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President; provided, however, that nothing in this Agreement shall require that any CNAInsurance Companies elect Executive to its board of directors.          (b) Executive shall diligently and to the best of his abilities assume, perform, and dischargethe duties and responsibilities of Executive Vice President of the CNA Insurance Companies, aswell as such other specific duties and responsibilities as the President shall assign or designateto Executive from time to time not inconsistent with Executive’s status. Executive shall devotesubstantially all of his working time to the performance of his duties as set forth herein andshall not, without the prior written consent of the President, accept other employment or render orperform other services, nor shall he have any direct or indirect ownership interest in any otherbusiness which is in direct or indirect competition with the business of the Company or the CNAInsurance Companies, other than in the form of publicly traded securities constituting less thanfive percent (5%) of the outstanding securities of a corporation (determined by vote or value) orlimited partnership interests constituting less than five percent (5%) of the value of any suchpartnership. The foregoing shall not preclude Executive from engaging in charitable, professional,and personal investment activities, provided that, in the judgment of the President, suchactivities do not materially interfere with the performance of his duties and responsibilitieshereunder.          (c) The services to be provided by Executive in accordance with this Agreement shall beperformed principally at the Company’s New Jersey office or such other location or locations as thePresident may require from time to time. It is understood and agreed by the parties hereto that,Executive shall also be required to perform services on a regular basis at the Company’s offices inChicago and that, regardless of where Executive is required to perform services in accordance withthis Agreement, Executive shall maintain his residence in the New York City area, unless Executive,in his sole discretion, relocates his residence to the Chicago, Illinois area.          3. **Compensation**.          (a) During the Term, the Company shall pay to Executive for the period he is employed by theCompany hereunder, an annual base salary of $650,000.00 (the “Base Compensation”). The BaseCompensation shall be payable not less frequently than in monthly increments. At the discretion ofthe President and/or the Incentive Compensation Committee (the “Committee”) of the Board ofDirectors of CNA Financial Corporation (“CNAF”), such salary rate may be increased annually as ofeach March occurring during the term of the Agreement, beginning with March 2007, based on marketconsiderations, responsibilities and performance. In no event
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shall Executive’s salary rate be reduced to an amount that is less than the amount specifiedin this Section 3(a) without Executive’s written consent, or to an amount that is less than theamount that he was previously receiving without Executive’s written consent.          (b) The Executive shall be eligible for an annual incentive cash award (“Bonus”) pursuant tothe CNA Financial Corporation 2000 Incentive Compensation Plan (the “Plan”)., The Executive’starget Bonus thereunder shall not be less than the rate of one-hundred percent (100%) of his BaseCompensation for each twelve month bonus period as determined by the Company and/or the Committee.In no event shall the target Bonus be reduced without the Executive’s written consent. The amountof the Bonus shall be based on the President’s assessment of Executive’s performance, and shall bedetermined and payable in accordance with the terms of the Plan as set forth in the Plan documents;however, if Executive is a proxy-named officer, the amount of the Bonus shall be based on theCommittee’s assessment in its sole discretion of Executive’s performance, and shall be determinedand payable in accordance with the terms of the Plan, as set forth in the Plan documents. Provided,further, that the Committee shall have unlimited negative discretion under the Plan to decrease theamount of Executive’s Bonus for any year.          (c) Executive shall be eligible to receive a long-term Incentive cash award (“LTI”), inaccordance with the terms of the Plan, as may be in effect during the Term or such other long termincentive plan as the Company may from time to time adopt for its senior officers. The Executive’starget long-term incentive cash award shall be 20 percent (20%) of his Base Compensation during thethree year performance period as determined by the Company and/or the Committee. In no event shallthe target award be reduced without the Executive’s written consent. Actual payout of the long-termincentive cash award may range from 0% to 200% of target, based on the Company’s overall businessresults and performance as determined by the Committee in its sole discretion.          (d) Subject to the approval of the Committee, Executive shall be awarded a minimum stockoption grant of 20,000 shares of CNA Financial Corporation (“CNAF”) common stock annually beginningwith the 2007 performance year, during the term of Executive’s employment under this Agreement.Such annual grant may be increased at the recommendation of the President and upon approval of theCommittee, subject to share availability. Executive’s rights
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with respect to shares awarded hereunder shall be subject to the terms of the Plan, shareavailability and approval by the Committee.          (e) Executive shall be awarded a Signing Bonus (the “Signing Bonus”) in the amount of$500,000, payable provided Executive is actively employed by the Company at the end of the Term oron December 31, 2009 (except as otherwise provided in Section 6.1 hereof) and will be depositedinto the Executive’s CNA Supplemental Executive Savings and Capital Accumulation Plan (the“SES-CAP”) account in the next pay cycle immediately following December 31, 2009.          (f) For avoidance of doubt respecting awards to Executive under Section 3(b), 3(c), 3(d) and3(e) hereof, the Committee shall retain such discretion as may be provided under the Plan tosatisfy Section 162(m) of the Internal Revenue Code of 1986 (“Code”) or any successor provision.The Company may defer the payment of all compensation to which Executive is entitled hereunder orotherwise to enable it to comply with Section 162(m) of the Code or any successor provision withrespect to deductibility of executive compensation. Subject to Section 162(m) of the Code and anyother applicable laws or regulations as interpreted by the Company, deferred compensation may becredited to the Executive’s SES-CAP account and, if so credited, shall be subject to the termsthereof**.**          (g) The parties acknowledge that they have entered into a “Special Retirement DeferralAgreement” dated February 5, 2001. To the extent the provisions of Paragraph 5 thereof aredifferent from those of this Agreement, this Agreement shall govern.          (h) Executive’s pensionable earnings under the CNA Retirement Plan, the CNA SupplementalExecutive Retirement Plan (“SERP”), the Savings & Capital Accumulation Plan (“S-CAP”), and the CNASupplemental Savings & Capital Accumulation Plan (“SES-CAP”) will be calculated and payable asspecified in the respective plan documents, as amended from time to time, and also subject to therequirements of any other applicable laws or regulations as interpreted by the Company.          (i) All payments due under this Agreement shall be subject to withholding as required by law.
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          4. **Other Benefits**. Executive shall be entitled to continue to participate in the variousbenefit plans, programs or arrangements established and maintained by the Company from time to timeand applicable to senior executives of the Company such as, but not by way of limitation, medicalbenefits, dental benefits, life insurance, long-term disability insurance, both qualified andsupplemental defined contribution plans, and to receive all fringe benefits made available tosenior executives of the Company, including but not limited to club membership and tax returnpreparation. Executive’s entitlement to participate in any such plan, program or arrangement shall,in each case, be subject to the terms and conditions of the Company’s policies with regard to suchplans, programs or arrangements as adjusted by the Company from time to time in its solediscretion. Executive shall not be eligible for paid time off (“PTO”) under the Company’s PTOpolicy. In the event of termination of employment, Executive’s severance shall be determined solelyin accordance with Section 6 hereof.          5. **Expense Reimbursement**. Executive shall continue to be entitled to reimbursement by theCompany for all reasonable and customary travel and other business expenses incurred by Executivein carrying out his duties under this Agreement, in accordance with the general travel and businessreimbursement policies adopted by the Company as adjusted from time to time. Executive shall reportall such expenditures not less frequently than monthly accompanied by adequate records and suchother documentary evidence as required by the Company or by Federal or state tax statutes orregulations governing the substantiation of such expenditures.          6. **Termination of Employment**. If Executive’s employment with the Company shall terminateduring the term of this Agreement, the following conditions set forth herein shall apply withrespect to the Executive’s compensation and benefits hereunder. Either party may terminateExecutive’s employment with the Company during the term of this Agreement by written notice to theother party, effective as of the date specified in such notice and Executive’s employment shallautomatically terminate in the event of Executive’s death. Upon termination of Executive’semployment during or at the end of the term of this Agreement, the rights of the parties under thisAgreement shall be determined pursuant to this Section 6. All payments to be made hereunder shallbe made either to Executive or to his personal representatives, heirs or beneficiaries, as the casemay be. In the event of Executive’s termination during the term of this Agreement, unless otherwisespecified in this Agreement Executive’s rights, if any, under any of the Company’s definedcontribution, benefit, incentive or other plans of any nature shall be governed by the respectiveterms of such plans.
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          6.1 **Death and Disability**. In the event of the death of Executive or, at the Company’selection, in the event of his Permanent Disability (as defined below) during the term of thisAgreement, provided it has not already terminated, Executive’s employment shall terminate;provided, however, that:          (a) The Company shall pay to Executive or his personal representatives, heirs or beneficiariesas the case may be, an amount equal to his: (i) unpaid base salary and current year’s target Bonusand CNA long-term incentive cash award prorated to the date of termination; (ii) any previousyear’s earned but unpaid Bonus based upon actual or discretionary payouts, if any; and (iii) unpaidcash entitlements, if any, earned by Executive or payable to his beneficiaries as of the date oftermination which, pursuant to the terms of any applicable Company plan or program (which unpaidcash entitlements under this Section 6.1(a)(iii) shall not include any unpaid Bonus or any unpaidlong-term incentive cash award or other award under the Plan), accrued prior to the date oftermination, except that the Signing Bonus shall be payable as provided for, and subject to theterms and provisions set forth in this Agreement other than the requirement that Executive beactively employed by the Company at the end of the Term.          (b) For purposes of this Agreement, the term “Permanent Disability” means a physical or mentalcondition of Executive which, as determined by the President based on and consistent with availablemedical information, is expected to continue beyond 26 weeks and which renders Executive incapableof performing any substantial portion of the services contemplated hereunder with reasonableaccommodation compatible with the fulfillment of his duties as described in Section 2 hereinabove.          6.2 **Termination for Cause by the Company**. In the event that Executive shall engage in anyconduct which the President in his sole discretion shall determine to be “**Cause**,” as definedherein, he shall be subject to termination forthwith. For purposes of this Agreement, Cause shallmean engaging in or committing: (i) any act which would constitute a felony or other act involvingfraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty; (ii) asubstantial breach of any material provision of this Agreement; (iii) a willful or recklessmaterial misconduct in the performance of the Executive’s duties; or (iv) the habitual neglect ofduties; provided however, that, for purposes of clauses (iii) and (iv), Cause shall not include any
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one or more of the following: bad judgment, negligence or any act or omission believed by theExecutive in good faith to have been in or not opposed to the interest of the Company (without anyintent by the Executive to gain, directly or indirectly, a profit to which he was not legallyentitled). If the Executive agrees to resign from his employment with the Company in lieu of beingterminated for Cause, he may be deemed to have been terminated for Cause for purposes of thisAgreement.          (a) Upon terminating the Executive for Cause, other than paying the Executive within 30 daysof such termination his: (i) unpaid base salary prorated to the date of termination and (ii) anyprevious year’s earned but unpaid Bonus based upon actual or discretionary payouts, if any; and;(iii) unpaid cash entitlements, if any, earned and accrued pursuant to the terms of any applicableCompany plan or program (which unpaid cash entitlements under this Section 6.2(a)(iii) shall notinclude any unpaid Bonus or any unpaid long-term incentive cash award or other award under thePlan) prior to the date of the date of termination, the Company shall have no further obligationswhatsoever to Executive under this Agreement. In the event of termination for Cause, Executiveagrees to continue to be bound by the covenants set forth herein at Sections 7 through 14,subsequent to the date of such termination for such periods of time as provided for in saidSections respectively. The President shall, in his discretion but in consultation with the Chairmanand Chief Executive Officer of the CNA Insurance Companies and/or the Board of Directors of CNAF,determine whether, in light of all surrounding circumstances, (i) any additional compensationshould be paid to the Executive as a result of Executive being bound by the provisions of Section 9hereinbelow in the event of his termination for Cause and (ii) any modification to the requirementsof said Section 9 in relation to the Executive should be made.          6.3 **Termination by the Company Without Cause / Termination by Executive for Good Reason**. Inthe event Executive’s employment is terminated by the Company “**Without Cause”**(as that term isdefined hereinbelow), or in the event Executive terminates his employment for “**Good Reason**” (asthat term is defined hereinbelow):          (a) The Company shall pay to Executive severance consisting of the sum of: (i) two times theExecutive’s Base Compensation; and (ii) two times Executive’s Bonus at target in effect at time oftermination. The severance shall be paid in a lump-sum within 30 days following termination TheCompany shall also pay the Executive (i) within 30 days of his termination, his unpaid base salaryprorated to the date of termination; (ii) at the time of the
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scheduled March payout date, current year’s target Bonus , if any, and (iii) within 30 days ofhis termination, unpaid cash entitlements, if any, earned accrued pursuant to the terms of anyapplicable Company plan or program prior to the date of the date of termination (which unpaid cashentitlements under this Section 6.3(a)(iii) shall not include any unpaid long-term incentive cashaward or other award under the Plan). Executive agrees to be bound by the covenants set forthherein prior to, as of and subsequent to the termination date. In addition, Executive shallcontinue to participate, at the active employee rates, in such health benefits plans in which he isenrolled throughout the term of the payments set forth in this Section 6.3(a), up to a maximum of24 months, with said period of participation to run concurrently with any period of COBRA coverageto which Executive may be entitled. Other than as set forth in this Section 6.3 (a), the Companyshall have no further obligations to Executive under this Agreement in the event of a terminationof Executive’s employment by the Company Without Cause or any termination of Executive’s employmentby Executive.          (b) “Good Reason” as set forth herein is defined as a reduction in the rate of Executive’sbase salary, annual incentive target or long-term incentive cash target compensation, a requiredrelocation of his personal residence to another geographical area outside of the geographical areawhere Executive resides without Executive’s consent, a material diminution in Executive’s dutiesand responsibilities without Executive’s consent.          (c) “Without Cause” as set forth herein is defined as a termination of the Executive’semployment by the Company for any reason not described in subsections 6.1 and 6.2.In the event of any termination of employment as described in this Section 6.3, Executive agrees tocontinue to be bound by the covenants set forth herein at Sections 7 through 14 subsequent to thedate of such termination for such periods of time as provided for in said Sections respectively.Any term or provision herein to the contrary notwithstanding, the timing and other conditions ofany severance or other payments to be made under this Agreement shall be subject to therequirements of all applicable laws and regulations, whether or not they are in existence or ineffect when this Agreement is executed by the parties hereto.          6.4 **Voluntary Resignation by Executive**. In the event that Executive’s employment isvoluntarily terminated by Executive other than pursuant to subsection 6.3 or as a direct result of
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his death or Permanent Disability (as described in subsection 6.1), the Company shall have nofurther obligations to Executive under this Agreement other than paying the Executive within 30days of such termination his: (i) unpaid base salary prorated to the date of termination and (ii)unpaid cash entitlements, if any, earned and accrued pursuant to the terms of any applicableCompany plan or program (which unpaid cash entitlements under this Section 6.4(iii) shall notinclude any unpaid Bonus or any unpaid long-term incentive cash award or other award under thePlan) prior to the date of the date of termination, the Company shall have no further obligationswhatsoever to Executive under this Agreement. In the event of termination of employment asdescribed in this Section 6.4, Executive agrees to continue to be bound by the covenants set forthherein at Sections 7 through 14 subsequent to the date of such termination for such periods of timeas provided for in said Sections respectively.          6.5 **Failure to Extend Agreement**.          (a) If the Company has not made an offer to Executive by November 30, 2009 to extend hisemployment with the Company under a compensation and severance structure no less favorable toExecutive than the one provided for in this Agreement, Executive’s employment shall terminate onJanuary 1, 2010. Upon the termination of Executive’s employment pursuant to this section, theCompany shall pay Executive severance consisting of: (i) one times the Executive’s BaseCompensation; and (ii) one times Executive’s Bonus at target in effect at time of termination. Theseverance shall be paid in a lump-sum within 30 days following termination The Company shall alsopay the Executive within 30 days of termination: (i) his unpaid base salary prorated to the dateof termination; (ii) unpaid cash entitlements, if any, earned accrued pursuant to the terms of anyapplicable Company plan or program prior to the date of the date of termination (which unpaid cashentitlements under this Section 6.5 (a) shall not include any unpaid Bonus or any unpaid long-termincentive cash award or other award under the Plan). In the event of termination of employment asdescribed in any portion of this Section 6.5, Executive agrees to continue to be bound by thecovenants set forth herein at Sections 7 through 14 subsequent to the date of such termination forsuch periods of time as provided for in said Sections respectively. In addition, Executive shallcontinue to participate, at the active employee rates, in such health benefits plans in which he isenrolled throughout the term of the payments set forth in this Section 6.5 (a), up to a maximum of12 months, with said period of participation to run concurrently with any period of COBRA coverageto which Executive may be
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entitled. Other than as set forth in this Section 6.5 (a), the Company shall have no furtherobligations to Executive under this Agreement in the event of a termination of Executive’semployment by the Company “Failure to Extend Agreement” or any termination of Executive’semployment by Executive.          (b) Notwithstanding the foregoing, if Executive’s employment with the Company terminatesfollowing Executive’s rejection of an offer by the Company to extend the period of the Agreement orto enter into a new Agreement as prior to termination, under a compensation and severance structureno less favorable to Executive than the one provided for in this Agreement or if Executivevoluntarily resigns, then his employment shall be treated as having been terminated in accordancewith Paragraph 6.4 (relating to voluntary resignation), and the sole payments to which he may beentitled shall be governed by said Paragraph.          (c) During such period as the Executive shall continue to be employed by the Company betweenNovember 30, 2009 and December 31, 2009, he shall be paid under the same terms and at the same rateas was in effect on November 29, 2009.          6.6 **Other Benefits**. In the event that Executive’s employment is terminated pursuant toSections 6.1, 6.2 or 6.4, Executive’s coverage under the Company’s short-term disability plan,shall end on the date of termination of employment; Executive’s coverage under the Company’slong-term disability plan shall end on the last day of the month in which termination of employmentoccurs; and Executive’s coverage under the Company’s non-contributory and contributory life,dependent life and accidental death and dismemberment plans shall end on the last day of the monthin which termination occurs. In the event that Executive’s employment is terminated pursuant toSection 6.3, the foregoing shall also apply, except that Executive’s coverage under the Company’scontributory life, dependent life and contributory accidental death and dismemberment plans shallcontinue through the end of any applicable severance period, upon payment of the applicablepremium.          6.7 **Release.**Executive acknowledges that the severance benefits set forth in Section 6 hereofprovides significant additional benefits as compared to those available to the Company’s employeesin general. As a condition precedent to receiving any payments or other benefits pursuant toSection 6 of this Agreement, Executive agrees to sign a full and complete release
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reasonably acceptable to the Company releasing the Company, its subsidiaries and affiliatesand their directors, officers and employees of any and all claims, both known and unknown as of thedate of Executive’s termination of employment with the Company. In the absence of Executive’sexecuting such a release in a form satisfactory to the Company, the Company shall have noobligation to Executive to make any payments or provide any other benefits as provided in saidSection 6.          7. **Confidentiality**. Executive agrees that while he is employed by the Company, and at alltimes thereafter, Executive shall not reveal or utilize information, knowledge or data which isconfidential as defined in this Agreement and learned during the course of or as a result of hisemployment which relates to: (a) the Company and/or any other business or entity in which theCompany during the course of the Executive’s employment has directly or indirectly held a greaterthan a 10% equity interest whether voting or non-voting; and (b) the Company’s customers,employees, agents, brokers and vendors. The Executive acknowledges that all such confidentialinformation is commercially valuable and is the property of the Company. Upon the termination ofhis employment Executive shall return all confidential information and any copies thereof to theCompany, whether it exists in written, electronic, computerized or other form.          8. **“Confidential Information” Defined**. For purposes of this Agreement “confidentialinformation” includes all information, knowledge or data (whether or not a trade secret orprotected by laws pertaining to intellectual property) not generally known outside the Company(unless as a result of a breach of any of the obligations imposed by this Agreement) concerning thebusiness operations, performance and other information of the Company or other entities asdescribed in Section 7 above. Such information may without limitation include information relatingto data, finances, marketing, pricing, profit margins, underwriting, claims, loss control,marketing and business plans, renewals, software, processing, vendors, administrators, customers orprospective customers, products, brokers, agents and employees.          9. **Competition**. Executive hereby agrees that, while he is employed by the Company, and for aperiod of 12 months following the date of his termination of employment with the Company, for anyreason, he will not, directly or indirectly, without the prior written approval of the President,enter into any business relationship (either as principal, agent, board member, officer,consultant, stockholder, employee or in any other capacity) with any business or other entity thatat any relevant time is engaged in the business of insurance in direct or indirect
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competition with the Company or any of its affiliates (a “Competitor”); provided, however,that such prohibited activity shall not include the ownership of less than 5% of the outstandingsecurities of any publicly traded corporation (determined by vote or value) regardless of thebusiness of such corporation. Upon the written request of Executive, the President will determinewhether a business or other entity constitutes a “Competitor” for purposes of this Section 9;provided that the President may require Executive to provide such information as the Presidentdetermines to be necessary to make such determination; and further provided that the current andcontinuing effectiveness of such determination may be conditioned on the accuracy of suchinformation, and on such other factors as the President may determine.          10. **Solicitation**. Executive agrees that while he is employed by the Company, and for a periodof 24 months following his termination of employment with the Company for any reason, he will notemploy, offer to employ, engage as a consultant, or form an association with any person who isthen, or who during the preceding one year was, an employee of the Company or any Subsidiary orAffiliate of the Company or any successor or purchaser of any portion thereof, nor will he assistany other person or entity in soliciting for employment or consultation any person who is then, orwho during the preceding one year was, an employee of the Company or any Subsidiary or Affiliate ofthe Company or any successor or purchaser of any portion thereof.          11. **Non-interference**. Executive agrees that while he is employed by the Company, and for aperiod of 24 months following his termination of employment with the Company for any reason, hewill not disturb or attempt to disturb any business relationship or agreement between either theCompany or any Subsidiary or Affiliate of the Company or any successor or purchaser of any portionthereof, and any other person or entity.          12. **Assistance with Claims**. Executive agrees that, while he is employed by the Company, andfor a reasonable period (not less than 60 months from the date of termination) thereafter, he willbe available, on a reasonable basis, to assist the Company and its subsidiaries and affiliates inthe prosecution or defense of any claims, suits, litigation, arbitrations, investigations, or otherproceedings, whether pending or threatened (“Claims”) that may be made or threatened by or againstthe Company or any of its subsidiaries or affiliates. Executive agrees, unless precluded by law, topromptly inform the Company if he is requested (i) to testify or otherwise become involved inconnection with any Claim against the Company or any subsidiary or affiliate or (ii) to assist orparticipate in any investigation (whether
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governmental or private) of the Company or any subsidiary or affiliate or any of theiractions, whether or not a lawsuit has been filed against the Company or any of its subsidiaries oraffiliates relating thereto. The Company agrees to provide reasonable compensation, includingreasonable attorney’s fees, to Executive for such assistance provided during such period. Nothingin this Section 12 is intended or shall be construed to prevent Executive from cooperating fullywith any government investigation or review as required by applicable law or regulation.          13. **Return of Materials**. Executive shall, at any time upon the request of the Company, and inany event upon the termination of his employment with the Company for any reason, immediatelyreturn and surrender to the Company all originals and all copies, regardless of medium, of propertybelonging to the Company created or obtained by Executive as a result of or in the course of or inconnection with his employment with the Company regardless of whether such items constituteproprietary information, provided that Executive shall be under no obligation to return writtenmaterials acquired from third parties which are generally available to the public. Executiveacknowledges that all such materials are, and will remain, the exclusive property of the Company.          14. **Scope of Covenants**.          (a) The Executive acknowledges that: (a) as a senior executive of the Company he has and willhave access to confidential information concerning not only the business segments for which he mayhave been responsible (an outline summary of which appears in the Company’s reports on Forms 10-Kand 10-Q filed with the Securities and Exchange Commission) but the entire range of businesses inwhich the Company was engaged; (b) that the businesses segments for which he may have beenresponsible and the Company’s businesses are conducted nation-wide; and (c) that the Company’sconfidential information, if disclosed or utilized without its authorization would irreparably harmthe Company in: (i) obtaining renewals of existing customers; (ii) selling new business; (iii)maintaining and establishing existing and new relationships with employees, agents, brokers,vendors; and (iv) other ways arising out of the conduct of the businesses in which the Company isengaged.          (b) To protect such information and such existing and prospective relationships, and for othersignificant business reasons, the Executive agrees that it is reasonable and necessary
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that: (a) the scope of this Agreement be national and international; (b) its breadth includethe entire insurance industry; and (c) the duration of the restrictions upon the Executive be asindicated therein.          (c) The Executive acknowledges that the Company’s customer, employee and businessrelationships are long-standing, indeed, near permanent and therefore are of great value to theCompany. The Executive agrees that neither any of the provisions in this Agreement nor theCompany’s enforcement of it alters or will alter his ability to earn a livelihood for himself andhis family and further that both are reasonably necessary to protect the Company’s legitimatebusiness and property interests and relationships, especially those which he was responsible fordeveloping or maintaining. The Executive agrees that his actual or threatened breach of thecovenants set forth in Sections 7 through 14 above would cause the Company irreparable harm andthat the Company is entitled to an injunction, in addition to whatever other remedies may beavailable, to restrain such actual or threatened breach. The Executive agrees that if bond isrequired in order for the Company to obtain such relief, such bond need only be in a nominal amountand that he shall reimburse the Company for all costs of any such suit, including the Company’sreasonable attorneys’ fees. The Executive consents to the filing of any such suit against him inthe state or federal courts located in Illinois or any state in which he resides. He further agreesthat in the event of such suit or any other action arising out of or relating to this Agreement,the parties shall be bound by and the court shall apply the internal laws of the State of Illinoisand irrespective of rules regarding choice of law or conflicts of laws.          (d) If he has not already done so, Executive agrees to be bound by and to execute theCompany’s Confidentiality, Computer Responsibility and Professional Certification Agreement, a copyof which is attached hereto and incorporated by reference herein.          (e) For purposes of Sections 7 through 14 hereof, the “Company” shall include all subsidiariesand affiliates of the Company and CNAF, as well as the Company.          15. **Effect of Covenants**. Nothing in Sections 7 through 14 shall be construed to limit orotherwise adversely affect any rights, remedies or options that the Company would possess in theabsence of the provisions of such Sections.
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          16. **Revision**. The parties hereto expressly agree that in the event that any of the provisions,covenants, warranties or agreements in this Agreement are held to be in any respect an unreasonablerestriction upon Executive or are otherwise invalid, for whatsoever cause, then the court orarbitrator so holding is hereby authorized to (a) reduce the territory to which said covenant,warranty or agreement pertains, the period of time in which said covenant, warranty or agreementoperates or the scope of activity to which said covenant, warranty or agreement pertains or (b)effect any other change to the extent necessary to render any of the restrictions contained in thisAgreement enforceable.          17. **Severability**. Each of the terms and provisions of this Agreement is to be deemed severablein whole or in part and, if any term or provision of the application thereof in any circumstancesshould be invalid, illegal or unenforceable, the remaining terms and provisions or the applicationthereof to circumstances other than those as to which it is held invalid, illegal or unenforceable,shall not be affected thereby and shall remain in full force and effect.          18. **Binding Agreement; Assignment**. This Agreement shall be binding upon the parties hereto andtheir respective heirs, successors, personal representatives and assigns. The Company shall havethe right to assign this Agreement to any successor in interest to the business, or any majoritypart thereof, of the Company or any joint venture or partnership to which the Company is a jointventurer or general partner which conducts substantially all of the Company’s business. Executiveshall not assign any of his obligations or duties hereunder and any such attempted assignment shallbe null and void.          19. **Controlling Law; Jurisdiction**. This Agreement shall be governed by, interpreted andconstrued according to the laws of the State of Illinois (without regard to choice of law orconflict of laws principles).          20. **Entire Agreement**. Except as otherwise expressly set forth herein, this Agreement containsthe entire agreement of the parties with regard to the subject matter hereof, supersedes all prioragreements and understandings, written or oral, and may only be amended by an agreement in writingsigned by the parties thereto.
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          21. **Additional Documents**. Each party hereto shall, from time to time, upon request of theother party, execute any additional documents which shall reasonably be required to effectuate thepurposes hereof.          22. **Incorporation**. The introductory recitals hereof are incorporated in this Agreement and arebinding upon the parties hereto.          23. **Failure to Enforce**. The failure to enforce any of the provisions of this Agreement shallnot be construed as a waiver of such provisions. Further, any express waiver by any party withrespect to any breach of any provision hereunder by any other party shall not constitute a waiverof such party’s right to thereafter fully enforce each and every provision of this Agreement.          24. **Survival**. Except as otherwise set forth herein, the obligations contained in thisAgreement shall survive the termination, for any reason whatsoever, of Executive’s employment withthe Company.          25. **Headings**. All numbers and headings contained herein are for reference only and are notintended to qualify, limit or otherwise affect the meaning or interpretation of any provisioncontained herein.          26. **Notices**. Notices and all other communications provided for in this Agreement shall be inwriting and shall be delivered personally or sent by registered or certified mail, return receiptrequested, postage prepaid (provided that international mail shall be sent via overnight or two-daydelivery), or sent by facsimile or prepaid overnight courier to the parties at the addresses setforth below (or such other addresses as shall be specified by the parties by like notice). Suchnotices, demands, claims and other communications shall be deemed given:          (a) in the case of delivery by overnight service with guaranteed next day delivery, the nextday or the day designated for delivery;          (b) in the case of certified or registered U.S. mail, five days after deposit in the U.S.mail; or
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          (c) in the case of facsimile, the date upon which the transmitting party received confirmationof receipt by facsimile, telephone or otherwise;provided, however, that in no event shall any such communications be deemed to be given later thanthe date they are actually received. Communications that are to be delivered by the U.S. mail or byovernight service or two-day delivery service are to be delivered to the addresses set forth below:If to the Company:CONTINENTAL CASUALTY COMPANY