Cna Surety Corp Sample Contracts

Cna Surety Corp – CNA AND CNA SURETY SIGN DEFINITIVE AGREEMENT FOR CNA TO ACQUIRE PUBLIC MINORITY STAKE IN CNA SURETY FOR $26.55 PER SHARE (April 21st, 2011)

CHICAGO, April 21, 2011 — CNA Financial Corporation (NYSE: CNA) and CNA Surety Corporation (NYSE: SUR) announced today that they have signed a definitive merger agreement pursuant to which CNA will commence a tender offer to acquire all of the outstanding shares of common stock of CNA Surety not currently owned by subsidiaries of CNA for $26.55 per share in cash.

Cna Surety Corp – AGREEMENT AND PLAN OF MERGER BY AND AMONG CNA FINANCIAL CORPORATION, SURETY ACQUISITION CORPORATION, AND CNA SURETY CORPORATION DATED AS OF APRIL 20, 2011 (April 21st, 2011)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 20, 2011, is entered into by and among CNA Financial Corporation, a Delaware corporation (“Parent”), Surety Acquisition Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of Parent (“Merger Sub”), and CNA Surety Corporation, a Delaware corporation (the “Company”).

Cna Surety Corp – March 28, 2011 Douglas W. Hinkle Senior Vice President and Chief Underwriting Officer Re: Change in Control Severance and Retention Agreement Dear Doug: (April 1st, 2011)

The Compensation Committee (the “Committee”) of our Board of Directors (the “Board”) believes that it is in the best interests of CNA Surety Corporation (“Surety”) and its stockholders to take appropriate steps to allay any concerns you may have about your future employment opportunities with Surety and its “Affiliates” (as defined in Section 2(c)). Surety and its Affiliates are collectively referred to in this Agreement as the “Company.” As a result, the Committee has decided to offer to you the special package of benefits described below. Please sign the extra copy of this Change in Control Severance and Retention Agreement (this “Agreement”) which is enclosed and return it to me.

Cna Surety Corp – March 28, 2011 Michael A. Dougherty Senior Vice President and Chief Information Officer Re: Change in Control Severance and Retention Agreement Dear Mike: (April 1st, 2011)

The Compensation Committee (the “Committee”) of our Board of Directors (the “Board”) believes that it is in the best interests of CNA Surety Corporation (“Surety”) and its stockholders to take appropriate steps to allay any concerns you may have about your future employment opportunities with Surety and its “Affiliates” (as defined in Section 2(c)). Surety and its Affiliates are collectively referred to in this Agreement as the “Company.” As a result, the Committee has decided to offer to you the special package of benefits described below. Please sign the extra copy of this Change in Control Severance and Retention Agreement (this “Agreement”) which is enclosed and return it to me.

Cna Surety Corp – March 28, 2011 John F. Corcoran Senior Vice President and Chief Financial Officer Re: Change in Control Severance and Retention Agreement Dear John: (April 1st, 2011)

The Compensation Committee (the “Committee”) of our Board of Directors (the “Board”) believes that it is in the best interests of CNA Surety Corporation (“Surety”) and its stockholders to take appropriate steps to allay any concerns you may have about your future employment opportunities with Surety and its “Affiliates” (as defined in Section 2(c)). Surety and its Affiliates are collectively referred to in this Agreement as the “Company.” As a result, the Committee has decided to offer to you the special package of benefits described below. Please sign the extra copy of this Change in Control Severance and Retention Agreement (this “Agreement”) which is enclosed and return it to me.

Cna Surety Corp – March 28, 2011 Rosemary Quinn Senior Vice President, General Counsel and Secretary Re: Change in Control Severance and Retention Agreement Dear Rosemary: (April 1st, 2011)

The Compensation Committee (the “Committee”) of our Board of Directors (the “Board”) believes that it is in the best interests of CNA Surety Corporation (“Surety”) and its stockholders to take appropriate steps to allay any concerns you may have about your future employment opportunities with Surety and its “Affiliates” (as defined in Section 2(c)). Surety and its Affiliates are collectively referred to in this Agreement as the “Company.” As a result, the Committee has decided to offer to you the special package of benefits described below. Please sign the extra copy of this Change in Control Severance and Retention Agreement (this “Agreement”) which is enclosed and return it to me.

Cna Surety Corp – SURETY QUOTA SHARE TREATY (hereinafter referred to as “Reinsurance Agreement”) Effective: January 1, 2011 entered into by and between CONTINENTAL CASUALTY COMPANY (hereinafter referred to as “Company”) and WESTERN SURETY COMPANY (hereinafter referred to as “Reinsurer”) (February 18th, 2011)

In consideration of the mutual covenants contained herein, and upon the terms and conditions hereinafter set forth the Company and the Reinsurer hereby agree as follows:

Cna Surety Corp – SERVICES AND INDEMNITY AGREEMENT (February 18th, 2011)

This Services and Indemnity Agreement, (hereinafter referred to as the “Agreement”) is made and entered into by and between Western Surety Company a South Dakota domiciled property and casualty insurer with principal offices located in Sioux Falls, South Dakota (hereinafter referred to as the “REINSURER”) and Continental Casualty Company, an Illinois domiciled property and casualty insurer with principal offices located at 333 S. Wabash, Chicago, Illinois, 60604, and its affiliates (hereinafter referred to as the “COMPANY”), effective January 1, 2011, for the benefit of the REINSURER and the COMPANY.

Cna Surety Corp – CANADIAN SERVICES AND INDEMNITY AGREEMENT (February 18th, 2011)

This Canadian Services and Indemnity Agreement, (hereinafter referred to as the “Agreement”) is made and entered into by and between Western Surety Company a South Dakota domiciled property and casualty insurer with principal offices located in Sioux Falls, South Dakota (hereinafter referred to as the “REINSURER”) and Continental Casualty Company(Canadian Branch) with principal offices located at 250 Yonge Street, Suite 1500, Toronto, Ontrario, Canada M5B 2L7 (hereinafter referred to as the “COMPANY”), effective January 1, 2011, for the benefit of the REINSURER and the COMPANY.

Cna Surety Corp – SURETY CANADA QUOTA SHARE TREATY (hereinafter referred to as “Reinsurance Agreement”) Effective: January 1, 2011 entered into by and between CONTINENTAL CASUALTY COMPANY (Canadian Branch) (hereinafter referred to as “Company”) and WESTERN SURETY COMPANY (hereinafter referred to as “Reinsurer”) (February 18th, 2011)

In consideration of the mutual covenants contained herein, and upon the terms and conditions hereinafter set forth the Company and the Reinsurer hereby agree as follows:

Cna Surety Corp – CNA SURETY ANNOUNCES FOURTH QUARTER AND 2010 YEAR-END RESULTS (February 4th, 2011)

CHICAGO, February 4, 2011 — CNA Surety Corporation (“CNA Surety” or the “Company”) (NYSE: SUR) today reported net income for the fourth quarter of 2010 of $54.5 million, or $1.21 per diluted share, compared to $49.3 million, or $1.11 per diluted share, for the same period in 2009. For the year ended December 31, 2010, net income was $134.4 million, or $3.02 per diluted share, compared to $117.9 million, or $2.65 per diluted share in 2009.

Cna Surety Corp – CNA SURETY ANNOUNCES THIRD QUARTER 2010 RESULTS (October 29th, 2010)

CHICAGO, October 29, 2010 — CNA Surety Corporation (“CNA Surety” or the “Company”) (NYSE: SUR) today reported net income for the third quarter of 2010 of $30.5 million, or $0.69 per diluted share, compared to $25.5 million, or $0.57 per diluted share, for the same period in 2009. For the nine months ended September 30, 2010, net income was $79.9 million, or $1.80 per diluted share, compared to $68.6 million, or $1.54 per diluted share, for the same period in 2009.

Cna Surety Corp – GENERAL RELEASE AND SETTLEMENT AGREEMENT (October 6th, 2010)

This General Release and Settlement Agreement (“Agreement”) is entered into by Tom Pottle (“Employee”) and CNA Surety Corporation in order to resolve all matters between Employee and CNA Surety Corporation relating to Employee’s employment. For purposes of this Agreement, CNA Surety Corporation includes its past and present parents, subsidiaries, and affiliated companies; their respective predecessors, successors, and assigns; and their respective past and present shareholders, directors, trustees, officers, employees, agents, attorneys, benefit plans, and insurers (collectively, the “Company”). Employee is advised to consult an attorney before signing this Agreement.

Cna Surety Corp – CNA SURETY ANNOUNCES FIRST QUARTER 2010 RESULTS (April 30th, 2010)

CHICAGO, April 30, 2010 — CNA Surety Corporation (“CNA Surety” or the “Company”) (NYSE: SUR) today reported net income for the first quarter of 2010 of $20.8 million, or $0.47 per diluted share, compared to $20.9 million, or $0.47 per diluted share, for the same period in 2009. The current quarter results include an income tax charge of $0.5 million related to tax code changes contained within the recently enacted health care reform legislation.

Cna Surety Corp – ADMINISTRATIVE SERVICES AGREEMENT (April 30th, 2010)

THIS ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) is made effective as of January 1, 2010 by and between Continental Casualty Company (“CCC”), an Illinois insurance company, and CNA Surety Corporation, a Delaware corporation (“Surety”).

Cna Surety Corp – CANADIAN SERVICES AND INDEMNITY AGREEMENT (February 19th, 2010)

This Canadian Services and Indemnity Agreement, (hereinafter referred to as the “Agreement”) is made and entered into by and between Western Surety Company a South Dakota domiciled property and casualty insurer with principal offices located in Sioux Falls, South Dakota (hereinafter referred to as the “REINSURER”) and Continental Casualty Company(Canadian Branch) with principal offices located at 250 Yonge Street, Suite 1500, Toronto, Ontrario, Canada M5B 2L7 (hereinafter referred to as the “COMPANY”), effective January 1, 2010, for the benefit of the REINSURER and the COMPANY.

Cna Surety Corp – SURETY QUOTA SHARE TREATY (hereinafter referred to as “Reinsurance Agreement”) Effective: January 1, 2010 entered into by and between CONTINENTAL CASUALTY COMPANY (hereinafter referred to as “Company”) and WESTERN SURETY COMPANY (hereinafter referred to as “Reinsurer”) (February 19th, 2010)

In consideration of the mutual covenants contained herein, and upon the terms and conditions hereinafter set forth the Company and the Reinsurer hereby agree as follows:

Cna Surety Corp – SURETY CANADA QUOTA SHARE TREATY (hereinafter referred to as “Reinsurance Agreement”) Effective: January 1, 2010 entered into by and between CONTINENTAL CASUALTY COMPANY (Canadian Branch) (hereinafter referred to as “Company”) and WESTERN SURETY COMPANY (hereinafter referred to as “Reinsurer”) (February 19th, 2010)

In consideration of the mutual covenants contained herein, and upon the terms and conditions hereinafter set forth the Company and the Reinsurer hereby agree as follows:

Cna Surety Corp – CNA Plaza Chicago IL 60685—0001 February 8, 2010 Douglas Hinkle 1990 Carriage Hill Rd. Lisle, IL 60532 Dear Doug, (February 8th, 2010)

We are pleased to offer you a special bonus. Provided that you are employed by the Company on the date each installment of the bonus is to be paid, the special bonus of $250,000, less applicable withholding taxes, will be paid in four installments as follows: the first payment, $50,000, will be paid to you on or about April 15, 2010; the second payment, $50,000 will be paid on or about April 15, 2011; the third payment, $50,000 will be paid to you on or about April 15, 2012; the fourth payment, $100,000 will be paid to you on or about April 15, 2013. 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 and accepting this agreement, you agree (a) to continue to be bound by and comply with all of the covenants, as outlined in the letter agreement between you and the Company dated April 17, 2006 (the “Covenants”) and (b) to comply with the terms and conditions con

Cna Surety Corp – CNA SURETY ANNOUNCES FOURTH QUARTER AND 2009 YEAR-END RESULTS (February 5th, 2010)

CHICAGO, February 5, 2010 — CNA Surety Corporation (“CNA Surety” or the “Company”) (NYSE: SUR) today reported net income for the fourth quarter of 2009 of $49.3 million, or $1.11 per diluted share, compared to $29.1 million, or $0.66 per diluted share, for the same period in 2008. For the year ended December 31, 2009, net income was $117.9 million, or $2.65 per diluted share, compared to $110.4 million, or $2.49 per diluted share, for the same period in 2008. The 2009 periods benefited from higher levels of favorable loss reserve development.

Cna Surety Corp – CNA SURETY ANNOUNCES THIRD QUARTER 2009 RESULTS (October 30th, 2009)

CHICAGO, October 30, 2009 — CNA Surety Corporation (“CNA Surety” or the “Company”) (NYSE: SUR) today reported net income for the third quarter of 2009 of $25.5 million, or $0.57 per diluted share, compared to $34.3 million, or $0.78 per diluted share, for the same period in 2008. For the nine months ended September 30, 2009, net income was $68.6 million, or $1.54 per diluted share, compared to $81.3 million, or $1.84 per diluted share, for the same period in 2008. The 2008 periods benefited from higher levels of favorable loss reserve development.

Cna Surety Corp – EXHIBIT NO. 10 (41) TERMINATION ADDENDUM attaching to and forming a part of SURETY EXCESS OF LOSS REINSURANCE CONTRACT AS RESPECTS ONLY SURETY BUSINESS FOR THE DICK CORPORATION (originally effective: January 1, 2005) (hereinafter referred to as “Contract”) (July 31st, 2009)

It is hereby mutually understood and agreed that, effective June 30, 2009, the captioned Contract, as previously amended by Addenda Nos. 1, 2, 3 and 4, shall be terminated. In light of such termination and pursuant to Article 4 — Commencement and Expiration, the Reinsurer exercises its option to cease acceptance of any additional Bonds under this Contract. The Company and the Reinsurer agree that there are no outstanding Bonds which shall result from bids already released by the Company as of this date of termination.

Cna Surety Corp – CNA SURETY ANNOUNCES SECOND QUARTER 2009 RESULTS (July 31st, 2009)

CHICAGO, July 31, 2009 — CNA Surety Corporation (“CNA Surety” or the “Company”) (NYSE: SUR) today reported net income for the second quarter of 2009 of $22.2 million, or $0.50 per diluted share, compared to $24.1 million, or $0.54 per diluted share, for the same period in 2008.

Cna Surety Corp – EXHIBIT NO. 10 (40) COMMUTATION AND RELEASE AGREEMENT (July 31st, 2009)

This Commutation and Release Agreement (hereinafter the “Commutation Agreement”) is entered into by and between Continental Casualty Company (hereinafter the “Company”) of the one part and Western Surety Company (hereinafter the “Reinsurer”) of the other part, effective as of June 30, 2009.

Cna Surety Corp – 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”) (July 31st, 2009)
Cna Surety Corp – EXHIBIT NO. 10 (43) RESTATED ADMINISTRATIVE SERVICES AGREEMENT Originally effective January 1, 2001 (July 31st, 2009)

This Restated Administrative Services Agreement (hereinafter the “Agreement”) is entered into by and between Continental Casualty Company (“CNA”), and CNA Surety Corporation (“Surety”) effective as of July 1, 2004.

Cna Surety Corp – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (October 28th, 2008)

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of October 27th, 2008 by and between CNA Surety Corporation, a Delaware corporation (“Company”), and John F. Welch (“Executive”).

Cna Surety Corp – AMENDED BY-LAWS OF CNA SURETY CORPORATION (As Amended Effective April 24, 2008.) (April 25th, 2008)
Cna Surety Corp – SURETY QUOTA SHARE TREATY (hereinafter referred to as “Agreement”) Effective: January, 1, 2007 entered into by and between CONTINENTAL CASUALTY COMPANY (hereinafter referred to as “Company”) and WESTERN SURETY COMPANY (hereinafter referred to as “Reinsurer”) (February 21st, 2007)

In consideration of the mutual covenants contained herein, and upon the terms and conditions hereinafter set forth the Company and the Reinsurer hereby agree as follows:

Cna Surety Corp – 2006 LONG-TERM EQUITY COMPENSATION PLAN (February 27th, 2006)

EXHIBIT 10(34) CNA SURETY CORPORATION 2006 LONG-TERM EQUITY COMPENSATION PLAN . . . TABLE OF CONTENTS PAGE ---- Article 1. Establishment, Effective Date, Objectives, and Duration................................. 1 Article 2. Definitions.....................................

Cna Surety Corp – 2006 LONG-TERM EQUITY COMPENSATION PLAN (February 16th, 2006)

CNA SURETY CORPORATION 2006 LONG-TERM EQUITY COMPENSATION PLAN . . . TABLE OF CONTENTS PAGE ---- Article 1. Establishment, Effective Date, Objectives, and Duration...................................... 1 Article 2. Definitions.................................................................................. 1 Articl

Cna Surety Corp – EMPLOYMENT AGREEMENT (December 14th, 2005)

Exhibit 10.30 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 13th day of December 2005 (the "Signing Date"), by and between CNA Surety Corporation, a Delaware corporation (the "Company"), and John F. Welch ("Executive"); WITNESSETH: WHEREAS, the Company wishes to employ Executive as President and Chief Executive Officer of the Company; and Executive wishes to accept and agree to such employment under the terms and conditions set forth hereinbelow. NOW, THEREFORE, in consideration of the foregoing premises and the promises and covenants herein, the parties hereto agree as follows: 1. EMPLOYMENT TERM. The Company and Executive agree that the Company shall employ Executive to perform the duties of President and Chief Executive Officer, for the period commencing on January 1, 2006 ("Effec

Cna Surety Corp – SURETY EXCESS OF LOSS REINSURANCE CONTRACT (August 2nd, 2005)

EXHIBIT 10.30 SURETY EXCESS OF LOSS REINSURANCE CONTRACT AS RESPECTS ONLY SURETY BUSINESS FOR THE DICK CORPORATION (HEREINAFTER REFERRED TO AS "CONTRACT") EFFECTIVE: JANUARY 1, 2005 entered into by and between WESTERN SURETY COMPANY UNIVERSAL SURETY OF AMERICA SURETY BONDING COMPANY OF AMERICA (hereinafter collectively referred to as "Company") and CONTINENTAL CASUALTY COMPANY (hereinafter referred to as "Reinsurer") Witnesseth: In consideration of the mutual covenants contained herein, and upon the terms and conditions hereinafter set forth the Company and the Reinsurer hereby agree as follows: ARTICLE 1 - SCOPE OF THE CONTRA

Cna Surety Corp – REINSURANCE CONTRACT (August 2nd, 2005)

EXHIBIT 10.31 SURETY EXCESS OF LOSS REINSURANCE CONTRACT (HEREINAFTER REFERRED TO AS "CONTRACT") EFFECTIVE: JANUARY 1, 2005 entered into by and between WESTERN SURETY COMPANY UNIVERSAL SURETY OF AMERICA SURETY BONDING COMPANY OF AMERICA (hereinafter collectively referred to as "Company") and CONTINENTAL CASUALTY COMPANY (hereinafter referred to as "Reinsurer") Witnesseth: In consideration of the mutual covenants contained herein, and upon the terms and conditions hereinafter set forth the Company and the Reinsurer hereby agree as follows: ARTICLE 1 - SCOPE OF THE CONTRACT This Contract is solely bet

Cna Surety Corp – DEFERRED COMPENSATION PLAN (May 3rd, 2005)

EXHIBIT 10(27) CNA SURETY CORPORATION 2005 DEFERRED COMPENSATION PLAN CNA SURETY CORPORATION 2005 DEFERRED COMPENSATION PLAN ARTICLE I. INTRODUCTION 1.1. The Plan. CNA Surety Corporation hereby establishes the CNA Surety Corporation 2005 Deferred Compensation Plan (the "Plan"), effective January 1, 2005 to replace the CNA Surety Corporation Deferred Compensation Plan established effective April 1, 2000 (the "Prior Plan") and to apply with respect to amounts deferred after December 31, 2004. The Prior Plan was amended in response to the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") to suspend deferrals into that plan for years after 2004, including Performance Contributions for 2004, which will be deferred under this Plan a