**Exhibit 10.21****EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 26th day of October, 2005 (the“Signing Date”), by and between Continental Casualty Company, an Illinois insurance company (the“Company”), and James R. Lewis (“Executive”);**WITNESSETH:**     **WHEREAS,**the Company wishes to employ Executive as Executive Vice President and President &Chief Executive Officer of Property and Casualty Operations, of the Company with senior managementlevel responsibility for the principal business units and wholly-owned insurance subsidiaries ofthe Company, such wholly-owned insurance subsidiaries being hereinafter referred to collectively asthe “CNA insurance companies,” and Executive wishes to accept and agree to such employment underthe terms and conditions set forth hereinbelow.     **NOW, THEREFORE,**in consideration of the foregoing premises and the promises and covenantsherein, the parties hereto agree as follows:     1. **Employment Term**. The Company and Executive agree that the Company shall employ Executive toperform the duties of Executive Vice President and President & Chief Executive Officer of Propertyand Casualty Operations, for the period commencing on January 1, 2006 (“Effective Date”) and endingon December 31, 2008, or such earlier date as of which Executive’s employment may be terminated inaccordance with Section 6 hereof (said period the “Term”). The covenants set forth in Sections 7,8, 9, 10, 11, 12, 13, and 14 shall survive the Term of this Agreement.     2. **Duties of Executive**.     (a) Executive shall perform the duties and responsibilities of Executive Vice President andPresident & Chief Executive Officer of Property and Casualty Operations of the CNA insurancecompanies as defined and directed by the Company’s Chief Executive Officer (hereinafter “CEO”).Executive shall report to the CEO. Executive may at the Company’s discretion be elected to andshall serve as a member of the Board of Directors of one or more of the CNA insurance companies,and if so elected Executive agrees to serve on such boards in
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such capacity without additional compensation. Executive further agrees to resign any suchposition on such Boards upon the termination of his employment with the Company for any reason;provided, however, that nothing in this Agreement shall require that any CNA insurance companieselect Executive to its board of directors. Executive may also be elected as an executive officer ofCNA Financial Corporation (“CNAF”), a publicly-traded company that is the indirect parent of theCompany, and if so elected Executive agrees to serve in such capacity for the term of thisAgreement or any portion thereof without additional compensation; provided, however, that nothingin this Agreement shall require that CNAF elect or maintain Executive in any such position.     (b) Executive shall diligently and to the best of his abilities assume, perform, and dischargethe duties and responsibilities of Executive Vice President and President & Chief Executive Officerof Property Casualty Operations, as well as such other specific duties and responsibilities as theCEO shall assign or designate to Executive from time to time not inconsistent with Executive’sstatus. Executive shall devote substantially all of his working time to the performance of hisduties as set forth herein and shall not, without the prior written consent of the CEO, acceptother employment or render or perform other services, nor shall he have any direct or indirectownership interest in any other business which is in competition directly or indirectly with thebusiness of the Company, the CNA insurance companies or CNAF, other than in the form of publiclytraded securities constituting less than five percent (5%) of the outstanding securities of acorporation (determined by vote or value) or limited partnership interests constituting less thanfive percent (5%) of the value of any such partnership. The foregoing shall not preclude Executivefrom engaging in charitable, professional, and personal investment activities, provided that, inthe judgment of the CEO, such activities do not interfere with the performance of his duties andresponsibilities hereunder.     3**. Compensation.**     (a) During the Term, the Company shall pay to Executive for the period he is employed by theCompany hereunder, an annual base salary of $800,000.00 (the “Base Compensation”). The BaseCompensation shall be payable not less frequently than in monthly increments. At the discretion ofthe CEO and/or the Incentive Compensation Committee (the “Committee”) of CNAF’s Board of Directors,such salary rate may be increased annually during the term of the Agreement, beginning in 2006,based on market considerations, responsibilities and Executive’s
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performance. In no event shall Executive’s salary rate be reduced to an amount that is lessthan the amount specified in this Section 3(a) without Executive’s written consent, or to an amountthat is less than the amount that he was previously receiving without Executive’s written consent.     (b) The Executive shall be eligible for an annual incentive cash award (“Bonus”) pursuant tothe CNA Financial Corporation 2000 Incentive Compensation Plan (the “Plan”). Subject to theapproval of the Committee, the Executive’s target Bonus thereunder shall not be less than the rateof one-hundred percent (100%) of his Base Compensation and his maximum bonus shall not be more thanthe greater of (i) two hundred percent (200%) of his base compensation or (ii) $1,600,000 for eachtwelve month bonus period. In no event shall the target Bonus be reduced without the Executive’swritten consent. The amount of the Bonus shall be based on the assessment by the CEO and/or theCommittee of Executive’s performance, and shall be determined and payable in accordance with theterms of the Plan as set forth in the Plan documents; however, if Executive is a proxy-namedofficer, the amount of the Bonus shall be based on the Committee’s assessment in its solediscretion of Executive’s performance, and shall be determined and payable in accordance with theterms of the Plan, as set forth in the Plan documents. Determination of the Company and/or CNAF’snet operating income (“NOI”) for purposes of calculating Executive’s Bonus shall be made by theCompany, subject to the approval of the Committee. The Committee shall have unlimited negativediscretion under the Plan to decrease the amount of Executive’s Bonus for any year.     (c) Subject to the approval of the Committee, Executive shall be eligible to receive along-term Incentive cash award, in accordance with the terms of the Plan, as may be in effectduring the Term or such other long term incentive plan as the Company may from time to time adoptfor its senior officers. The Executive’s target long-term incentive cash award target shall be 25percent (25%) of his Base Compensation during the three year performance period as determined bythe Company and/or the Committee. In no event shall the target award be reduced without theExecutive’s written consent. Actual payout of the long-term incentive cash award may range from 0%to 200% of target, based on the Company’s overall business results and performance as determined bythe Committee in its sole discretion.     (d) Subject to the approval of the Committee, Executive shall be awarded a minimum stockoption grant of 30,000 shares or equivalent (stock appreciation rights (“SARs’) paid in
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stock) of CNA Financial Corporation (“CNAF”) common stock annually beginning with the 2006performance year, during the term of Executive’s employment under this Agreement. Such annualgrant may be increased at the recommendation of the CEO and upon approval of the Committee, subjectto share availability. Executive’s rights with respect to shares awarded hereunder shall be subjectto the terms of the Plan, share availability and approval by the Committee.     (e) For avoidance of doubt respecting awards to Executive under Section 3(b), 3(c), and 3(d)hereof, the Committee shall retain such discretion as may be provided under the Plan to satisfySection 162(m) of the Internal Revenue Code of 1986 (“Code”) or any successor provision. TheCompany may defer the payment of all compensation to which Executive is entitled hereunder orotherwise to enable it to comply with Section 162(m) of the Code or any successor provision withrespect to deductibility of executive compensation. Subject to Section 162(m) of the Code and anyother applicable laws or regulations as interpreted by the Company, deferred compensation may becredited to the Executive’s SES-CAP account and, if so credited, shall be subject to the termsthereof**.**     (f) Executive’s pensionable earnings under the CNA Retirement Plan, the CNA SupplementalExecutive Retirement Plan (“SERP”), the Savings & Capital Accumulation Plan (“S-CAP”), and the CNASupplemental Savings & Capital Accumulation Plan (“SES-CAP”) will be calculated and payable asspecified in the respective plan documents, as amended from time to time, and also subject to therequirements of any other applicable laws or regulations as interpreted by the Company.     (g) All payments due under this Agreement shall be subject to withholding as required by law.     (h) To the extent that any of the payments under this Agreement including without limitationunder Section 6 hereof, are governed by Section 409A of the Internal Revenue Code (the “Code”) of1986, as amended, the parties will work together in good faith to amend any provisions necessaryfor compliance in a manner that maintains the basic financial provisions of this Agreement.
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     4. **Other Benefits**. During the period of his employment with the Company hereunder, executiveshall be entitled to continue to participate in the various benefit plans, programs or arrangementsestablished and maintained by the Company from time to time and applicable to senior executives ofthe Company such as, but not by way of limitation, medical benefits, dental benefits, lifeinsurance, long-term disability insurance, both qualified and supplemental defined contributionplans, and to receive all fringe benefits made available to senior executives of the Company,including but not necessarily limited to club membership and tax return preparation. Executive’sentitlement to participate in any such plan, program or arrangement shall, in each case, be subjectto the terms and conditions of the Company’s policies with regard to such plans, programs orarrangements as adjusted by the Company from time to time in its sole discretion. Executive shallnot be eligible for paid time off (“PTO”) under the Company’s PTO policy. In the event oftermination of employment, Executive’s severance shall be determined solely in accordance withSection 6 hereof.     5. **Expense Reimbursement**. Executive shall continue to be entitled to reimbursement by theCompany for all reasonable and customary travel and other business expenses incurred by Executivein carrying out his duties under this Agreement, in accordance with the general travel and businessreimbursement policies adopted by the Company as adjusted from time to time. Executive shall reportall such expenditures not less frequently than monthly, accompanied by adequate records and suchother documentary evidence as required by the Company or by Federal or state tax statutes orregulations governing the substantiation of such expenditures.     6. **Termination of Employment**. If Executive’s employment with the Company shall terminateduring the term of this Agreement, the following conditions set forth herein shall apply withrespect to the Executive’s compensation and benefits hereunder. Either party may terminateExecutive’s employment with the Company during the term of this Agreement by written notice to theother party, effective as of the date specified in such notice and Executive’s employment shallautomatically terminate in the event of Executive’s death. Upon termination of Executive’semployment during or at the end of the term of this Agreement, the rights of the parties under thisAgreement shall be determined pursuant to this Section 6. All payments to be made hereunder shallbe made either to Executive or to his personal representatives, heirs or beneficiaries, as the casemay be. In the event of Executive’s termination during the term of this Agreement, unless otherwisespecified in this Agreement Executive’s rights, if any, under any of
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the Company’s defined contribution, benefit, incentive or other plans of any nature shall begoverned by the respective terms of such plans.     6.1 **Death and Disability**. In the event of the death of Executive or, at the Company’selection, in the event of his Permanent Disability (as defined below) during the term of thisAgreement, provided it has not already terminated, Executive’s employment shall terminate;provided, however, that:     (a) The Company shall make payment to Executive or his personal representatives, heirs orbeneficiaries as the case may be, as follows:(i) within 30 days after such termination his: (1) unpaid base salary and current year’starget Bonus and CNA long-term incentive cash award prorated to the date of termination; (2)any previous year’s unpaid Bonus based upon actual or discretionary payouts, if any; and (3)unpaid cash entitlements, if any, earned by Executive or payable to his beneficiaries as ofthe date of termination which, pursuant to the terms of any applicable Company plan orprogram (which unpaid cash entitlements shall not include any unpaid Bonus or any unpaidlong-term incentive cash award or other award under the Incentive Compensation Plan),accrued prior to the date of termination.     (ii) In the event that the termination occurs during a Performance Period (as defined underthe Incentive Compensation Plan) with respect to which the Committee has not yet made a futurestock option grant to which Executive is entitled hereunder or equivalent (SARs paid in stock), oraffirmatively determined not to make an award pursuant to subsection 3(d) of this Agreement, anamount equal to the cash equivalent, as of the date of termination and without any present valuediscount of the target amount referred to in subsection 3(d) for such Performance Period multipliedby a fraction, the numerator of which is the number of days in such Performance Period through andincluding the date of termination and the denominator of which is the total number of days in suchPerformance Period. For the purpose of this Section 6.1(a)(ii), the cash equivalent of a futurestock option grant to which Executive is entitled hereunder or equivalent (SARs paid in stock)shall be equal to 48% of the fair market value of the number of shares of stock to be covered bythe future stock option grant or equivalent (SARs paid in stock), determined based on the on thefair market value of the stock on the date of termination, and then discounted from January 1 ofthe year for which the stock option grant or equivalent (SARs paid in stock) would have beengranted to the date of termination using an
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interest rate equal to the prime rate for the date of termination as reported in The WallStreet Journal (Midwest Edition). Fair market value of the stock shall be determined by taking theaverage of the highest and lowest sales prices of the stock on the date of termination, as reportedas the New York Stock Exchange-Composite Transactions for such day, or if the stock was not tradedon the New York Stock Exchange on such day then on the next preceding day on which the stock wastraded, all as reported by The Wall Street Journal (Midwest Edition) under the heading New YorkStock Exchange-Composite Transactions, or, if the stock ceases to be listed on such exchange, asreported on the principal national securities exchange or national automated stock quotation systemon which the stock is traded or quoted, but in no event shall the price be less than the par valueof the stock; and     (iii) Any unexercised stock option grant to which Executive is entitled hereunder orequivalent (SARs paid in stock) held by Executive upon termination of employment may be exercisedby Executive (or his heirs or personal representative) following such termination to the extent ofthe sum of the number of shares with respect to which each such stock option grant to whichExecutive is entitled hereunder or equivalent (SARs paid in stock) was vested but unexercisedimmediately prior to such termination, plus an additional number of shares determined bymultiplying the unvested portion of such stock option grant or equivalent (SARs paid in stock) bythe fraction described in subsection 6.1(a)(ii), and rounded to the next higher number of wholeshares. Such prorated portion of each such stock option grant or equivalent (SARs paid in stock)shall fully vest upon termination and may be exercised through the one-year anniversary of suchdate of termination but not thereafter, and in no event later than the date on which such stockoption grant or equivalent (SARs paid in stock) would expire if Executive had remained employed bythe Company. Other stock options held by Executive may be exercised during the same period, butonly to the extent vested under the terms of each such award. If applicable, the provisions ofthis subsection 6.1(a)(iii) shall supercede any contrary provision in any other agreement withExecutive governing any stock option grant or equivalent (SARs paid in stock) or other incentiveaward.     (b) For purposes of this Agreement, the term “Permanent Disability” means a physical or mentalcondition of Executive which, as determined by the CEO based on and consistent with availablemedical information, is expected to continue beyond 26 weeks and which renders Executive incapableof performing any substantial portion of the services contemplated hereunder with reasonableaccommodation compatible with the fulfillment of his duties as described in Section 2 hereinabove.
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     6.2 **Termination for Cause by the Company**. In the event that Executive shall engage in anyconduct which the CEO in his sole discretion shall determine to be “**Cause**,” as defined herein, heshall be subject to termination forthwith. For purposes of this Agreement, Cause shall meanengaging in or committing: (i) any act which would constitute a felony or other act involvingfraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty; (ii) asubstantial breach of any material provision of this Agreement; (iii) willful or recklessmisconduct in the performance of the Executive’s duties; or (iv) the habitual neglect of duties;provided however, that, for purposes of clauses (iii) and (iv), Cause shall not include any one ormore of the following: bad judgment, negligence or any act or omission believed by the Executive ingood faith to have been in or not opposed to the interest of the Company (without any intent by theExecutive to gain, directly or indirectly, a profit to which he was not legally entitled). If theExecutive agrees to resign from his employment with the Company in lieu of being terminated forCause, he may be deemed to have been terminated for Cause for purposes of this Agreement.     Upon terminating the Executive for Cause, other than paying the Executive within 30 days ofsuch termination his: (i) unpaid base salary prorated to the date of termination and (ii) unpaidcash entitlements, if any, earned and accrued pursuant to the terms of any applicable Company planor program (which unpaid cash entitlements shall not include any unpaid Bonus or any unpaidlong-term incentive cash award or other award under the Incentive Compensation Plan) prior to thedate of the date of termination, the Company shall have no further obligations whatsoever toExecutive under this Agreement. In the event of termination for Cause, Executive agrees to continueto be bound by the covenants set forth herein at Sections 7 through 13, subsequent to the date ofsuch termination for such periods of time as provided for in said Sections respectively. The CEOshall, in his discretion but in consultation with the Board of Directors of CNAF, determinewhether, in light of all surrounding circumstances, (i) any additional compensation should be paidto the Executive as a result of Executive being bound by the provisions of Section 9 hereinbelow inthe event of his termination for Cause and (ii) any modification to the requirements of saidSection 9 in relation to the Executive should be made.     6.3 **Termination by the Company Without Cause / Termination by Executive for Good Reason**. Inthe event Executive’s employment is terminated by the Company **“Without Cause”**(as that term isdefined hereinbelow), or in the event Executive terminates his employment for “**Good Reason**” (asthat term is defined hereinbelow):
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     (a) The Company shall pay to Executive severance consisting of an amount equal to the 24months of the Executive’s Base Compensation, and two (2) times Executive’s annual target Bonus. Theseverance shall be payable not less frequently than in equal monthly installments following suchtermination. The Company shall also pay the Executive (i) within 30 days of his termination, hisunpaid base salary, prorated to the date of termination; (ii) at the time of the scheduled Marchpayout date, current year’s target Bonus and any CNA long-term incentive cash award payablehereunder, prorated to the date of termination; and (iv) within 30 days of his termination, unpaidcash entitlements, if any, earned and accrued pursuant to the terms of any applicable Company planor program prior to the date of the date of termination (which unpaid cash entitlements under thisSection 6.3(a)(iv) shall not include any unpaid Bonus or any unpaid long-term incentive cash awardor other award under the Plan). Executive agrees to be bound by the covenants set forth in Sections7 through 13 hereof prior to, as of and subsequent to the termination date. In addition, Executiveshall continue to participate, at the active employee rates, in such health benefits plans in whichhe is enrolled throughout the term of the payments set forth in this Section 6.3(a), up to amaximum of 24 months, with said period of participation to run concurrently with any period ofCOBRA coverage to which Executive may be entitled. Other than as set forth in this Section 6.3 (a),the Company shall have no further obligations to Executive under this Agreement in the event of atermination of Executive’s employment by the Company Without Cause or any termination ofExecutive’s employment by Executive for Good Reason.     (b) Any unexercised stock option grant or equivalent (SARs paid in stock) held by Executiveupon termination of his employment shall be fully vested on the date of termination and may beexercised by Executive at any time up to the first anniversary of Executive’s date of terminationbut not thereafter, and in no event later than the date on which such stock option grant orequivalent (SARs paid in stock) would expire if Executive had remained employed by the Company).If applicable, the provisions of this subsection 6.3(b) shall supercede any contrary provision inany other agreement with Executive governing any stock option grant or equivalent (SARs paid instock) or other option or other right under the Incentive Compensation Plan.
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     (c) “Good Reason” as set forth herein is defined as a reduction in the rate of Executive’sbase salary, annual incentive target or long-term incentive cash target compensation, a requiredrelocation of his personal residence to another geographical area outside of the geographical areawhere the Company’s home office is located without Executive’s consent, a change in Executive’sdirect reporting relationship to the CEO or other involuntary loss of position as described herein(other than as a result of a termination by the Company for Cause) or a substantial diminution inExecutive’s duties and responsibilities without Executive’s consent.     (d) “Without Cause” as set forth herein is defined as a termination of the Executive’semployment by the Company for any reason not described or referenced in subsections 6.1 and 6.2.     (e) In the event of any termination of employment as described in this Section 6.3, Executiveagrees to continue to be bound by the covenants set forth herein at Sections 7 through 13subsequent to the date of such termination for such periods of time as provided for in saidSections respectively. Any term or provision herein to the contrary notwithstanding, the timing andother conditions of any severance or other payments to be made under this Agreement shall besubject to the requirements of all applicable laws and regulations, whether or not they are inexistence or in effect when this Agreement is executed by the parties hereto.     6.4 **Voluntary Resignation by Executive**. In the event that Executive’s employment isvoluntarily terminated by Executive other than pursuant to subsection 6.3 or as a direct result ofhis death or Permanent Disability (as described in subsection 6.1), the Company shall have nofurther obligations to Executive under this Agreement other than paying the Executive within 30days of such termination his: (i) unpaid base salary prorated to the date of termination and (ii)unpaid cash entitlements, if any, earned and accrued pursuant to the terms of any applicableCompany plan or program (which unpaid cash entitlements shall not include any unpaid Bonus or anyunpaid long-term incentive cash award or other award under the Plan) prior to the date oftermination. In the event of termination of employment as described in this Section 6.4, Executiveagrees to continue to be bound by the covenants set forth herein at Sections 7 through 13subsequent to the date of such termination for such periods of time as provided for in saidSections respectively.
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     6.5 **Expiration of Agreement**.     (a) On or before December 31, 2008, the Company may offer to Executive a term of employmentcommencing on January 1, 2009 (“Offer”). If the Company does not make an Offer toExecutive by December 31, 2008, then the Executive’s employment shall terminate on December 31,2008 and Executive shall receive all amounts and benefits set forth in Section 6.3.     (b) If the Company makes an Offer by December 31, 2008 and the Company and Executive have notmutually agreed to the terms of, and entered into, a new agreement prior to December 31, 2008,Executive’s employment shall terminate on December 31, 2008 and the Company shall pay to Executiveseverance consisting of an amount equal to the 12 months of the Executive’s Base Compensation, andExecutive’s annual target Bonus. The severance shall be payable not less frequently than in equalmonthly installments following such termination. The Company shall also pay the Executive (i)within 30 days of such termination, his unpaid base salary, prorated to the date of termination;(ii) at the time of the scheduled March payout date, current year’s target Bonus and any CNAlong-term incentive cash award payable hereunder, prorated to the date of termination; and (iv)within 30 days of his termination, unpaid cash entitlements, if any, earned and accrued pursuant tothe terms of any applicable Company plan or program prior to the date of the date of termination(which unpaid cash entitlements under this Section 6.5(b)(iv) shall not include any unpaid Bonus orany unpaid long-term incentive cash award or other award under the Plan). Executive agrees to bebound by the covenants set forth in Sections 7 through 13 hereof prior to, as of and subsequent tothe termination date. In addition, Executive shall continue to participate, at the active employeerates, in such health benefits plans in which he is enrolled throughout the term of the paymentsset forth in this Section 6.5(b), up to a maximum of 12 months, with said period of participationto run concurrently with any period of COBRA coverage to which Executive may be entitled. Otherthan as set forth in this Section 6.3 (a), the Company shall have no further obligations toExecutive under this Agreement in the event of a termination of Executive’s employment pursuant tothis Section 6.5.     6.6 **Other Benefits**. In the event that Executive’s employment is terminated pursuant toSections 6.1, 6.2 or 6.4, Executive’s coverage under the Company’s short-term disability plan,shall end on the date of such termination of employment; Executive’s coverage under the
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Company’s long-term disability plan shall end on the last day of the month in which suchtermination of employment occurs; and Executive’s coverage under the Company’s non-contributory andcontributory life, dependent life and accidental death and dismemberment plans shall end on thelast day of the month in which such termination occurs. In the event that Executive’s employment isterminated pursuant to Section 6.3, the foregoing provisions of this Section 6.6 shall also apply,except that Executive’s coverage under the Company’s contributory life, dependent life andcontributory accidental death and dismemberment plans shall continue through the end of anyapplicable severance period, upon payment of the applicable premium.     6.7 **Release.**Executive acknowledges that the severance benefits set forth in Section 6 hereofrepresent significant additional benefits as compared to those available to the Company’s employeesin general. As a condition precedent to receiving any payments or other benefits pursuant toSection 6 of this Agreement, Executive agrees to sign a full and complete release in a formacceptable to the Company releasing the Company, its subsidiaries and affiliates and theirdirectors, officers and employees of any and all claims, both known and unknown, as of the date ofExecutive’s termination of employment with the Company. In the absence of Executive’s execution anddelivery to the Company of such a release in a form satisfactory to the Company, the Company shallhave no obligation to Executive to make any payments or provide any other benefits as provided forin said Section 6.     7. **Confidentiality**. Executive agrees that while he is employed by the Company, and at alltimes thereafter, Executive shall not reveal or utilize “confidential information” (as that term isdefined in Section 8 of this Agreement) and learned during the course of or as a result of hisemployment which relates to: (a) the Company and/or any other business or entity in which theCompany during the course of the Executive’s employment has directly or indirectly held a greaterthan a 10% equity interest whether voting or non-voting; and (b) the Company’s customers,employees, agents, brokers and vendors. The Executive acknowledges that all such confidentialinformation is commercially valuable and is the property of the Company. Upon the termination ofhis employment Executive shall return all confidential information and any copies thereof to theCompany, whether it exists in written, electronic, computerized or other form.
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     8. **“Confidential Information” Defined**. For purposes of this Agreement “confidentialinformation” includes all information, knowledge or data (whether or not a trade secret orprotected by laws pertaining to intellectual property) not generally known outside the Company(unless as a result of a breach of any of the obligations imposed by this Agreement) concerning thebusiness operations, performance and other information of the Company or other entities asdescribed in Section 7 above. Such information may without limitation include information relatingto data, finances, marketing, pricing, profit margins, underwriting, claims, loss control,marketing and business plans, renewals, software, processing, vendors, administrators, customers orprospective customers, products, brokers, agents and employees.     9. **Competition**. Executive hereby agrees that, while he is employed by the Company, and for aperiod of 12 months following the date of his termination of employment with the Company for anyreason except that such period shall be for twenty-four (24) months in the case of a termination ofExecutive’s employment pursuant to Section 6.5(b) hereof (in either case, the “RestrictionPeriod”), he will not, directly or indirectly, without the prior written approval of the CEO,enter into any business relationship (either as principal, agent, board member, officer,consultant, stockholder, employee or in any other capacity) with any business or other entity thatat any relevant time is engaged in the business of insurance in direct or indirect competition withthe Company or any of its affiliates (a “Competitor”); provided, however, that such prohibitedactivity shall not include the ownership of less than 5% of the outstanding securities of anypublicly traded corporation (determined by vote or value) regardless of the business of suchcorporation. Upon the written request of Executive, the CEO will determine whether a business orother entity constitutes a “Competitor” for purposes of this Section 9; provided that the CEO mayrequire Executive to provide such information as the CEO determines to be necessary to make suchdetermination; and further provided that the current and continuing effectiveness of suchdetermination may be conditioned upon the accuracy of such information, and upon such other factorsas the CEO may determine.     10. **Solicitation**. Executive agrees that while he is employed by the Company, and for a periodof 36 months following his termination of employment with the Company for any reason, he will notemploy, offer to employ, engage as a consultant, or form an association with any person who isthen, or who during the preceding one year was, an employee of the Company or any subsidiary oraffiliate of the Company or any successor or purchaser of any portion thereof, nor will he assistany other person or entity in soliciting for employment or consultation any
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person who is then, or who during the preceding one year was, an employee of the Company orany subsidiary or affiliate of the Company or any successor or purchaser of any portion thereof.     11. **Non-interference**. Executive agrees that while he is employed by the Company, and for aperiod of 36 months following his termination of employment with the Company for any reason, hewill not disturb, attempt to disturb or cause anyone else to disturb any business relationship oragreement between either the Company or any subsidiary or affiliate of the Company or any successoror purchaser of any portion thereof, and any other person or entity.     12. **Assistance with Claims**. Executive agrees that, while he is employed by the Company, andfor a reasonable period (not less than 36 months from the date of termination) thereafter, he willbe available, on a reasonable basis, to assist the Company and its subsidiaries and affiliates inthe prosecution or defense of any claims, suits, litigation, arbitrations, investigations, or otherproceedings, whether pending or threatened (collectively “Claims”) that may be made or threatenedby or against the Company or any of its subsidiaries or affiliates. Executive agrees, unlessprecluded by law, to promptly inform the Company if he is requested (i) to testify or otherwisebecome involved in connection with any Claim against the interests of the Company or any subsidiaryor affiliate or (ii) to assist or participate in any investigation (whether governmental orprivate) of the Company or any subsidiary or affiliate or any of their actions, whether or not alawsuit has been filed against the Company or any of its subsidiaries or affiliates relatingthereto. The Company agrees to provide reasonable compensation, including reasonable attorney’sfees, to Executive as necessary for such assistance provided during such period. Nothing in thisSection 12 is intended or shall be construed to prevent Executive from cooperating fully with anygovernment investigation or review as required by applicable law or regulation.     13. **Return of Materials**. Executive shall, at any time upon the request of the Company, and inany event upon the termination of his employment with the Company for any reason, immediatelyreturn and surrender to the Company all originals and all copies, regardless of medium, of propertybelonging to the Company created or obtained by Executive as a result of or in the course of or inconnection with his employment with the Company, including without limitation all such originals orcopies containing any confidential information, regardless of whether such items constituteproprietary information, provided that Executive shall be under no obligation to return writtenmaterials acquired from third parties which are generally available to
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the public. Executive acknowledges that all such materials are, and will at all times remain,the exclusive property of the Company.     14. **Scope of Covenants**.     (a) The Executive acknowledges that: (a) as a senior executive of the Company he has and willhave access to confidential information concerning not only the business segments for which he mayhave been responsible (an outline summary of which appears in the Company’s reports on Forms 10-Kand 10-Q filed with the Securities and Exchange Commission) but the entire range of businesses inwhich the Company was engaged; (b) that the businesses segments for which he may have beenresponsible and the Company’s businesses are conducted nation-wide; and (c) that the Company’sconfidential information, if disclosed or utilized without its authorization, would irreparablyharm the Company in: (i) obtaining renewals of existing customers; (ii) selling new business; (iii)maintaining and establishing existing and new relationships with employees, agents, brokers,vendors; and (iv) other ways arising out of the conduct of the businesses in which the Company isengaged.     (b) To protect such information and such existing and prospective relationships, and for othersignificant business reasons, the Executive agrees that it is reasonable and necessary that: (a)the scope of this Agreement be both national and international; (b) its breadth include the entireinsurance industry, both domestic and international; and (c) the duration of the restrictions uponthe Executive be as indicated therein.     (c) The Executive acknowledges that the Company’s customer, employee and businessrelationships are long-standing, indeed, near permanent and therefore are of great value to theCompany. The Executive agrees that neither any of the provisions in this Agreement nor theCompany’s enforcement of it alters or will alter his ability to earn a livelihood for himself andhis family and further that both are reasonably necessary to protect the Company’s legitimatebusiness and property interests and relationships, especially those which he was responsible fordeveloping or maintaining. The Executive agrees that his actual or threatened breach of any of thecovenants set forth in Sections 7 through 13 above would cause the Company irreparable harm andthat the Company is entitled to an injunction, in addition to whatever other remedies may beavailable, to restrain such actual or threatened breach. The Executive agrees that if bond isrequired in order for the Company to obtain such relief, such bond need only be in a
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nominal amount and that he shall reimburse the Company for all costs of any such suit,including the Company’s reasonable attorneys’ fees. The Executive consents to the filing of anysuch suit against him in the state or federal courts located in Illinois or any state in which heresides. He further agrees that in the event of such suit or any other action arising out of orrelating to this Agreement, the parties shall be bound by and the court shall apply the internallaws of the State of Illinois and irrespective of rules regarding choice of law or conflicts oflaws.     (d) If he has not already done so, Executive agrees to be bound by and to execute theCompany’s Confidentiality, Computer Responsibility and Professional Certification Agreement, a copyof which is attached hereto and incorporated by reference herein.     (e) For purposes of Sections 7 through 14 hereof, the “Company” shall include all subsidiariesand affiliates of the Company and of CNAF, as well as the Company.     15. **Effect of Covenants**. Nothing in Sections 7 through 14 shall be construed to limit orotherwise adversely affect any rights, remedies or options that the Company would possess in theabsence of the provisions of such Sections.     16. **Revision**. The parties hereto expressly agree that in the event that any of the provisions,covenants, warranties or agreements in this Agreement are held to be in any respect an unreasonablerestriction upon Executive or are otherwise invalid, for whatsoever cause, then the court orarbitrator so holding is hereby authorized to (a) reduce the territory to which said covenant,warranty or agreement pertains, the period of time in which said covenant, warranty or agreementoperates or the scope of activity to which said covenant, warranty or agreement pertains or (b)effect any other change to the extent necessary to render any of the restrictions contained in thisAgreement enforceable.     17. **Severability**. Each of the terms and provisions of this Agreement is to be deemed severablein whole or in part and, if any term or provision of the application thereof in any circumstancesshould be invalid, illegal or unenforceable, the remaining terms and provisions or the applicationthereof to circumstances other than those as to which it is held invalid, illegal or unenforceable,shall not be affected thereby and shall remain in full force and effect.
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     18. **Binding Agreement; Assignment**. This Agreement shall be binding upon the parties hereto andtheir respective heirs, successors, personal representatives and assigns. The Company shall havethe right to assign this Agreement to any successor in interest to the business, or any majoritypart thereof, of the Company or any joint venture or partnership to which the Company is a jointventurer or general partner which conducts substantially all of the Company’s business. Executiveshall not assign any of his obligations or duties hereunder and any such attempted assignment shallbe null and void.     19. **Controlling Law; Jurisdiction**. This Agreement shall be governed by, interpreted andconstrued according to the laws of the State of Illinois (without regard to choice of law orconflict of laws principles).     20. **Entire Agreement**. Except as otherwise expressly set forth herein, this Agreement containsthe entire agreement of the parties with regard to the subject matter hereof, supersedes all prioragreements and understandings, written or oral, and may only be amended by an agreement in writingsigned by the parties hereto.     21. **Additional Documents**. Each party hereto shall, from time to time, upon request of theother party, execute any additional documents which shall reasonably be required to effectuate thepurposes hereof.     22. **Incorporation**. The introductory recitals hereof are incorporated in this Agreement and arebinding upon the parties hereto.     23. **Failure to Enforce**. The failure to enforce any of the provisions of this Agreement shallnot be construed as a waiver of such provisions. Further, any express waiver by any party withrespect to any breach of any provision hereunder by any other party shall not constitute a waiverof such party’s right to thereafter fully enforce each and every provision of this Agreement.     24. **Survival**. Except as otherwise expressly set forth herein, the obligations contained inthis Agreement shall survive the termination, for any reason whatsoever, of Executive’s employmentwith the Company.
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     25. **Headings**. All numbers and headings contained herein are for reference only and are notintended to qualify, limit or otherwise affect the meaning or interpretation of any provisioncontained herein.     26. **Notices**. Notices and all other communications provided for in this Agreement shall be inwriting and shall be delivered personally or sent by registered or certified mail, return receiptrequested, postage prepaid (provided that international mail shall be sent via overnight or two-daydelivery), or sent by facsimile or prepaid overnight courier to the parties at the addresses setforth below (or such other addresses as shall be specified by the parties by like notice). Suchnotices, demands, claims and other communications shall be deemed given:(a) in the case of delivery by overnight service with guaranteed next day delivery, thenext day or the day designated for delivery;     (b) in the case of certified or registered U.S. mail, five days after deposit in the U.S.mail; or(c) in the case of facsimile, the date upon which the transmitting party receivedconfirmation of receipt by facsimile, telephone or otherwise;provided, however, that in no event shall any such communications be deemed to be given later thanthe date they are actually received. Communications that are to be delivered by the U.S. mail or byovernight service or two-day delivery service are to be delivered to the addresses set forth below:
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If to the Company:CONTINENTAL CASUALTY COMPANY