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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 corporation ("Orion"), and
the wholly owned subsidiaries of Orion (the "Selling Shareholders") listed on
Schedule I to the Shareholder Agreement dated as of November 7, 1991 (the
"Shareholder Agreement"), among Guaranty, Orion and the Selling Shareholders.
WHEREAS, the parties have determined that it would be in their
mutual best interests to provide for a further increase in the number of
independent directors of Guaranty,
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements, and subject to the terms and considerations set forth
herein, the parties hereto agree as follows:
1. Section 1.1(b) of the Shareholder Agreement is hereby amended
so as to provide in the end of the first sentence thereof that "the Board of
Directors of Guaranty shall consist of ten members." Clause (iii) of the second
sentence thereof is hereby amended to provide that the Board of Directors of
Guaranty shall include "up to five nominees . . . mutually agreeable to Orion
and Guaranty . . . "
2. Except as expressly provided herein, the Shareholder Agreement
shall continue in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto duly authorized
thereUnto has executed this Agreement as of the day and year set forth in the
heading hereof.
GUARANTY NATIONAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Senior Vice President
ORION CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Vice President
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THE CONNECTICUT INDEMNITY COMPANY
CONNECTICUT SPECIALTY INSURANCE
COMPANY
DESIGN PROFESSIONALS INSURANCE
COMPANY
EMPLOYEE BENEFITS INSURANCE
COMPANY
THE FIRE & CASUALTY INSURANCE
COMPANY OF CONNECTICUT
SECURITY INSURANCE COMPANY OF
HARTFORD
SECURITY REINSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Vice President
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