CONTINUING SERVICE AGREEMENT
This CONTINUING SERVICE AGREEMENT ("Agreement") is made as of February 9,
1999 ("Signing Date") by and between CNA Financial Corporation, a Delaware
corporation ("Corporation"), and Xxxxxx X. Xxxxxxxxxxx ("Executive").
WHEREAS, Executive has been employed by the Corporation for more than
twenty-three years, has served as the Chairman of the Board and Chief Executive
Officer of the principal insurance subsidiaries of the Corporation ("CNA") since
1992 and has provided valuable service to the Corporation over the term of his
employment; and
WHEREAS, Executive and the Corporation have entered into an Employment
Agreement, dated December 31, 1995, governing the terms and conditions of
Executive's employment ("Employment Agreement"); and
WHEREAS, in order to facilitate an orderly management succession,
Executive has agreed to retire as Chairman and Chief Executive Officer of CNA
effective as of February 9, 1999, and to retire as an employee effective as of
the Effective Date (as defined in Section 1 hereof) and, to the extent mutually
agreeable to the Corporation's board of directors and Executive, to serve as the
Chairman of the Executive Committee of the Corporation's board of directors
beginning on February 10, 1999; and
WHEREAS, the Corporation desires to avail itself of Executive's
experience in executing an orderly transition of the management of the
Corporation and the continued involvement of Executive in the business of the
Corporation following Executive's retirement and relinquishment of his present
position by engaging and retaining Executive to provide certain services to the
Corporation with respect to the business of the Corporation and CNA to the
extent mutually agreeable to the Chief Executive Officer of CNA and Executive;
NOW, THEREFORE, in consideration of the foregoing and the mutual
provisions contained herein, Executive and the Corporation, intending to be
legally bound, hereby agree as follows:
1. Services to be Provided.
A. Consulting Services. During the Service Period (as defined below),
Executive shall be available to provide such services to the Corporation as the
Chief Executive Officer of CNA may reasonably request. Such services may
include, by way of illustration, advice and assistance with respect to (a)
general corporate and organizational matters, (b) development and marketing of
products, (c) customer and distribution force relations (including, but not
limited to, promotional appearances and speeches, (d) strategic directions and
business unit strategies, (e) cost reduction and organizational efficiencies,
(f) insurance industry and trade organizational matters, or (g) service on the
Corporation's board of directors. The foregoing notwithstanding, Executive shall
not be required to perform any specific services, to provide services at any
specific location, or to be present at the Corporation's offices during any
specific periods, rather Executive shall perform only such services and only on
such terms as shall be mutually agreeable to Executive and the Chief Executive
Officer of CNA. All such services shall be provided as an independent contractor
and not as an employee. Executive agrees that, on the Signing Date, he will sign
and deliver to the Corporation a resignation letter substantially in the form of
Exhibit A hereto.
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B. Board Services. Executive shall be elected Chairman of the Executive
Committee of the Corporation's board of directors on February 10, 1999. If
elected to serve and if Executive agrees to serve on the board of directors of
the Corporation, Executive agrees to waive any and all fees, compensation, and
remuneration of any kind which he may otherwise be entitled to receive as a
director of the Corporation; provided, however, that the foregoing waiver shall
not affect his right to defense and indemnification with respect to claims to
the extent provided in the Corporation's by-laws; and further, provided, that
such waiver shall not extend to any fees, compensation, and remuneration to
which he may be entitled to receive as a director of any subsidiary or affiliate
of the Corporation.
C. Assistance with Claims. Executive agrees that, during the Service
Period, he will be available, on a reasonable basis, to assist the Corporation
and its subsidiaries and affiliates in the prosecution or defense of any claims,
suits, litigation, arbitrations, investigations, or other proceedings, whether
pending or threatened ("Claims") that may be made or threatened by or against
the Corporation or any of its subsidiaries or affiliates. Executive agrees,
unless precluded by law, to promptly inform the Corporation if he is requested
(i) to testify or otherwise become involved in connection with any Claim against
the Corporation or any subsidiary or affiliate or (ii) to assist or participate
in any investigation (whether governmental or private) of the Corporation or any
subsidiary or affiliate or any of their actions, whether or not a lawsuit has
been filed against the Corporation or any of its subsidiaries or affiliates
relating thereto.
D. Service Period. The "Service Period" shall be the period beginning
April 1, 1999 (the "Effective Date") and ending on the Cessation Date, which
shall be September 19, 2008 or such earlier date determined in accordance with
this Agreement. The "Cessation Date" shall be the Cessation Date elected by
Executive by advance written notice to Corporation, if earlier than September
19, 2008.
2. Pre-Effective Date Compensation. For the period January 1, 1999
through March 31, 1999, Executive shall be paid Base Salary in the amount of
$700,000 (i.e., at a rate of $2,800,000 per annum. Executive shall be paid
$900,000 in settlement of his award under the Corporation's Incentive
Compensation Plan for 1998, subject to the approval of the Incentive
Compensation Committee of the Corporation's board of directors, with such amount
to be paid at the time specified in the plan (which is expected to be on or
about March 8, 1999). Executive agrees that such payment is in full and final
settlement and satisfaction of all rights he has to receive payments under the
Corporation's Incentive Compensation Plan for fiscal year 1998. The Executive
shall not be eligible to receive a payment under the Incentive Compensation Plan
for 1999.
3. Compensation. Subject to the provisions of this Agreement, and in
consideration of the services and duties agreed to be rendered and performed by
Executive under Section 1 hereof, for holding himself available to render those
services, and for the covenants contained in Section 4 hereof, the Corporation
hereby covenants and agrees to provide for the payment of the compensation
(including benefits) specified in this Section 3, without payment of additional
compensation, except as otherwise mutually agreed. The Corporation shall,
however, reimburse Executive for his reasonable out-of-pocket expenses,
including travel expenses, incurred in connection with the provision of such
services subject to the approval of Chief Executive Officer of CNA.
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A. Service Period Compensation.
(i) For the period beginning on the Effective Date and continuing
thereafter during the Service Period until the Cessation Date, Executive shall
be paid a Consulting Fee, at a rate equal to the difference between $2,722,708
per year and the sum of the Deemed Qualified Retirement Plan Benefit and the
Deemed Retirement Equalization Plan Benefit (as defined below). The Consulting
Fee shall be payable in substantially equal monthly installments, with such
amounts to be wire transferred by the Corporation to an account in the name of
Executive maintained at a Chicago bank selected by the Corporation. (By way of
illustration, as of the Signing Date, the Consulting Fee is projected to be at
the rate of $2,080,236 per year for the period commencing as of the Effective
Date and ending on Executive's 62nd birthday, and at the rate of $2,084,334 per
year for the period commencing as of Executive's 62nd birthday.)
(ii) For the avoidance of doubt, it is recited here that, during the
Service Period, Executive shall be considered to be retired from the Corporation
on the Effective Date for purposes of determining his eligibility to receive
benefits under the Qualified Retirement Plan and the Retirement Equalization
Plan (as defined below).
For purposes of this Agreement, the "Deemed Qualified Retirement Plan Benefit"
shall be the benefit from the CNA Employees' Retirement Plan (the "Qualified
Retirement Plan") in the form of a 50% joint and surviving spouse annuity
commencing as of the Effective Date, with such amounts to be payable in
accordance with the provisions of that plan. (By way of illustration, as of the
Signing Date, such benefit is projected to be at the rate of $35,158 per year.)
For purposes of this Agreement, the "Deemed Retirement Equalization Plan
Benefit" shall be the benefit from the CNA Employees' Retirement Benefit
Equalization Plan (the "Retirement Equalization Plan") in the form of a 50%
joint and surviving spouse annuity commencing as of the Effective Date, with
such amounts to be payable in accordance with the provisions of that plan. (By
way of illustration, as of the Signing Date, such benefit is projected to be at
the rate of $607,314 per year for the period commencing as of the Effective Date
and ending on Executive's 62nd birthday, and at the rate of $603,216 per year
for the period commencing as of Executive's 62nd birthday.) For purposes of
determining the Deemed Qualified Retirement Plan Benefit and the Deemed
Retirement Equalization Plan Benefit, the identity of Executive's spouse shall
be determined as of the Effective Date.
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B. Death of Executive. If Executive's death occurs during the Service
Period, the date of death shall be the "Cessation Date," the Service Period
shall end, and the next following Sections (i) and (ii) shall apply:
(i) For the period beginning on the date following Executive's death and
continuing until September 19, 2008, inclusive, Executive's estate shall be
entitled to supplemental survivor benefit payments at the rate equal to:
(a) $1,300,000 per year; reduced by
(b) the Deemed Qualified Retirement Plan Benefit and the Deemed
Retirement Equalization Plan Benefit deemed to be payable with
respect the Executive's surviving spouse (and, purposes of
calculating the deemed benefits, the identity of Executive's
spouse shall be determined as of the Effective Date).
Such supplemental survivor benefits shall be payable in substantially
equal monthly installments, with such amounts to be wire transferred to
an account in the name of Executive's estate (or such other beneficiary
as determined in accordance with Section 5B hereof) maintained at a
Chicago bank selected by the Corporation.
(ii) In lieu of the benefit otherwise payable under the Retirement
Equalization Plan, benefits shall be payable with respect to Executive under the
Retirement Equalization Plan (or, in the discretion of the Corporation, under
another non-qualified plan or arrangement maintained by the Corporation); with
the amount of the benefit (if any) payable under this Section (ii) equal to the
aggregate survivor benefits that would be provided under the Qualified
Retirement Plan and Retirement Equalization Plan, determined based on provisions
of those plans relating to survivor benefits, taking into account any elections
applicable to Executive under such plans, and with the determination of the
identity of Executive's spouse to be made immediately prior to the Effective
Date; and determined as though (A) Executive's employment by the Corporation
continued during the Service Period and ended on the Cessation Date; and (B)
during the period of Executive's employment with the Corporation, he received
compensation at the rate of $2,800,000 per annum.
C. Pension After Service Period. If the "Cessation Date" occurs other
than by reason of Executive's death (as described in Section B next above),
then, in lieu of the benefit otherwise payable under the Retirement Equalization
Plan, Executive shall be entitled to a benefit under the Retirement Equalization
Plan (or, in the discretion of the Corporation, under another non-qualified plan
or arrangement maintained by the Corporation), in an amount equal to:
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(i) the aggregate benefit that would be provided under the Qualified
Retirement Plan and Retirement Equalization Plan, determined as though (I)
Executive's employment by the Corporation continued during the Service Period
and ended on the Cessation Date; and (II) during the period of Executive's
employment with the Corporation, he received compensation at the rate of
$2,800,000 per annum (provided that, for purposes of this Section (i), the
identity of Executive's spouse shall be made as of the Effective Date); reduced
by
(ii) the Deemed Qualified Retirement Plan Benefit.
D. Deferral.
(i) For each calendar year in the Service Period, Executive may elect, by
filing an irrevocable written "Participation Election" with the Corporation
prior to the beginning of such calendar year (in such form as the Corporation
may reasonably require) to have an amount (an "Elective Allocation") credited to
an account maintained on his behalf by the Corporation (the "Book Account"). For
each month for which a Consulting Fee is paid, such amount shall be equal to the
percentage of $216,666.67 (i.e., 1/12 of $2,600,000), not to exceed 16% of such
amount, in whole multiples of 1% of such amount, with the same percentage
applicable to each month within a year, all as elected by Executive in the
Participation Election for the year; provided that there shall be a
corresponding reduction in the amount of the Consulting Fee otherwise payable to
Executive in accordance with Section 3A(i) hereof for that month (with the
reduction to be applied to the amount otherwise payable in accordance with
Section 3A(i) hereof). For the portion of the Service Period beginning on the
Effective Date and ending December 31, 1999, Executive shall be deemed to have
elected, in accordance with this Section (i), to have an Elective Allocation
equal to 16% of $216,666.67 for each month through December 31, 1999.
(ii) For each month for which Elective Allocation is to be credited to the
Book Account in accordance with Section 3D(i), the Book Account shall be
credited with an additional amount (the "Matching Allocation") equal to 70% of
the Elective Allocation for that month; provided that for purposes of
determining the amount of the Matching Allocation, any portion of the Elective
Allocation for the month that exceeds 6% of $216,666.67 shall be disregarded.
(iii) Amounts shall be credited to the Book Account at the time determined
under the rules applicable to the crediting of amounts attributable to salary
reduction under the CNA Employees' Supplemental Savings Plan (the "Supplemental
Plan"). For any period during which amounts are credited to the Book Account,
they shall be credited with interest at the interest rates applicable to
accounts maintained under the Supplemental Plan for the respective period.
Executive's entitlement to distribution with respect to the amount credited to
the Book Account shall be determined in accordance with the rules that apply to
distributions under the Supplemental Plan, and determined as though Executive's
employment with the Corporation terminated on the Cessation Date. The provisions
of this Section D shall be administered by the committee responsible for
administering the Supplemental Plan, in accordance with rules applicable to that
plan.
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E. Benefits.
(i) Health and Life. For the avoidance of doubt, it is recited here that,
during the Service Period, Executive shall be considered to be retired from the
Corporation on the Effective Date for purposes of determining his eligibility to
receive coverage under the Corporation's retiree health and retiree life
insurance arrangements. However, if there is a material reduction in the type or
amount of benefits provided under the retiree health arrangements during the
Service Period, the Corporation shall provide supplemental health coverage to
Executive during the Service Period so that his coverage during the Service
Period is not adversely affected by such reduction in the generally applicable
retiree health coverage. At the Cessation Date, Executive (or, if applicable,
his surviving spouse determined as of the Effective Date) shall have the right
to convert such coverages to personal coverage at his sole cost and expense (or,
if applicable, at the sole cost of his surviving spouse), subject to the
restrictions on conversion applicable to such coverage.
(ii) Office Space. During the Service Period, the Corporation will provide
Executive with office space (consistent with the space provided to Executive on
the Signing Date), parking space, together with the services of a secretary,
appropriate to his status hereunder.
(iii) Car and Driver. During the Service Period, a car and driver of the
Corporation will be made available to Executive for Corporation business
purposes, but only to the extent such car and driver are not, in the sole
discretion of the Chief Executive Officer of CNA, otherwise reserved or used for
other business purposes.
(iv) Clubs. During the Service Period, Executive shall be designated by the
Corporation as eligible to use the Corporation's membership in the Economics
Club and the Executives Club.
4. Covenants.
A. Confidentiality. Executive agrees that, during the Service Period, and
at all times thereafter, he shall continue to hold in a fiduciary capacity for
the benefit of the Corporation all secret or confidential information, knowledge
or data relating to the Corporation and any other business or entity in which at
any relevant time the Corporation holds greater than a 10% equity (voting or
non-voting) interest (an "Affiliate") that shall have been obtained by Executive
during his employment by or affiliation with the Corporation or during the
Service Period and that shall not be public knowledge other than by acts of
Executive or his representative ("Confidential Material"). Executive shall not,
without the prior written consent of the Chief Executive Officer of CNA,
communicate or divulge any Confidential Material to anyone other than the
Corporation and those designated by it.
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B. Competition. Executive hereby agrees that, until the Cessation Date, he
will not, directly or indirectly, without the prior written approval of the
Chief Executive Officer of CNA, 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 that at any relevant time
competes in any respect with any of the principal businesses of the Corporation
or with any of the principal businesses of any Affiliate (a "Competitor");
provided, however, that such prohibited activity shall not include the ownership
of less than 5% of the voting securities of any publicly traded corporation
regardless of the business of such corporation. Upon the written request of
Executive, the Chief Executive Officer of CNA will determine whether a business
or other entity constitutes a "Competitor" for purposes of this Section B;
provided that the Chief Executive Officer of CNA may require Executive to
provide such information as the Chief Executive Officer determines to be
necessary to make such determination; and further provided that the current and
continuing effectiveness of such determination may be conditioned on the
accuracy of such information, and on such other factors as the Chief Executive
of CNA may determine.
C. Solicitation. Executive agrees that during the Service Period (or if
Cessation Date occurs prior to September 19, 2008, for the period beginning on
the Signing Date and ending on the six-month anniversary of the Cessation Date),
he will not employ, offer to employ, engage as a consultant, or form an
association with any person who is then, or who during the preceding one year
was, an employee of the Corporation or any Affiliate, nor will he assist any
other person in soliciting for employment or consultation any person who is
then, or who during the preceding one year was, an employee of the Corporation
or any Affiliate.
D. Non-Interference. Executive agrees that during the Service Period (or if
Cessation Date occurs prior to September 19, 2008, for the period beginning on
the Signing Date and ending on the twelve-month anniversary of the Cessation
Date), he will not disturb or attempt to disturb any business relationship or
agreement between either the Corporation or an Affiliate and any other person or
entity.
E. Effect of Breach. Executive acknowledges that his violation of the
foregoing covenants of this Section 4 could cause the Corporation irreparable
harm and he agrees that the Corporation shall be entitled to injunctive relief
restraining Executive from actual or threatened breach of the covenants and that
if bond is required to be posted in order for the Corporation to secure such
relief said bond need only be in a nominal amount. Subject to Section F next
below, the right of the Corporation to seek injunctive relief shall be in
addition to any other remedies available to the Corporation with respect to an
alleged or threatened breach.
F. Limitation on Remedies. The Corporation shall not be entitled to suspend
payments otherwise due to Executive by reason of Executive's violation of
Sections 4A, 4B, 4C, or 4D hereof (whether before or after a judgment is
obtained by the Corporation against Executive). The Corporation shall not be
entitled to set off against the amounts payable to Executive under this
Agreement any amounts owed to the Corporation by Executive. Nothing in this
Section F shall limit the Corporation's remedies in the case of Executive's
violation of this Agreement, except as otherwise specifically provided in this
Section F.
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G. Effect of Covenants. Nothing in Sections 4A, 4B, 4C, or 4D hereof shall
be construed to adversely affect the rights that the Corporation would possess
in the absence of the provisions of such sections.
5. Miscellaneous.
A. Other Agreements. This Agreement shall be effective on the later of the
Signing Date or the approval of this Agreement by the board of directors of the
Corporation pursuant to Section 5H hereof. Prior thereto, the terms and
conditions of Executive's employment with the Corporation shall be governed by
the Employment Agreement. Except as otherwise expressly provided herein, this
Agreement constitutes the entire agreement between Executive and the Corporation
and supersedes all prior agreements and understandings, written or oral,
including, but not by way of limitation, the Employment Agreement.
B. Successors. This Agreement is personal to Executive and may not be
assigned by Executive without the consent of the Corporation. However, to the
extent that rights or benefits under this Agreement otherwise survive
Executive's death, Executive's heirs and estate shall succeed to such rights and
benefits pursuant to Executive's will or the laws of descent and distribution;
provided that Executive shall have the right at any time and from time to time,
by notice delivered to the Corporation, to designate or to change the
beneficiary or beneficiaries with respect to such benefits. This Agreement may
be assigned to a successor to all or substantially all of the business or assets
of the Corporation, but only if such successor expressly agrees to assume and
perform this Agreement in the same manner and to the same extent that the
Corporation would be required to perform it in the absence of such assignment.
C. Arbitration of All Disputes. Any controversy or claim arising out of or
relating to this Agreement (or the breach thereof) shall be settled by final,
binding and non-appealable arbitration in Chicago, Illinois by three
arbitrators. Except as otherwise expressly provided in this Section C, the
arbitration shall be conducted in accordance with the rules of the American
Arbitration Association (the "Association") then in effect. One of the
arbitrators shall be appointed by the Corporation, one shall be appointed by
Executive, and the third shall be appointed by the first two arbitrators. If the
first two arbitrators cannot agree on the third arbitrator within 30 days of the
appointment of the second arbitrator, then the third arbitrator shall be
appointed by the Association. This Section C shall not be construed to limit the
Corporation's right to obtain relief under Section 4E hereof with respect to any
matter or controversy subject to Section 4E hereof, and, pending a final
determination by the arbitrator with respect to any such matter or controversy,
the Corporation shall be entitled to obtain any such relief by direct
application to state, federal or other applicable court, without being required
to first arbitrate such matter or controversy.
D. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, without reference to the
principles of conflict laws.
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E. Amendment. This Agreement may only be amended by written agreement
executed by the parties hereto or their respective successors or legal
representatives.
F. Notices. Notices and all other communications provided for in this
Agreement shall be in writing and shall be delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid
(provided that international mail shall be sent via overnight or two-day
delivery), or sent by facsimile or prepaid overnight courier to the parties at
the addresses set forth below (or such other addresses as shall be specified by
the parties by like notice). Such notices, demands, claims and other
communications shall be deemed given:
(i) in the case of delivery by overnight service with guaranteed next day
delivery, the next day or the day designated for delivery;
(ii) in the case of certified or registered U.S. mail, five days after
deposit in the U.S. mail; or
(iii) in the case of facsimile, the date upon which the transmitting party
received confirmation of receipt by facsimile, telephone or otherwise;
provided, however, that in no event shall any such communications be deemed to
be given later than the date they are actually received. Communications that are
to be delivered by the U.S. mail or by overnight service or two-day delivery
service are to be delivered to the addresses set forth below:
If to Executive:
Xxxxxx X. Xxxxxxxxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
If to the Corporation:
CNA Financial Corporation
XXX Xxxxx
Xxxxxxx, XX 00000
Attn: Corporate Secretary
or to such other address as either party shall furnished to the other party in
writing in accordance with the provisions of this Section F.
G. Severability. The invalidity or unenforceability of any provision of
this Agreement will not affect the validity or enforceability of any other
provision of this Agreement, and this Agreement shall be construed as if such
invalid or unenforceable provision were omitted (but only to the extent such
provision can not be appropriately reformed or modified).
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H. Approval by Board. The board of directors of the Corporation shall
consider approval of this Agreement at its next meeting occurring after the
complete execution of this Agreement. The effectiveness of the Corporation's
execution of this Agreement is contingent on the Agreement being approved by a
majority of the board of directors of the Corporation (excluding Executive) at
the time specified in this Section H, and the Agreement shall be void if such
approval is not given. The Corporation shall provide written notice to Executive
of the approval or disapproval of the agreement by the Corporation's board of
directors.
IN WITNESS WHEREOF, Executive has hereunto set his hand and, subject to
Section 5H hereof, the Corporation has caused this Agreement to be executed on
its behalf, all as of the Signing Date.
Attest: CNA Financial Corporation
S/XXXX XXXXXXXXXXX By: S\XXXXXXXX XXXXXX
----------------------------- -----------------------------------------
Assistant Secretary Its: Senior Vice President, General
Counsel and Secretary
S/XXXXXX X. XXXXXXXXXXX
------------------------------------------
Xxxxxx X. Xxxxxxxxxxx
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ANNEX A
LETTER OF RESIGNATION
Board of Directors
CNA Financial Corporation
XXX Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Dear Sirs:
Effective February 9, 1999, in accordance with the provisions of the
Service Agreement between CNA Financial Corporation (the "Corporation") and me
dated February 9, 1999 (the "Continuing Service Agreement"), I hereby resign
from all positions (including, without limitation, any position as a member of
any board of directors) with the Corporation (subject to my remaining on the
Board of Directors of the Corporation in accordance with the provisions of the
Service Agreement, and subject to my remaining an employee of the Corporation
until March 31, 1999 in accordance with the provisions of the Service
Agreement), and any other business or entity in which the Corporation holds
greater than a 10% equity (voting or non-voting) interest, including, without
limitation, resignation as an underwriter for CNA Lloyd's of Texas, and
resignation from the boards of directors of the following:
American Casualty Company of Reading Pennsylvania
Boston Old Colony Insurance Company
CNA Casualty of California
CNA Casualty of Illinois
CNA Foundation
CNA Reinsurance Company
CNA Structured Settlements, Inc.
Continental Assurance Company
Columbia Casualty Company
Commercial Insurance Company of Newark, New Jersey
Continental Casualty Company
Continental Reinsurance Corporation
Firemen's Insurance Company of Newark, New Jersey
Galway Insurance Company
Hedge Financial Corporation
Hedge Financial Products, Inc.
Hedge Investor Services, Inc.
Kansas City Fire and Marine Insurance Company
National Fire Insurance Company of Hartford
National-Ben Franklin Insurance Company of Illinois
Niagara Fire Insurance Company North Pearl Management, Inc.
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Pacific Insurance Company
Settlement Options, Inc.
South Street Insurance Brokers, Inc.
The Buckeye Union Insurance Company
The Continental Corporation
The Continental Insurance Company
The Continental Insurance Company of New Jersey
The Fidelity and Casualty Company of New York
The Glens Falls Insurance Company
The Mayflower Insurance Company, Ltd.
Transportation Insurance Company
Valley Forge Insurance Company
Valley Forge Life Insurance Company
In the event that the Chief Executive Officer of CNA (as defined in the
Continuing Service Agreement) requests that I do so, I agree to tender promptly
my resignation as: (a) director of the American Insurance Association, (b)
director of the Insurance Services Office, (c) director of the American Council
of Life Insurance, (d) director of the Council of Insurance Company Executives,
(e) trustee and director of the Foundation for Health Enhancement, and (f) a
director, officer, trustee, and member of and any organization with respect to
which my holding such position may be viewed as representing the interests of
the Corporation or CNA.
Very truly yours,
S/XXXXXX X. XXXXXXXXXXX
Xxxxxx X. Xxxxxxxxxxx
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