EMPLOYMENT AGREEMENT


    THIS EMPLOYMENT  AGREEMENT is made as of the ___ day of February,  1999 (the
"Agreement"),  by and between Orion Capital Corporation,  a Delaware corporation
with a principal place of business in Farmington,  Connecticut  (the "Company"),
and _______________, of ___________, ________________- ("Executive").

     WHEREAS,  pursuant to an agreement  between the Company and the  Executive,
the Executive currently serves as the Company's _________________________;

    WHEREAS,  the Company and the Executive desire that Executive be employed by
the Company in accordance with the terms and conditions of this Agreement.

    NOW, THEREFORE, in consideration of the mutual terms and covenants contained
herein, the receipt and sufficiency of which the parties acknowledge and accept,
the Company and the Executive hereby agree as follows:

     EMPLOYMENT.  The Company hereby employs Executive to render services as the
_______________- and the Executive hereby accepts such employment. The Executive
shall have such responsibilities,  perform such duties and have such authorities
as are  consistent  with such  position,  reporting  to, and subject only to the
direction and control of, the Chief Executive Officer and 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 Executive shall be
located,  and shall render such services  (subject to necessary and  appropriate
business   related   travel),   at  the   Company's   office   in   ___________,
_______________.  TERM. The term of the Executive's  employment with the Company
shall be for a period  commencing on (month)  ____,  19___ and ending on (month)
___,  20____,  unless sooner  terminated  in  accordance  with Section 6 of this
Agreement;  provided, however, that the term of the Executive's employment after
(month) ____,  20___ shall  automatically  be extended by one (1) additional day
for  each  successive  day of  the  Executive's  employment  with  the  Company.
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  $_________.
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 the  Executive's  Base
Salary is established at any specific rate, the Base Salary shall not thereafter
be reduced. The Base Salary shall be payable to the Executive in installments on
the Company's normal payroll dates; -------------


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     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  travel and living expenses while away from home on
Company  business or at the request of the Company)  incurred 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 have the opportunity to 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 and for which the  Executive  is  otherwise
eligible;  and Disability  Insurance.  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 (a  "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  thereto 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  active
employment  for Cause.  For  purposes  of this  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;  (C) willful  misconduct  or gross
negligence by the Executive in the performance of the Executive's duties, or (D)
the failure of the  Executive 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.  Voluntary  Termination.  The
Executive may terminate his or her active  employment or Post  Employment at any
time for any reason whatsoever. Involuntary Termination. The Board may terminate
the Executive's active employment at any time for any reason whatsoever.  Change
in Control (Termination by the Company). At any time within twelve (12) calendar
months following the month in which a Change in Control shall have occurred, the
Board may terminate the Executive's active employment for any reason whatsoever.
For purposes of this  Agreement:  a "Change in Control"  shall be deemed to have
occurred     upon    the    earliest    to    happen    of    the     following:
----------------------------------------------  (A) 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 (i) 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 (ii)  otherwise has
the ability to elect,  directly or indirectly,  a majority of the members of the
Board;  (B) 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 the Board on the date of this  Agreement,  or (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  (C)  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.

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

     Change in Control (Termination by the Executive). At any time within twelve
(12) calendar months following the month in which a Change in Control shall have
occurred,  the Executive  may  terminate his or her Term of employment  for Good
Reason or otherwise  with the consent of the Company:  "Good Reason" shall mean:
------------------------------------------------       The      position      or
responsibilities of the Executive are significantly reduced (including,  without
limitation,  the  elimination  of  such  position,  a  change  in the  reporting
responsibilities  of such position,  a substantial  reduction in the size of the
Company or other  substantial  change in the character or scope of the Company's
operations),  or the Executive is assigned without his or her written consent to
any duties  inconsistent  with his or her position with the Company  immediately
prior to such  assignment  or the  status  and  stature  of those  with whom the
Executive is asked to work or the position, authority, responsibility or type of
work or the  working  conditions  under  which  the  Executive  is  assigned  is
inconsistent  with, not comparable to, or reduced in status or altered in nature
from the Executive's position  immediately  preceding the Change in Control; The
annual  incentive  compensation  provided  to the  Executive  is  eliminated  or
significantly  reduced,  the Executive's  participation  level is reduced or the
manner of assessing  actual  performance  is changed in a manner that results in
the Executive  earning  significantly  less annual incentive  compensation for a
given  period than he or she would have for the same period  absent such change,
except if such  reduction  occurs prior to a Change in Control and is part of an
across-the-board  reduction  in such  benefits  applicable  to all senior  level
executives of the Company; The Executive's aggregate level of benefits under the
Company's  benefit  plans is  significantly  reduced,  except if such  reduction
occurs prior to a Change in Control and is part of an across-the-board reduction
in such benefits  applicable to all senior level executives of the Company;  The
Company fails to provide the Executive with benefits and  perquisites  which are
substantially  similar  in the  aggregate  to those to which  the  Executive  is
entitled  under  the  Company's   benefit  plans  in  which  the  Executive  was
participating  immediately  prior to the Change in Control,  or fails to provide
the Executive with directors' or officers' insurance, as applicable, at least at
the level maintained  immediately prior to the Change in Control;  The Executive
is  required  to change his or her  regular  work  location  to a location  that
requires the Executive to commute a distance more than 50 miles further from the
Executives  principal place of employment  existing at the time of the Change in
Control;  or The Company fails to pay the Executive any amount  otherwise vested
and due hereunder or under any plan or policy of the Company, or fails to comply
with any other provision of or perform any of its other  obligations  under this
Agreement.

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

     Notice of Termination.  Any termination by the Board of Executive's  active
employment  pursuant to Section 6(b), (d) or (e) must, in order to be effective,
be  preceded by a written  notice to the  Executive  ("Notice  of  Termination")
indicating  the  specific  provision of this  Agreement  relied upon and setting
forth  in  reasonable  detail  the  facts  and   circumstances   supporting  the
termination  under  the  provision  so  indicated  and the Date of  Termination.
---------------------

     Any  termination  by the  Executive  of his active  employment  pursuant to
Section 6(f) must, in order to be effective,  be preceded by a written notice to
the Company  indicating  the specific  provision of Section 6(f) relied upon and
setting forth in reasonable  detail the facts and  circumstances  supporting the
termination under the provision so indicated and the Date of Termination.  After
receipt of such notice,  the Company  shall have ten (10) business days from the
date of receipt of such  notice to cure the event  described  therein,  and upon
cure thereof by the Company to the  Executive's  reasonable  satisfaction,  such
event shall no longer constitute "Good Reason" for purposes of this Agreement.

     Date of Termination;  Post Employment. "Date of Termination" shall mean (A)
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, (B) if the Executive's  active
employment is  terminated  by the Board  pursuant to Section 6 (d) or for Cause,
the date  specified  in the Notice of  Termination,  and (C) if the  Executive's
active  employment  is  terminated  by the Executive or Section 6(f) pursuant to
Section 6 (c) or 6 (f) the date which is ten (10)  business  days after the date
of receipt of the  Executive's  notice of  intention  to terminate or such other
date  as may be  agreed  by  Executive  and the  Board.  If  Executive's  active
employment  shall  be  terminated  pursuant  to  Section  6 (d),  6 (e) or 6 (f)
Executive shall,  following the Date of Termination enter into a period of "Post
Employment".

     COMPENSATION  AND BENEFITS:  POST  EMPLOYMENT.  Death.  In the event of the
Executive's death while actively  employed,  the Company shall pay or provide to
the Executive:  Base Salary - The  Executive's  Base Salary shall continue to be
paid to the Executive's named  beneficiary for one month  immediately  following
the date of death;  Bonus - A prorated portion of the Executive's bonus, if any,
as determined by the Board 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,  if any, for other senior executives for the
same performance  period are made; and Benefits - The Executive shall be paid or
be  provided  such other  benefits  for which the  Executive  may  otherwise  be
eligible under the terms of any employee benefit, incentive, option, stock award
or other  plans or programs of the Company in which he may be, or may have been,
a  participant  and any  accrued  but unpaid  Paid Time Off  through the Date of
Termination.

     Disability. In the event of the Executive's termination due to a Disability
while actively employed, the Company shall pay or provide to the Executive:

     Base Salary - The Executive's Base Salary shall be paid through 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 Date of  Termination
occurs.  Such  determination and payment,  if any, will be made at the same time
that bonus  consideration  and payments for other senior executives for the same
performance  period  are  made;  Benefits  - The  Executive  shall be paid or be
provided  such other  benefits for which the Executive may otherwise be eligible
under the terms of any employee benefit, incentive, option, stock award or other
plans  or  programs  of the  Company  in which he may be,  or may have  been,  a
participant  and any  accrued  but  unpaid  Paid  Time Off  through  the Date of
Termination.

     Termination  for Cause.  In the event the Executive is terminated for Cause
while actively employed, 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 may have  been,  a  participant  and  shall be paid any  balance  of the
Executive's  unpaid Base Salary and any Paid Time Off for the period through the
Date of Termination. ----------------------

     Voluntary  Termination.  In the event the Executive voluntarily  terminates
his employment while actively employed or during Post Employment (other than for
Good Reason following a Change in Control),  the Company shall pay or provide to
the Executive  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 may have been, a participant  and
shall be paid any balance of the Executive's  unpaid Base Salary and any accrued
but unpaid Paid Time Off through the Date of Termination.

     Involuntary Termination.  In the event the Executive's active employment is
involuntarily  terminated by the Company  (other than for Cause or within twelve
months  following a Change in Control),  the Company shall pay or provide to the
Executive during the Executive's  post-employment  but subject to the provisions
of Section 19 hereof: Severance Pay - The Executive shall continue,  during Post
Employment, to receive Base Salary for the remainder of the unexpired Term or 12
months  after  the  Date  of  Termination,  whichever  is  greater,  payable  in
installments on the Company's normal payroll dates;  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, but such prorated portion shall be not be
based on an  amount  less  than any bonus  paid to the  Executive  for the prior
fiscal year. Such  determination  and payment will be made at the same time that
bonus  consideration  and payments,  if any, for other senior executives for the
same  performance  period  are  made;  Medical  & Dental - The  Executive  shall
continue to receive coverage at a rate equal to that charged to active employees
for the longer of the  remainder  of the  unexpired  Term or 12 months after the
Date of Termination,  but all other welfare benefits (including Life, Disability
and  Workers'  Compensation)  shall  cease  as of the Date of  Termination;  Car
Allowance - The Executive shall continue,  during Post Employment,  to receive a
car allowance  for the  remainder of the unexpired  Term or eighteen (12) months
after the Date of  Termination,  whichever  is  greater.  The amount of such car
allowance  shall  equal the amount,  if any,  being  received  by the  Executive
immediately  prior  to  the  Date  of  Termination;  Long-Term  Incentive  - The
Executive  shall continue during Post Employment to vest for the 12 month period
following  the  Executive's  Date of  Termination;  401(k)  Profit  Sharing  and
Supplemental Benefits - The Executive shall continue to be treated,  during Post
Employment, as a participant in all such plans in which the Executive shall have
been a participant  immediately prior to the Date of Termination,  based on then
applicable and corresponding elections and contribution rates, for the remainder
of the unexpired Term or 12 months after the Date of  Termination,  whichever is
greater.  If such amounts cannot be paid to the plans, the tax-adjuste value the
Executive  would  have  received  shall be  determined  and paid by the  Company
(outside  of  the  plans);   Deferred   Compensation   Plan  -  The  Executive's
participation  shall cease as of the Date of  Termination  and the Executive may
change  the  Executive's  payment  election  under  the  terms of such  Deferred
Compensation  Plan as of the Date of  Termination;  and Benefits - The Executive
shall be paid or be provided  such other  benefits  for which the  Executive  is
otherwise eligible, if any, under the terms of any employee benefit,  incentive,
option,  stock  award or other  plans or programs of the Company in which he may
be, or may have been,  a  participant  and any  accrued but unpaid Paid Time Off
through the Date of Termination.

     Change in  Control.  In the  event the  Executive's  active  employment  is
terminated by the Company other than for Cause following a Change in Control, or
in the  event  Executive  terminates  his  active  employment  for  Good  Reason
following a Change in Control, the Company shall pay or provide to the Executive
during the Executive's Post Employment, but subject to the provisions of Section
19 hereof:  -----------------  Severance  Pay - The  Executive  shall  continue,
during  Post  Employment,  to  receive  Base  Salary  for the  remainder  of the
unexpired Term or eighteen (18) months after the Date of Termination,  whichever
is greater, payable in installments on the Company's normal payroll dates; Bonus
- The  Executive  shall  receive a full year  annual  performance  bonus for the
calendar year in which severance  occurs equal to the latest  performance  bonus
paid or the average of last 2 performance  bonuses  paid,  whichever is greater.
Such payment will be made at the same time that bonus consideration and payments
for other  senior  executives  for the same  performance  period  are made;  Car
Allowance - The Executive shall continue,  during Post Employment,  to receive a
car allowance  for the  remainder of the unexpired  Term or eighteen (18) months
after the Date of  Termination,  whichever  is  greater.  The amount of such car
allowance  shall  equal the amount,  if any,  being  received  by the  Executive
immediately  prior to the Date of Termination;  Medical & Dental - The Executive
shall continue,  during Post Employment,  to receive coverage at a rate equal to
that  charged  to  active  employees  for the  longer  of the  remainder  of the
unexpired  Term or eighteen (18) months after the Date of  Termination,  but all
other welfare benefits  (including Life,  Disability and Workers'  Compensation)
shall  cease  as  of  the  Date  of  Termination;   401(k)  Profit  Sharing  and
Supplemental Benefits - The Executive shall continue, during Post Employment, to
be treated as a participant in all such plans in which the Executive  shall have
been a participant  immediately prior to the Date of Termination,  based on then
applicable and corresponding elections and contribution rates, for the remainder
of the unexpired Term or 18 months after the Date of  Termination,  whichever is
greater. 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);   Deferred   Compensation   Plan  -  The  Executive's
participation  shall cease as of the Date of  Termination  and the Executive may
change  the  Executive's  payment  election  under  the  terms of such  Deferred
Compensation Plan as of the Date of Termination;  and Long Term Incentives - All
awards made to the Executive under  long-term  incentive plans or programs shall
immediately  vest  and  be  payable,  and  all  plan  and  program  restrictions
inconsistent with such immediate vesting and payment shall lapse; and Benefits -
The  Executive  shall be paid or be provided  such other  benefits for which the
Executive  is  otherwise  eligible,  if any,  under  the  terms of any  employee
benefit,  incentive,  option,  stock  award or other  plans or  programs  of the
Company in which he may be, or may have been,  a  participant  and any Paid Time
Off.

     REDUCTION OF PAYMENT. Notwithstanding any other provision of this Agreement
or of any other agreement,  understanding or compensation plan,  Executive shall
not be entitled to receive any payment which,  taking into account all payments,
rights and benefits,  would be deemed to be an "excess parachute  payment" under
Section 280G (of the Internal Revenue Code of 1986, as amended),  and the amount
of each  payment  shall be reduced to the extent  necessary  to ensure  that the
Executive  receives  no  "parachute  payment"  in  connection  with a Change  of
Control;  provided  that  no such  reduction  shall  occur  to the  extent  that
Executive  shall have elected to defer receipt of payments beyond the end of the
Post  Employment  and such deferral  shall have resulted in the present value of
such payment not constituting an "excess parachute  payment".  Any such election
by  Executive,  to be effective for purposes of this  Agreement:  (a) must be in
irrevocable  when made,  (b) must be made in a writing  delivered to the Company
prior to the occurrence of a Change of Control,  (c) must be for a period not be
exceed five years after the date on which Executive's  period of Post Employment
would  otherwise end, and (d) must be concurred in by the Company,  on the basis
of the advice of its tax  advisors,  as being both  necessary  and  effective to
reduce the extent to which  payments to be made  hereunder  will  constitute  an
"excess  parachute  payment".  If, at any future date  following the making of a
payment  hereunder,  it shall have been  determined by the IRS that such payment
was in excess of the limits set forth in Section 280G, and such excess shall not
have been caused by a voluntary  action of the  Executive  not  required by this
Agreement, then the Executive shall be entitled to receive from the Company, and
the Company shall pay to Executive  promptly upon notification to the Company of
such determination,  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 and
including  any  applicable  Excise Tax) imposed  upon the Excise Tax  Adjustment
Payment.  PROTECTION OF THE COMPANY'S  BUSINESS;  CONFIDENTIAL  INFORMATION  AND
TRADE  SECRETS;  NON-SOLICITATION;  AND  NON-COMPETE.  This Section 9 sets forth
rights of the  Company  and  obligations  of the  Executive  which are  mutually
acknowledged  to be for the  protection  of the Company and its  successors  and
assigns and to be reasonable in scope and duration.  Executive acknowledges that
the  provisions  of this  Section  9 are not  intended  to and will not have the
effect of preventing  Executive  from earning a living.  The  provisions of this
Section  9 shall  be  enforceable  strictly  in  accordance  with  their  terms,
notwithstanding any termination of this agreement,  whether by the Company or by
the  Executive  and  whether  during the period of active  employment  or during
post-employment.

   (a)  Confidential  Information;  Trade  Secrets.  During  Executive's  active
employment  with the Company,  and thereafter for the longer of 18 months or the
remainder of the unexpired Term, the Executive shall not (1) disclose,  directly
or indirectly,  any Confidential Information to anyone outside of the Company or
to any employees of the Company not  authorized to receive such  information  or
(2) use any Confidential  Information  other than as may be necessary to perform
the Executive's duties at the Company.  In no event shall the Executive disclose
any  Confidential  Information to, or use any  Confidential  Information for the
benefit of, any current or future competitor, supplier or client of the Company,
whether on behalf of Executive,  any subsequent employer, or any other person or
entity. The Executive is not, however, prohibited from using the general skills,
knowledge  and  experience  that the  Executive  has learned or developed in his
position or positions with the Company or with others.

     The  Executive  agrees  that  his  position  with  the  Company  creates  a
relationship   of  high  trust  and  confidence  with  respect  to  Confidential
Information owned or used by the Company,  and its clients or suppliers that may
be learned or  developed by him while  employed by the Company.  For purposes of
this Agreement,  the term  "Confidential  Information"  includes all information
that the Company desires to protect and keep confidential or that the Company is
obligated to third  parties to keep  confidential,  including but not limited to
"Trade  Secrets" to the full extent of the  definition  of that term under state
law. It does not include  "general  skills,  knowledge and  experience" as those
terms are defined under applicable state law. Confidential Information includes,
but is not limited to:  product  information  and  designs,  computer  programs,
unpatented   inventions,   discoveries  or   improvements;   marketing,   sales,
organizational,  financial, operating, research, development and business plans;
company policies and manuals; sales forecasts;  personnel information (including
the  identity  of the Company  employees,  their  responsibilities,  competence,
abilities and compensation);  medical  information about employees;  information
relating to the Company's  agents and brokers;  pricing and nonpublic  financial
information;  current and prospective client lists and information on clients or
their  employees;  information  concerning  planned or pending  acquisitions  or
divestitures;  and  information  concerning  purchases  of  major  equipment  or
property.

     Non-Solicitation.  During the Executive's active employment, and thereafter
for the  longer  of 18  months  or the  remainder  of the  unexpired  Term,  the
Executive shall not directly or indirectly solicit any customer or client of the
Company or any person or entity who is a prospect  of the Company on the Date of
Termination  or induce or  encourage  any  employee of the Company to  terminate
employment  with the  Company  or to  accept  employment  with  any  competitor,
supplier, agent or broker of the Company, nor shall the Executive cooperate with
any others in doing or  attempting to do any of the  foregoing.  As used herein,
the term  "solicit,  induce or encourage"  includes,  but is not limited to, the
Executive's  (i)  initiating  communications  with any  employee  of the Company
relating to possible  employment or independent  contractor  relationship,  (ii)
offering bonuses or additional compensation to encourage the Company's employees
to terminate  their  employment  with the Company and accept  employment  with a
competitor, supplier, client, agent or broker of the Company, or (iii) referring
the  Company's  employees  to  personnel  or  agents  employed  by  competitors,
suppliers,   clients,   agents  or  brokers  of  the  Company  (iv)   initiating
communications  with or  offering  inducements  to any  customer  or client  (or
prospect) of the Company for the purpose of inducing  such customer or client to
transact business with a competitor of the Company.

     Non-Compete.  Until  the __  month  after  the  Date  of  Termination,  and
thereafter  during Post  Employment  and while  Executive is entitled to receive
payments  pursuant  to this  Agreement,  the  Executive  shall not,  directly or
indirectly,  as  principal,  agent,  contractor,  employee,  employer,  partner,
shareholder  (other  than  solely  as an owner  of 2% or less of the  stock of a
public corporation) or in any other capacity engage in or perform any managerial
or executive services for any corporation,  partnership, individual or entity, a
primary  business of which is competitive  with the Company in any of the places
where the Company is doing business in the United States,  Canada,  Puerto Rico,
or Virgin Islands (the "Territory"). Notwithstanding the foregoing provisions of
this  subparagraph,  the Executive may accept employment with a person or entity
whose business is diversified and includes a line of business  competitive  with
the  Company;  provided  that,  prior to such  employment,  the Company is given
reasonable  assurance  in writing  that the  Executive  shall not,  during  such
restricted  period,  render  managerial  or  executive  services,   directly  or
indirectly, specifically for any line of business of such person or entity which
is competitive with the Company.  The Executive  understands and agrees that the
Company  has sales and  operations  facilities  throughout  the  Territory  and,
therefore,  to provide the Company with reasonable  protection,  the Executive's
obligations under this subparagraph shall extend throughout the Territory.

     Returnof  Property.  Immediately  upon the  termination of the  Executive's
employment  with the Company  and at any time upon the  Company's  request,  the
Executive  shall  deliver  to  the  Company  all  the  Company  property  in the
Executive's  possession,   custody  or  control  including  notebooks,  reports,
manuals,  programming  data,  listings  and  materials,  engineering  or  patent
drawings,  patent  applications,  any other documents,  files or materials which
contain,  mention  or relate to  Confidential  Information,  and all  copies and
summaries of such  materials  whether in written,  mechanical,  electromagnetic,
analog, digital or any other format or medium.

     Consent to Modifications  by the Court. It is the express  intention of the
parties to this  Agreement  that,  if it should  appear that any of the terms or
covenants  of this  section  are in conflict  with any rule of law or  statutory
provision  of the State of  Connecticut  or any other  jurisdiction  where  this
Agreement is being enforced,  which conflict would ordinarily  render such terms
or covenants  inoperative or null and void, the parties  request that the Courts
of such state  modify any such term or  covenant  so that the  intention  of the
parties hereto is carried out to as great a degree and extent as the Court deems
reasonable  in order to  conform  with  any rule of law or  statutory  provision
regarding  restrictive  covenants of the State of  Connecticut  or of such other
jurisdiction.  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  entity or the entity to which such
assets  shall  be  transferred.  The  Company's  successor,  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),  assumes and agrees to perform this  Agreement in
the same  manner and to the same  extent as the  Company  would be  required  to
perform 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 the Company's business or assets.


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ARBITRATION; JURY WAIVER.
   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  administered by the American Arbitration  Association in accordance
with its  Commercial  Arbitration  Rules 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. The decision of the arbitrators shall be final and binding on the 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 and the third  arbitrator to be selected by the two arbitrators so
chosen. The arbitration shall be conducted in Farmington, Connecticut or at such
other location as agreed by the parties.  All decisions and awards shall be made
by a majority of the arbitrators.  Each party shall pay the fees and expenses of
that  party's  arbitrator  and any  representatives,  witnesses  and  all  other
expenses related to the presentation of that party's case. The cost of the third
arbitrator,  the record or any  transcripts,  any  administrative  fees, and all
other fees and costs shall be borne equally by the parties.

   By agreeing to arbitration under this Section,  the Company and the Executive
understand  that  they are each  waiving  any  right to a trial by jury and each
party makes that waiver knowingly and voluntarily with full consideration of the
ramifications of such waiver.

     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  obligations  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  the  Executive  and  the  Board  that  expressly  references  this
Agreement.


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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
hand delivery or by addressing same to the other party as follows:

                            if to the Executive, to:

                                 ==============
                                 --------------


                             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 prepaid, 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  that  expressly
reference this  Agreement and signed by the Executive and the Board.  The waiver
by either party of any breach by the other party,  or of  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.  The  parties  agree  that
Connecticut, as the place of contracting and where the Company has its principal
place of business,  has a substantial  relationship to this Agreement and so the
parties agree that this Agreement  shall be governed by the laws of the State of
Connecticut,  without  reference  to any  conflict  of law rules.  SURVIVAL  AND
CONTINUATION  OF  AGREEMENT  PROVISIONS.  The  termination  of  the  Executive's
employment  for any  reason  whatsoever  shall not  operate  to  terminate  this
Agreement or otherwise  adversely  affect the respective  continuing  rights and
obligations  of the parties,  including  those under Sections 4(c), 7, 8, 9, 10,
11, 14 and 19 of this  Agreement,  all of which shall survive the effective date
of such termination of employment in accordance with their respective terms.

RIGHT TO INJUNCTIVE AND OTHER RELIEF; CONSENT TO JURISDICTION.

     The Executive  acknowledges that the Company will suffer  irreparable harm,
not readily  susceptible  of valuation  in monetary  damages,  if the  Executive
breaches any of his obligations in Section 9 of this Agreement. Accordingly, the
Executive agrees that the Company shall be entitled to injunctive relief against
any breach or prospective  breach by the Executive of his obligations in Section
9 in any federal or state court of  competent  jurisdiction,  and the  Executive
hereby  submits to the  jurisdiction  of any such  federal or state court in the
State of Connecticut  for the purposes of any actions or proceedings  instituted
by the  Company  to obtain  such  injunctive  relief.  Nothing  herein  shall be
construed as prohibiting the Company from pursuing any other remedies  available
to the Company for such breach or threatened  breach,  including the recovery of
damages from the Executive,

     In addition to the rights set forth in subsection  (a), above, if Executive
breaches any of his obligations under Section 9 the Company shall be entitled to
cease making further payments to Executive  pursuant to clauses (i) through (iv)
of Section 7 (e) or 7 (f), as the case may be, as well as pursuant to clause (v)
of Section 7 (e); and to terminate  Executive's  rights of  participation  under
clause (v) of Section 7 (e) or clause (vii) of Section 7(f), as the case may be,

     This  section  shall  survive  the  termination  of the  Executives  Active
Employment  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 may select (and change, to
the extent permitted under any applicable law) a beneficiary or beneficiaries to
receive any  compensation or benefit payable under this Agreement  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
named beneficiary,  estate or other legal  representative.  ACTION OF 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 may be reasonably determined by the Company to be required.

                  IN  WITNESS  WHEREOF,  the  Company  and  the  Executive  have
executed this Agreement as of the date set forth above.


                            ORION CAPITAL CORPORATION


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

                                    EXECUTIVE


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







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