exv10w17w1






	 	 	 
		 	Exhibit 10.17.1






	 	 	 
	333 South Wabash, 40-South, Chicago, IL 60604



	 	Stephen W. Lilienthal 

Chairman & Chief Executive Officer 
	August 8, 2008

	 	Telephone (312) 822-2163
	 	Facsimile (312) 822-1330
	 	Internet stephen.lilienthal@cna.com





Thomas Pontarelli

1326 Evergreen Court

Glenview, IL 60025


Dear Tom,


We are pleased to offer you a special deferral bonus. Provided that you are employed by the
Company on the date each installment of the bonus is to be paid, the special deferral bonus of
$600,000, less applicable withholding taxes, will be paid in two installments as follows: the
first payment, $300,000 will be paid to you June 30, 2009; the second payment, $300,000, will be
paid to you on June 30, 2010. Except as otherwise provided in paragraph 1 below, no bonus payment
will be made in the event that you are not employed by the Company on each bonus payment date. By
entering into this agreement, you agree to comply with all of the Covenants (as defined in
Attachment A) and conditions contained in this agreement and the attachments hereto (which are
incorporated into this agreement by reference). If your employment with the Company should end,
the special deferral bonus shall be handled as follows:



	1.	 	If the Company terminates you for Convenience or Performance, it will pay you the unpaid
portion of the special deferral bonus within 30 days following the termination and you will
not be required to repay any special deferral bonus amounts paid to you during the twelve
months immediately preceding your termination date. You agree to execute a General Release
and Settlement Agreement as provided by the Company in order to receive this unpaid portion.

	 
	2.	 	If the Company terminates you for Cause the Company will not pay you any portion of the
special deferral bonuses remaining unpaid at the time of termination, and you agree to repay,
within 30 days of your termination, any special deferral bonus amounts paid to you during the
twelve months immediately preceding your termination date. If repayment of the special
deferral bonus or any portion thereof occurs within the same calendar year in which you were
paid the special deferral bonus, you agree to repay the net payment amount (i.e. gross payment
less taxes). If repayment of the special deferral bonus or any portion thereof occurs after
the end of the calendar year in which you were paid the special deferral bonus, you agree to
repay the gross payment amount.

	 
	3.	 	If you decide to voluntarily terminate your employment with the Company, the Company will not
pay you any portion of the special deferral bonuses remaining unpaid at the time of
termination.






In addition, we have agreed to extend the special severance pay and benefits continuation
arrangement outlined in my letter to you dated June 18, 2007 (the “Original Letter Agreement”)
through December 31,


Initials: CNA:_/s/ SL


Employee: /s/ TP


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2010. Therefore, the date in the third sentence of the Original Letter
Agreement is hereby extended from December 31, 2009 to December 31, 2010.



Any terms or conditions in this letter agreement to the contrary notwithstanding, the Original
Letter Agreement, as amended herein, remains in full force and effect and is hereby ratified in its
entirety. Further, in the event of a conflict between the terms and conditions of this letter
agreement and those of the Original Letter Agreement, the terms and conditions of the Original
Letter Agreement (as hereby extended through December 31, 2010) shall continue to govern and
control the special severance pay and benefits described therein.



In all events, regardless of the reason for termination, whether you are required to repay any
portion of the special deferral bonus, or whether you have any dispute with the Company, you agree
to remain obligated under the Covenants and conditions in this agreement and in the attachments
hereto. In the event you breach any provision of this agreement, you agree that the Company shall
not be limited in the relief it may obtain for such breach to recovery of any special deferral
bonus paid to you, but that the Company shall also have the right to seek any other relief that
might be available to the Company including, but not limited to, injunctive relief.



This letter agreement is highly confidential and by accepting this letter agreement, you agree not
to disclose to or discuss this agreement or any other matter related to the special deferral bonus
or any other matters referenced in this letter agreement with any former or current CNA employee
other than your manager or a human resources representative.



All other terms and conditions of your employment with the Company remain in full force and effect,
including your obligation to comply with the Company’s policies and procedures (except that this
agreement prevails to the extent of any inconsistencies with those policies and procedures).
Neither this letter agreement nor any other Company procedures and communications are a promise or
guarantee of future or continued employment. Nothing in this agreement affects your right (or the
Company’s right) to end the employment relationship between you and the Company at any time and for
any reason.



Agreed:




	 	 	 	 	 
	/s/ Thomas Pontarelli

	 	8/18/08
	 	 
	 

	 	 	 	 
	Thomas Pontarelli

	 	Date	 	 
	 
	 	 	 	 
	Continental Casualty Company
	 	 	 	 
	 
	 	 	 	 
	/s/ Stephen W. Lilienthal

	 	8/18/08	 	 
	 

	 	 	 	 
	Stephen W. Lilienthal

	 	Date	 	 





Response period: You will have up to 30-days from the date of this agreement to
sign and accept the terms of this offer.



Attachments:                     Attachment A – Definitions/Covenants




Initials: CNA:_/s/ SL




Employee: /s/ TP



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Attachment A




DEFINITIONS/COVENANTS



Cause – means termination of your employment if in the judgment of the Company’s Chief Executive
Officer you





	i)	 	breach this agreement or any other written agreement between you and the Company;







	ii)	 	take any action or fail to act in any manner that constitutes misconduct, willful malfeasance
or gross negligence, or involves fraudulent, dishonest, or unethical conduct with respect to
your work for the Company;







	iii)	 	violate any law or regulation applicable to your work for the Company, or you violate in any
material respect any written policy or procedure of the Company; or







	iv)	 	engage in conduct that results in adverse publicity or harm to the business or reputation of
the Company.





Company – means Continental Casualty Company, its parent entities, subsidiaries or affiliates.



Convenience – means termination of your employment for a reason other than death, disability, Cause
or Performance.



Performance – means your performance is a level 4, or equivalent, as determined by your management
at any time during a performance period.



Covenants –





	i)	 	You agree that for a period of 24 months following the termination of your employment with
the Company you will not:







	 	(a)	 	  employ or engage as a contractor or consultant,

	 
	 	(b)	 	  offer to employ or engage as a contractor or consultant, or

	 
	 	(c)	 	  solicit for employment or engagement as a contractor or consultant,







	 	 	any person who was employed by the Company at any time within 12 months before such
employment, engagement, offer or solicitation.

	 
	ii)	 	You agree there is a significant risk of disclosure and use of the Company’s secret or
confidential information and disruption to the Company’s client relationships if former
Company employees work together at another property/casualty insurer, which would irreparably
harm the Company’s interests in confidential information, client relationships and a stable
workforce. Therefore, you agree that for a period of 24 months after the termination of your
employment with the Company, you will not:







	 	(a)	 	accept an offer of employment or an offer to work as a contractor or consultant
made, directly or indirectly, by or on behalf of a Former Employee (defined below) or
enter into any other business relationship with a Former Employee in the commercial
property/casualty insurance business or






Initials: CNA:_/s/ SL




Employee:_/s/ TP




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	 	b)	 	provide services as an employee, contractor, consultant or otherwise to any
business involved in commercial property/casualty insurance that would result in:







	 	1)	 	your being supervised, directly or indirectly, by a Former Employee, or

	 
	 	2)	 	your working with a Former Employee with whom you had a direct or
indirect reporting relationship at the Company or with whom you worked in the same
line(s) of business or business segment(s) (or, if applicable, within the same staff
function or service department) at the Company.







	 	 	This covenant will only apply if you voluntarily terminate your employment with the Company
for any reason. .

	 
	 	 	A “Former Employee” is any person employed by the Company during the 12 months preceding
your termination who occupied a position at a salary band greater than 220 or its
equivalent.

	 
	iii)	 	You agree that for a period of 24 months after the date of your termination of employment
from the Company you will not solicit, or direct others to solicit, Company customers. You
further agree that for a period of 24 months after the date of your termination of employment
with the Company you will not solicit agents or brokers, or direct others to solicit agents or
brokers, to move Company business away from the Company or to limit the amount of business the
agents or brokers do with the Company. This covenant is not intended to prohibit you from
working in the insurance industry or from working for another commercial insurance company.
You do, however, agree that you cannot interfere with the Company’s relationships as described
for the period of time referenced above.

	 
	iv)	 	You agree that while you are employed by the Company, and at all times after your employment
with the Company ends, you will hold in a fiduciary capacity for the benefit of the Company
all trade secret, proprietary or confidential information, and non-public knowledge or data
relating to the Company or its customers. You agree that you will not use such information,
knowledge or data except to perform your work for the Company and, further, that you will not
disclose, divulge or in any way communicate such information, knowledge or data to anyone who
is not authorized by the Company to receive it.

	 
	v)	 	You agree that during the 24 month period following the termination of your Company
employment, you will cooperate fully with and assist the Company, at the Company’s expense, in
any pending or threatened claims or other legal matters by or against the Company relating to
matters in which you were involved during your employment with the Company and, unless
precluded by law, to inform the Company promptly if you are requested to assist or to
participate in any legal matter against the Company.






Enforcement -



You agree that your obligations to the Company in this letter agreement are necessary to protect
its legitimate business interests, are reasonable in scope and duration, and will not cause you a
financial hardship or prevent you from pursuing employment opportunities in the property-casualty
insurance industry.



You agree that the letter agreement which includes and incorporates by reference, this Attachment A
shall be governed by and interpreted in accordance with Illinois law (without regard to its
conflict of law rules). In the event of any action against you to enforce the terms of the letter
agreement or its attachments, you consent to the jurisdiction of the Illinois federal and state
courts.




Initials: CNA:_/s/ SL




Employee:_/s/ TP




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In this letter agreement, “person” means both individuals, entities, organizations and groups; and
the terms “including” means “including without limitation.” If this agreement prohibits you from
taking an action, you may not take the action directly or indirectly, or alone or in concert or
association with others.



If a court with proper jurisdiction determines that any provision of the letter agreement, this
Attachment A is unreasonably broad or otherwise unenforceable, the court may modify such provision
as necessary to be enforceable, and the provision shall be enforced as modified. If a court
refuses, however, to enforce a provision either as drafted or modified, then that provision will be
disregarded and all of the remaining provisions of this agreement will still be enforced.




Entire Agreement –



This agreement (which includes the letter agreement, the Original Letter Agreement and this
Attachment A) is the exclusive statement of the agreement between the Company and you regarding the
subjects covered by this agreement. In entering into this agreement, you agree that you have not
relied on any representation, inducement or agreement made by the Company or anyone acting on the
Company’s behalf that is not fully and expressly set out in this agreement.



No waiver or modification of any provision of this agreement or any rights or obligations of you or
the Company will be effective unless made in writing and signed by all parties to this
agreement.



Application of Code §409A –



It is the understanding and intention of the Company that the special deferral bonus and separation
pay to be paid to you pursuant to the letter agreement are exempt from the rules applicable to
deferred compensation under §409A of the Internal Revenue Code as short-term deferrals, and to the
maximum extent possible the letter agreement shall be interpreted and administered in accordance
with that understanding, or in accordance with §409A to the extent it is determined that any
payment is subject to §409A. However, the Company does not guaranty that such payments will not be
subject to §409A, and in no event will the Company have any liability for payment of any penalty
that may be imposed on you under §409A.




Initials: CNA:_/s/ SL




Employee:_/s/ TP




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