4. Section 3(f) of the Employment Agreement is hereby deleted, and the following language issubstituted in its place and stead as Section 3(f) of the Employment Agreement:“For avoidance of doubt respecting awards to Executive under Section 3(b), 3(c) and 3(d),3(e) and 3(i) hereof, the provisions of the Plan relating to the deferral of payments tosatisfy Section 162(m) of the Internal Revenue Code of 1986 (“Code”) or any successorprovision shall apply. The Company will defer until the first tax year in which itreasonably anticipates, or should reasonably anticipate, that deductibility is not limitedby said Section 162(m) the payment of all compensation to which Executive is entitled underthis Agreement and/or the Plan which the Company reasonably anticipates would benon-deductible under said Section 162(m) or any successor provision with respect todeductibility of executive compensation if paid in the tax year in which it would otherwisebe payable; provided that such amounts shall in any event be paid not later than the periodbeginning on the date on which Executive separates from service (as defined in Section 409Aof the Code) and ending on the later of the last day of the year in which the Executiveseparates from service or the fifteenth day of the third month following the separation fromservice; and provided further, that if any payment is deferred pursuant to this Section 3(f)until after Executive has separated from service and Executive is a specified employee asdefined in Section 409A on the date of the separation from service, the preceding provisoshall be applied by substituting the day that is six months after Executive’s separationfrom service for the date of separation from service.”5. The following language is hereby added as Subsection 3(i) 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 $500,000, 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.”6. 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 to Executive any Payments that would otherwise havebeen payable prior to such March 15.”7. 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.”8. 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**   **LARRY A. HAEFNER**           By: /s/ Thomas Pontarelli               Title: Executive Vice President   /s/ Larry A. Haefner