period beginning on the date on which Executive separates from service (as defined inSection 409A of the Code) and ending on the later of the last day of the year in which theExecutive separates from service or the fifteenth day of the third month following theseparation from service; and provided further, that if any payment is deferred pursuant tothis Section 3(e) until after Executive has separated from service and Executive is aspecified employee as defined in Section 409A on the date of the separation from service,the preceding proviso shall be applied by substituting the day that is six months afterExecutive’s separation from service for the date of separation from service.”3. The following sentences in Paragraph 6.3 (a) of the Employment Agreement are hereby deleted:“The Company shall pay to Executive severance consisting of an amount equal to the 12 monthsof the Executive’s Base Compensation and Bonus calculated at 150% of Base Compensation, orthe aggregate amount of unpaid base compensation due to Executive under this Agreement,whichever is greater, in effect at the time of termination. The severance shall be paid notless frequently than in equal monthly installments following such termination. The Companyshall also pay the Executive (i) aggregate unpaid Base Compensation and current year’s Bonuscalculated as 150% of Base Compensation and target CNA long-term incentive cash awardsprorated to the date of termination; (ii) any previous year’s unpaid Bonus based upon actualor discretionary payouts, if any; and (iii) within 30 days of his termination, unpaid cashentitlements, if any, earned and accrued pursuant to the terms of any applicable Companyplan or program prior to the date of the date of termination (which unpaid cash entitlementsunder this Section 6.3(a)(ii) shall not include any unpaid Bonus or any unpaid long-termincentive cash awards or other awards under the Plan).”and in their place and stead the following sentences are substituted:“The Company shall pay to Executive severance consisting of an amount equal to $3,600,000.The severance shall be paid over two (2) years in equal monthly installments following suchtermination. The Company shall also pay the Executive within 30 days of his termination: (i)his unpaid base salary, prorated to the date of termination and (ii) unpaid cashentitlements, if any, earned and accrued pursuant to the terms of any applicable Companyplan or program prior to the date of the date of termination (which unpaid cash entitlementsunder this Section 6.3(a)(ii) shall not include any unpaid Bonus or any unpaid long-termincentive cash award or other award under the Plan for the year in which such terminationoccurs).”4. The following language is hereby added as Subsection 3(h) of the Employment Agreement:“Subject to the approval of the Committee and the following conditions, Executive shall beawarded a retention bonus (the “Retention Bonus”) of $800,000, of which amount 50% shall bepayable on June 30, 2009 (the “First Payment Date”) and the other 50% on June 30, 2010 (the”Second Payment Date”). Executive shall not receive any unpaid portion of the RetentionBonus if he voluntarily terminates his employment as provided in Section 6.4 of thisAgreement prior to either Payment Date, or if he is terminated for Cause by the Company asprovided for in Section 6.2 of this Agreement prior to either Payment Date. If Executive’semployment is terminated by the Company Without Cause, or if he terminates his employmentfor Good Reason as provided for in Section 6.3 of this Agreement, then the payment dates forany unpaid portion of the Retention Bonus shall be accelerated to the date of suchtermination.”
 

 
5. The following language is added at the end of Section 6.7 of the Employment Agreement:“The Company shall furnish the release to Executive as soon as practical, but in no eventmore than ten (10) days after the date on which Executive’s employment is terminated. IfExecutive executes and delivers such release to the Company prior to March 15 of the yearfollowing the year in which his employment is terminated (or, if Executive has the right torevoke such release pursuant to the Age Discrimination in Employment Act or any otherapplicable law, executes and delivers such release at such time that such revocation periodwill expire prior to such March 15), then all Payments (as defined in Section 6.8) thatwould otherwise have been paid prior to the date on which the release is executed anddelivered shall be paid to Executive in a lump sum, without interest, as soon as practicalafter such release is delivered (or such revocation period expires), but not later than suchMarch 15. If Executive fails to execute and deliver such release prior to the date setforth in the preceding sentence, then the Company shall have no obligation to pay toExecutive any Payments that would otherwise have been payable prior to such March 15.”6. Section 6.8 of the Employment Agreement is hereby deleted, and the following language ishereby substituted in its place and stead as Section 6.8 of the Agreement:“**Involuntary Termination Rule.**Any term or provision of this Section 6 or elsewhere in theAgreement to the contrary notwithstanding, the following provisions shall apply to anypayments to be made to Executive pursuant to Section 6.1 on termination by reason ofPermanent Disability, Section 6.3, or Section 6.5(a) (collectively the “Payments”):(a) Each Payment to be made on a separate date shall be treated as a separate Payment forpurposes of §409A of the Code.(b) The aggregate amount of all Payments, if any, payable after March 15 of the yearfollowing the year that includes the date of such involuntary termination (the “TerminationDate”) but before the date that is six months after the Termination Date (increased by anyother amounts of taxable compensation paid to the Executive during such period that wouldnot have been paid but for such termination) shall not exceed two times the lesser of (i)Executive’s Base Compensation on the last day of the year immediately prior to the year thatincludes the Termination Date or (ii) the limit in effect under §401(a)(17) of the Codeduring the year that includes the Termination Date, as determined by the Company.(c) To the extent the Payments payable during the period described in subparagraph (b) abovewould otherwise exceed the limit of subparagraph (b), such Payments shall be reduced to theextent necessary to satisfy the requirement of subparagraph (b) as determined by theCompany, and the amount by which the Payments are reduced will be paid to Executive in alump sum, without interest, on the first business day that is six months after theTermination Date as determined by the Company. However, if Executive dies during suchperiod, the limits of subparagraph (b) shall not apply to Payments to the Executive’sbeneficiaries or estate.
 

 
(d) If Executive’s termination of employment does not constitute a “separation from service”as defined in §409A of the Code, as determined by the Company, then all Payments that wouldotherwise be payable after March 15 of the year following the year that includes theTermination Date, and that exceed the limit described in Section 6.8(b), shall be deferreduntil six months after Executive has incurred a separation from service, as so defined, andall Payments that are so deferred shall be paid in a lump sum, without interest, on thefirst business day that is at least six months after Executive has incurred a separationfrom service.”7. Except as otherwise expressly provided in this Amendment, all terms and provisions of theEmployment Agreement remain in full force and effect.**IN WITNESS WHEREOF**, the parties have entered into this Amendment effective as of the date set forthhereinabove.         **CONTINENTAL CASUALTY COMPANY**   **D. CRAIG MENSE**           By: /s/ Thomas Pontarelli               Title: Executive Vice President   /s/ D. Craig Mense