(iii) the Executive’s post-termination benefit continuation period under Section6.3(c) shall end on June 8, 2012,          (iv) for avoidance of doubt, the termination payments pursuant to Section 6.3(a)(ii)shall commence on termination of employment, subject to Section 6 of this Amendment, and          (v) for avoidance of doubt, the determination of amounts owing pursuant to Section6.3(a)(iv) shall continue to be based on the continuation of employment through December31, 2008 rather than any subsequent termination date;          (c) The Executive shall be entitled to his tax return preparation benefit under Section 4 forhis 2009 taxable year (as well as his 2008 taxable year); and          (d) In the event that the Executive’s employment terminates because of a CEO Succession, inaddition to the Executive’s entitlements under Section 2(b) and Section 2(c) of this Amendment,payments to the Executive (or his estate in the event of his death) shall continue following suchtermination:          (i) in regular payroll installments of his Base Compensation provided under Section3(a) (as in effect on the date hereof) through December 31, 2008, and          (ii) from January 1, 2009 until June 8, 2009 in regular payroll installments of basesalary in an amount equal to the annual rate of 400% of his Base Compensation providedunder Section 3(a) (as in effect on the date hereof).     3. In lieu of the provisions of Section 6.5:          (a) In the event that the Executive’s successor commences employment with the Company (or anyaffiliate) as Chief Executive Officer (a “CEO Succession”) at any time prior to June 8,2009, the Executive’s employment may continue as provided in this Section 3(a). The Executive mayassume the position of “Strategic Advisor to the Chief Executive Officer” and thereupon shall beavailable to provide such services to the Company as his successor may request and the Executivemay agree, as provided below. Such services may include, by way of illustration, advice withrespect to (i) general corporate and organization matters, (ii) development and marketing ofproducts, (iii) customer and distribution force relations, (iv) strategic directions and businessunit strategies, (v) cost reduction and organizational efficiencies or (vi) insurance industry andtrade organizational matters. The Executive shall not be required to perform any specificservices, to provide services at any specific location, at any specific time or for any specificduration or frequency, or to be present at the Company’s offices, other than as shall be acceptableto the Executive in his sole discretion and agreeable to his successor. For the avoidance ofdoubt, the Executive may, at any time while he is Strategic Advisor to the Chief Executive Officer,terminate his employment. If the Executive’s employment terminates for any reason at any timeduring which he is Strategic Advisor to the Chief Executive Officer, such termination shall be atermination because of a CEO Succession and the Executive shall be entitled to the payments andother entitlements under Section 2(d) (if such termination occurs on
 

 
or prior to December 31, 2008) or Section 4 (if such termination occurs after December 31,2008) of this Amendment.          (b) Unless the Executive’s employment shall have terminated on or prior to December 31, 2008,effective January 1, 2009 and continuing until the earlier of the date of the Executive’stermination of employment for any reason or June 8, 2009:          (i) The Executive shall receive a base salary in regular payroll installments duringsuch period of employment at the annual rate of 400% of his annual Base Compensation ineffect on the date hereof;          (ii) The terms of Section 4 and 5 as in effect immediately prior to the date of thisAmendment, governing the Executive’s entitlement to benefits, perquisites and expensesduring employment, shall continue to apply and shall be in addition to Executive’s basesalary under Section 3(b)(i) of this Amendment; and          (iii) The Executive’s annual Bonus for calendar year 2008 shall not be prorated, andshall otherwise be paid in accordance with Section 3(b);provided, the Executive shall not be entitled to an annual Bonus, or stock option orequivalent (SARs paid in stock) awards or any other incentive compensation award forperformance periods beginning after December 31, 2008.     4. Any termination of the Executive’s employment for any reason after December 31, 2008including, without limitation, the Executive’s voluntary termination, shall be regarded as atermination of the Executive’s employment under Section 6.3 and the Executive shall receive allpayments and other entitlements provided thereunder and shall be entitled to his tax returnpreparation benefit under Section 4 for his 2009 taxable year (as well as his 2008 taxable year);provided:          (a) for avoidance of doubt:          (i) the termination payments pursuant to Section 6.3(a)(ii) shall commence upontermination of employment (which date may not necessarily be June 8, 2009), subject toSection 6 of this Amendment, and          (ii) for purposes of Section 6.3(a)(ii), (A) the amount under Section 6.3(a)(ii)(x)shall be based on the Executive’s Base Compensation in effect on the date hereof and(B) the amount under Section 6.3(a)(ii)(y) shall be based on two times the Executive’starget Bonus for 2008 (*i.e.,*two times $1,450,000),          (b) Section 6.3(a)(iii) shall not apply,          (c) for avoidance of doubt, the determination of amounts owing pursuant to Section 6.3(a)(iv)shall continue to be based on the continuation of employment through December 31, 2008 rather thanany subsequent termination date, and          (d) if such termination occurs because of a CEO Succession:
 

 
          (i) the Executive (or his estate in the event of his death) shall continue to receivethe payments and other entitlements until June 8, 2009 under Sections 3(b)(i), (b)(ii) and(b)(iii) of this Amendment notwithstanding such termination, which payments and otherentitlements shall be in addition to the Executive’s payments and other entitlements underthe above provisions of this Section 4 of this Amendment,          (ii) the post-termination period to exercise the Executive’s vested stock options (andSARs) under Section 6.3(b) shall end on June 8, 2010 (or any earlier date on which suchstock options or SARs would have expired had the Executive remained employed with theCompany during such period), and          (iii) the post-termination benefit continuation period under Section 6.3(c) shall endon June 8, 2012.     5. In all events, the 24-month Restriction Period under Section 8 shall commence on the firstto occur of (a) the date of the Executive’s termination of employment and (b) January 1, 2009.     6. It is intended that any amounts payable and benefits provided to Executive under thisAgreement shall comply with the provisions of Section 409A and the Treasury Regulations relatingthereto so as not to subject Executive to the payment of interest and additional tax which may beimposed under Section 409A. In furtherance of this intent, anything to the contrary hereinnotwithstanding, to the extent that Section 409A is applicable, no amounts shall be payable toExecutive before such time as such payment fully complies with the provisions of Section 409A,including any required 6-month postponement of payment that is payable upon a separation fromservice (in which case any postponed payment shall be paid in a lump sum together with the firstscheduled payment due to the Executive upon the expiration of such 6-month period), to the extentrequired under Section 409A(a)(2)(B)(i) and the Treasury Regulations thereunder. To the extentthat any regulations or other guidance issued under Section 409A after the date of this Amendmentwould result in the Executive being subject to payment of interest and additional tax under Section409A, the Company and the Executive shall further amend the Employment Agreement to continue tocomply with Section 409A. For all purposes under this Amendment and the Employment Agreement, theExecutive’s employment shall not be considered to have “terminated” prior to the date on which theExecutive incurs a “separation from service” under Treasury Regulation Section 1.409A-1(h). Inaccordance with Treasury Regulation Section 1.409A-2(b)(2)(iii), the payments due to the Executivepursuant to Section 2(d) and Section 4(d)(i) of this Amendment shall be treated as a right to aseries of separate payments for all purposes of Section 409A.     7. The Company shall pay the Executive’s professional fees incurred to negotiate and preparethis Amendment, grossed up to the extent any amount is taxable to him.     8. The Employment Agreement is ratified, affirmed and continued as amended by this Amendment.[Signature Page Follows]
 

 
     **IN WITNESS WHEREOF**, the parties have entered into this Amendment effective as of the datefirst set forth above.CNA FINANCIAL CORPORATION     By: Jonathan D. Kantor       Title: Executive Vice President and General Counsel     STEPHEN W. LILIENTHAL     /s/ Stephen W. Lilienthal