exv10w42






EXHIBIT NO. 10 (42)




ADDENDUM No. 1




attaching to and forming a part of

SERVICES AND INDEMNITY AGREEMENT

(effective: January 1, 2009)

(hereinafter referred to as “Agreement”)




between




WESTERN SURETY COMPANY

(hereinafter referred to as “Reinsurer”)




and




CONTINENTAL CASUALTY COMPANY

(hereinafter referred to as “Company”)



WHEREAS:





	 	A.	 	Pursuant to that certain Commutation and Release Agreement, effective as of June 30,
2009, by and between the Company and the Reinsurer (“Commutation Agreement”), the parties
have agreed to commute the Reinsurance Agreements as respects Surety Business for the
Dick Corporation (as defined in Recital A of the Commutation Agreement);
	 
	 	B.	 	Pursuant to that certain Termination Addendum, effective June 30, 2009, between and
among the Company, the Reinsurer, Universal Surety of America and Surety Bonding Company
of America, the parties terminated that certain Surety Excess of Loss Reinsurance Contract
as respects only Surety Business for the Dick Corporation, effective January 1, 2005, as
amended from time to time; and
	 
	 	C.	 	Notwithstanding the provisions of Section XIV — Termination of the Agreement, the
Company and the Reinsurer agree that, despite the release and commutation of all
obligations related to the Reinsurance Agreements as respects Surety Business for the Dick
Corporation, certain obligations of the Reinsurer under the Agreement shall continue as
respects such business of the principal Dick Corporation;




NOW THEREFORE, it is hereby mutually understood and agreed that, effective June 30, 2009, for good
and valuable consideration, as well as the mutual promises set forth herein, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Reinsurer hereby agree as
follows:




Addendum No. 1 — Services and Indemnity Agreement

Effective: June 30, 2009

Page 1




 









 






	1.	 	Section IV, Claims Authority and Related Duties of the Agreement shall be amended by adding
the following new Section 4.9:






Section 4.9: Effective June 30, 2009, the COMPANY and the REINSURER have entered
into a Commutation and Release Agreement (“Commutation Agreement”) as respects
only the bonds issued for the principal Dick Corporation. Notwithstanding the
Commutation Agreement or anything in this Agreement to the contrary, the COMPANY
and the REINSURER agree that the REINSURER’S obligations to settle and handle all
claims and losses related to the Reinsurance Agreements as respects Surety
Business for the principal Dick Corporation (as defined in Recital A of the
Commutation Agreement) shall continue until such time as all bonds issued for the
principal Dick Corporation have expired and all known claims have been paid or
settled and all incurred but not reported loss reserves relative to such business
have been reduced to zero.




	2.	 	All other terms and conditions of the Agreement shall remain unchanged and in full force and
effect.




IN WITNESS WHEREOF the parties acknowledge that no intermediary is involved in or brought about
this transaction, and the parties hereto, by their authorized representatives, have executed this
Addendum No. 1 to the Agreement:




	 	 	 	 	 	 	 
	on this

	 	day of
	 	2009.	 	 






WESTERN SURETY COMPANY



By: 




Printed Name: 




Title: 




Attested by: 






Addendum No. 1 — Services and Indemnity Agreement

Effective: June 30, 2009

Page 2




 









 






	 	 	 	 	 	 	 
	and on this

	 	day of
	 	2009.	 	 






CONTINENTAL CASUALTY COMPANY



By:  




Printed Name:  




Title:  





Attested by:  





Addendum No. 1 — Services and Indemnity Agreement

Effective: June 30, 2009

Page 3