EMPLOYMENT AGREEMENT


     THE EXECUTIVE'S EMPLOYMENT AGREEMENT AMENDMENT, dated as of the 10th day of
July,  1998 (the  "Agreement"),  between Orion Capital  Corporation,  a Delaware
corporation (the "Company"),  and W. Marston Becker ("Executive");  WHEREAS, the
Company and the Executive  entered into an Employment  Agreement,  dated October
31, 1995 (the "Original Agreement");  and WHEREAS, as a result of the assumption
by the Executive of  additional  duties and  responsibilities  with the Company,
Company and the  Executive  desire to amend and restate the Original  Agreement.
NOW,  THEREFORE,  the  Company  and  Executive  hereby  agree that the  Original
Agreement  shall be amended and  restated in its entirety to provide as follows:
EMPLOYMENT.  The Company  hereby  employs  Executive  to render  services as the
Chairman and Chief  Executive  Officer of the Company.  The Executive shall have
such  responsibilities,  perform  such duties and have such  authorities  as are
consistent  with the  Executive's  position as the Chairman and Chief  Executive
Officer of the  Company,  reporting  to, and subject only to the  direction  and
control of, the Board of Directors of the Company (the  "Board").  The Executive
hereby  accepts such  employment and agrees to render the  Executive's  services
(unless prevented by sickness,  injury or other incapacity)  fully,  faithfully,
and to the best of the Executive's  ability.  The Executive's  services shall be
exclusive to the Company,  except that with the prior  approval of the Executive
Committee of the Board,  the Executive may serve as a compensated  member of the
board of directors of other, "for profit"  unaffiliated  corporations.  PLACE OF
EMPLOYMENT.  The Company  agrees that the  Executive  will be located,  and will
render such services  (subject to necessary  and  appropriate  business  related
travel), at the Company's office in Farmington,  Connecticut.  TERM. The term of
the  Executive's  employment  with the Company  ("Term")  under the  Executive's
Agreement  shall be for a period of two (2) years,  commencing  on July 10, 1998
and ending on July 10, 2000,  which ending date shall  automatically be extended
by one (1) additional day for each day of the  Executive's  employment  with the
Company  after July 10, 1998,  unless  either party shall at any time have given
written notice to the other of its or the  Executive's  intention not further to
extend the Term.  COMPENSATION AND BENEFITS.  Base Salary. The Company shall pay
to the Executive a base salary (the "Base Salary") at an annual rate of not less
than $410,000.  The Executive's  Base Salary during the Term may be increased by
such  amount  as shall  be  determined  by the  Board  in its  discretion.  Once
established  at any  specific  rate,  the  Executive's  Base Salary shall not be
reduced.  The Base Salary shall be payable to the Executive in  installments  on
the Company's normal payroll dates. Incentive Compensation and Stock Awards. The
Executive  shall have the opportunity to participate in long-term and short-term
incentive or  performance  plans or programs and in stock option and stock award
plans of the Company to the same  extent as other  senior  executive  employees.
Expenses.  The  Executive is  authorized  to incur and shall be  reimbursed  for
reasonable  business,  entertainment  and other related expenses  (including all
travel and living  expenses  while away from home on Company  business or at the
request of the  Company)  in the  performance  of the  Executive's  duties.  The
Executive shall comply with the Company's expense and reimbursement  policies as
in  effect  at the time the  expense  is  incurred.  Other  Benefit  Plans.  The
Executive shall participate in, and shall be entitled to receive benefits under,
and  in  accordance  with,  the  provisions  of  any  health,   life  insurance,
disability, deferred compensation,  profit sharing and savings or other employee
benefit plan or plans  adopted,  or to be adopted,  by the Company and which are
generally  applicable to senior executive  employees of the Company.  Disability
Insurance.  In addition  to the other  benefits  offered the Company  shall also
maintain,  at its expense,  an executive long-term  disability  insurance policy
("Policy") for the Executive  providing the Executive with benefits in the event
of a  "disability"  as such term is defined in the Policy  (for all  purposes of
this  Agreement,  "Disability").  The annual benefit payable under the Policy in
the  event of a  Disability  shall be equal to an  annual  rate of 66.66% of the
Executive's Base Salary or as close there too as reasonably available. PAID TIME
OFF. The Executive  shall be entitled to paid time off of not less than five (5)
weeks during each  calendar  year,  earned on a per pay period basis ("Paid Time
Off"). TERMINATION.  Death or Disability.  The Executive's employment under this
Agreement shall terminate upon the Executive's  death or Disability.  Cause. The
Board may terminate the  Executive's  employment for Cause.  For purposes of the
Executive's Agreement,  the Board shall have "Cause" upon: (A) the commission by
the  Executive of any felonious  act or any other  criminal act involving  moral
turpitude,  dishonesty, theft or unethical business conduct, (B) the willful and
continued  failure of the Executive to  substantially  perform his duties (other
than as a result of  incapacity  due to  physical  or mental  injury or illness)
which duties the Executive has been directed in writing to perform by the Board;
or (C) the Executive  engaging in willful  misconduct or is grossly negligent in
the  performance of the  Executive's  duties  hereunder,  or (D) the Executive's
failure to comply with the policies or procedures  of the Company.  No action or
failure  to  act,  by the  Executive  shall  be  considered  "willful"  if it is
determined  by the Board to have been done by the  Executive  in good  faith and
with the  reasonable  belief that the  Executive's  action or omission is in the
best  interest of the Company.  Early  Termination.  Either the Executive or the
Board shall have the right to terminate the  Executive's  employment at any time
for any reason whatsoever (an "Early Termination");  provided, however, that the
Board or its successor,  may not, pursuant to this Section 6 (c), elect an Early
Termination  from the date of the  occurrence of a Change in Control until after
the  expiration of twelve (12) calendar  months  following the calendar month in
which the Change in Control has occurred.  -----------------  Change in Control.
At any time within the twelve (12) calendar months  following the month in which
a Change in Control shall have occurred,  the Board or the Executive  shall have
the right to terminate the Executive's employment for any reason whatsoever. For
purpose this  Agreement,  a "Change in Control" shall be deemed to have occurred
upon the earliest to happen of the following: -----------------

     (1) The acquisition,  in one or more transactions,  of beneficial ownership
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the
"Exchange  Act") by any person or entity or any group of persons or entities who
constitute a group (within the meaning of Rule 13d-3 of the Exchange Act), other
than a trustee or other fiduciary  holding  securities under an employee benefit
plan of the Company or a subsidiary,  of any  securities of the Company if, as a
result of such acquisition, such person, entity or group either (1) beneficially
owns  (within  the meaning of Rule 13d-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
or (2) otherwise has the ability to elect, directly or indirectly, a majority of
the members of the Board; (2) A change in the composition of the Board such that
a  majority  of the  members  of the  Board  are  not  Continuing  Directors.  A
"Continuing Director" means, as of any date of determination,  any member of the
Board who (i) was a member of such Board on the date of this  Agreement (ii) was
nominated and elected to such Board with the  affirmative  vote of a majority of
the  Continuing  Directors  who were  members  of the  Board at the time of such
nomination or election;  or (3) 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  thereto  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 (in one or more  transactions) of all
or substantially all of the Company's assets.

     Notice of  Termination.  A written  notice to the other  party  ("Notice of
Termination") must in order to be effective, precede any termination pursuant to
Section 6 (b), (c) or (d). A Notice of  Termination  shall indicate the specific
provision  in the  Executive's  Agreement  relied  upon and  shall  set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination  of the  Executive's  employment  under the  provision so indicated.
--------------------- Date of Termination.  "Date of Termination" shall mean (i)
if the Executive's  employment is terminated by the Executive's  death, the date
of the Executive's death, or by reason of the Executive's  Disability,  the date
all of the  conditions  to  constitute a Disability  have  occurred,  or if upon
expiration  of the  Term,  the last  day of the  Term,  (ii) if the  Executive's
employment  is  terminated  for  Cause,  the date  specified  in the  Notice  of
Termination,  and (iii) if the Executive's employment is terminated by reason of
the  occurrence  of a Change of Control or upon an Early  Termination,  the date
which is seven (7) days  after the date of which the  Notice of  Termination  is
given.  COMPENSATION  AND BENEFITS UPON  TERMINATION.  Upon  termination  of the
Executive's   employment  for  any  reason  whatsoever  (including  Cause),  the
Executive shall receive such other  benefits,  if any, as may be provided to him
under the terms of any  employee  benefit,  incentive,  option,  stock award and
other  plans or  programs  of the  Company in which he may be, or have  been,  a
participant and shall be paid the balance of the  Executive's  earned but unpaid
Base Salary and Paid Time Off with the additions described below.

         Involuntary   Termination  -  Upon  the  Company's  election  of  Early
Termination  pursuant  to  Section  6 (c) for  reasons  other  than  Cause,  the
following additional provisions shall apply:

     Severance Pay - The Executive shall continue to receive Base Salary for two
(2) years after the Date of  Termination.  Bonus - The Executive shall receive a
prorated  portion of the  Executive's  bonus, if any, as determined by the Board
based on the Company's  actual  performance  during the fiscal year in which the
Executive's  Date  of  Termination  occurs.  Such  determination  to be  made at
termination  and payment will be made at the same time that bonus  consideration
and payments  for other  senior  executive  employees  for the same  performance
period are made.  Car Allowance - The Executive  shall continue to receive a car
allowance  for  the  two-  (2)  year  period  after  the  Executive's   Date  of
Termination.  The amount of such car allowance  shall equal the amount,  if any,
being received by the Executive as of the Date of Notice.  Long-Term Incentive -
The Executive shall continue to vest for the two- (2) year period  following the
Executive's Date of Termination.  401(k) Profit Sharing and Supplemental Benefit
Plans - The Executive  shall continue to be treated as a participant in all such
plans in which the Executive had been a participant on the date of the Notice of
Termination,   based  on  then  applicable  and   corresponding   elections  and
contribution  rates,  for the 2-year period  following the  Executive's  Date of
Termination. If such amounts cannot be paid to the plans, the tax-adjusted value
the Executive  would have received  shall be determined  and paid by the Company
(outside of the plans). The Executive shall be allowed to change the Executive's
payment  election  under  the  terms of such  Supplemental  Benefit  Plan at the
Executive's  Date of  Termination.  Deferred  Compensation  Plan - The Executive
shall cease participation as of the Executive's Date of Termination and shall be
allowed  to change  the  Executive's  payment  election  under the terms of such
Deferred Compensation Plan at the Executive's Date of Termination.  Split Dollar
Life  Insurance - The Executive  shall have the option to purchase the Company's
interest in the split dollar policy on the  Executive's  Date of  Termination or
expiration  of the Term,  for an amount equal to the sum of the premiums paid to
date of transfer by the Company.

     Involuntary Termination for Cause. In the event the Executive is terminated
for Cause,  the Executive  shall receive only such  benefits,  if any, as may be
provided  to him under the terms of any  employee  benefit,  incentive,  option,
stock  award and other  plans or  programs of the Company in which he may be, or
have been, a participant and shall be paid the balance of the Executive's earned
but  unpaid  Base  Salary  and  Paid  Time  Off as of the  Executive's  Date  of
Termination. ----------------------------------



     Death.  In the event of the  Executive's  death,  the following  additional
provisions shall apply:

              Base Salary - The  Executive's  Base Salary  shall  continue to be
paid to the Executive's named beneficiary for six months  immediately  following
the date of death.
              Bonus - A prorated  portion of the  Executive's  bonus, if any, as
determined by the Board of Director's based on the Company's actual  performance
during  its  fiscal  year of the  Executive's  death  shall  be  payable  to the
Executive's named  beneficiary.  Such  determination and payment will be made at
the same time that bonus  consideration  and payments for other senior executive
for the same performance period are made.

     Disability.  In the  event of the  Executive's  Disability,  the  following
additional provisions shall apply:

     Bonus - The Executive  shall receive a prorated  portion of the Executive's
bonus,  if any,  as  determined  by the  Board  based  on the  Company's  actual
performance during the fiscal year in which the Date of Termination occurs. Such
determination and payment will be made at the same time that bonus consideration
and payments for other senior  executives  for the same  performance  period are
made.  Split Dollar Life  Insurance  -The Company shall assign to the Executive,
without charge or cost, the Company's  interest in the Executive's  split dollar
policy.

     Change  in  Control.  In the  event of  termination  following  a Change in
Control the following provisions shall apply.

     Severance Pay - The  Executive  shall receive Base Salary for 3 years after
the  Executive's  Date of  Termination.  Bonus - The  Executive  shall receive a
prorated  portion of the  Executive's  bonus, if any, as determined by the Board
based on the Company's  actual  performance  during the fiscal year in which the
Executive's Date of Termination occurs but not less than the bonus for the prior
fiscal year. Such  determination  and payment will be made at the same time that
bonus  consideration  and  payments  for  other  senior  executive  for the same
performance  period are made.  Car Allowance - The Executive  shall  continue to
receive a car  allowance  for the 3- year period after the  Executive's  Date of
Termination.  The amount of such allowance shall equal the amount, if any, being
received by the Executive as of the date of the Change in Control  401(k) Profit
Sharing and  Supplemental  Benefit  Plans - The Executive  shall  continue to be
treated as a  participant  in all such plans in which the  Executive  shall have
been a participant on the date Notice of  Termination,  based on then applicable
and  corresponding  elections  and  contribution  rates,  for the 3-year  period
commencing on the  Executive's  Date of  Termination.  If such amounts cannot be
paid to the plans,  the  tax-adjusted  value the  Executive  would have received
shall  be  determined  and  paid by the  Company  (outside  of the  plans).  The
Executive shall be allowed to change the Executive's  payment election under the
terms of such Supplemental  Benefit Plan at the Executive's Date of Termination.
1 Deferred Compensation Plan - The Executive shall cease participation as of the
Executive's  Date of Termination  and shall be allowed to change the Executive's
payment  election  under the  terms of such  Deferred  Compensation  Plan at the
Executive's Date of Termination. Split Dollar Life Insurance - The Company shall
continue  to pay the premium  related to the  Executive's  participation  in the
Split  Dollar  Life  Insurance  Plan for the  3-year  period  commencing  on the
Executive's Date of Termination. The Executive shall have the option to purchase
the  Company's  interest at the end of such 3-year period for an amount equal to
the sum of the premiums  paid to date by the Company Long Term  Incentives - All
awards made to the Executive under  long-term  incentive plans or programs shall
immediately vest and be payable and all restrictions shall lapse.

     Continuation  of Agreement  Provisions.  The termination of the Executive's
employment  for any  reason  whatsoever  shall  not  operate  to  terminate  the
Executive's  Agreement  as  an  entirety  or  adversely  affect  the  respective
continuing  rights and  obligations  of the parties under Sections 4(c), 7, 8, 9
and 10 of the  Executive's  Agreement,  all of which shall survive the effective
date of such  termination  of  employment in  accordance  with their  respective
terms.  ------------------------------------  EXCISE TAX.  ----------  It is the
intention  of this  provision  that the  Executive  receive a net amount,  after
payment  of  all  Excise  Taxes  (including  Excise  Taxes  on  any  Excise  Tax
Adjustment)  equal to the  aggregate  compensation,  benefits and other  amounts
which gave rise to the Excise Tax. (a) In the event that  Executive  receives or
derives from the Company or otherwise  any  compensation,  benefit or any amount
under any option plan,  performance plan, or incentive plan, which is determined
to be subject to the excise tax imposed by Section 4999 of the Internal  Revenue
Code of 1986,  as amended,  (the  "Excise  Tax"),  then the  Executive  shall be
entitled to receive from the Company an Excise Tax  Adjustment  Payment equal to
the amount of all applicable  U.S.  federal,  state and local taxes (computed at
the maximum  marginal  rates and  including  interest  penalties and any cost of
contest or defense)  including Excise Tax imposed upon the Excise Tax Adjustment
Payment. The amount of the any Excise Tax Adjustment Payment to be made shall be
determined, at the Company's expense, by a nationally recognized accounting firm
acceptable to the Executive and the Company.

     (b) The  Executive  shall  notify the  Company in writing  promptly  of any
written  claim by the IRS that  would  require  the  payment  of the  Excise Tax
Adjustment Payment. The Company may elect, by notifying the Executive in writing
within thirty (30) days of its receipt of  Executive's  notice,  to contest such
claim and/or to retain legal  counsel  selected by the Company to represent  the
Executive.  Such contest will be at the Company's  sole cost and expense and the
Company shall advance any amounts  required to be paid in respect of such Excise
tax or the contest thereof. The Executive shall cooperate fully with the Company
in good faith including permitting the Company to participate in any proceedings
relating  to such  claim or  contest  and giving  the  Company  any  information
reasonably requested by the Company relating to such claim or contest.

     (c) The Company shall be entitled to control all proceedings,  conferences,
and appeals it may elect to take,  but only with  respect to the Excise Tax, and
may sue for a refund or contest  the claim in any  permissible  manner  provided
that any  extension of the statute of  limitations  relating to payment of taxes
for the  taxable  year of the  Executive  with  respect to which such  contested
amount is claimed  to be due is limited  solely to such  contested  amount.  The
Executive  shall  promptly  pay to the  Company  the amount of any  refund  with
respect to such claim  (together with any interest paid or credited  thereon but
after payment by Executive of any taxes applicable thereto).

CONFIDENTIAL INFORMATION: COMPETITION.
   Except  as  necessary  or  appropriate  to  the  proper  performance  of  the
Executive's  duties,  or with the prior  written  consent of the Company,  or as
ordered by a court of competent  jurisdiction,  the  Executive  shall not at any
time either during the  continuance of the  Executive's  employment or after its
termination disclose or communicate to any person or use for the Executive's own
benefit or the benefit of any person other than the Company or any subsidiary or
affiliate any information relating to the Company or any subsidiary or affiliate
that is not generally known to the public ("Confidential Information") which may
come to the Executive's  knowledge in the course of the Executive's  employment,
and the Executive shall during the continuance of the Executive's employment use
the Executive's best endeavors to prevent the unauthorized publication or misuse
of any Confidential Information,  provided that such restrictions shall cease to
apply to any  Confidential  Information  which may enter the public domain other
than through the fault of the Executive.

     During  the Term  and for a  period  of two (2)  years  following  an Early
Termination the Board, or for a period of three (3) years following  Executive's
termination  following a Change in Control, the Executive agrees not to carry on
or set up or be employed or engaged by or otherwise  assist in or be interest in
any capacity (including without limitation as a shareholder) in any State of the
United  States of America or in any foreign  country in which the Company or any
subsidiary or affiliate thereof is conducting business,  any business materially
competitive  to that  being  carried  on by the  Company  or any  subsidiary  or
affiliate thereof;  provided,  however,  that the ownership by the Executive for
investment  purposes  (directly or through  nominees) of not more than 5% of the
outstanding stock of any corporation which is publicly held and traded shall not
be deemed to be violation of this  Agreement.  The  Executive  will not solicit,
entice  away,  or otherwise  encourage  any  executive or other  employee of the
Company or its  subsidiaries  or  affiliates  to leave his or her  employment in
order to join the  Executive in any business  endeavor,  nor shall the Executive
aid,  promote,  encourage  or be a party to any acts,  the effect of which would
divert,  diminish or prejudice the goodwill or business of the Company or any of
its subsidiaries or affiliates.  The agreements by the Executive in this Section
9 are intended to be separate and severable and  enforceable as such.  MERGER OR
REORGANIZATION.  This  Agreement  shall not be  terminated  by the  voluntary or
involuntary  dissolution of the Company or by any merger or consolidation  where
the Company is not the surviving or resulting corporation,  or upon any transfer
of all or  substantially  all of the assets of the Company.  In the event of any
such  merger or  consolidation  or transfer of assets,  the  provisions  of this
Agreement  shall be binding and shall inure to the benefit of the  Executive and
the surviving or resulting  corporation or the  corporation to which such assets
shall be  transferred,  and the  Company  shall  require  the  successor  to the
Company,  as the  Executive's  employer  (whether  such  succession is direct or
indirect,  by  purchase,  merger,  consolidation  or  otherwise,  to  all  or  a
substantial portion of the business and/or assets of the Company),  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent as the Company would be required to perform it if no such  succession had
taken  place.  As used in this  Agreement,  the term  "Company"  shall  mean the
Company and any successor to all or a substantial portion of its business and/or
assets as aforesaid.  ARBITRATION.  Any  controversy  or claim arising out of or
relating  to  this  Agreement,  the  breach  thereof  or the  coverage  of  this
arbitration  provision  shall  be  settled  by  arbitration  which  shall  be in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association  as such rules  shall be in effect on the date of delivery of demand
for arbitration.  The arbitration of such issues, including the determination of
the amount of any damages  suffered by either party hereto by reason of the acts
or  omissions of the other,  shall be to the  exclusion of any court of law. The
decision of the  arbitrators or a majority of them shall be final and binding on
both parties and their respective heirs, executors,  administrators,  successors
and assigns.  Judgment upon the award rendered by the arbitrators may be entered
in any court having  jurisdiction.  There shall be three arbitrators,  one to be
chosen directly by each party at will and the third arbitrator to be selected by
the two  arbitrators so chosen.  Each party shall pay the fees of the arbitrator
selected  by him and of the  Executive's  own  attorney  and the  expense of the
Executive's  witnesses and all other expenses connected with the presentation of
the Executive's case. All other costs of the arbitration,  including the cost of
the third arbitrator,  the record or transcripts thereof, if any, administrative
fees, and all other fees and costs shall be borne equally by the parties.

     Nothing  contained herein shall be construed or interpreted to preclude the
Company  prior  to,  or  pending  the  resolution  of,  any  matter  subject  to
arbitration  from  seeking  injunctive  relief in any  court  for any  breach or
threatened  breach of any of the  Executive's  agreements  in  Section 9 hereof.
NON-ASSIGNABILITY.  The obligations of the Executive  hereunder are personal and
may not be  delegated,  assigned or  transferred  by the Executive in any manner
whatsoever,   nor  are  such  obligations  subject  to  involuntary  alienation,
assignment or transfer.  AMENDMENT. This Agreement contains the entire agreement
of the  parties.  It may not be changed  orally but only by a written  agreement
executed by both of the parties  hereto.  NOTICES.  ---- -- All notices  which a
party  is  required  or may  desire  to  give to the  other  party  under  or in
connection  with this Agreement  shall be sufficient if given by addressing same
to the other party as follows:

                           if to the Executive, to:

                              W. Marston Becker
                              48 Ledyard Road
                              West Hartford, CT06117

                           if to the Company, to:

                              Orion Capital Corporation
                              9 Farms Spring Road
                              Farmington, CT 06032
                              Attn:  Secretary

     or at such other place as may be designed  in writing by like  notice.  Any
notice shall be deemed to have been delivered when addressed as required  herein
and deposited  postage paid,  in the United States Mail.  WAIVER:  MODIFICATION.
----------- --------- No provision of this Agreement may be modified,  waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by the  Executive  and the Board.  The waiver by either  party of any
breach by the other party,  or  compliance  with,  any condition or provision of
this  Agreement to be performed by such other party shall not be deemed a waiver
of the same provisions or conditions at any other time, nor shall it be deemed a
waiver of any other  provisions  or conditions  at any time.  SEVERABILITY.  The
various  Sections  of this  Agreement  are  severable,  and if any Section or an
identifiable part thereof is held to be invalid or unenforceable by any court of
competent  jurisdiction,  then such  invalidity  or  unenforceability  shall not
affect the validity or enforceability of the remaining  Sections or identifiable
parts thereof in this  Agreement,  and the parties hereto agree that the portion
so held invalid,  unenforceable or void shall, if possible, be deemed amended or
reduced in scope,  or otherwise be stricken from this  Agreement,  to the extent
required for the purposes of the validity and enforcement hereof. CHOICE OF LAW.
This  Agreement  shall  be  governed  by the laws of the  State of  Connecticut,
without reference to any conflict of law rules. ENTIRE AGREEMENT. This Agreement
sets forth the entire agreement  between the parties with respect to the subject
matter hereof and  supersedes any and all prior  agreements  between the Company
and the  Executive,  whether  written or oral,  relating  to any or all  matters
covered by, and  contained  or  otherwise  dealt  with,  in this  Agreement.  No
agreements or representations,  oral or otherwise, express or implied, have been
made by either  party with  respect  to the  subject  matter of this  Agreement,
unless set forth expressly in this  Agreement.  BENEFICIARIES:  REFERENCES.  The
Executive shall be entitled to select (and change, to the extent permitted under
any applicable law) a beneficiary or  beneficiaries  to receive any compensation
or benefit payable  hereunder  following the Executive's  death,  and may change
such election by giving the Company written notice thereof.  In the event of the
Executive's  death,  Disability or a judicial  determination  of the Executive's
incompetence, all references in this Agreement to the Executive shall be deemed,
where  appropriate,  to refer to the  Executive's  beneficiary,  estate or other
legal representative.  ACTIONS FOR THE BOARD. Any reference in this Agreement to
the Board shall include the Compensation  Committee  thereof and any officers of
the  Company to which the Board or the  Compensation  Committee  thereof  has by
resolution delegated any explicit authority or responsibilities  with respect to
this Agreement.

TAX WITHHOLDINGS.
   All payments to the Executive  hereunder shall be subject to such withholding
of Federal, state and local income and excise taxes and to such employment taxes
as shall be reasonably determined by the Company to be required.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date hereinabove set forth.


                            ORION CAPITAL CORPORATION


                                       By:
                -------------------------------------------------
                                      Name:
                      -------------------------------------
                                     Title:
                      -------------------------------------

                                    EXECUTIVE


                                       By:
                -------------------------------------------------
                             Name: W. Marston Becker





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