market at a fair market
value at the time of the purchase.  The Trustee will vote and "exercise all
other discretionary powers appurtenant to the Employer Stock





                                       12
<PAGE>   45
credited to Participants' Accounts according to the directions of the
Participants.  In the absence of such direction, and with respect to any shares
which have not been allocated, the Trustee may vote the shares and exercise
such powers with respect to the shares in accordance with its own discretion.

                 (v)      Investment in Other Funds.  All contributions which
         are allocated to the fixed income securities mutual fund, the capital
         growth mutual fund and the guaranteed income fund will be pooled and
         invested approximately twice each month, and the shares purchased
         thereby proportionately allocated to the accounts of each Participant
         in accordance with his respective interest.  Shares purchased from
         either of the mutual funds or the guaranteed income fund will be
         valued at the current market price on the day of the purchase.
         Universal life insurance premiums will be fixed monthly amounts,
         prescribed individually for each insured Participant.

                 (vi)     Investment of Discretionary Contributions.  The
         Trustee shall have exclusive authority and discretion to invest all
         Discretionary Contributions, unless the Company has appointed one or
         more investment managers (as defined in ERISA Section 3(38)) to
         manage, acquire or dispose of amounts attributable to such
         contributions.

               (vii)      Investment of Special Contributions.  All
         contributions made to this Plan by the Employer pursuant to Section
         3.01(g) of this Plan shall be initially invested in The Seibels Bruce
         Group, Inc. common stock as soon as administratively practicable
         following receipt by the Trustee.  Thereafter, such contributions
         shall be subject to the same investment provisions applicable to
         Matching Elective Contributions.

         (f)     Investment On or After July 1, 1994.  The following provisions
shall apply to the investment of contributions (and earnings thereon) made on
or after July 1, 1994:

                 (i) Establishment of Funds.  The Trustee shall, at the
               direction of the Company, establish one or more Funds for
               the investment of the assets of the Trust Fund such as
               (1) a guaranteed income fund, (2) a money market fund, (3) an
               income fund, (4) a balanced fund, (5) an active balanced fund,
               (6) a stock index fund, (7) a growth stock fund, (8) an
               international stock fund, (9) The Seibels Bruce Group, Inc.
               common stock fund to the extent that said common stock is
               available for purchase and traded on an established market,
               and/or (10) such other fund or funds as the Company may direct.
               All of the funds may hold short-term investments in money market
               and similar types of investments in addition to the types of
               assets described above in order to provide liquidity for the
               funds.  The establishment of the above funds may be accomplished
               through a group annuity contract.

                 (ii)   Investment Directions by Participants

                          (A)     Initial Investment of Amounts Contributed.
                 Each Participant may direct the initial investment of the
                 aggregate amounts contributed by him or on his behalf (as
                 Elective Contributions,





                                       13
<PAGE>   46
         Matching Elective Contributions, Qualified Matching Contributions,
         Qualified Nonelective Contributions, or Rollover Contributions) among
         the Funds provided under paragraph (i) above in percentage increments
         of not less than I%.  A Participant may begin or modify his
         contribution investment directions at any time, and new Participants
         may make their contribution investment directions prior to
         commencement of participation.  Contribution investment directions of
         a Participant on or after the date may not be made later than I
         business day prior to the beginning of the first pay period for which
         the contribution investment directions are to be effective, and shall
         remain effective until modified by the Participant.  Such contribution
         investment directions shall apply to all amounts allocated to Accounts
         of the Participant on or after the last day of such pay period.

                 (B)         Modification of Investments.  Each Participant may
                             elect to change the investment of the aggregate
                             amounts held in his Accounts among the Funds
                             provided under paragraph (i) above in percentage
                             increments of not less than 1 %. A Participant may
                             modify his Account investment directions at any
                             time (other than investments in Plan loans
                             pursuant to Section 8.12) subject to the
                             restriction that a Participant may not transfer
                             funds from the guaranteed income fund to the money
                             market fund either directly or indirectly without
                             such funds being invested in another fund for a
                             period of at least 90 days.  Account investment
                             modifications of a Participant may not be made
                             later than 4:00 p.m. eastern time of the business
                             day on which the Account investment directions are
                             to be effective; provided, however, such
                             modifications, when applied to investments in life
                             insurance, shall be effectuated as soon as
                             administratively practicable following receipt of
                             the Participant's Account investment
                             modifications.

                          (iii)   Income or Loss.  Any Account or portion
                          thereof of a Participant which is invested pursuant
                          to the Participant's directions under paragraph (ii)
                          above in a certain Fund shall only share in the gains
                          or losses of such Fund, and shall not share in the
                          gains or losses of any other Trust Fund investment.
                          Dividends, interest, capital gains or other earnings
                          paid with respect to an investment Fund must be
                          reinvested in such Fund.

                          (iv)    Investment in The Seibels Bruce Group, Inc.
                          Common Stock.  All shares of the Seibels Bruce Group,
                          Inc.  Common Stock ('Employer Stock") will be
                          purchased in the open market at a fair market value
                          at the time of the purchase.  The Trustee will vote
                          and exercise all other discretionary powers
                          appurtenant to the Employer Stock credited to
                          Participants' Accounts according to the directions of
                          the Participants.  In the absence of such direction,
                          and with respect to any shares which have not been
                          allocated, the Trustee may vote the shares and
                          exercise such powers with respect to the shares in
                          accordance with its own discretion.

                 (v)      Investment in Other Funds.  All investments in funds
                          other than The Seibels Bruce Group, Inc. common stock
                          fund will be valued at the current market price on
                          the day of the purchase.





                                       14
<PAGE>   47
(vi)                      Accounts of Beneficiaries.  For purposes of this
                          subsection (f), the investment direction privileges
                          extended to Participants hereunder shall also be
                          extended in a similar manner to the Beneficiary of a
                          deceased Participant, or an alternate payee under a
                          qualified domestic relations order.

                          (vii)   Transitional Rule.  In accomplishing the
                          investment provisions and rules of this subsection,
                          the Trustee may liquidate investments (other than
                          investments in life insurance or Plan loans pursuant
                          to Section 8.12) of the various Accounts of
                          Participants and Beneficiaries in the Plan on, prior
                          to, or after July 1, 1994, in order to carry out the
                          provisions of this subsection as soon as
                          administratively possible consistent with ERISA
                          Section 404(a), and such resulting fund shall
                          automatically be invested in the investment funds
                          allowed under this subsection so that the resulting
                          investments in the Accounts of each Participant or
                          Beneficiary shall closely resemble the prior
                          investments in the Accounts of such Participant or
                          Beneficiary, as determined by the Trustee in its sole
                          discretion.  Additionally, the Trustee may
                          temporarily suspend all investment modifications
                          until the investment provisions and rules of this
                          subsection are fully operational.


         Section 6.01 of the Plan is amended effective as of July 1, 1994, (1)
by striking the phrase "under Sections 5.02(b) or (c) of this Plan," and also
(2) by striking the phrase "under Sections 5.02(d) of this Plan, " and
inserting in lieu thereof the phrase "pursuant to Section 5.02 of this Plan".

                                      XII.

       Section 6.02 of the Plan is amended effective as of July 1, 1994, by
striking the phrase "Sections 5.02(b), (c) or (d) of this Plan" and inserting
in lieu thereof the phrase "Section 5.02 of this Plan".

                                     XIII.

         Subsection (a) of Section 8.04 of the Plan is amended effective as of
July 1, 1994, to read as follows:

                 (a)    Lump Sum Payments.

                                  Prior to July 1, 1994.  If a Participant or
                 Beneficiary receives benefits available under this Plan in the
                 form of a single lump sum distribution prior to July 1, 1994,
                 the amount distributed to the Participant or Beneficiary shall
                 be the Participant's or Beneficiary's Benefit Amount
                 determined (regardless of whether such Amount consists of
                 cash, or is invested in stock, a Fund or other property) as of
                 the Valuation Date coincident with or immediately following
                 the date on which occurs the event giving rise to the
                 distribution (i.e., the Participant's termination of
                 employment or death (or, if consent to the distribution was
                 required for the distribution to occur, such consent)).





                                       15
<PAGE>   48
(A)      Distributions Based on Valuation Prior to January 1, 1994.  For
         distributions the amount of which are determined based on Valuation
         Dates occurring prior to January 1, 1994, to the extent that said
         distribution is made in kind, it shall consist of the shares of the
         Fund or stock, the bonds or policies, as applicable, shown allocated
         to the Participant's Accounts as of such Valuation Date, and to the
         extent that said distribution is made in cash, it shall consist of any
         cash shown allocated to the Participant's Accounts as of such
         Valuation Date plus cash equal in value (determined as of such
         Valuation Date) to any non-cash assets allocated to the Participant's
         Accounts which must be liquidated to accommodate such distribution.

(B)      Distributions Based on Valuation After December 31, 1993.  For
         distributions the amount of which are determined based on Valuation
         Dates occurring after December 31, 1993, to the extent that said
         distribution is made in kind, it shall consist of the shares of the
         Fund, the bonds or policies, as applicable, shown allocated to the
         Participant's Accounts as of such Valuation Date, and to the extent
         that said distribution is made in cash, it shall consist of any cash
         shown allocated to the Participant's Accounts as of such Valuation
         Date plus cash equal in value (determined as of such Valuation Date)
         to any non-cash assets allocated to the Participant's Accounts which
         must be liquidated to accommodate such distribution; provided,
         however, to the extent that The Seibels, Bruce Group, Inc. common
         stock is allocated to the Participant's Accounts which must be
         liquidated to accommodate such distribution, the amount that the
         Participant or Beneficiary shall receive for such stock which must be
         liquidated shall be equal to the liquidation value of such stock
         (i.e., the value of such stock as of the date of liquidation), with
         such liquidation to be accomplished as soon as administratively
         practicable following such Valuation Date.

         After June 30, 1994.  If a Participant or Beneficiary receives
         benefits available under this Plan in the form of a single lump sum
         distribution after June 30, 1994, the amount distributed to the
         Participant or Beneficiary shall be the Participant's or Beneficiary's
         Benefit Amount determined as of the date on which the distribution is
         made to the Participant or Beneficiary.  To the extent that said
         distribution is made in kind, it shall consist of the shares of the
         Fund, the bonds or policies, as applicable, shown as allocable to the
         Participant's or Beneficiary's Account as of such date of
         distribution, and to the extent that said distribution is made in
         cash, it shall consist of any cash shown allocated to the
         Participant's Accounts as of such date of distribution plus cash equal
         in value to the liquidation value (i.e., the value of such non-cash
         asset as of the date of liquidation) of any non-cash assets shown
         allocated to the Participant's Accounts immediately prior to their
         liquidation, where such liquidation was accomplished as soon as
         administratively practicable following the date on which occurred the
         event giving rise to the distribution (e.g., the Participant's
         termination of employment, death, consent to a distribution, etc.).





                                       16
<PAGE>   49
                                      XIV.

Subsection (a) of Section 12.02 of the Plan is amended effective as of January
1, 1987, by striking the term "Company" wherever it appears therein (except
where it appears in the heading of said subsection), and insert in lieu thereof
"Company (by and through action of the Executive Committee of its Board of
Directors by written resolutions which may be effectuated through a document
executed by appropriate officers of the Company)".

                                      XV.

                 All other provisions of the Plan not inconsistent herewith are
hereby confirmed and ratified.

                 IN WITNESS WHEREOF, this Fourth Amendment to the Plan has been
executed by the Company and its corporate seal attached hereto this lst day of
July, 1994.


                                        COMPANY:

[CORPORATE SEAL]                                    SEIBELS, BRUCE & COMPANY



                                        By:
                                        Title:


ATTEST:


By:
   Title:





                                       17
<PAGE>   50
                                FIFTH AMENDMENT
                                     TO THE
                           SEIBEILS, BRUCE & COMPANY
                   EMPLOYEES' PROFIT-SHARING AND SAVINGS PLAN

       THIS FIFTH AMENDMENT to the Seibels, Bruce & Company Employees'
profit-sharing and Savings Plan (the "Plan"), made as of the day and year noted
on the last page hereof, by Seibels, Bruce & Company (the "Company"), to be
effective as noted below.

                              W I T N E S S E T H

         WHEREAS, the Company sponsors and maintains the Plan for the exclusive
benefit of its employees and their beneficiaries and, pursuant to Section
12.02(a) thereof, the Company has the right to amend the Plan at any time; and

       WHEREAS, the Company wishes to amend the Plan at this time for the
purpose of modifying the hardship withdrawal provisions of the Plan, and for
other purposes;

         NOW THEREFORE, the Plan is hereby amended as follows effective as
indicated below:


                                        I.

         Subsection (a) of Section 8.10 of the Plan is amended effective as of
July 1, 1994, by adding the following sentence after the first sentence
thereof:

         Additionally, effective as of July 1, 1994, a Participant who is an
         Eligible Employee and who has been a Participant in the Plan for at
         least 12 months shall be entitled to apply to the Plan Administrator
         for a hardship distribution of all or a portion of such Participant's
         Matching Contributions Account and Discretionary Contributions
         Account, including earnings thereon, valued as of the most recent
         Valuation Date which is immediately preceding the date on which the
         Plan Administrator receives the Participant's application and for
         which valuation data has been finalized.


                                        II.

All other provisions of the Plan not inconsistent herewith are hereby confirmed
and ratified.





                                       1
<PAGE>   51
   IN WITNESS WHEREOF, this Fifth Amendment to the Plan has been executed by the

              Company and its corporate seal attached hereto this
day of         1994.

                                                COMPANY:

 [CORPORATE SEAL]                               SEIBELS, BRUCE & COMTANY

                                          By:

                                        Title:

ATTEST:

By:
   Title:





                                       2
<PAGE>   52
                               SIXTH AMENDMENT
                                     TO THE
                           SEIEBELS, BRUCE & COMPANY
                   EMPLOYEES' PROFIT-SHARING AND SAVINGS PLAN



         THIS SIXTH AMENDMENT to the Seibels, Bruce & Company
Employees'Profit-Sharing and Savings Plan (the "Plan"), made as of the day and
year noted on the last page hereof, by Seibels, Bruce & Company (the
"Company"), to be effective as noted below.


                                   WITNESSETH

         WHEREAS, the Company sponsors and maintains the Plan for the exclusive
benefit of its employees and their beneficiaries, and, pursuant to Section
12.02(a) thereof, the Company has the right to amend the Plan at any time; and

         WHEREAS, the Company wishes to amend the Plan at this time for the
purpose of transferring sponsorship of the Plan to South Carolina Insurance
Company;

         NOW, THEREFORE, the Plan is hereby amended as follows effective as 
         indicated below:

                                        I.

         Section 1. 13 of the Plan is amended effective as of July 1, 1995, to
         read as follows: 

                 1.13   Company shall mean the sponsor of the Plan, which is: 

                 (a)    prior to July 1, 1992, The Seibels Bruce Group, Inc., 
                        and any successor thereto;

                 (b) on and after July 1, 1992 and prior TO July 1, 1995,
                 Seibels, Bruce & Company, and any successor thereto; and

                 (c)    on and after July 1, 1995, South Carolina Insurance
                        Company, and any successor thereto.


                                        II.

All other provisions of the Plan not inconsistent herewith are hereby confirmed
and ratified.





                                       3
<PAGE>   53
   IN WITNESS WHEREOF, this Sixth Amendment to the Plan has been executed by the
Company and its corporate seal attached hereto this -day of March, 1996.

                                        COMPANY:

[CORPORATE SEAL]                    SEIBELS, BRUCE & COMPANY



                                        By:
                                        Title:

ATTEST:



By:
Title:





                                       4
<PAGE>   54
                               SEVENTH AMENDMENT
                                     TO THE
                        SOUTH CAROLINA INSURANCE COMPANY
                           EMPLOYEES' PROFIT-SHARING
                                      AND
                                  SAVINGS PLAN

         THIS SEVENTH AMENDMENT to the South Carolina Insurance Company
Employees' Profit-Sharing and Savings Plan (the "Plan"), made as of the day and
year noted on the last page hereof, by South Carolina Insurance Company (the
"Company"), to be effective as noted below.

                                  WITNESSETH.

         WHEREAS, the Company sponsors and maintains the Plan for the exclusive
benefit of its employees and their beneficiaries, and, pursuant to Section
12.2(a) thereof, the Company has the right to amend the Plan at any time and

         WHEREAS, the Company wishes to amend the Plan at this time for the
purpose of making certain modifications to the Plan to increase employee
participation and for other purposes;

         NOW, THEREFORE, the Plan is hereby amended as follows effective as
indicated below:

                                       1.

         Paragraph (111) of subsection (b), Section 2.1 of the Plan is amended
effective as of July 1, 1996, by striking "On and after January 1, 1989," and
inserting in lieu thereof "On and after January 1, 1989, and prior to July 1,
1996,".

                                       2.

         A new paragraph (iv) is added after paragraph (iii) of subsection (b),
Section 2.1 of the Plan effective as of July 1, 1996, to read as follows:

                                    (iv)   On and after July 1, 1996, such an
                           Eligible Employee shall become a Participant in this
                           Plan as of the FIRST payroll period ending on or
                           immediately after any Entry Date following the date
                           on which the Emplovee completes 90 days of
                           employment, with an Employer if the Employee is
                           still an Eligible Employee as of such payroll
                           period.



          Subsection (b) of Section 3.2 is amended effective as of July 1,
1996, to read as follows:

(b)      Rollover Contributions.

       (1)       Prior to January 1, 1993.  From May 1, 1987, to January 1,
1992, an Employee who performs at least 20 Hours of Service per week may,
subject to the consent of the Plan Administrator based on satisfying the rules
of this subsection (b), make one or more Rollover Contributions which shall be
allocated to the Participant's Rollover Contribution Account if the Rollover
Contribution constitutes a "qualified total distribution" within the meaning of
Code Section 402(a)(5)(E)(i) (or a partial distribution" within the meaning of
Code Section 402(a)(5)(E)(v) meeting the special rules of Code Section
402(a)(5)(D)) or a " rollover contribution " within the meaning of Code





                                       5
<PAGE>   55
Section 408(d)(3) (or a "partial rollover" within the meaning of Code Section
408(d)(3)(D) and meeting the requirements therein), or if the Rollover
Contribution satisfies the provisions of Code Section 403(a)(4).

       (ii) After December 31, 1992.  From January 1, 1992, to June 30, 1996,
an Employee who performs at least 20 Hours of Service per week, and on and
after July 1, 1996, any Employee, subject to the consent of the Plan
Administrator based on satisfying the requirements of this subsection, may make
one or more Rollover Contributions, or may cause the trustee of a trust exempt
from taxation under Code Section 501 and forming part of a stock bonus, pension
or profit-sharing plan which is qualified under Code Section 40 1 (a) to make a
direct payment pursuant to Code Section 40 1 (a)(3 I), which shall be allocated
to the Employee's Rollover Contribution Account 1 if the Rollover Contribution
is:

               (A)for distributions on or before December 31, 1992, a
               distribution which is a "qualified total distribution" within
               the meaning of Code Section 402(a)(5)(E)('i),

               (B)for distributions on or after January 1, 1993, all or any
               portion of a distribution which is an Eligible Rollover
               Distribution,

               (C)a distribution which is a "rollover contribution" within the
               meaning of Code Section 408(d)(3)(A)(ii) (or a "partial
               rollover" within the meaning of Code Section 408(d)(3)(D) and
               meeting the requirements therein), or

               (D)all or any portion of a distribution which is a 'rollover
               amount' within the meaning of Code Section 403(a)(4),

or if the direct trustee payment satisfies the direct rollover provisions of
Code Section 401 (a)(3 1).  The Plan Administrator shall have the right to
reject any Rollover Contribution or direct trustee payment which it determines
in its sole judgment does not qualify under the above-referenced provisions.
See Treas.  Reg. Section 1.40 1 (a)(3 I)- I (Q&A- 1 3) and Treas.  Reg. Section
1.402(c)-2(Q&A- 1 3).  Any Rollover Contributions or direct trustee payments
accepted by the Plan Administrator shall be promptly remitted to the Trustee to
be held in a Rollover Contribution Account for the Employee's sole benefit, and
shall be nonforfeitable at all times, but otherwise subject to all of the
terms and provisions of this Plan.

                                       4.

         Subparagraph (B) of paragraph (ii), subsection (f), Section 5.2 of the
Plan is amended effective as of July 1, 1996, to read as follows:

                 (B)Modification of Investments.  Each Participant may elect to
                 change the investment of the aggregate amounts held in his
                 Accounts among the Funds provided under paragraph (1) above in
                 percentage increments of not less than I %. A Participant may
                 modify his Account investment directions at any time (other
                 than investments in Plan loans pursuant to Section 8.12)
                 (subject to the restriction that a Participant may not
                 transfer funds from the guaranteed income fund to the money
                 market fund either directly or indirectly without such funds
                 being invested in another fund for a period of at least 90
                 days applicable from July 1, 1994, through June 30, 1996).
                 Account investment modifications of a Participant may not be
                 made later than 4:00 p.m. eastern time of the business day on
                 which the Account investment directions are to be effective,
                 provided, however, such modifications, when applied to
                 investments in life insurance, shall be effectuated as soon as
                 administratively practicable following receipt of the
                 Participant's Account investment modifications.





                                       6
<PAGE>   56
         Paragraph (iv) of subsection (f), Section 5.2 of the Plan is amended
         effective as of July 1, 1996, to read as follows:

                 (IV)Investment in The Seibels Bruce Group, Inc.  Common Stock.
                 All shares of The Seibels Bruce Group, Inc- Common Stock
                 ("Employer Stock") will be purchased in the open market at a
                 fair market Value at the time of the purchase.  The Trustee
                 will Vote and exercise all other discretionary powers
                 appurtenant to the Employer Stock credited to participants
                 Accounts according to the directions of the Participants.
                 From July 1, 1994. to June 30, 1996, in the absence of such
                 direction, and with respect to any shares which have not been
                 allocated, the Trustee may vote the shares and exercise such
                 powers with respect to the shares in accordance with its own
                 discretion.  On and after July 1, 1996, in the absence of such
                 direction, and with respect to any shares which have not been
                 allocated, the Trustee shall vote such shares and exercise
                 such powers with respect to the shares in accordance with the
                 directions provided to it by the Committee.

                                       6.

         Subsection (a) of Section 8. 1 0 of the Plan is amended effective as
of July 1, 1996, by adding the following sentence at the end thereof.

                   Effective as of July 1. 1996, notwithstanding the foregoing
                   provisions, a Participant need not have been a Participant
                   in the Plan for at least 12 months in order to obtain a
                   hardship distribution under the foregoing provisions.

                                       7.

The first sentence of subsection (a) of Section 8.11 of the Plan is amended
effective as of July 1, 1996, to read as follows:

                 Effective as of May 1, 1987, upon written application filed
                 with the Plan Administrator of any Participant or Beneficiary
                 who is a party-in-interest within the meaning of ERISA Section
                 3(14) (herein "Party-in-Interest") and (solely for loans made
                 prior to July 1, 1996) who has been a Participant in the Plan
                 for at least 18 months, the Plan Administrator shall in
                 accordance with a uniform and nondiscriminatory policy
                 established by it, direct the Trustee to make a loan to said
                 Participant or Beneficiary.

                                       8.

         Subparagraph (A) of paragraph (iii), subsection (a), Section 8.11 of
the Plan, is amended effective as of July 1, 1996, to read as follows'.

                  (A)Prior to July 1, 1996, the interest rate for loans from
                  the Plan shall be the rate of interest quoted as the prime
                  RATE of interest in the Wall Street Journal on the first day
                  of the month during which the Participant or Beneficiary
                  applies for the loan.  On and after July 1, 1996, the
                  Interest rate for loans from the Plan shall be the rate of
                  interest quoted as the prime rate of interest In the Wall
                  Street Journal on the day during which the Participant or
                  Beneficiary initially applies for the loan (if the loan is
                  effectuated within 30 days thereafter).  In the event such
                  rate should become unascertainable, the Plan Administrator
                  shall designate a comparable reference rate which shall be
                  deemed to be the referenced rate under this paragraph.





                                       7
<PAGE>   57
                                       9.

       Paragraph (ix) of subsection (a), Section 8.11 of the Plan is amended
effective as of July 1, 1996, to read as follows:

                  All Participant or Beneficiary loans will be repaid by
                  Participants or Beneficiaries who are Employees or who
                  subsequently become Employees on a payroll deduction basis.
                  Prior to July 1, 1996, all other Participant or Beneficiary
                  loans must be promptly repaid by tender of cash or check for
                  the proper installment payment amount.  On and after July 1.
                  1996, all Participant or Beneficiary loans will be repaid by
                  Participants or Beneficiaries in a manner deemed acceptable
                  by the Committee.  Loan repayments made by a Participant or
                  Beneficiary shall be allocated solely to the account of the
                  Participant of Beneficiary making the repayment.

Paragraph (xv) of subsection (a) of Section 8.11 of the Plan is amended
effective as of July 1, 1996, to read as follows:

                          (xv) Any Participant or Beneficiary who takes out or
                          renews a loan from the Plan on or after October 19,
                          1989, and prior to July 1, 1996, shall be restricted
                          in the amount which the Participant or Beneficiary
                          can withdraw under the preceding Sections of this
                          Article VIII so that the Plan at all times shall
                          retain at least 20% of a Participant's vested Account
                          balances.



         All other provisions of the Plan not inconsistent herewith are hereby
confirmed and ratified.

 IN WITNESS WHEREOF, this Seventh Amendment to the Plan has been executed by the

Co rate seal attached hereto this 11th day of September, 1996.
         
                                        COMPANY
(COPRPORATE SEAL]                       SOUTH CAROLINA INSURANCE COMPANY

 
                                        By:
                                        Title: Chief Financial Officer

ATTEST:



By:
Title





                                       8
<PAGE>   58
                               EIGHTH AMENDMENT
                                    TO THE
                       SOUTH CAROLINA INSURANCE COMPANY
                  EMPLOYEES'PROFIT-SHARING AND SAVINGS PLAN

         THIS EIGHTH AMENDMENT to the South Carolina Insurance Company
Employees' Profit-Sharing and Savings Plan (the "Plan"), made as of the day and
year noted on the last page hereof, by South Carolina Insurance Company (the
"Company"), to be effective as noted below.

                                  WITNESSETH.

         WHEREAS, the Company sponsors and maintains the Plan for the exclusive
benefit of its employees and their beneficiaries, and, pursuant to Section
12.2(a) thereof, the Company has the right to amend the Plan at any time; and

         WHEREAS, the Company wishes to amend the Plan at this time for the
purpose of modifying the vesting provisions of the Plan, and for other
purposes;

         NOW, THEREFORE, the Plan is hereby amended as follows effective as
indicated below:



         Section 4.2 of the Plan is amended effective as of September 30, 1997,
to read as follows:

                 4.2      Vesting of Forfeitable Accounts.  All amounts
         allocated to a Participant's Discretionary Contributions Account, PSP
         Discretionary Contributions Account, Matching Elective Contributions
         Account and Matching Voluntary Contributions Account (a Participant's
         'Forfeitable Accounts') shall vest in accordance with the following
         rules, except as provided in Sections 3.5(f)(i), 3. 10(b), 3.
         10(c)(v), 7. l(d) and 13. 10:

                          (a)     Full Vesting Events.  A Participant's
                 Forfeitable Accounts shall be 100% vested and nonforfeitable
                 as of the following dates:

                                  (i)      The date on which the Participant
                          attains age 65 while still employed by the Employer;

                                  (ii)     The date on which the Participant
                          attains his Early Retirement Age while still employed
                          by the Employer;

                                  (iii)      The date the Participant dies
                          while still employed by the Employer; or
 
                                  (iv)     The date the Participant becomes
                          Disabled while still employed by the Employer.

(b)      Grandfathered Vesting  Schedule.  An Employee whose Forfeitable
Accounts are not 100% vested under the provisions of subsection (a) above shall
nonetheless be 100% vested in such Accounts if such Employee (1) has at least
one Hour of Service (as defined in Section 1.43(a)) on or after July 1, 1992,
and (2) was an Eligible Employee in this Plan prior to September 26, 1997.

         (c)     General Vesting Schedule.  An Employee whose Forfeitable
Accounts are not 100% vested under the provisions of subsections (a) and/or (b)
above shall be vested in such Accounts in accordance with the following
schedule if such Employee has at least one Hour of Service (as defined in
Section 1.43(a)) on or after September 26, 1997:





                                       1
<PAGE>   59
<TABLE>
<CAPTION>
                            --------------------------------------------------------------------
                              Years of Vesting Service               Vested Percentage
                              Earned by the Participant              Of the Participant
                                                                     In Forfeitable Accounts
                            --------------------------------------------------------------------
                              <S>                                         <C>
                            --------------------------------------------------------------------
                              Less than 1 Year                              0% Vested
                            --------------------------------------------------------------------
                                  1 Year                                   33% Vested
                            --------------------------------------------------------------------
                                  2 Years                                  66% Vested
                            --------------------------------------------------------------------
                                3 or more Years                           100% Vested
                            --------------------------------------------------------------------
</TABLE>

          (d)    Pre-9/27/97 Vesting Schedule.  An Employee whose Forfeitable
Accounts are not 100% vested under the provisions of subsections (a) and/or
(b) above and who does not have at least one Hour of Service (as defined in
Section 1.43(a)) on or after September 26, 1997, shall be vested in such
Accounts in accordance with the following schedule if such Employee has at
least one Hour of Service (as defined in Section 1.43(a)) in a Plan Year
beginning after December 31, 1988:


<TABLE>
<CAPTION>
                              --------------------------------------------------------------------
                                   Years of Vesting Service               Vested Percentage
                              --------------------------------------------------------------------
                                   Earned by the Participant              Of the Participant
                              --------------------------------------------------------------------
                                                                          In Forfeitable Accounts
                              --------------------------------------------------------------------
                                         <S>                                   <C>
                                         Less than 3 Years                       0% Vested
                              --------------------------------------------------------------------
                                              3 Years                           20% Vested
                              --------------------------------------------------------------------
                                              4 Years                           40% Vested
                              --------------------------------------------------------------------
                                              5 Years                           60% Vested
                              --------------------------------------------------------------------
                                              6 Years                           80% Vested
                              --------------------------------------------------------------------
                                         7 or more Years                       100% Vested
                              --------------------------------------------------------------------
</TABLE>

          (e)    Pre-1989 Vesting Schedule.  Subject to the provisions of
Section 15.5(a) (a special rule for PSP Participants), a Participant whose
Forfeitable Accounts are not 100% vested under the provisions of subsections
(a) and/or (b) above and who has not performed at least one Hour of Service (as
defined in Section 1.43(a)) for the Employer in a Plan Year beginning after
December 31, 1988 shall be vested in such Accounts depending upon the Plan Year
in which amounts in such Accounts were contributed.  Amounts in Forfeitable
Accounts contributed during a particular Plan Year shall be fully vested as of
the first day of the third Plan Year following such Plan Year, provided the
Participant was performing services for the Employer as of such date.

                                        Limitations and Restrictions Regarding
                                        Vesting.

                                (i)      Nonforfeitability by Participant
                                         Conduct.  No vested portion of
                                         Participant's Account shall be
                                         forfeited as a result of conduct of
                                         the Participant.

                                        Amendments to Vesting Schedule.  If the
                          vesting schedule of this Plan is amended, the vested
                          percentage of a Participant's Forfeitable Accounts,
                          determined as of the later of the date on which the
                          amendment to the Plan's vesting schedule is adopted
                          or becomes effective, shall not be reduced by such
                          amendment.  Furthermore, any Participant who has at
                          least 3 Years of Vesting Service (5 Years of Vesting
                          service for Participants who do not have at least one
                          Hour of Service in a Plan Year beginning after
                          December 31, 1988) shall either:

                                        (A)     automatically have his or her
                                  vesting percentage computed without regard to
                                  the change in the vesting schedule unless
                                  computing his or her vested percentage under
                                  the new vesting schedule is more favorable;
                                  or





                                       2
<PAGE>   60
                                        (B)     have the right to elect, within
                                  60 days of (1) the day the amendment is
                                  adopted, (2) the day the amendment becomes
                                  effective, or (3) the day the Participant is
                                  issued written notice of the amendment,
                                  whichever is latest, to have the vesting
                                  schedule in effect prior to the amendment
                                  apply in computing his vested percentage;

                          whichever is selected by the Plan Administrator
                          applicable to all affected Participants.  For
                          purposes of this paragraph (ii), an amendment to the
                          Plan's vesting schedule is any amendment which
                          directly or indirectly affects the computation of the
                          vested percentage of a Participant's Accounts as
                          described in Treas.  Reg. Section 1.41 l(a)-8(c), and
                          Years of Vesting Service shall be determined ,without
                          regard to Section 4.4.

                                  (iii) Automatic Amendments to Vesting
                                         Schedule.  The rules of paragraph (E)
                                         above shall apply to the automatic
                                         change in the vesting schedule after
                                         the end of the Plan Year beginning in
                                         1988.  Furthermore, the rules of
                                         paragraph (ii) above shall apply to
                                         any automatic change in the vesting
                                         schedule caused by operation of
                                         Article XIV of this Plan.

                          (g)     Years of Vesting Service.  In determining the
                 Years of Vesting Service completed by an Employee for purposes
                 of this Article IV, Years of Vesting Service shall be
                 determined pursuant to Sections 1.88 and 4.4 of this Plan.

                                       2.

All other provisions of the Plan not inconsistent herewith are hereby confirmed
and ratified.

IN WITNESS WHEREOF, this Eighth Amendment to the Plan has been executed by the
Company and its corporate seal attached hereto this 26th day of September,
1997.

                                  COMPANY:

[CORPORATE SEAL]               SOUTH CAROLINA INSURANCE COMPANY



                                  By:
                                  Title:

ATTEST:



By:
Title:





                                       3