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                               DISSENTERS' RIGHTS

                  The following is a summary of Article 113 of the Colorado
Business Corporation Act (the "CBCA") and the procedures for Guaranty National
Corporation ("Guaranty") shareholders dissenting from and exercising dissenters'
rights with respect to the merger of Guaranty into a subsidiary of Orion Capital
Corporation (the "Merger") as contemplated in the Merger Agreement between
Guaranty and Orion Capital Corporation (the "Merger Agreement"). This summary is
qualified in its entirety by reference to Article 113 of the CBCA. FAILURE
STRICTLY TO COMPLY WITH THE PROCEDURES SET FORTH IN ARTICLE 113 OF THE CBCA WILL
RESULT IN THE LOSS OF DISSENTERS' RIGHTS.

                               DISSENTERS' RIGHTS

                  Under Article 113 of the CBCA ("Article 113"), if the Merger
is consummated, holders of shares of Guaranty common stock, par value $1.00 per
share (the "Shares"), who exercise their dissenters' rights in accordance with
Article 113 will be entitled to have the "fair value" of their Shares paid to
them in cash by complying with the provisions of Article 113. The term "fair
value" is defined in Article 113 to mean the value of the Shares immediately
before the Effective Date (as defined below), excluding any appreciation or
depreciation in anticipation of the Merger except to the extent that exclusion
would be inequitable. Reference herein to "dissenters' rights" is a general
reference to a shareholder's right to dissent to the Merger and obtain payment
for the shareholder's Shares in accordance with Article 113.

                                 WHO MAY DISSENT

                  Each shareholder of Guaranty Common Stock may dissent to the
Merger and obtain payment of the fair value of the shareholder's Shares by
following the procedures provided in Article 113 and summarized herein. The
rights of the shareholder may differ depending on whether the shareholder is a
shareholder of record holding Shares for two or more beneficial shareholders or
the shareholder is a beneficial shareholder whose Shares are held of record by
one or more record shareholders, as follows:

                  (a) A record shareholder may assert dissenters rights as to
fewer than all the Shares registered in the record shareholder's name only if
the record shareholder dissents with respect to all Shares beneficially owned by
any one person and causes Guaranty to receive written notice which states (1)
such dissent and (2) the name, address, and federal taxpayer identification
number, if any, of each person on whose behalf the record shareholder asserts
dissenters' rights.

                  (b) A beneficial shareholder may assert dissenters' rights as
to the Shares held on the beneficial shareholder's behalf only if (1) the
beneficial shareholder causes Guaranty to receive the record shareholder's
written consent to the dissent not later than the time the beneficial
shareholder asserts dissenters' rights, and (2) the beneficial shareholder
dissents with respect to all Shares beneficially owned by the beneficial
shareholder.
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                  Guaranty may require that, when a record shareholder dissents
with respect to the Shares held by any one or more beneficial shareholders, each
such beneficial shareholder must certify to Guaranty that the beneficial
shareholder and the record shareholder or record shareholders of all Shares
owned beneficially by the beneficial shareholder have asserted, or will timely
assert, dissenters' rights as to all such Shares as to which there is no
limitation on the ability to exercise dissenters' rights. Any such requirement
will be stated in the "Dissenters' Notice" that is referred to below.

             NOTICE REQUIRED TO BE GIVEN BY GUARANTY TO SHAREHOLDERS

                  Guaranty will give a written dissenters' notice (the
"Dissenters' Notice") to each shareholder who is entitled to demand payment for
Shares under Article 113. The Dissenters' Notice may be given before the
effective date of the Merger (the "Effective Date") and will in any event be
given no later than ten days after the Effective Date. The Dissenters' Notice
will (a) state that the Merger Agreement was approved and state the Effective
Date or the proposed Effective Date of the Merger; (b) state an address at which
Guaranty will receive a Payment Demand (as defined below) and the address of a
place where certificates for certificated Shares must be deposited; (c) inform
holders of uncertificated Shares to what extent transfer of the Shares will be
restricted after the payment demand is received; (d) supply a Payment Demand
form for demanding payment for shares, which form will request the shareholder
to state an address to which payment is to be made; (e) set the date (the
"Payment Demand Date") by which Guaranty must receive the Payment Demand and
certificates for Shares, which Payment Demand Date will not be less than thirty
days after the date the Dissenters' Notice is given; (f) if Guaranty has chosen
to impose such a requirement, state that, when a record shareholder dissents
with respect to the Shares held by any one or more beneficial shareholders, each
shareholder, and the record shareholder or record shareholders of all Shares
owned beneficially by the beneficial shareholder, have asserted, or will timely
assert, dissenters' rights as to all such Shares as to which there is no
limitation on the ability to exercise dissenters' rights; and (g) be accompanied
by a copy of Article 113.

                    DISSENTER'S PROCEDURES TO DEMAND PAYMENT

                  If the shareholder wishes to assert the shareholder's
dissenters, rights (such a person being referred to in this summary as a
"Dissenter"), the Dissenter must (a) cause Guaranty to receive a payment demand
(the "Payment Demand") which may, but need not, be on the Payment Demand form
provided by Guaranty with the Dissenter's Notice), duly completed, and (b)
deposit the Dissenter's certificates for Shares. A Dissenter will have all
rights of a shareholder, except the right to transfer the Shares, until the
Effective Date but will have, after the Effective Date, only the right to
receive payment of the Shares as to which payment has been demanded.

                  The Payment Demand and deposit of certificates by a Dissenter
will be irrevocable unless (1) the Effective Date has not occurred within sixty
days after the Payment Demand Date, or (2) Guaranty fails to make payment to the
Dissenter, within sixty days after the Payment Demand Date, of the amount
Guaranty estimates to be the fair value of the Dissenter's


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shares, plus accrued interest. If the Effective Date of the Merger is more than
sixty days after the Payment Demand Date, then Guaranty will be required to send
a new Dissenters' Notice and the provisions summarized above will again be
applicable.

                  If a Dissenter fails to demand payment and deposit
certificates representing the Shares as to which dissent is made, as required by
the Dissenters' Notice, by the Payment Demand Date, the Dissenter will not be
entitled to payment for the Shares under Article 113 and will receive the Merger
consideration as if the Dissenter has not exercised any dissenters' rights.

                               PAYMENT FOR SHARES

                  Upon the Effective Date, or upon receipt of a Payment Demand
given in accordance with the provisions of Article 113, whichever is later,
Guaranty will pay each Dissenter who has complied with the requirements for
demanding payment stated in Article 113, at the address stated the a Payment
Demand, or, if no such address is stated in the Payment Demand, at the address
shown on Guaranty's current record of shareholders for the record shareholder
holding the Dissenter's Shares, the amount Guaranty estimates to be the fair
value of the Dissenter's Shares, plus accrued interest. The payment will be
accompanied by: (a) Guaranty's balance sheet, statement of changes in
shareholders' equity, statement of cash flow and other financial statements
complying with the requirements of Section 7-113-206(2)(a); (b) a statement of
Guaranty's estimate of the fair value of the shares; (c) an explanation of how
the interest was calculated; (d) a statement of the Dissenter's right to demand
payment in accordance with the provisions of Article 113 regarding the
Dissenter's Responsive Notice summarized below; and (e) a copy of Article 113.

                            FAILURE TO EFFECT MERGER

                  If the Effective Date does not occur within sixty days after
the Payment Demand Date, Guaranty will return the deposited certificates. If the
Effective Date occurs more than sixty days after Payment Demand Date, then
Guaranty shall send a new Dissenters' Notice, as provided in Section 7-113-203,
and the appropriate provisions of Article 113 shall again be applicable.

             SHARES ACQUIRED AFTER ANNOUNCEMENT OF MERGER AGREEMENT

                  Guaranty may, in or with the Dissenters' Notice, state the
date of the first announcement to news media or to shareholders of the terms of
the Merger Agreement (the "Announcement Date") and state that the Dissenter must
certify in writing, in or with the Payment Demand, whether or not the Dissenter
(or the person on whose behalf the Dissenter asserts dissenters' rights)
acquired beneficial ownership of the Shares before the Announcement Date. With
respect to any Dissenter who does not so certify in writing, in or with the
Payment Demand, that the Dissenter or the person on whose behalf the Dissenter
asserts dissenters' rights acquired beneficial ownership of the Shares before
the Announcement Date, Guaranty may, in lieu of making payment for the Shares,
offer to make such payment if the Dissenter agrees to accept the payment in full
satisfaction of the demand. Any such offer will include: (a) Guaranty's balance
sheet, statement of changes in shareholders' equity, statement of cash flow


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and other financial statements complying with the requirements of Section
7-133-206(2)(a); (b) a statement of Guaranty's estimate of the fair value of the
Shares; (c) an explanation of how the interest was calculated; (d) a statement
of the Dissenter's right to demand payment in accordance with the provisions of
Article 113 regarding the Dissenter's Responsive Notice summarized below; and
(e) a copy of Article 113.

                PROCEDURE FOR DISSENTER TO FOLLOW IF DISSENTER IS
              DISSATISFIED WITH PAYMENT MADE OR OFFERED BY GUARANTY

                  A Dissenter may give notice (the "Dissenter's Responsive
Notice") to Guaranty in writing of the Dissenter's estimate of the fair value of
the Dissenter's Shares and of the amount of interest due and may demand payment
of such estimate (less any payment made by Guaranty as contemplated above) or
may reject Guaranty's offer made as contemplated above with respect to Shares
acquired after the Announcement Date and may demand payment of the fair value of
the Shares and interest due, if: (a) the Dissenter believes that the amount paid
or offered by Guaranty, as the case may be, is less than the fair value of the
Shares or that the interest due was incorrectly calculated; (b) Guaranty fails
to make payment within sixty days after the Payment Demand Date, or (c) Guaranty
does not return the deposited certificates or release the transfer restrictions
imposed on uncertificated Shares as required if the Effective Date has not
occurred within sixty days after the Payment Demand Date. A Dissenter waives the
right to demand payment as outlined above unless the Dissenter causes Guaranty
to receive the Dissenter's Responsive Notice within thirty days after Guaranty
made or offered payment for the Dissenter's Shares.

                           COURT ACTION FOR APPRAISAL

                  If the Dissenter's demand for payment pursuant to the
Dissenter's Responsive Notice remains unresolved, Guaranty may, within sixty
days after receiving the Dissenter's Responsive Notice, commence a proceeding
and petition the district court of Arapahoe County, Colorado to determine the
fair value of the Dissenter's Shares and accrued interest. If the Dissenter's
demand for payment remains unresolved within that sixty day period and Guaranty
does not commence the proceeding within that period, Guaranty must pay to the
Dissenter the amount demanded in the Dissenter's Responsive Notice.

                  Guaranty shall make all Dissenters whose demands remain thus
unresolved parties to the proceeding as in an action against their Shares, and
all parties shall be served with a copy of the petition in the manner provided
in Article 113. The court may appoint one or more persons as appraisers to
receive evidence and recommend a decision on the question of fair value. The
appraisers have the powers described in the order appointing them, or in any
amendment to such order. The parties to the proceeding are entitled to the same
discovery rights as parties in other civil proceedings. Each Dissenter made a
party to the proceeding will be entitled to judgment for the amount if any, by
which the court finds the fair value of the Dissenter's Shares, plus interest,
exceeds the amount paid by Guaranty, or for the fair value, plus interest, of
the Dissenter's Shares for which Guaranty elected to withhold payment under the
provisions outlined above.



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                  The court will determine all costs of the proceeding,
including the reasonable compensation and expenses of appraisers appointed by
the court, and will assess the costs against Guaranty; except that the court may
assess costs against all or some of the Dissenters, in amounts the court finds
equitable, to the extent the court finds the Dissenters acted arbitrarily,
vexatiously, or not in good faith in demanding payment. The court may also
assess the fees and expenses of counsel and experts for the respective parties,
in amounts the court finds equitable, (a) against Guaranty and in favor of any
Dissenters if the court finds Guaranty did not substantially comply with the
requirements of part 2 of Article 113; or (b) against either Guaranty or one or
more Dissenters, in favor of any other party, if the court finds that the party
against whom the fees and expenses are assessed acted arbitrarily, vexatiously,
or not in good faith with respect to the rights provided in Article 113. If the
court finds that the services of counsel for any Dissenter were of substantial
benefit to other Dissenters similarly situated, and that the fees for those
services should not be assessed against Guaranty, the court may award to said
counsel reasonable fees to be paid out of the amounts awarded to the Dissenters
who were benefited.

                  THE ABOVE IS MERELY A SUMMARY OF ARTICLE 113 OF THE CBCA. THIS
SUMMARY IS QUALIFIED BY REFERENCE TO SUCH ARTICLE. GUARANTY SHAREHOLDERS
DESIRING TO EXERCISE DISSENTERS' RIGHTS SHOULD CONSULT COUNSEL SINCE FAILURE TO
COMPLY STRICTLY WITH THE PROVISIONS OF THE STATUTE WILL RESULT IN THE LOSS OF
DISSENTERS' RIGHTS.

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