AGREEMENT AND PLAN OF MERGER Among ORION CAPITAL CORPORATION, ROYAL GROUP INC. and NTG ACQUISITION CORP. Dated as of July 12, 1999Agreement and Plan of Merger • July 16th, 1999 • Orion Capital Corp • Surety insurance • Delaware
August 12, 1997 Mr. W. Marston Becker Chairman Orion Capital Corporation 9 Farm Springs Road Farmington, CT 06032 Dear Mr. Becker: This letter amends the Letter Agreement dated September 13, 1993 amended on February 14, 1995 (as so amended, the...Letter Agreement • March 26th, 1998 • Orion Capital Corp • Surety insurance
INDENTUREOrion Capital Corp • March 26th, 1998 • Surety insurance • New York
amongCredit Agreement • August 14th, 1998 • Orion Capital Corp • Surety insurance • North Carolina
SUPPLEMENT TO OFFER TO PURCHASE DATED NOVEMBER 5, 1997 ALL SHARES OF COMMON STOCK OF GUARANTY NATIONAL CORPORATION AT $36.00 NET PER SHARE IN CASH BY ORION CAPITAL CORPORATIONMerger Agreement • December 1st, 1997 • Orion Capital Corp • Surety insurance
EXHIBIT 4 --------- STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of July 12, 1999 (the "Agreement"), between ROYAL GROUP INC., a Delaware corporation (the "Grantee"), and ORION CAPITAL CORPORATION, a Delaware corporation (the "Grantor")....Stock Option Agreement • July 16th, 1999 • Orion Capital Corp • Surety insurance • Delaware
andRights Agreement • March 31st, 1999 • Orion Capital Corp • Surety insurance • Delaware
1 EXHIBIT (C)(6) AMENDMENT TO SHAREHOLDER AGREEMENT This Amendment is made as of June 18, 1996 (the "Amendment") by and among Guaranty National Corporation, a Colorado corporation ("Guaranty"), Orion Capital Corporation, a Delaware corporation...Shareholder Agreement • November 5th, 1997 • Orion Capital Corp • Surety insurance
FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of the 4th day of May, 1999 (this "Amendment"), is made among ORION CAPITAL CORPORATION, a Delaware corporation (the "Borrower"), the banks and financial...Credit Agreement • May 17th, 1999 • Orion Capital Corp • Surety insurance • North Carolina
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...Employment Agreement • March 31st, 1999 • Orion Capital Corp • Surety insurance • Connecticut
FORTrust Agreement • January 26th, 1998 • Orion Capital Corp • Surety insurance • Massachusetts
STOCK PURCHASE AGREEMENT by and between FIREMAN'S FUND INSURANCE COMPANY,Stock Purchase Agreement • May 17th, 1999 • Orion Capital Corp • Surety insurance • Connecticut
W I T N E S S E T H:Employment Agreement • March 28th, 1997 • Orion Capital Corp • Surety insurance
CAPITAL SECURITIES GUARANTEE AGREEMENT ORION CAPITAL CORPORATION DATED AS OF FEBRUARY 5, 1998 TABLE OF CONTENTSCapital Securities Guarantee Agreement • March 26th, 1998 • Orion Capital Corp • Surety insurance • New York
ARTICLE I. THE OFFERAgreement and Plan of Merger • November 6th, 1997 • Orion Capital Corp • Surety insurance • Colorado
Exhibit 10(vii) Amended and Restated Employment Agreement THIS EMPLOYMENT AGREEMENT, initially dated as of the 19th day of July, 1994 and amended and restated hereby as of December 6, 1996 (the "Agreement"), between Orion Capital Corporation, a...Employment Agreement • March 19th, 1996 • Orion Capital Corp • Fire, marine & casualty insurance
July 16, 1999 To our Stockholders: On July 12, 1999, Royal Group Inc. ("Royal US"), a Delaware corporation and a wholly owned subsidiary of Royal & Sun Alliance Insurance Group plc ("Royal plc"), NTG Acquisition Corp., a Delaware corporation and a...Orion Capital Corp • July 16th, 1999 • Surety insurance
2- 3 by such holder of such Order Note and the address of such holder.Note Issuance Agreement • November 5th, 1997 • Orion Capital Corp • Surety insurance • New York
STOCKHOLDER AGREEMENT dated as of December 1, 1998 between X.L. America, Inc. ("Emerald"), and the undersigned holder of shares of common stock, par value $1.00 per share (the "Common Stock"), of Intercargo Corporation, a Delaware corporation (the...Stockholder Agreement • March 31st, 1999 • Orion Capital Corp • Surety insurance • Delaware
ANDPurchase Agreement • March 19th, 1996 • Orion Capital Corp • Fire, marine & casualty insurance
Amendment to Employment Agreement of W. Marston Becker This Amendment ("Amendment"), dated January 30, 1999, amends the Employment Agreement, dated as of July 10, 1998 (the "Agreement"), between Orion Capital Corporation, a Delaware corporation (the...Employment Agreement • March 31st, 1999 • Orion Capital Corp • Surety insurance
1 EXHIBIT C(3) AMENDMENT TO SHAREHOLDER AGREEMENT This Amendment Agreement (the "Amendment") is made as of February 2, 1994, by and among Guaranty National Corporation, a Colorado corporation ("Guaranty"), Orion Capital Corporation, a Delaware...Shareholder Agreement • November 5th, 1997 • Orion Capital Corp • Surety insurance
1 EXHIBIT C(4) AMENDMENT TO SHAREHOLDER AGREEMENT This Amendment Agreement (the "Amendment") is made as of March 2, 1995, by and among Guaranty National Corporation, a Colorado corporation ("Guaranty"), Orion Capital Corporation, a Delaware...Shareholder Agreement • November 5th, 1997 • Orion Capital Corp • Surety insurance
