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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

Schedule 13E-3

Rule 13e-3 Transaction Statement

(Pursuant to Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 (Section
240.13e-3) thereunder)

Guaranty National Corporation
(Name of the Issuer)

Orion Capital Corporation and Guaranty National Corporation
(Name of Persons Filing Statement)

Common Stock, par value $1.00 Per Share
(Title of Class of Securities)

401192109
(CUSIP Number of Class of Securities)

Michael P. Maloney, Esq. Michael L. Pautler
Orion Capital Corporation Guaranty National Corporation
9 Farm Springs Road 9800 South Meridian Boulevard
Farmington, Connecticut 06032 Englewood, Colorado 80112
(860) 674-6600 (303) 754-8400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Person(s) Filing
Statement)

Copy to:

John J. McCann, Esq. Hardin Holmes, Esq.
Donovan Leisure Newton & Irvine Ireland, Stapleton, Pryor & Pascoe, P.C.
30 Rockefeller Plaza 1675 Broadway, 26th Floor
New York, New York 10112 Denver, Colorado 80202
(212) 632-3000 (303) 623-2700

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INTRODUCTION

This Amendment No. 1 to the Rule 13E-3 Transaction Statement
(the "Schedule 13E-3") of Orion Capital Corporation, a Delaware corporation
("Orion"), filed on November 5, 1997, amends and supplements the Schedule 13E-3
for the purposes of adding certain information and filing with the Securities
and Exchange Commission certain exhibits thereto and to join Guaranty National
Corporation ("Guaranty") as a signatory thereto.

The Schedule 13E-3 relates to the tender offer by Orion to purchase all
outstanding shares of common stock, par value $1.00 per share (including any
associated stock purchase rights) ("Shares"), of Guaranty for $36.00 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in Orion's Offer to Purchase dated November 5, 1997 and the related
Letter of Transmittal, which, together with any amendments or supplements
thereto, constitute the offer (the "Offer"). The Offer is being made pursuant
to the Agreement and Plan of Merger dated October 31, 1997 between Orion and
Guaranty, and which provides for the merger (the "Merger") of a wholly owned
subsidiary of Orion with and into Guaranty. If the Merger is consummated, each
Share outstanding immediately prior to the time when the Merger becomes
effective, other than Shares as to which dissenters' rights of appraisal have
been duly asserted and perfected under the Colorado Business Corporation Act
and Shares held by Orion, its wholly owned subsidiaries or Guaranty will be
converted into the right to receive $36.00 in cash per Share, without interest,
all as more fully described in the Offer to Purchase referred to herein.

This Amendment No. 1 to the Statement is being filed jointly
by Orion and Guaranty. By filing this Schedule 13E-3, neither of the joint
signatories concedes that Rule 13E-3 under the Securities Exchange Act of 1934,
as amended, is applicable to the Offer or the Merger or the other transactions
contemplated by the Agreement and Plan of Merger.

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This Statement amends Items 1-6, 8-12, 14, 15 and 17 of the
Schedule 13E-3 of Orion dated November 5, 1997 (the "Schedule 13E-3"). This
Statement is further amended to reflect the fact that it is being filed jointly
by Orion and Guaranty. Except as otherwise indicated herein, the Schedule 13E-3
remains unchanged in all respects.

The information in the Solicitation/Recommendation Statement
on Schedule 14D-9 dated November 5, 1997 of Guaranty (the "Schedule 14D-9") is
hereby expressly incorporated herein by Guaranty by reference, and the responses
to each item in this Statement are qualified in their entirety by the
information contained in the Schedule 14D-9.

Capitalized terms not otherwise defined herein are defined as
set forth in the Schedule 13E-3, Orion's Offer to Purchase, dated November 5,
1997, filed as Exhibit (d)(1) to the Schedule 13E-3 (the "Offer to Purchase"),
or the Schedule 14D-9, filed as Exhibit (d)(10) hereto, as the case may be.

ITEM 1. Issuer and Class of Security Subject to Transaction.

The following information is hereby added to Item 1(f) of the
Schedule 13E-3:

The range of prices paid by Design Professionals Insurance
Company for Shares between November, 1995 and March, 1996 was between $13.38 and
$14.00.

The information with respect to purchases of Shares by
Guaranty in the last two fiscal years set forth in "THE OFFER -- Section 5.
Price Range of Shares; Dividends" of the Offer to Purchase is hereby
incorporated by reference .

ITEM 2. Identity and Background.

The following information is hereby added to Item 2 of the
Schedule 13E-3:
(a)-(d) and (g). Guaranty is the issuer of the class of equity
securities which is the subject of the Rule 13e-3 transaction. The information
set forth in "THE OFFER -- Section 7. Certain Information Concerning Guaranty"
of the Offer to Purchase is incorporated herein by reference. The information
with respect to the directors and executive officers of Guaranty set forth in
Annex A hereto is incorporated herein by reference.

(e) and (f). During the last five years, neither Guaranty nor
to its best knowledge any of its executive officers and directors (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.

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ITEM 3. Past Contacts, Transactions or Negotiations.

The following information is hereby added to Item 3 of the
Schedule 13E-3:

(a)-(b). The information set forth under Items 3 and 4 of the
Schedule 14D-9 is incorporated herein by reference.

ITEM 4. Terms of the Transaction.

The following information is hereby added to Item 4 of the
Schedule 13E-3:

(a). All conditions to the Offer, other than receipt of
necessary governmental approvals, must be satisfied or waived prior to the
acceptance of Shares for payment pursuant to the terms of the Offer. When a
condition has not been satisfied the existence of which is to be determined in
the sole discretion of Orion, Orion will exercise its reasonable good-faith
judgment in determining whether the occurrence or non-occurrence of the event
giving rise to such condition makes it inadvisable to proceed with the Offer or
with acceptance for payment for the Shares.

References in "THE OFFER -- Section 10. Certain Conditions of
the Offer" of the Offer to Purchase to Orion's right to terminate, amend or
extend the Offer or to delay acceptance for payment or payment if all conditions
are not satisfied or waived should not be interpreted as reserving to Orion the
right to accept Shares and subsequently to invoke the existence of a condition
as a basis on which to withhold payment for and return of the Shares tendered
and accepted. The reservation by Orion of the right to delay payment for Shares
is subject to the provisions of applicable law under Rule 14e-1 promulgated
under the Exchange Act, which require that Orion pay the consideration offered
or return the Shares deposited by or on behalf of shareholders promptly after
termination or withdrawal of the Offer.

The information set forth under Item 2 of the Schedule 14D-9
is incorporated herein by reference.

(b). Except as disclosed in the Offer to Purchase or the
Schedule 14D-9, there are no terms or arrangements concerning the transactions
with respect to which the Schedule 13E-3 is filed relating to any securityholder
of Guaranty which is not identical to that relating to other holders of Tendered
Shares.

ITEM 5. Plans or Proposals of the Issuer or Affiliate.

The following information is hereby added to Item 5 of the
Schedule 13E-3:

(a)-(g). The information set forth under Item 7 of the
Schedule 14D-9 is incorporated herein by reference.

Item 4 is hereby supplemented as follows:

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Of the factors considered by the Special Committee, Guaranty
believes that those set forth in Item 4(b)(i) and (iv) on page 7 of the Schedule
14D-9 were the most important.

ITEM 6. Sources and Amounts of Funds or Other Consideration.

(b). The information set forth in Item 5 of the Schedule 14D-9
is hereby incorporated by reference. In addition to the expenses set forth
therein, Guaranty has incurred other expenses relating to the transactions
subject to the Schedule 13E-3 of approximately $100,000, including directors'
fees for meetings of the Special Committee, legal fees and miscellaneous
expenses.

ITEM 8. Fairness of the Transaction.

(a)-(b). The information set forth in Item 3 of the Schedule
14D-9 under "Background of the Offer; Appointment of the Special Committee" and
Item 4 of the Schedule 14D-9 is incorporated by reference.

ITEM 9. Reports, Opinions, Appraisals and Certain Negotiations.

(a)-(b). The following information is hereby added to Item 9
of the Schedule 13E-3:

The information set forth in Item 3 of the Schedule 14D-9 under
"Background of the Offer; Appointment of the Special Committee" and
Item 4 of the Schedule 14D-9 is incorporated herein by reference.

The information incorporated by reference from "SPECIAL FACTORS --
Background of the Transactions" and "-- Fairness of the Offer and the
Merger" in the Offer to Purchase is hereby supplemented as follows:

The "report" referred to in the last sentence of "SPECIAL FACTORS --
Fairness of the Offer and the Merger" of the Offer to Purchase
consisted of presentation materials which DLJ provided on September 12,
1997 to the Guaranty Board of Directors in connection with its
September 12 meeting, copies of which were also supplied to the Orion
Directors for their information, positing a transaction whereby Orion
would purchase the remaining 19% of Guaranty's outstanding shares for a
value of $30.25 per share comprised of $20.17 in cash and $10.08 in
Orion common stock (the "September Case"). These materials discussed
the benefits of consideration consisting of a combination of both stock
and cash, alternative options with respect to the equity component of
the Offer and stock performance data for Orion and Guaranty.

DLJ compared the September Case to selected publicly-announced merger
and acquisition transactions (the "Selected Acquisitions").

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The September Case ratio of equity purchase price to operating net
income of 16.9x compared to a low of 10.9x, a median of 12.2x and a
high of 28.6x for the Selected Acquisitions. The September Case offer
ratio of equity purchase price to general accepted accounting
principles ("GAAP") shareholders' equity of 1.91x compared to a low of
0.97x, a median of 1.60x and a high of 2.88x for the Selected
Acquisitions. The September Case ratio of total purchase price to
statutory accounting principles ("SAP") net operating income ("NOI") of
18.7x compared to a low of 10.2x, a median of 16.9x and a high of 24.2x
for the Selected Acquisitions. The September Case ratio of total
purchase price to SAP capital and surplus ("C&S") of 2.19x compared to
a low of 1.16x, a median of 2.59x and a high of 3.27x for the Selected
Acquisitions. These multiples included an average implied equity
valuation range with a low of $229.7 million, a median of $415.8
million, and a high of $700.2 million and an average implied price per
share range from $15.29 to $46.60. The median of the average implied
price per share of $27.67 was lower than the hypothetical $30.25 per
share offer.

DLJ also compared public valuations of selected non-standard personal
auto insurers ("the Selected Insurers"). These valuations indicated a
multiple range of 7.5x to 22.1x for 1997 estimated operating earnings
and a multiple of 6.6x to 19.3x for 1998 estimated operating earnings
and a multiple range of 1.43x to 3.99x for June 30, 1997 shareholders'
equity. These multiples indicated an implied equity valuation for
Guaranty from $256.7 million to $751.0 million based on 1997 projected
earnings and $258.2 million to $759.5 million based on 1998 projected
earnings and $338.9 million to $949.9 million based on June 30, 1997
shareholders' equity. These multiples indicated an implied estimated
price per share range for Guaranty of $17.12 to $50.07 with a median of
$30.02 based on 1997 projected earnings and $17.10 to $50.30 with a
median of $28.86 based on 1998 projected earnings and $22.54 to $63.16
with a median of $29.54 based on June 30, 1997 shareholders' equity.

In addition, DLJ compared selected ratios of Guaranty to ratios for the
Selected Insurers. The Guaranty ratio of price to latest twelve months
("LTM") price per share, price to 1997 estimated price per share, price
to 1998 estimated price per share, and price to book value per share of
16.1x, 12.7x, 11.1x and 1.83x, respectively, compared to a median of
15.2x, 13.2x, 11.1x and 1.84x, respectively, for the Selected Insurers.
The Guaranty ratio of total enterprise value to SAP NOI of 18.0x and
SAP C&S of 2.11x compared to a median of 27.5x and 3.20x, respectively,
for the Selected Insurers. The Guaranty projected return on equity of
14.4% compared to a low of 10.7%, a median of 16.1% and a high of 24.5%
for the Selected Insurers. The Guaranty projected earnings per share
growth of 15.0% compared to a low of 12.6%, a median of 14.8% and a
high of 27.7% for the Selected Insurers.

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In its discussion materials and presentation, DLJ set forth no
conclusions as to the fairness of any particular form of transaction or
the consideration to be paid to Guaranty shareholders.

The discussion materials did not address, and were not presented to the
Guaranty Board as an opinion regarding the fairness of the
consideration to be paid and received by the shareholders of Guaranty
in the proposed transactions and contained no recommendation with
respect thereto. No restrictions or limitations were imposed by the
Board on DLJ with respect to the preparation of the discussion
materials.

DLJ had earlier provided to the management of Orion, including Mr. W.
Marston Becker, Chairman of the Board and CEO, certain discussion
materials dated as of June 5, 1997, outlining alternatives for
effecting the purchase of the remaining outstanding shares of Guaranty
not owned directly or indirectly by Orion, including possible types of
transactions, the form of consideration to be paid and comparative time
schedules. In those materials, DLJ reviewed certain publicly available
financial, operating and stock market information for selected
transactions in the non-standard automobile insurance industry since
1990 and included an analysis of comparative prices paid in other
transactions. DLJ also performed a public market valuation analysis and
an analysis of the pro forma effect of the transaction on the
stockholders' equity of Orion. In July, 1997 DLJ provided Orion's
management, including Mr. W. Marston Becker, with discussion materials
on trends in the insurance industry, summarizing certain information
about insurance industry merger and acquisition activity and valuation
data, numbers of transactions, average transaction size, purchase
price/earnings data, and prices paid in selected major
property/casualty transactions. Neither the June nor July materials
were prepared for or presented to the Board of Directors of Orion.
These discussion materials were intended to focus management's
deliberations with respect to various techniques that could be utilized
to assist in determining the price and structure of a possible
transaction with Guaranty.

The information incorporated by reference from "THE OFFER -- Section
12. Fees and Expenses" of the Offer to Purchase is hereby supplemented
as follows:

Orion has retained DLJ pursuant to a letter agreement to act as its
financial advisor with respect to the contemplated acquisition of the
remaining outstanding shares of Guaranty not owned directly or
indirectly by Orion. DLJ is an internationally recognized investment
bank which is engaged in a wide range of investment banking activities
including, among other things, structuring of mergers and acquisitions,
public offerings, restructuring, leveraged buy-outs, negotiated
underwritings, secondary distributions of listed and unlisted
securities, private placements and valuations for estate, corporate and
other purposes. Orion engaged DLJ's services because of its reputation
as well as its familiarity with both Orion and Guaranty as a result of
its involvement in the 1996 Tender Offer

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by Orion for up to 4,600,000 Shares and its provision of other
investment banking services to Orion in the ordinary course of business
for which it received customary compensation.

(c) The reports referred to in Item 9(a)-(b), above shall be
made available for inspection and copying at the principal executive offices of
Orion and Guaranty, respectively, during their regular business hours by any
holder of Shares.

ITEM 10. Interests in Securities of the Issuer.

The following information is hereby added to Item 10 of the
Schedule 13E-3:

(a)-(b). The information set forth under Item 6 of the
Schedule 14D-9 is incorporated herein by reference.

The information incorporated by reference from Annex II of the
Offer to Purchase with respect to the securities ownership of the directors and
executive officers of Guaranty is supplemented, as follows:

(i) Roger B. Ware no longer owns unexercised options for
Shares and holds a total of 51,759 Shares which is approximately .3% of the
Shares outstanding.

(ii) Richard M. Beverage and Charles B. Ruzicka beneficially
own 7,784 Shares and 10,000 Shares, respectively (including Shares outstanding,
Shares subject to options exercisable within 60 days of October 31, 1997 and
restricted Shares), which for each individual equals less than .1% of Shares
outstanding.

(iii) Richard M. Beverage and Charles B. Ruzicka hold
unexercised options exercisable within 60 days of October 31, 1997 for 6,000 and
10,000 Shares, respectively.

(iv) Richard M. Beverage, Andrea L. Peck, Charles B. Ruzicka
and John W. Mahoney hold unexercised options not exercisable within 60 days of
October 31, 1997 for 7,218, 3,867, 13,902 and 10,000 Shares, respectively.

ITEM 11. Contracts, Arrangements or Understandings with Respect to the
Securities.

The following information is hereby added to Item 12 of the
Schedule 13E-3: The information set forth under Items 2 and 3(b) of the
Schedule 14D-9 is incorporated herein by reference.

ITEM 12. Present Intention and Recommendation of Certain Persons with
Regard to the Transaction.

The following information is hereby added to Item 11 of the
Schedule 13E-3:

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(a)-(b). The information set forth under Items 4 and 6 of the
Schedule 14D-9 is incorporated herein by reference.

ITEM 14 Financial Information.

The following information is hereby added to Item 14 of the
Schedule 13E-3:

The information set forth in the Offer to Purchase under "THE
OFFER -- Section 7. Certain Information Concerning Guaranty" is incorporated
herein by reference.

ITEM 15. Persons with Assets Employed, Retained or Utilized.

The following information is hereby added to Item 15 of the
Schedule 13E-3:

(a)-(b). The information set forth under Item 5 of the
Schedule 14D-9 is incorporated herein by reference.

ITEM 17. Material to be Filed as Exhibits.

(b)(1) Discussion Materials of Donaldson Lufkin & Jenrette
Securities Corporation dated June 5, 1997.

(b)(2) Discussion Materials of Donaldson Lufkin & Jenrette
Securities Corporation dated July 1997.

(b)(3) Presentation of Donaldson Lufkin & Jenrette Securities
Corporation dated September 12, 1997.

(b)(4) Presentation of Salomon Brothers Inc dated October 30,
1997.

(b)(5) Opinion of Salomon Brothers Inc dated October 30, 1997.

(d)(10) Solicitation/Recommendation Statement on Schedule
14D-9 of Guaranty National Corporation, dated November 5, 1997.

(d)(11) Letter to Shareholders of Guaranty National
Corporation dated November 5, 1997.

(g)(4) Portions of Proxy Statement on Schedule 14A of Guaranty
National Corporation dated March 27, 1997.

(g)(5) Portions of Annual Report on Form 10-K of Guaranty
National Corporation for the fiscal year ended December 31, 1996.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Dated: November 24, 1997

ORION CAPITAL CORPORATION

By: /s/ Michael P. Maloney
Name: Michael P. Maloney
Title: Senior Vice President, General Counsel
and Secretary

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SIGNATURE

After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Dated: November 24, 1997

GUARANTY NATIONAL CORPORATION

By: /s/ Michael L. Pautler
Name: Michael L. Pautler
Title: Senior Vice President - Finance

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ANNEX A

DIRECTORS AND EXECUTIVE OFFICERS OF GUARANTY

Set forth below are the name, business address, position with
Guaranty, and present principal occupation or employment and five-year
employment history of each director and executive officer of Guaranty. Each
person listed below is a citizen of the United States. Except as indicated in
Annex II to the Offer to Purchase, none of the persons listed below beneficially
owns Shares or interests therein, including options thereon. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
employment with Guaranty. All officers serve at the pleasure of the Board of
Directors of the entity named. Unless otherwise indicated above, the address for
each director and executive officer of Guaranty is Guaranty National
Corporation, 9800 South Meridian Boulevard, Englewood, Colorado 80112.

Principal Occupation, Five-Year
Name, Age and Position with Director Business Experience and Other
Guaranty Since Corporate Directorships
- ---------------------------------------------- --------------- ----------------------------------------------

Tucker Hart Adams, 59 1994 President, The Adams Group, Inc. (an
Director economic consulting firm), since 1989;
Director of Tax Free Fund of Colorado,
Address: Montana Power Company and Rocky Mountain
The Adams Group Equity Fund.
4822 Alteza Drive, Suite 300
Colorado Springs, CO 80917
W. Marston Becker, 44 1996 Chairman and Chief Executive Officer since
Director; Chairman of the Board 1996 and Senior Vice President,
1994-1996, of Orion Capital Corporation
Address: ("Orion"); President and Chief Executive
Orion Capital Corporation Officer of Design Professionals Insurance
9 Farm Springs Drive Company, a subsidiary of Orion,
Farmington, CT 06032 1994-1996; President and Chief Executive
Officer of McDonough Caperton Insurance
Group, 1987-1994.
Dennis J. Lacey, 43 1994 Director, President and Chief Executive
Director Officer of Capital Associates, Inc. (an
equipment leasing company) since 1991.
Address:
Capital Associates
International, Inc.
Capital Associates Tower
Suite 3000
7175 W. Jefferson Avenue
Lakewood, CO 80235

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ANNEX A

M. Ann Padilla, 54 1994 President, Sunny Side, Inc./Temp Side (a
Director private employment service), since 1975;
Director of Bank One Denver N.A.
Address:
Sunny Side Inc./Temp Side
210 University Boulevard
#550
Denver, CO 80206-4622
Vincent T. Papa, 50 1996 Senior Vice President since 1996 and Vice
Director President and Treasurer, 1987-1996, of
Orion; Chairman and Chief Executive
Address: Officer of Wm. H. McGee & Co., Inc., a
Wm. H. McGee & Co. subsidiary of Orion, since 1995.
4 World Trade Center
Suite 6274
New York, NY 10048-0835
James R. Pouliot, 43 1995 President and Chief Executive Officer of
Director; President and Chief Executive Guaranty since December 1996 and of
Officer Viking Insurance Holdings, Inc.
("Viking") since 1992; Executive Vice
President of Guaranty during 1996; Vice
Address: President, Marketing, Great American
Guaranty National Corporation Insurance Co., 1990-1992.
9800 S. Meridian Boulevard
Box 3329
Englewood, CO 80112

Robert B. Sanborn, 68 1988 Senior Executive Consultant of Orion since
Director 1995; Director since 1987, Vice Chairman
1994-1995, and President and Chief
Address: Operating Officer, 1987-1994, of Orion;
87 Farm Lane Director of HCG/Lloyd's Investment Trust
South Dennis, MA 02660 plc., Intercargo Corporation and Nobel
Insurance Limited.

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ANNEX A

William J. Shepherd, 70 1991 Private investor, Director of Orion,
Director Chemical Bank New Jersey and Princeton
Bank and Trust Company.
Address:
McConnell, Budd & Downes,
Inc.
365 South Street
Morristown, NJ 07960

Richard R. Thomas, 51 1991 Chief Executive Officer and Chairman of the
Director Board of ADCO General Corporation (a
property and casualty general agency)
Address: since 1990.
Adco General Corporation
1080 Kalamath Street
Post Office Box 4005
Denver, CO 80204

Roger B. Ware, 62 1983 Senior Consultant of Guaranty since December
Director 1996 and President and Chief Executive
Officer of Guaranty, 1983-1996; Director
Address: of Orion until September 11, 1997.
5733 Honeylocust Circle
Greenwood Village, CO
80121

Richard M. Beverage has been Senior Vice President (SVP)-Chief
Actuary for Guaranty National since February 1996. From 1992 through 1996, Mr.
Beverage was a Senior Manager - Reserving Studies with Deloitte & Touche LLP. He
served as Chief Pricing Actuary for Zurich-American Insurance Company of
Illinois from 1991 through 1992.

Shelly J. Hengsteler has been Controller and Assistant
Treasurer and Principal Accounting Officer of Guaranty National since January
1996. Ms. Hengsteler joined Guaranty National in 1989. From 1991 until 1994, she
was a Financial Reporting Manager and from 1994 through 1995 she served as
Director of Corporate Finance.

Arthur J. Mastera has been SVP-Chief Administrative Officer of
Guaranty National since October 1996. Mr. Mastera was President of the Guaranty
National Personal Lines Division from November 1995 until October, 1996. Mr.
Mastera rejoined GNIC as SVP-Administrative and Corporate Information Systems in
February 1992. From 1989 until 1992, he was Senior Vice President of Planning
and Administration at Orion Capital Corporation.

John W. Mahoney has been Senior Vice President - Elect of the
Non-Standard Commercial Lines Division of Guaranty National since October of
1997. From October, 1990

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ANNEX A

until March of 1993, Mr. Mahoney served in various managerial positions within
the Commercial Division of Great American Insurance Co., and from April, 1993 to
May, 1994, he was employed as a Product Manager by Viking Insurance Company of
Wisconsin. From June, 1994 until September, 1997, Mr. Mahoney was employed as a
Program Director at Coregis Insurance Group.

Andrea Peck has been SVP-Human Resources of Guaranty National
since July, 1997. From March, 1992 to November, 1993, Ms. Peck was employed by
West Marine Products as Vice President of Human Resources, and from November,
1993 until May, 1997, she was Vice President of Human Resources of Design
Professionals Insurance Co.

Michael L. Pautler has been SVP-Finance and Treasurer of
Guaranty National since 1988.

Fred T. Roberts has been SVP of Guaranty National and
President of the Commercial Lines Unit since November 1995. He served as SVP of
GNIC Claims from 1984 to 1995.

Charles B. Ruzicka has been SVP-Information Systems of
Guaranty National since December 1996. From August 1996, until assuming his
current position, Mr. Ruzicka was Vice President-Personal Lines Information
Systems. From 1993 through 1996, Mr. Ruzicka was a Vice President of Viking
Insurance Company Wisconsin. From 1987 to 1993, Mr. Ruzicka was employed by
Progressive Insurance Company and was a Vice President from 1992 through 1993.

Philip H. Urban has been SVP of Guaranty National and
President of the Personal Lines Business Unit since November 1996. From 1990 to
1996, Mr. Urban was SVP-Personal Lines for Great American Insurance Company.

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EXHIBIT INDEX

Exhibit Description

(b)(1) Discussion Materials of Donaldson Lufkin & Jenrette Securities
Corporation dated June 5, 1997.

(b)(2) Discussion Materials of Donaldson Lufkin & Jenrette Securities
Corporation dated July 1997.

(b)(3) Presentation of Donaldson Lufkin & Jenrette Securities Corporation
dated September 12, 1997.

(b)(4) Presentation of Salomon Brothers Inc dated October 30, 1997.

(b)(5) Opinion of Salomon Brothers Inc dated October 30, 1997.

(d)(10) Solicitation/Recommendation Statement on Schedule 14D-9 of Guaranty
National Corporation, dated November 5, 1997.

(d)(11) Letter to Shareholders dated November 5, 1997.

(g)(4) Portions of Proxy Statement on Schedule 14A of Guaranty National
Corporation dated March 27, 1997.

(g)(5) Portions of Annual Report on Form 10-K of Guaranty National Corporation
for the fiscal year ended December 31, 1996.