Amendment to Employment Agreement of W. Marston Becker

     This Amendment ("Amendment"), dated January 30, 1999, amends the Employment
Agreement,  dated as of July 10, 1998 (the  "Agreement"),  between Orion Capital
Corporation,  a Delaware  corporation  (the  "Company"),  and W. Marston  Becker
("Executive");

                              W I T N E S S E T H:

The Agreement is amended as set forth below.

Paragraph 7 (a) of this Agreement is amended in its entirety to read as follows:

     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  continue to receive a Bonus for two (2) years
after the Date of  Termination.  Such amount  shall be  determined  based on the
greater  the  last  performance  bonus  paid  or the  average  of the  last  two
performance bonuses paid immediately preceding the Date of Termination.

     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.

     Medical, Dental, 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.

     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.

2. Paragraph 7 (e) of this Agreement is amended in its entirety to read

     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 continue to receive a Bonus for three (3) years
after the Date of  Termination.  Such amount  shall be  determined  based on the
greater  the  last  performance  bonus  paid  or the  average  of the  last  two
performance bonuses paid immediately preceding the Date of Termination.

         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

     Medical, Dental, 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.

     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.


         In Witness Whereof,  the parties have executed this Amendment as of the
date herein above set forth.



                            ORION CAPITAL CORPORATION

                           By: _______________________
                             Name: _________________
                            Title: _________________


                                    EXECUTIVE

                           By: _______________________
                             Name: W. Marston Becker



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