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good and valuable consideration, the sufficiency of which is hereby acknowledged, the partieshereto agree as follows:     1. Section 1 of the Employment Agreement is hereby amended by replacing “Monday, June 8, 2009”with “Thursday, January 1, 2009”.     2. Because the financial markets are closed on January 1, 2009, however, Sections 3(d) and3(e)(i) of the Employment Agreement are hereby amended so that the grants of SARs and RSUsthereunder that were to be made on the Commencement Date shall instead be made the first businessday following the Commencement Date. In addition, Section 3(e)(ii) of the Employment Agreement ishereby amended so that the grant of RSUs thereunder that was to be made on the Commencement Date(x) shall instead be made in the first calendar quarter of 2009, (y) shall be made on terms andconditions that are consistent with the Employment Agreement (including, without limitation,Section 3(e)(ii) thereof) and otherwise no less favorable to the Executive than those that apply tocorresponding grants to other senior executive officers of the Company and (z) in the thirdsentence the phrase “Commencement Date” shall be replaced with the phrase “date of grant”.     3. Section 6.3(d) of the Employment Agreement is hereby amended by replacing “June 8, 2009”with “January 1, 2009”.
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     4. From the effective date of this Amendment until December 31, 2008, the Executive agrees toparticipate in orientation activities at the Executive’s convenience, which may include receivingwritten materials, meeting with representatives of the CNA Companies at the convenience of theExecutive, and similar activities. In connection with such orientation activities, the Companyshall not cause the Executive to take any actions that would violate the Restrictive Covenants.     5. The Executive agrees that, from and after the effective date of this Amendment, he shallnot reveal to or utilize for the benefit of, any person or entity other than the CNA Companies orany of their Affiliates, Confidential Information that he acquires during the course of or as aresult of his orientation with the Company pursuant to this Amendment and that relates to (x) theCNA Companies and any of their Affiliates or (y) the CNA Companies’ customers, employees, agents,brokers and vendors. The Executive acknowledges that all such Confidential Information iscommercially valuable and is the property of the CNA Companies. Notwithstanding the foregoing,however, such Confidential Information may be used and disclosed to the extent permitted underSection 7(a) of the Employment Agreement.     6. In the third sentence of Section 17(a) of the Employment Agreement, (x) the phrase “(asamended)” shall be replaced with the phrase “(as amended, waived, or released)” wherever itappears, and (y) the phrase “(as amended, waived or released)” shall be added after each of thephrases “March 2, 2008”, “March 1, 2007” and “March 12, 2008”. In the second sentence of Section17(c) of the Employment Agreement, the phrase “will not at any time
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violate” shall be replaced with the phrase “will not at any time knowingly or intentionallyviolate”.     7. The Executive shall be entitled to indemnification and advancement, in accordance withSection 18 of the Employment Agreement, for any Claim that is based on actions (or inactions) ofthe Executive on or after the date hereof (x) under Section 4 of this Amendment or (y) in thecourse of performing services for (or at the request of) the Company or any of its Affiliates, ineither case, otherthan any Claim that is based on an alleged breach by theExecutive of the Restrictive Covenants, which breach is finally determined both to have occurredand to have been knowing or intentional. Section 19 of the Employment Agreement shall apply onlyto the extent that the Executive is not entitled to indemnification and advancement under Section18 of the Employment Agreement, as amended by the preceding sentence.     8. Except as modified by this Amendment, the Employment Agreement remains in full force andeffect in accordance with its terms, covenants, and conditions, all of which are hereby ratifiedand confirmed by the Executive and the Company. In addition, this Amendment and the EmploymentAgreement, as amended by this Amendment contain the entire agreement of the parties with regard tothe subject matter hereof, and supersedes all prior agreements and understandings, written or oral,with respect to such subject matter.
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     9. No provision in this Amendment may be amended unless such amendment is set forth in awriting that expressly refers to the provision of this Amendment that is being amended and that issigned by the Executive and an authorized officer of the Company.     10. This Amendment shall be governed, interpreted, performed and enforced in accordance withits express terms, and otherwise in accordance with the laws of the State of Delaware (withoutregard to choice of law or conflict of laws principles), to the extent not displaced by federallaw.     11. This Amendment may be executed in one or more counterparts, each of which shall be deemedto be an original copy of this Amendment and all of which, when taken together, shall be deemed toconstitute one and the same agreement. Signatures delivered by facsimile shall be deemed effectivefor all purposes.[*Signatures to follow on subsequent page*]
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     **IN WITNESS WHEREOF**, the parties hereto have executed this First Amendment to EmploymentAgreement as of the date stated above.     **CNA FINANCIAL CORPORATION**