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NOTICE OF GUARANTEED DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
TO
TENDER SHARES OF COMMON STOCK
(INCLUDING ANY ASSOCIATED STOCK PURCHASE RIGHTS)
OF
GUARANTY NATIONAL CORPORATION
As set forth in Section 3 of the Offer to Purchase described below, this
form or one substantially equivalent hereto must be used to accept the Offer (as
defined below) if certificates for Shares are not immediately available or if
the procedure for book-entry transfer cannot be completed on a timely basis or
time will not permit all required documents to reach the Depositary prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) of the Offer.
Such form may be delivered by hand or sent by telegram, facsimile transmission
or mail to the Depositary.
THE DEPOSITARY FOR THE OFFER IS
STATE STREET BANK AND TRUST COMPANY
By Mail: By Overnight Courier: By Hand:
State Street Bank and Trust State Street Bank and Trust Securities Transfer and
Company Company Reporting Services, Inc.
Corporate Reorganization Corporate Reorganization Corporate Reorganization
P. O. Box 9061 70 Campanelli Drive 1 Exchange Plaza
Boston, MA 02205-8686 Braintree, MA 02184 55 Broadway, 3rd Floor
New York, NY 10006
Facsimile Transmission Copy Number:
(617) 794-6333
Confirm by facsimile to:
(617) 794-6388
Shareholder Inquiries: 1-800-426-5523
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF THIS INSTRUMENT VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature of a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tenders to Orion Capital Corporation, a Delaware
corporation, contingent upon the terms and subject to the conditions set forth
in the Offer to Purchase dated November 5, 1997 and the related Letter of
Transmittal (which, as amended from time to time, together constitute the
"Offer"), receipt of which is hereby acknowledged, the number of shares set
forth below of Common Stock, $1.00 par value per share (the "Shares"), of
Guaranty National Corporation (the "Company"), a Colorado corporation, pursuant
to the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase. All references to Shares include the Rights and all benefits which may
inure to stockholders of Guaranty pursuant to the Rights Agreement referred to
in the Offer to Purchase dated November 5, 1997.
Number of Shares:
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Signature(s)
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Name(s)
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- -----------------------------------------
Certificate Nos. (If Available)
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Address
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Area Code and Tel. No.
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[ ] (Check one if Shares will be
tendered by book-entry transfer)
[ ] The Depository Trust Company
[ ] The Philadelphia Depository Trust Company
Account Number
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Dated , 1997
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NOTE: REVERSE SIDE MUST BE COMPLETED
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GUARANTEE
The undersigned, a member of a registered national securities exchange or
of the National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office or correspondent in the United States guarantees
delivery to the Depositary of certificates for Shares tendered hereby, in proper
form for transfer, or delivery of Shares pursuant to the procedure for
book-entry transfer at The Depository Trust Company or The Philadelphia
Depository Trust Company, in either case with delivery of a properly completed
and duly executed Letter of Transmittal (or facsimile thereof), with any
required signature guarantees or an Agent's Message (as defined in the Offer to
Purchase) and any other required documents, all within three New York Stock
Exchange, Inc. trading days after the date hereof.
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Name of Firm/Participant Number
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Address
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Zip Code
Area Code and Tel. No.
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Authorized Signature
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Title
Name
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(Please Type or Print)
Dated , 1997
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The Eligible Institution which completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
NOTE: DO NOT SEND STOCK CERTIFICATES WITH THIS FORM