<PAGE>


                                                                    EXHIBIT 10.1

                                 NINTH AMENDMENT
                                     TO THE
                        SOUTH CAROLINA INSURANCE COMPANY
                   EMPLOYEE'S PROFIT-SHARING AND SAVINGS PLAN

         THIS NINTH AMENDMENT to the South Carolina Insurance Company Employee's
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.

                              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
12.2(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 merging the Universal Insurance Company 401(k) Retirement Plan with
and into the Plan effective as of April 1, 1998, for the purpose of modifying
the participant eligibility provisions of the Plan, and for other purposes;

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

                                       1.

         Section 1.36 of the Plan is amended to read as follows effective as of
April 1, 1998:

                  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.

                           (b) ON AND AFTER JULY 1, 1994, BUT PRIOR TO APRIL 1,
                  1998. On and after July 1, 1994, but prior to April 1, 1998,
                  Entry Date shall mean the first day of each calendar quarter
                  (I.E., January 1, April 1, July 1 and October 1).

                           (c) ON AND AFTER APRIL 1, 1998. On and after April 1,
                  1998, Entry Date shall mean the first day of each month.

                                       2.

         Section 1.40 of the Plan is amended to read as follows effective as of
April 1, 1998:

                  1.40 FORFEITABLE ACCOUNTS shall mean the Discretionary
         Contributions Account, PSP Discretionary Contributions Account,
         Universal Discretionary Contributions Account, Matching Elective
         Contributions Account, Universal Marching Contributions Account and
         Matching Voluntary Contributions Account of a Participant.

                                       3.

         Section 1.52 of the Plan is amended to read as follows effective as of
April 1, 1998:

                  1.52 NONFORFEITABLE ACCOUNTS shall mean a Participant's
         Elective Contributions Account, Universal Elective Contributions
         Account, Voluntary Contributions Account, Qualified Nonelective
         Contributions Account, Universal Qualified Nonelective Contributions
         Account, Qualified Matching Contributions Account, Rollover
         Contributions Account, PSP Rollover Contributions Account, or Universal
         Rollover Contributions Account.

                                       4.


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<PAGE>

         New Sections 1.82A through 1.82H are added after Section 1.82 of
Article I of the Plan to read as follows effective as of April 1, 1998:

                  1.82A    UNIVERSAL ACCOUNTS.  See Section 17.2 of this Plan.

                  1.82B    UNIVERSAL DISCRETIONARY CONTRIBUTIONS ACCOUNT.  See 
         Section 17.2(d) of this Plan.

                  1.82C    UNIVERSAL ELECTIVE CONTRIBUTIONS ACCOUNT.  See 
         Section 17.2(a) of this Plan.

                  1.82D    UNIVERSAL MATCHING CONTRIBUTIONS ACCOUNT.  See 
         Section 17.2(b) of this Plan.

                  1.82E    UNIVERSAL PARTICIPANT.  See Section 17.1 of this 
         Plan.

                  1.82F UNIVERSAL PLAN shall mean the Universal Insurance
         Company 401(k) Retirement Plan which is merged with and into this Plan
         as of April 1, 1998.

                  1.82G    UNIVERSAL QUALIFIED NONELECTIVE CONTRIBUTIONS 
         ACCOUNT.  See Section 17.2(c) of this Plan.

                  1.82H    UNIVERSAL ROLLOVER CONTRIBUTIONS ACCOUNT.  See 
         Section 17.2(e) of this Plan.

                                       5.

         Section 2.1 of the Plan is amended effective as of April 1, 1998, by
adding the following subsection (f) after subsection (e) thereof:

                            (f) SPECIAL GRANDFATHER RULE FOR PARTICIPANTS IN
                  UNIVERSAL PLAN. An Eligible Employee who was a Participant in
                  the Universal Plan as of March 31, 1998, and who was employed
                  by Universal Insurance Company on such date, shall continue to
                  participate in this Plan as of April 1, 1998, and thereafter,
                  so long as the Employee remains employed by an Employer as an
                  Eligible Employee, even though the Employee may not have
                  otherwise met the requirements for participation under Section
                  2.1(b) above.

                                       6.

         Section 4.1 of the Plan is amended effective as of April 1, 1998, to
read as follows:

                  4.1 VESTING OF NONFORFEITABLE ACCOUNTS. All amounts allocated
         to a Participant's Elective Contributions Account, Universal Elective
         Contributions Account, Voluntary Contributions Account, Qualified
         Nonelective Contributions Account, Universal Qualified Nonelective
         Contributions Account, Qualified Matching Contributions Account,
         Rollover Contributions Account, PSP Rollover Contributions Account, or
         Universal Rollover Contributions Account (a Participant's
         "Nonforfeitable Accounts") shall at all times be and remain 100% vested
         and nonforfeitable.

                                       7.

         Section 4.2 of the Plan is amended effective as of April 1, 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, Universal Discretionary Contributions Account,
         Matching Elective Contributions Account, Universal Matching
         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), 7.1(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;


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                                    (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.

                  See Section 17.5(a) of this Plan for a special rule applicable
                  to Universal Participants in determining vesting under clause
                  (iv) of this subsection (a).

                           (b) GRANDFATHERED VESTING SCHEDULE. A Participant
                  whose Forfeitable Accounts are not 100% vested under the
                  provisions of subsection (a) above shall nonetheless be 100%
                  vested in such Accounts if such Participant (1) has at least
                  one Hour of Service (as defined in Section 1.43(a)) on or
                  after July 1, 1992, (2) was an Eligible Employee in this Plan
                  prior to September 26, 1997, and (3) is not a Universal
                  Participant.

                           (c) GENERAL VESTING SCHEDULE. A Participant 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
                  Participant has at least one Hour of Service (as defined in
                  Section 1.43(a)) on or after September 26, 1997:

<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>

                  This subsection (c) shall apply to Universal Participants
                  whose Forfeitable Accounts are not 100% vested under the
                  provisions of subsection (a) above and who have at least one
                  Hour of Service (as defined in Section 1.43(a)) on or after
                  April 1, 1998. See Section 17.5(c) for a special rule
                  applicable to Universal Participants whose Forfeitable
                  Accounts are not 100% vested under the provisions of
                  subsection (a) above and who do not have at least one Hour of
                  Service (as defined in Section 1.43(a)) on or after April 1,
                  1998.

                           (d) PRE-9/27/97 VESTING SCHEDULE. A Participant 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 Participant
                  has at least one Hour of Service (as defined in Section
                  1.43(a)) in a Plan Year beginning after December 31, 1988:


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<PAGE>



<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>

                  This subsection (d) shall not apply to any Universal 
                  Participant.

                           (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. This
                  subsection (e) shall not apply to any Universal Participant.

                           (f)      LIMITATIONS AND RESTRICTIONS REGARDING 
                                    VESTING.

                                    (i)     NONFORFEITABILITY BY PARTICIPANT 
                           CONDUCT.  No vested portion of a Participant's 
                           Account shall be forfeited as a result of conduct of 
                           the Participant.

                                    (ii) 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

                                            (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. ss.1.411(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 (ii) above shall
                           apply to the automatic change in the vesting schedule
                           after the end of the Plan 



                                      103
<PAGE>

                           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.

                                       8.

         Section 4.4 of the Plan is amended effective as of April 1, 1998, by
adding the following subsection (c) at the end of subsection (b) thereof:

                           (c)      SPECIAL RULE FOR UNIVERSAL PARTICIPANTS.  
This Section 4.4 shall not apply to a Universal Participant.

                                       9.

         Section 5.1 of the Plan is amended effective as of April 1, 1998, by
striking the sentence:

         See also Section 4.4(c) and Section 15.2.

and inserting in lieu thereof the sentence:

         See also Sections 4.4(b), 15.2 and 17.2.

                                       10.

         Paragraph (iv) of subsection (a) of Section 8.1 of the Plan is amended
effective as of April 1, 1998, by adding the following sentence to the end
thereof:

         See Section 17.6(b) of this Plan for a special rule applicable to
Universal Participants.

                                       11.

         Paragraph (iii) of subsection (b) of Section 8.1 of the Plan is amended
effective as of April 1, 1998, by adding the following sentence to the end
thereof:

         See Section 17.6(b) of this Plan for a special rule applicable to
Universal Participants.

                                       12.

         Section 8.3 of the Plan is amended effective as of April 1, 1998, by
striking the sentence:

         See Section 15.7 for a special rule for PSP Accounts.

and inserting in lieu thereof the sentence:

         See Sections 15.7 and 17.6 for special rules for PSP Accounts and
         Universal Accounts, respectively.

                                       13.

         A new Article XVII is added after Article XVI of the Plan to read as
follows:

                                  ARTICLE XVII

                   MERGER OF UNIVERSAL PLAN WITH AND INTO PLAN

                  17.1 GENERAL PROVISIONS. Effective as of April 1, 1998, the
         Universal Plan is merged with and into the Plan. The Plan shall, as of
         such date, assume all obligations of the Universal Plan under the terms
         and provisions of the Universal Plan for (a) participants participating
         in the Universal Plan immediately prior to 




                                      104
<PAGE>

         April 1, 1998, and (b) former participants with vested benefits under
         the Universal Plan immediately prior to April 1, 1998. Such
         participants shall, as of April 1, 1998, automatically become
         Participants or former Participants, as appropriate, in the Plan with
         respect to such benefits and shall be referred to as "Universal
         Participants" herein. The Plan shall provide for payment of said
         accrued benefits, as they are or shall become vested, with the assets
         transferred to the Trust as set forth in Section 17.3 below pursuant to
         the provisions of this Plan subsequent to April 1, 1998.

                  17.2 SEPARATE ACCOUNTING. The account balances of each
         Universal Participant who becomes a Participant in the Plan shall be
         maintained in separate Accounts as follows:

                           (a) Amounts transferred from the Universal Plan
                  attributable to deferral contributions of a Universal
                  Participant, if any, shall be maintained in a special
                  segregated "Universal Elective Contributions Account" for such
                  Participant.

                           (b) Amounts transferred from the Universal Plan
                  attributable to matching contributions of a Universal
                  Participant, if any, shall be maintained in a special
                  segregated "Universal Matching Contributions Account" for such
                  Participant.

                           (c) Amounts transferred from the Universal Plan
                  attributable to designated qualified nonelective contributions
                  of a Universal Participant, if any, shall be maintained in a
                  special segregated "Universal Qualified Nonelective
                  Contributions Account" for such Participant.

                           (d) Amounts transferred from the Universal Plan
                  attributable to nonelective contributions of a Universal
                  Participant, if any, shall be maintained in a special
                  segregated "Universal Discretionary Contributions Account" for
                  such Participant.

                           (e) Amounts transferred from the Universal Plan
                  attributable to rollover contributions of a Universal
                  Participant, if any, shall be maintained in a special
                  segregated "Universal Rollovers Contributions Account" for
                  such Participant.

         Such Accounts shall be collectively referred to as the Universal
         Participant's "Universal Accounts."

                  17.3 TRANSFER OF PLAN ASSETS. Effective as of April 1, 1998,
         the assets of the Universal plan which are held by the trustee of the
         trust accompanying the Universal Plan shall become assets of the Plan,
         and shall be held by the Trustee under the provisions of the Plan and
         its accompanying Trust Agreement for the exclusive benefit of
         Participants and Beneficiaries under the Plan.

                  17.4 CONDITIONS FOR MERGER AND TRANSFER. The merger of plans
         and transfer of assets as provided for in this Article are subject to
         the provisions of Section 12.4(a).

                  17.5     SPECIAL CODE SS.411(A)(10) PROVISIOns.  In accordance
         with Section 12.2 and Treas. Reg. ss.1.411(d)-4(Q&A-2)(a)(3), the
         following special provisions shall apply to the Universal Accounts of
         Universal Participants:

                           (a) EXPANSION OF "DISABILITY." With respect to
                  Universal Participants, for purposes of the term "Disabled" in
                  Section 4.2(a)(iv) shall also include, with respect to a
                  Participant, the inability, because of a physical or mental
                  disability, to perform the duties of his customary position of
                  employment (or inability to engage in any substantial gainful
                  activity) for an indefinite period which the Plan
                  Administrator considers to be of long continued duration, and
                  also, if resulting in a termination of employment, the
                  permanent loss or loss of use of a member or function of the
                  body or permanent disfigurement.

                           (b) REEMPLOYED FORMER EMPLOYEES. With respect to
                  Universal Participants, the provisions of Section 4.4 of this
                  Plan shall not apply to determine a Universal Participant's
                  Years of Vesting Service.

                           (c) SPECIAL VESTING SCHEDULE FOR CERTAIN UNIVERSAL
                  PARTICIPANTS. A Universal Participant whose Forfeitable
                  Accounts are not 100% vested under the provisions of Section
                  4.2 of this Plan and who does not have at least one Hour of
                  Service (as defined in Section 1.43(a)) on or after April 1,
                  1998, shall be vested in such Accounts in accordance with the
                  following schedule:



                                      105
<PAGE>

<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                                     20% vested
                  ---------------------------------------------- -----------------------------------------

                                     2 Years                                    40% vested
                  ---------------------------------------------- -----------------------------------------

                                     3 Years                                    60% vested
                  ---------------------------------------------- -----------------------------------------

                                     4 Years                                    80% vested
                  ---------------------------------------------- -----------------------------------------

                                 5 or more Years                               100% vested
                  ---------------------------------------------- -----------------------------------------
</TABLE>

                  17.6     SPECIAL CODE SS.411(D)(6) PROVISIOns.  In accordance 
         with Section 12.2 and Treas. Reg. ss.1.411(d)-4(Q&A-2)(a)(3), the 
         following special provisions shall apply to the Universal Accounts of 
         Universal Participants:

                           (a) ADDITIONAL OPTIONAL FORMS OF BENEFIT. With
                  respect to the Universal Accounts of Participants, in addition
                  to the optional forms available under Section 8.3 of this
                  Plan, a Participant may also elect to receive such Accounts
                  (but not earnings thereon after April 1, 1998) in the form of
                  monthly, quarterly or annual installments over a fixed
                  reasonable period of time, not to exceed the life expectancy
                  of the Participant or the joint life and last survivor
                  expectancy of the Participant and his Beneficiary.

                           (b) DEEMED CASH OUT OF NON-VESTED PARTICIPANTS. With
                  respect to those Universal Participants who are 0% vested in
                  their Universal Accounts, and who have not yet incurred 5
                  consecutive one year breaks in service, such Participants
                  shall be deemed to be paid from the Plan as of April 1, 1998,
                  in the form of a single lump sum payment on such date.

                  17.7 INVESTMENTS. The assets transferred from the Universal
         Plan to this Plan shall be liquidated as soon as administratively
         practicable prior to April 1, 1998, and the cash proceeds thereof shall
         then be transferred in cash to the Trustee, and such assets shall be
         held by the Trustee subject to the provisions of Section 5.2. In
         accomplishing the asset transfers, the trustee of the Universal Plan
         and the Trustee may temporarily suspend all investment modifications of
         Universal Participants or Participants, as applicable, until the
         investment provisions and rules of Section 5.2 may be administratively
         accomplished. The Trustee may also, upon receiving the assets of the
         Universal Plan, invest such assets among the then currently available
         investment funds under the Plan, as the Trustee may deem appropriate in
         its sole discretion (or as directed by the Plan Administrator in its
         sole discretion), until investment selections are made by Participants
         and are effectuated.

                  17.8     SPECIAL GRANDFATHER ELIGIBILITY RULE FOR UNIVERSAL 
         PARTICIPANTS.  See Section 2.1(f) for a special eligibility rule for 
         Universal Participants.

                  17.9 NONDISCRIMINATION TESTING. For purposes of applying the
         nondiscrimination testing requirements of Code ss.401(k) and (m) set
         forth in Article III for the calendar year and Plan Year beginning
         January 1, 1998, amounts contributed from January 1, 1998 through March
         31, 1998 to the Universal Accounts of a Participant shall be taken into
         account, as appropriate.

                                       14.

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


                                      106
<PAGE>

         IN WITNESS WHEREOF, this Ninth Amendment to the Plan has been executed
by the Company and its corporate seal attached hereto this 16TH day of March,
1998.

                                    COMPANY:

[CORPORATE SEAL]            SOUTH CAROLINA INSURANCE COMPANY



                                    By:   /s/ Don a Drozd                       
                                         -------------------------------------
                                    Title:   Compensation and Benefits Manager  
                                         -------------------------------------
ATTEST:



By:   /s/ Priscilla C. Brooks               
      -----------------------
Title:   Corporate Secretary                
      -----------------------
S3-513447-2


                                      107