GUARANTY NATIONAL CORPORATION

              1991 LONG-TERM PERFORMANCE INCENTIVE PLAN
                   AS AMENDED OCTOBER 29,1996
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1.         PURPOSE OF THE PLAN

           The  purpose of the Guaranty National Corporation 1991
Long-Term  Performance Incentive Plan (the  "Plan"),  as  amended
October 29, 1996 is to further the interests of Guaranty National
Corporation  (the  "Company") and its shareholders  by  providing
long-term  performance incentives to those key employees  of  the
Company and its subsidiaries who are largely responsible for  the
management, growth and protection of the business of the  Company
and its subsidiaries.  To that end, the Company may, from time to
time  during  the  effective period of the Plan,  award  to  such
employees as may be selected in the manner provided below one  or
more  of  Incentive Stock Options, Non-Qualified  Stock  Options,
Restricted  Stock  and  Performance Units  (each  as  hereinafter
described), subject to the conditions hereinafter set forth.

2.         ADMINISTRATION OF THE PLAN

           The  Plan  shall  be administered by the  Compensation
Committee  of the Board of Directors of the Company as  may  from
time  to  time  be  designated by the  Board  of  Directors  (the
"Committee").  No member of the Committee while serving  as  such
shall  be eligible for participation in the Plan.  A majority  of
the  Committee  shall constitute a quorum,  and  the  acts  of  a
majority of the members present at any meeting at which a  quorum
is  present,  in  person or by means of conference  telephone  or
similar  communications equipment by means of which  all  persons
participating  in  the  meeting can  hear  each  other,  or  acts
approved in writing by all of the members, shall be the  acts  of
the Committee.

           Subject  to the provisions of the Plan, the  Committee
shall  have  full  and final authority in its discretion  (a)  to
select  the  employees who will participate in the Plan,  (b)  to
determine  the amount and type of the awards to be made  to  each
employee so selected, (c) to determine the time or times at which
awards  will be made, (d) to construe and interpret the Plan  and
to adopt, amend and rescind such rules and regulations as, in its
opinion,  may be advisable in the administration of the Plan  and
(e) to make all other determinations as it may deem necessary  or
advisable for the administration of the Plan.

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3.         PARTICIPATION IN THE PLAN

           Participants  in  the Plan shall be  selected  by  the
Committee  from  among the key employees of the Company  and  its
subsidiaries. The term "employees," as used herein, shall include
officers  of  the Company or of a subsidiary of the Company,  and
shall include directors who are also employees of the Company  or
of  a  subsidiary of the Company.  The term "subsidiary," as used
herein,  shall mean any corporation of which 50% or more  of  the
outstanding voting securities are beneficially owned, directly or
indirectly, now or hereafter, by the Company.

           No employee shall have any right to participate in the
Plan unless selected by the Committee and then only to the extent
determined by the Committee.  In selecting the employees who  may
become  participants in the Plan, as well as in  determining  the
amount,  type and terms and conditions of each award  made  under
the Plan, the Committee shall weigh such factors as it shall deem
relevant to accomplish the purposes of the Plan, and all  actions
taken  and  determinations made by the  Committee,  in  its  sole
discretion, shall be final and binding and not subject to review.

           An  employee to whom an award has been made under  the
Plan  may  receive one or more additional awards if the Committee
shall so determine.  No employee shall be eligible to receive any
stock  option or Restricted Stock if, at the time such  award  is
made,  such employee owns stock possessing more than ten  percent
of the total combined voting power of all classes of stock either
of the Company or of any subsidiary.

4.         PLAN LIMITATIONS; SHARES SUBJECT TO THE PLAN

           Subject  to  the provisions of Section 9  hereof,  the
aggregate  number of shares of Common Stock, $1.00 par value,  of
the  Company  (the  "Common  Stock") for  which  options  may  be
awarded,  or which may be issued as Restricted Stock,  shall  not
exceed  800,000 shares.  Such shares shall be made available,  at
the  discretion  of  the  Board of  Directors,  either  from  the
authorized but unissued shares of Common Stock of the Company  or
from  shares  of  Common Stock held by the  Company  as  treasury
shares,  including shares purchased in the open  market.   If  an
option  award  under this Plan shall expire or  terminate  or  be
surrendered  to the Company (other than pursuant to Section  5(g)
unexercised as to any shares covered thereby, or if any shares of
Restricted  Stock awarded under the Plan shall  be  forfeited  or
surrendered to the Company, the shares represented thereby  shall
thereafter  again be available for other awards under  the  Plan.
However, if an option award under this Plan shall be accepted for
surrender  pursuant  to terms and conditions  determined  by  the
Committee  under Section 5(g) hereof, and shares covered  thereby
shall  not  thereafter be available for other  awards  under  the
Plan.

     Subject to the provisions of Section 9 hereof, the aggregate
number of Performance Units which may be awarded  under the  Plan
shall not exceed 350,000.  If any Performance Units

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awarded  under  the  Plan shall be forfeited  or  canceled,  such
Performance  Units shall thereafter be available  for  making  of
awards under the Plan.

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5.           STOCK OPTIONS

        (a)  Award of Options.  Subject to the provisions of  the
Plan,  the  Committee  may  from  time  to  time,  in  its   sole
discretion,  award  to  employees  who  have  been  selected   to
participate  in  the Plan options to purchase  shares  of  Common
Stock  of  the  Company.  In connection therewith, the  Committee
shall have full and final authority in its discretion, subject to
the provision of the Plan, (i) to determine the employees to whom
options  are  to  be  awarded, (ii) in the case  of  each  option
awarded,  to  determine whether the same shall  be  an  incentive
stock option pursuant to section 422 of the Internal Revenue Code
of  1986  (the  "Code"), as the same may from  time  to  time  be
amended  (an "Incentive Stock Option"), or an option  which  does
not  qualify  under such section 422 (a "Non-Qualified  Option"),
(iii)  to determine the number of shares subject to each  option,
(iv)  to  determine the time or times at which  options  will  be
awarded, (v) to determine the option price of the shares  subject
to  each  option, which price shall not be less than the  minimum
specified in Section 5 (c) hereof, (vi) to determine the time  or
times  when  each option becomes exercisable and the duration  of
the exercise period, and (vii) to prescribe the form or forms  of
the  instruments evidencing any options awarded  under  the  Plan
(which  forms shall be consistent with the Plan but need  not  be
identical).

          (b) Term of Options.  The full term of each option awarded 
hereunder shall be for  such  period as the Committee shall determine, but  
not for more than ten years and on day from the date of awarding of a Non-
Qualified  Option and not more than ten years from  the  date  of
awarding  of  and Incentive Stock Option.  Each option  shall  be
subject to earlier termination as provided in paragraphs (f)  and
(g) of this Section 5.

        (c)   Option Price.  The option price shall be determined
by  the Committee at the time any option is awarded, and shall be
not  less  than 100 percent of the fair market value (but  in  no
event less than  par value) of the shares covered thereby at  the
time  the option is awarded.  The option price shall be  paid  in
cash  or  by the surrender, at the fair market value thereof,  of
share  of  Common Stock of the Company, or by any combination  of
cash  and  such  shares.  For purposes of this  Plan,  the  "fair
market value" of a share of Common Stock of the Company shall  be
deemed  to  be, a any time, the mean of the high and low  selling
prices  of  such Common Stock as reported on the New  York  Stock
Exchange, Inc.

            (d) Non-Transferability  of  Options - Designation  of  
Beneficiary.  (I) Except  as provided in paragraph (ii) of this Section, no  
option awarded  under  this  Plan  shall be transferred  by  the  holder
thereof  otherwise than to his designated beneficiary  or  estate
pursuant  to  Section 8 hereof, and such option may be  exercised
during his or her lifetime only by him or her.

        (iii)  Notwithstanding the foregoing, the Committee  may,
in  its  discretion,  provide  that  options,  restricted  stock,
performance  units or other rights or interests  of  an  employee
granted  pursuant  to this Plan (other than  an  Incentive  Stock
Option)  be  transferable,  without consideration,  to  immediate
family  members  (i.e., children, grandchildren  or  spouse),  to
trusts for

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      the  benefit  of  such  immediate  family  members  and  to
partnerships in which such family members are the only  partners.
The  Committee  may attach to such family members  are  the  only
partners.   The  Committee  may attach  to  such  transferability
feature  such  terms and conditions as its deems  advisable.   In
addition,  an  employee  may, in the manner  established  by  the
Committee,  designate a beneficiary (which may be a person  or  a
trust) to exercise the rights of the employee, and to receive any
distribution with respect to any award made under this Plan  upon
the  death  of  the  employee.   A beneficiary,  guardian,  legal
representative,  or other person claiming any  rights  under  the
Plan  from or through any employee shall be subject to all  terms
and  conditions of the Plan and any Agreement applicable to  such
participant, except as otherwise determined by the Committee, and
to any additional restrictions deemed necessary or appropriate by
the Committee.

       (e)  Limitation on Incentive Stock Options. In the case of
any Option which is intended to be an Incentive Stock Option, the
aggregate fair market value (determined at the time the option is
granted)  of  the  Common Stock with respect to  which  Incentive
Stock  Options are exercisable for the first time by an  optionee
during  any  calendar year (under all stock option plans  of  the
Company) shall not exceed one hundred thousand dollars ($100,000)

      (f)  Exercise of Options. (i)  Subject to the provisions of
Section 5(e) hereof, each option awarded under this Plan shall be
exercisable on such date or dates and during such period and  for
such  number  of  shares as shall be determined pursuant  to  the
provisions of the instrument evidencing such options.

        (ii)  A person electing to exercise an option shall  give
written notice to the Company of such election and of the  number
of  shares such person has elected to purchase, and shall at  the
time of exercise tender the full purchase price of the shares  he
has  elected to purchase.  Until receipt by the Company  of  such
full  purchase  price, he shall possess no  rights  of  a  record
holder with respect to any of such shares.  Upon the exercise  of
an  option  at  a time when there is not in effect a registration
statement under the Securities Act of 1933 relating to the shares
issuable upon exercise of the option, the optionee shall  provide
the  Company with such representations and warranties as  may  be
required  by  the  Company to the effect that the  shares  to  be
purchased   pursuant  to  the  option  are  being  acquired   for
investment  and  not  with  a view to the  distribution  thereof.
Without  limiting  the  Company's  obligations  with  respect  to
outstanding  options,  no  shares shall  be  purchased  upon  the
exercise of any option unless all applicable requirements of  the
Securities  and  Exchange Commission, and  any  other  regulatory
agencies  having  jurisdiction and of any  stock  exchanges  upon
which  the  shares may be listed have been fully  complied  with.
The  Company shall use its best efforts to comply with  all  such
regulations  and  appropriate  provisions  may  be  made  in  the
instruments   evidencing   options  to   provide   for   suitable
adjustments  in  the event that the Company is unable  to  comply
with such regulations.

        (iii) No option shall be affected by any change of duties
or  position  of the optionee (including transfer to  or  from  a
subsidiary),  so  long as he continues to be an employee  of  the
Company  or any of its subsidiaries.  If an optionee shall  cease
to be such an employee for any

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reason  other  than  death,  such  option  shall  thereafter   be
exercisable  only to the extent of the purchase rights,  if  any,
which  had  accrued  as of the date of such cessation,  and  such
remaining right to purchase shall in any event terminate upon the
earlier  of (a) the expiration of the full term of the option  or
the expiration of three months from the date of such cessation of
employment.   Nothing  in  this Plan or  in  any  option  awarded
hereunder shall confer upon any optionee any right to continue in
the  employ  of  the  Company or any of its  subsidiaries  or  to
interfere  in  any  way  with the right of  the  Company  or  its
subsidiaries to terminate his employment at any time.

         (iv)  Should an optionee die while in the employ of  the
Company  or  any of its subsidiaries, such optionee's  designated
beneficiaries  or such other persons as shall have  acquired,  by
will  or  by the laws of descent and distribution, the  right  to
exercise  any  option theretofore awarded such optionee  may,  in
either case, exercise such option at any time prior to expiration
of  its full term or the expiration of one year from the date  of
death of the optionee, whichever is earlier.

        (v)  Any exercise pursuant to subparagraphs (iii) or (iv)
above  shall be limited to the purchase rights which  shall  have
accrued  as  of the date when the optionee ceased to be  such  an
employee, whether by death or otherwise, provided, however,  that
the  Committee  may  provide  in the  instrument  evidencing  any
option, or any amendment thereto, that all shares covered by such
option  shall  become  subject to purchase immediately  upon  the
death or cessation of employment of the optionee.

            (g)   Surrender of Options.  The Committee may, under
such  terms  and conditions as it deems appropriate,  accept  the
surrender  by  an optionee of a right to exercise  an  option  to
purchase  shares  of  Common Stock and  authorize  a  payment  in
consideration  therefor  of an amount  equal  to  the  difference
obtained  by  subtracting the option price form the  fair  market
value  on  the date of such surrender, such payment (net  of  any
amount withheld pursuant to Section 11 hereof) to be, in the sole
discretion of the Committee, in shares of the Common Stock of the
Company,  valued  at  fair  market value  on  the  date  of  such
surrender,  or  in cash, or partly in such shares and  partly  in
cash, provided that the Committee shall have determined that such
settlement is consistent with the purposes set forth in Section 1
hereof.

         (h)  Stock Option Agreements.  Each option awarded under
the  Plan  shall be evidenced by a stock option agreement  (which
need  not  be  identical  with  other  stock  option  agreements)
executed on behalf of the Company by a member of the Committee or
by  an  officer designated by the Committee and by  the  optionee
which  shall  set forth the terms and conditions  of  the  option
(including, in the case of  Incentive Stock Options,  such  terms
as shall be requisite in the judgment of the Committee to provide
that  those options will be "incentive stock options" within  the
meaning  of  Section  422  of the Code) either  expressly  to  by
reference  to  the  Plan  an which may contain  other  provisions
provided they are neither inconsistent with nor prohibited by the
Plan.

6.          RESTRICTED STOCK

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        (a)   Restricted Stock Awards.  Subject to the provisions
of   the  Plan, the Committee may from time to time, in its  sole
discretion,  contingently  award  to  employees  who  have   been
selected to participate in the Plan shares of Common Stock of the
Company  upon  the  terms  and conditions,  and  subject  to  the
restrictions  set  forth in this Section 6 ("Restricted  Stock").
In  connection therewith, the Committee shall have full and final
authority  in  its  discretion, subject to the provision  of  the
Plan,  (i)  to  determine the employees to be awarded  Restricted
Stock, (ii) to determine the number of shares of Restricted Stock
to  be awarded to each such employee, (iii) to determine the time
or  times at which awards of Restricted Stock shall be made, (iv)
to  determine  the  Restricted Period  (as  hereinafter  defined)
applicable  to  each  award  of  Restricted  Stock,  and  (v)  to
prescribe the form or forms of the agreements to be entered  into
between the Company and each employee to whom Restricted Stock is
awards  (which agreements shall be consistent with the  Plan  but
need not be identical).

         (b) Restricted Period. (i)  Except as hereinafter expressly 
provided, no  shares of Restricted Stock awarded to an employee may be sold, 
assigned, transferred, pledged, hypothecated or otherwise encumbered by the
employee for such period, not to be less than two years from  the
date  of award, as shall be established by the Committee  in  its
sole  discretion  at  the  time of such  award  (the  "Restricted
Period").   If  at any time an employee to whom Restricted  Stock
has  been awarded is no longer employed by the Company or any  of
its  subsidiaries for any reason (other than death, permanent and
total  disability, or retirement), all shares of Restricted Stock
theretofore  awarded  to  him  and as  to  which  the  applicable
Restricted Period has not expired shall immediately be  forfeited
and returned to the Company, and all rights of such employee with
respect to such Restricted Stock shall terminate, without payment
of any consideration by the Company.

     (ii)  In the event that an employee to whom Restricted Stock
has  been awarded is no longer employed by the Company or any  of
its  subsidiaries  by reason of such employee's death,  permanent
and total disability or retirement, the restrictions set forth in
Section 6(b)(i) shall be deemed to have been satisfied as to  the
number  of  full  shares  of  such  employee's  Restricted  Stock
determined  by  multiplying  the  total  number  of   shares   of
Restricted  Stock  subject to each Restricted Stock  award  by  a
fraction,  the  numerator of which shall be the  number  of  days
between  the  date of such award and the date of  termination  of
employment,  and  the denominator of which  shall  be  the  total
number  of  days in the applicable Restricted Period.  Shares  of
Restricted  Stock  as to which restrictions have  not  so  lapsed
shall  be  forfeited and returned to the Company as  provided  in
Section 6(b)(i).

           (iii)  Notwithstanding the terms of the foregoing
sections,  the  Committee shall have the authority,  in  its
sole   discretion,   to  accelerate  the   time   at   which
restrictions  will lapse or to remove any such  restrictions
whenever  it  may determine that, by reason  of  changes  in
applicable  tax  or  other  laws or  any  other  changes  in
circumstances arising after the date of award,  such  action
is in the best interests of the Company and equitable to the
employee or his or her heirs or designated beneficiaries.

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     (c)   Legend:  Deposit  of Certificates.   Each  certificate
issued in respect of shares of Restricted Stock awarded under the
Plan  shall  be  registered  in the  name  of  the  employee  and
deposited  by the employee, together with a stock power  endorsed
in  blank, with the Company, and shall bear the following  (or  a
similar) legend, and any other legend required by law:

     The  transferability of this certificate and the  shares  of
     stock  represented  hereby  are subject  to  the  terms  and
     conditions (including forfeiture) contained in the  Guaranty
     National  Corporation  1991 Long-Term Performance  Incentive
     Plan,  as  amended, and an agreement between the  registered
     owner  and  Guaranty National Corporation.  Copies  of  such
     plan  and  agreement  are on file  in  the  offices  of  the
     Secretary  of  Guaranty  National  Corporation,  9800  South
     Meridian Boulevard, Englewood, Colorado 80155.

Upon  the  expiration of the Restricted Period,  or  the  earlier
lapse  of  restrictions  pursuant to Section  6(b)(ii)  or  (iii)
hereof, the Company shall deliver to the employee (or to  his  or
her  heir,  designated  beneficiary or  legal  representative)  a
certificate  or certificates not bearing the legend  required  by
this paragraph.

     (d)    Rights as a Shareholder.  Except for the restrictions
set  forth herein and subject to the terms and conditions of  the
agreement between the Company and the employee to whom Restricted
Stock has been awarded, the employee shall have all the rights of
a  stockholder with respect to shares of Restricted Stock awarded
to  him or her, including, without limitation, the right to  vote
such  shares  and  the right to receive all  dividends  or  other
distributions made with respect to such shares.

     7.  PERFORMANCE UNITS

      (a)  Award of Performance Units.  Subject to the provisions
of  the  Plan, the Committee may from time to time, in  its  sole
discretion, award "Performance Units" to employees who have  been
selected  to  participate in the Plan.  In connection  therewith,
the  Committee  shall  have  full  and  final  authority  in  its
discretion,  subject  to  the provisions  of  the  Plan,  (i)  to
determine,  from time to time, the employees to whom  Performance
Units  are  to  be  awarded,  (ii) to  determine  the  number  of
Performance Units to be awarded to each such employee,  (iii)  to
determine the time or times at which awards of Performance  Units
shall   be  made,  (iv)  to  determine  the  Performance  Period,
Performance   Target   and  Applicable   Percentages   (each   as
hereinafter  defined)  applicable to each  award  of  Performance
Units,  and  (v) to prescribe the form or forms of the agreements
to  be entered into between the Company and each employee to whom
Performance  Units  may  be awarded (which  agreements  shall  be
consistent with the Plan but need not be identical).

      (b)  Performance Period.  (i) At the time it makes an award
of   Performance  Units,  the  Committee  shall   determine   the
Performance  Period  applicable  to  the  Performance  Units   so
awarded.   If  at any time an employee to whom Performance  Units
have been awarded is no longer employed by the Company or any  of
its subsidiaries for any reason (other than death,

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permanent  and  total disability or retirement), all  Performance
Units  theretofore awarded to him and as to which the  applicable
Performance   Period  has  not  expired  shall   immediately   be
forfeited, and all rights of such employee with respect  to  such
Performance  Units  shall  terminate,  without  payment  of   any
consideration by the Company.

      (ii)   In  the  event that an employee to whom  Performance
Units  have been awarded is no longer employed by the Company  or
any   of  its  subsidiaries  prior  to  the  expiration  of   the
Performance Period by reason of such employee's death,  permanent
and  total disability or retirement, such employee (or his or her
heirs, designated beneficiaries or legal representative) shall be
entitled, following the expiration of such Performance Period, to
a  payment in an amount equal to the payment, if any, which would
have   been  made  pursuant  to  Section  7(f)  hereof  if   such
termination of employment had not occurred times a fraction,  the
numerator of which shall be the number of days between  the  date
of  termination of employment, and the denominator of which shall
be the total number of days in the applicable Performance Period.

      (iii)  Notwithstanding the terms of the foregoing sections,
the  Committee shall have the authority, in its sole  discretion,
to  accelerate  the  time  at which any Performance  Period  will
expire  or  declare  the Performance Units  of  any  employee  or
employees  immediately payable in such amounts as  the  Committee
may  determine as being in the best interest of the  Company  and
equitable  to  the  employee or his or her  heirs  or  designated
beneficiaries.

      (c)   Performance  Target.  At the time of  each  award  of
Performance  Units, the Committee shall determine the Performance
Target  which  shall  be applicable to the Performance  Units  so
awarded.   The  Performance Target shall be a goal, expressed  in
terms  of  growth  in book value, earnings per share,  return  on
equity  or  any  other  financial  or  other  measurement  deemed
appropriate by the Committee, to be attained by the conclusion of
the  Performance Period, failing which attainment the Performance
Units subject to the Performance Target shall lapse or be subject
to  adjustment by an Applicable Percentage as and to  the  extent
determined by the Committee.  At the discretion of the Committee,
the  Performance  Target for any such award  may  relate  to  the
results of operations or other measurable progress of either  the
Company  as  a  whole or the employee's subsidiary,  division  or
department.  The Performance Target need not be identical for all
Performance Units awarded at any time or form time to time.

      (d)  Applicable Percentages.  At the time of each award  of
Performance  Units, the Committee shall determine the  Applicable
Percentages which shall be applicable to the Performance Units so
awarded.  The Applicable Percentages shall consist of such  range
of  percentages as the Committee shall determine at the  time  of
each  award,  as  shall  be applicable to  the  total  number  of
Performance  Units awarded to an employee at  any  one  time  and
which  shall be applied to the total number of Performance  Units
so  awarded  to  reflect, in such manner  as  the  Committee  may
determine  to be appropriate, the degree to which the Performance
Target   shall  have  been  met  or  exceeded.   The   Applicable
Percentages  need  not  be identical for  all  Performance  Units
granted at any time or from time to time.

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      (e)   Value  of   Performance Units.  The  value  of   each
Performance Unit at any time shall equal the book value per share
of  the  Company's  Common Stock as such  value  appears  on  the
consolidated balance sheet of the Company and its subsidiaries as
of  the end of the fiscal quarter immediately preceding the  date
of valuation, provided, however, that Performance Units shall not
be  deemed to be shares of capital stock of the Company  and  the
award  of Performance Units under the Plan shall not entitle  the
employee  to  whom  Performance Units have been  awarded  to  any
dividend, voting or other rights of a stockholder.  Prior to  the
availability  of  a  definitive balance sheet  for  a  particular
quarter  the Committee shall make a good faith estimate  of  such
book value and any payment during such period shall be subject to
adjustment when a definitive balance sheet shall be available.

       (f)   Payment  of  Performance  Units.    Subject  to  the
provisions  of  the Plan and the terms of each employee's  award,
each  employee  awarded Performance Units shall  be  entitled  to
payment in respect thereof as soon as practicable after the close
of the Performance Period applicable to such award.  Such payment
shall  be made in cash and/or in stock (valued at its fair market
value)  in  an  amount  equal to the value  of  all  such  vested
Performance  Units  then  held  by the  employee  (determined  in
accordance  with  Section  7(e)  hereof),  times  the  Applicable
Percentage.   The  Committee may also make  adjustments,  to  the
extent  it deems appropriate at the conclusion of the Performance
Period,  in the Performance Target or Applicable Percentages  for
any  Performance Units awarded to compensate for, or to  reflect,
any  material  changes  which  may have  occurred  in  accounting
practices, tax laws or other laws or regulations which  alter  or
affect the computation of such Performance Target, or any unusual
circumstances  outside of management's control  which  materially
affect the performance of the Company or any relevant subsidiary,
division  or  department.   Notwithstanding  the  foregoing,   no
adjustments shall be made in any outstanding Performance Units to
the extent that such adjustment would adversely affect the status
of  that  Performance  Units as "performance based  compensation"
under Section 162(m) of the Code.

     <PAGE>

     8.    DESIGNATION OF BENEFICIARY

     An  employee who has received an award under this Plan  may,
with  the consent of the Committee, designate a person or persons
to  be his or her designated beneficiaries under this Plan.  Such
designation shall be made upon forms supplied by and delivered to
the  Company and may be revoked in writing.  If an employee fails
effectively  to designate a beneficiary, then his or  her  estate
will be deemed to be the beneficiary.

       9.     ADJUSTMENTS   UPON   CHANGES   IN   CAPITALIZATION;
              ACCELERATION IN CERTAIN EVENTS.

      (a)  Any  instruments evidencing options awarded hereunder,
and  any  agreements  entered into between  the  Company  and  an
employee in connection with any award hereunder, may contain such
provisions as the Committee may determine for adjustment  of  the
number and classes of shares covered thereby, the purchase  price
of  options,  the  lapsing  of the restrictions  on  exercise  of
options  or  on  Restricted  Stock,  the  number  and  method  of
valuation  of Performance Units covered thereby or the  like,  in
the  event  of  changes in the outstanding Common  Stock  of  the
Company   by  reason  of  any  stock  dividend,  stock  split-up,
recapitalization,    reorganization,    merger,    consolidation,
combination  or  exchange of shares or the like,  of  or  by  the
Company.   In  the absence of any such provision,  the  Board  of
Directors  of the Company, in the event of any such  change,  may
make  such  adjustments as it may, in its sole  discretion,  deem
equitable;  provided, however, in each case, no adjustment  shall
be made which would cause the Plan to violate Section 422 (b) (1)
of  the  Code  with respect to Incentive Stock  Option  or  would
adversely  affect  the  status  of options  or  Restricted  Stock
intended  to  be "performance based compensation  as  such  under
Section  162 (m) of the Code.  In addition, in the event  of  any
such change the Board of Directors may make such change as it may
deem  appropriate in the aggregate number, or awarded,  or  which
may thereafter be issued as Restricted Stock, or in the aggregate
number and classes of shares for which options may thereafter  be
awarded,  or which may thereafter be issued as Restricted  Stock,
or in the aggregate number and method of valuation of Performance
Units which may thereafter be awarded.

      (b)  Notwithstanding the foregoing, in the event of any  of
the  following  occurs:  (i)  the acquisition,  in  one  or  more
transactions, of beneficial ownership (within the meaning of Rule
13d-3  under  the Exchange Act) by any person or  entity  or  any
group  of persons or entities who constitute a group (within  the
meaning  of Section 13 (d)3 of the Exchange Act) other  than  (x)
Orion  Capital  Corporation or a direct  or  indirect  subsidiary
thereof  (or  a  group  including such a corporation)  or  (y)  a
trustee  or other fiduciary holding securities under an  employee
benefit plan of the Company or a Subsidiary, of any securities of
the  Company  such  that, as a result of such  acquisition,  such
person, entity or group either (A), beneficially owns (within the
meaning  of  Rule 13 (d)-3 under the Exchange Act),  directly  or
indirectly,  more  than 20% of the Company's  outstanding  voting
securities entitled to vote on a regular basis for a majority  of
the  members  of  the Board of (B) otherwise has the  ability  to
elect, directly or indirectly, a majority of the

<PAGE>

  members of the Board; (ii) a change in the composition  of  the
Board  such that a majority of the members of the Board  are  not
directors who were nominated for election or elected to the Board
by stockholders of the Company during the preceding twelve months
and who were not members of the Board twelve months prior to that
time ("Continuing Directors"); or (iii) the stockholders of   the
Company approve a merger or consolidation of the Company with any
other  corporation,  other than a merger or  consolidation  which
would  result in the voting securities of the Company outstanding
immediately  prior  there to continuing to represent  (either  by
remaining   outstanding  or  by  being  converted   into   voting
securities  of the surviving entity) at least 80%  of  the  total
voting  power represented by the voting securities of the Company
or  such  surviving  entity outstanding  immediately  after  such
merger  or  consolidation,  or the stockholders  of  the  Company
approve  a  plan  of complete liquidation of the  Company  or  an
agreement for the sale or disposition by the Company of  (in  one
or  more  transactions)  all or substantially all  the  Company's
assets,  (collectively (i) to (iii), "Change of  Control"),  then
(x)  all  stock options theretofore awarded under the Plan  shall
become  immediately exercisable as to all shares of Common  Stock
covered  thereby,  and all restrictions on all shares  of  Common
Stock  covered  thereby, and all restrictions on  all  shares  of
Restricted  Stock  theretofore  awarded  under  the  Plan   shall
immediately  lapse,  in each case from such date,  and  for  such
period,  as  may  be necessary to enable the holders  thereof  to
obtain  the  benefits of such offer merger or consolidation,  and
(y)  the Performance Periods applicable to all Performance  Units
therefore awarded under the Plan will immediately expire and  the
Committee  may,  in its sole discretion, declare the  Performance
Units  of any employee or employees immediately payable  in  such
amounts as the Committee may determine.

      Notwithstanding the foregoing, the preceding  events  shall
not  be  deemed  to  be  a  Change of Control  if  prior  to  any
transaction or transactions causing such change a majority of the
Continuing   Directors  shall  have  voted  not  to  treat   such
transaction or transactions as resulting in a Change of Control.

     10.  NO ASSIGNMENT

     Except as provided in Section 5 hereof, an employee's rights
and  interest  under the Plan may not be assigned or  transferred
except,  in  the  event of an employee' death,  to  his   or  her
designated  beneficiary or to his estate pursuant  to  Section  8
hereof.

     11. NO RIGHT TO AWARD OR EMPLOYMENT

     No employee or other person shall have any claim or right to
receive an award under the Plan.  Neither the Plan nor any action
taken  hereunder  shall be construed as giving any  employee  any
right  to  be  retained  in the employ  of  the  Company  or  any
subsidiary.

     12.  WITHHOLDING

<PAGE>

     The Company or any subsidiary shall have the right to deduct
from  all payments made under the Plan any taxes required  to  be
withheld  in  connection therewith under the applicable  laws  or
regulations of any governmental authority, whether Federal, state
or local and whether domestic or foreign, and, in the case of any
shares  of  stock  transferred pursuant to the Plan,  the  person
receiving such shares shall be required to pay to the Company  or
such  subsidiary,  in cash or by surrender, at  the  fair  market
value  thereof, of shares of Common Stock of the Company,  or  by
any  combination of cash or such shares, the amount of  any  such
taxes  which  the  Company  or such  subsidiary  is  required  to
withhold with respect to such stock.

     13.  AMENDMENT, SUSPENSION OR TERMINATION

      The  Board  of  Directors of the Company may  at  any  time
terminate  or  from  time  to  time  amend  or  suspend  (and  if
suspended,  may  reinstate)  the Plan;  provided,  however,  that
except  as provided in Section 8 hereof, no such amendment shall,
without  the  approval of the shareholders of  the  Company,  (a)
increase  the aggregate number of shares as to which options  may
be  awarded or which may be awarded as Restricted Stock under the
Plan, either to all employees or any one employee, (b) change the
minimum  exercise price of options awarded hereunder, (c)  extend
the  maximum  period during which options may exercised,  or  (d)
materially   modify  the  requirements  as  to  eligibility   for
participation  in  the Plan or permit the  making  of  awards  to
members   of   the  Committee.   No  amendment,   suspension   or
termination shall adversely affects any right or obligation  with
respect to any award theretofore made without the consent of  the
employee so affected.

      The  right  to  make awards under the Plan shall  terminate
automatically at the close of business on  the tenth  anniversary
of  the date the Plan is adopted by the Board of Directors of the
Company, thereafter the function of the Committee will be limited
to supervising the administration of awards previously made

     14. EFFECTIVE DATE

         The effective date of the Plan is October 1, 1991.   The
Plan was approved by the Company's shareholders in 1991 and 1994,
and, as hereby amended, was approved by the Company's
Board of Directors and became effective on October 29, 1996.