CNA FINANCIAL CORP
GENERAL RELEASE AND FULL AND SETTLEMENT AGREEMENT
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<TYPE>EX-10.14
<SEQUENCE>4
<FILENAME>c83244exv10w14.htm
<DESCRIPTION>GENERAL RELEASE AND FULL AND SETTLEMENT AGREEMENT
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<P align="right" style="font-size: 10pt">Exhibit 10.14

<P align="center" style="font-size: 10pt"><B>GENERAL RELEASE IN FULL AND</B>



<P align="center" style="font-size: 10pt"><B>SETTLEMENT AGREEMENT</B>



<P align="center" style="font-size: 10pt"><B>DEBORAH L. MCCLENAHAN</B>



<P align="left" style="font-size: 10pt"><U><B>INTRODUCTION</B></U>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>1.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>In consideration of the mutual promises herein and other valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, this General Release in Full and Settlement Agreement
(hereinafter &#147;Agreement&#148;) is made and entered into by and between Deborah
L. McClenahan (hereinafter referred to as &#147;Employee&#148;), and Continental
Casualty Company and any parent, subsidiary and affiliate and any of their
present, former and future employees, agents, officers, directors,
successors and assigns (hereinafter collectively referred to as
&#147;Company&#148;).</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>2.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>The Company and Employee now desire to effect a full and final settlement
of all matters arising out of or relating in any way to their employment
relationship and the termination of that employment relationship without
the concession of any liability or fault of any kind or nature on the part
of either party.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>3.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>It is agreed and understood that the Company and Employee deny the
existence of any liability of one to the other and that the instant
Agreement is intended solely to accomplish a settlement and is not to be
construed as an admission of fault or liability of any kind or nature on
the part of either party.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><U><B>TERMINATION PROVISIONS</B></U>



<P>
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    <TD width="3%" nowrap align="left"><B>4.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>It is agreed and understood that Employee&#146;s employment with the Company
will end on December&nbsp;30, 2003. It is further agreed and understood that
within twenty (20)&nbsp;days after the Company receives this executed agreement
or within 20&nbsp;days after the Employee&#146;s termination date from the Company,
whichever occurs later, pursuant to the terms of the Executive Severance
Agreement between the Company and Employee dated June&nbsp;12, 2003 (the
&#147;Severance Agreement&#148;), the Company will pay to the Employee the
following: (a) $475,000.08, which is equal to one (1)&nbsp;times Employee&#146;s
Base Salary in effect at the time of the Covered Termination, (both terms
as defined in Section&nbsp;1 of the Severance Agreement), payable in 12 equal
monthly installments; (b) $475,000.08, which is an amount equal to one (1)
times the annual target bonus as in effect at the time of the Covered
Termination, payable in 12 equal monthly installments; (c)&nbsp;consideration
for and payments, if any, under the CNA Annual Incentive Bonus Plan for
2003 will be made in accordance with Company policy; (d)&nbsp;Employee&#146;s
termination shall be treated as a termination through retirement,</B></TD>
</TR>


</TABLE>

<P align="left" style="font-size: 10pt">Page 1
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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


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    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>and the Employee shall receive $475,676.00, which represents the final award
calculation and payment under the terms of the CNA Re Deferred Profit
Sharing Plan; (e)&nbsp;if applicable, any unpaid base salary prorated to the date
of Employee&#146;s termination and any previous year&#146;s earned, but unpaid annual
bonus. If, however, Employee has received overpayment by the Company
(including, but not limited to wages) Employee agrees that the amount of the
overpayment will be deducted from the amounts otherwise payable under this
Paragraph&nbsp;4. Further, Employee understands that all corporate charge card
balances must be paid in full. Employee agrees that Company may withhold
any delinquent charge card balances from amounts paid under this Agreement
until all balances due the corporate charge card company have been paid.
All payments to Employee under this Paragraph will have deductions for
applicable Federal, State and local withholding deductions.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>5.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Unless she has already done so, Employee agrees to immediately resign her
position as President and Chief Executive Officer, CNA Re Operations, CNA
Insurance Companies as well as all positions as an officer or director
(including, without limitation, any position as a member of any board of
directors) held with any entity related to or affiliated with CNA
Financial Corporation.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>6.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>The Company shall provide Employee continued coverage under the Company&#146;s
Employee Health Plan (or HMO) including dental and vision coverage, AD&#038;D,
Contributory Life and Dependent life at the employee rate for one year
following Employee&#146;s Covered Termination, <U>if Employee was enrolled in any
of the aforementioned plans</U>, if Employee should elect to receive such
continued coverage, and if Employee makes timely payment of the
employee-rate contribution premiums for each of the coverages Employee
selects. Employee acknowledges that COBRA eligibility runs concurrently
with the continued benefits provided by the Company.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>7.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee acknowledges and agrees that if Employee accepts any job at
Company or any of its affiliates or subsidiaries or provides services in
any capacity, directly or indirectly to Company or any of its affiliates
or subsidiaries within the severance period identified in paragraph 4,
Employee will be required to pay back to Company that portion of the
amount of severance pay previously paid to Employee that constituted
payment for any period of time that follows Employee&#146;s return to work. If
severance has not yet been paid to Employee, none shall be paid or due as
a result of Employee&#146;s termination.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>8.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee acknowledges and agrees that certain of the payments and
benefits being provided to Employee pursuant to this Agreement are not
normally provided to terminated employees, and that receipt of said
payments and benefits constitutes good and valuable consideration for the
obligations imposed on Employee by this Agreement.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">Page 2
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<P align="left" style="font-size: 10pt"><U><B>RELEASE PROVISIONS</B></U>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>9.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee, on Employee&#146;s behalf, and on behalf of Employee&#146;s heirs, legal
representatives, successors and assigns, hereby releases and forever
discharges the Company including any parent, subsidiary and affiliate and
any of their present, former or future employees, agents, officers,
directors, successors and assigns (hereinafter referred to as the
&#147;Released Parties&#148;), to the fullest extent provided by law, from any and
all past, present and future matters, claims, grievances, actions,
demands, causes of action, accounts, obligations or liabilities arising
out of or relating to Employee&#146;s employment or the termination thereof, of
every nature and kind whatsoever in law or in equity that Employee now
has, ever had, or may ever have from the beginning of time, whether now
known or unknown, against the Company or the Released Parties or both,
including, but not limited to, any right to salary, bonus, incentive
bonus, severance pay or additional compensation, other than those
specified in the instant Agreement.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>10.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee, on Employee&#146;s behalf and on behalf of Employee&#146;s heirs, legal
representatives and assigns, covenants (a)&nbsp;not to file any cause of
action, claim, counterclaim or cross claim with any federal, state, or
local court, tribunal or judicial branch against the Company or the
Released Parties or both, arising from or in connection with any claim or
cause of action that accrued during Employee&#146;s employment with the
Company, (b)&nbsp;except as otherwise provided in Paragraph&nbsp;11 below, not to
file a claim with any local, state or federal governmental agency,
department or commission alleging the Company or the Released Parties or
both, as a respondent, defendant or participant, and (c)&nbsp;not to accept any
relief that might be awarded to Employee by any such local, state or
federal governmental agency, department or commission, or any federal,
state, or local court, tribunal or judicial branch and (d)&nbsp;not to sue the
Company or the Released Parties or both, pursuant to any provision of the
United States Code, or any local or state law with respect to any and all
matters, claims, grievances, actions, demands, causes of action, accounts,
obligations or liabilities released and discharged pursuant to the terms
of this Agreement.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>11.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Under this Agreement, Employee is releasing any and all claims arising
under any federal, state or local laws, including but not limited to those
for race, sex, age, disability or any other type of discrimination under
Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act of 1967 the Americans with Disabilities Act, the Family
Medical Leave Act or any other statutes or common laws governing or
relating to the employment relationship or termination thereof. Nothing
in this General Release prohibits Employee from filing a charge with the
EEOC or participating in any EEOC investigation while accepting the
severance pay and other benefits provided herein; however, as set forth in
10 (c)&nbsp;above, Employee agrees not to accept any relief that might be
awarded to Employee. If any such relief is nonetheless awarded, Employee</B></TD>
</TR>


</TABLE>

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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


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    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>acknowledges that Employer may be entitled to recoup an amount equal to the
severance pay from any monetary relief awarded to Employee in any
proceeding.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>12.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee agrees that if Employee files any claims or suits in violation
of this Agreement, this Agreement shall constitute a bar and complete
defense to said claims or suits. Employee further understands and agrees
that in the event any suit or claim is filed in violation of this
Agreement, Employee shall be required to return the additional pay and
benefits received under this Agreement and shall pay all costs and
expenses of defense incurred by Company, including but not limited to,
reasonable attorney&#146;s fees, incurred by the Company in obtaining a
dismissal thereof or otherwise in enforcing this Agreement.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>13.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Nothing in this Agreement will affect any future claims or causes of
action which may arise after the date this Agreement is signed, nor will
it affect any insurance claims or workers compensation claims filed prior
to the date of this Agreement. This Agreement will not affect Employee&#146;s
rights to retirement benefits to which Employee may be entitled. Further,
this Agreement will not affect any state unemployment compensation
benefits Employee may be entitled to as a result of the ending of
Employee&#146;s employment with the Company.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>14.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee represents and warrants that Employee is the sole owner of the
actual or alleged claims, actions, demands, causes of action, accounts and
other matters released herein; that the same have not been assigned,
transferred or disposed of in fact, by operation of law or in any manner
whatsoever; and that Employee has the full right and power to grant,
execute and deliver the releases, undertakings and agreements herein
contained.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>15.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee acknowledges and agrees that this Agreement and the Severance
Agreement constitute the entire agreement and understanding between
Employee and the Company. Except as otherwise modified by the terms of
this Agreement, the parties agree that the terms of the Severance
Agreement remain in full force and effect. Employee further acknowledges
and agrees that in executing this Agreement, Employee has not relied on
any promises or representations other than those set forth in this
Agreement. For these reasons, it is important that Employee reads this
carefully before signing it. The Company advises Employee to consult with
an attorney of Employee&#146;s choice before signing.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><U><B>CONFIDENTIALITY, SOLICITATION AND NON-INTERFERENCE</B></U>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>16.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>The provisions in this Agreement with regard to Confidentiality shall be
cumulative to those of any agreement regarding confidentiality which were
signed or may be signed by the Employee. If Employee has not already done
so,</B></TD>
</TR>


</TABLE>

<P align="left" style="font-size: 10pt">Page 4
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee agrees to be bound by the Company&#146;s Confidentiality, Computer
Responsibility and Professional Certification Agreement incorporated by
reference herein. In addition, Employee shall not reveal or utilize
information, knowledge or data which is confidential as defined in this
Agreement and learned during the course of or as a result of Employee&#146;s
employment with the Company which relates to: (a)&nbsp;the Company and/or any
other business entity in which the Company during the course of the
Employee&#146;s employment has directly or indirectly held a greater than 10%
equity interest whether voting or non-voting; or (b)&nbsp;the Company&#146;s
customers, employees, agents, brokers and vendors. The Employee
acknowledges that all such confidential information is commercially valuable
and is the property of the Company. Upon the termination of Employee&#146;s
employment, Employee shall return all confidential information to the
Company, whether it exists in written, electronic, computerized or other
form.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>17.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>For purposes of this Agreement, &#147;confidential information&#148; includes all
information, knowledge or data (whether or not a trade secret or protected
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 the business and technical
information of the Company or other entities as described above. Such
information may without limitation include information relating to data,
finances, marketing, pricing, profit margins, underwriting, claims, loss
control, marketing and business plans, renewals, software, processing,
vendors, administrators, customers or prospective customers, products,
brokers, agents and employees.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>18.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee agrees that while Employee is employed by the Company, and for a
period of 12&nbsp;months following Employee&#146;s termination of employment with
the Company for any reason, Employee will not employ, offer to employ,
engage as a consultant, or form an association with any person who is then
an employee of the Company or any Subsidiary or Affiliate of the Company,
nor will Employee assist any other person in soliciting for employment or
consultation any person who is then an employee of the Company or any
Subsidiary or Affiliate of the Company. The restrictions contained in
this Paragraph shall not apply to the following: (a)&nbsp;any employee of the
Company for whom either the Company&#146;s Chief Executive Officer or the
Executive Vice President of HR and Corporate Services provides a waiver of
this Paragraph&nbsp;18 in writing; or (b)&nbsp;any employee of CNA Re who has been
given notice of termination of employment by the Company.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>19.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee agrees that while Employee is employed by the Company, and for a
period of 12&nbsp;months following Employee&#146;s termination of employment with
the Company for any reason, Employee will not disturb or attempt to
disturb any business relationship or agreement between either the Company
or an Affiliate</B></TD>
</TR>


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    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>and any other person or entity including but not limited to customers,
agents, suppliers, vendors, contractors, employees and business partners.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><U><B>ASSISTANCE WITH CLAIMS</B></U>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>20.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee agrees that, while Employee is employed by Company, and for a
reasonable period (not less than 24&nbsp;months from the date of termination)
thereafter, Employee will be available, on a reasonable basis, to assist
the Company and its subsidiaries and affiliates in the prosecution or
defense of any claims, suits, litigation, arbitrations, investigations or
other proceedings, whether pending or threatened (&#147;Claims&#148;) that may be
made or threatened by or against the Company or any of its subsidiaries or
affiliates. Employee agrees, unless precluded by law, to promptly inform
the Company if Employee is requested (i)&nbsp;to testify or otherwise become
involved in connection with any Claim against the Company or any
subsidiary or affiliate or (ii)&nbsp;to assist or participate in any
investigation (whether governmental or private) of the Company or any
subsidiary or affiliate or any of their actions, whether or not a lawsuit
has been filed against the Company or any of its subsidiaries or
affiliates relating thereto. If Employee is required to assist the
Company under this Paragraph&nbsp;20, the Company agrees to provide reasonable
compensation to the Employee at an hourly rate computed by dividing
Employee&#146;s base salary as of her termination by 2080 hours for such
assistance. The Company shall also reimburse Employee or cause the
Employee to be reimbursed for any out-of-pocket expenses reasonably
incurred by the Employee in complying with this section.</B></TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><U><B>ENFORCEMENT, PRIVACY, MODIFICATION AND CONSTRUCTION</B></U>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>21.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee acknowledges that the Company&#146;s customer, employee and business
relationships are long-standing, indeed, near permanent and therefore are
of great value to the Company. The Employee agrees that neither any of
the provisions in this Agreement nor the Company&#146;s enforcement of it
alters or will alter Employee&#146;s ability to earn a livelihood for Employee
and for Employee&#146;s family and further that both are reasonably necessary
to protect the Company&#146;s legitimate business and property interests and
relationships, especially those which Employee was responsible for
developing or maintaining. Employee agrees that Employee&#146;s actual or
threatened breach of the covenants set forth in this Agreement would cause
the Company irreparable harm and the Company is entitled to an injunction,
in addition to whatever other remedies may be available, to restrain such
actual or threatened breach. Employee agrees that if bond is required in
order for the Company to obtain such relief, it need only be in a nominal
amount and that Employee shall reimburse the Company for all</B></TD>
</TR>


</TABLE>

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    <TD width="1%">&nbsp;</TD>
    <TD><B>costs of any such suit, including the Company&#146;s reasonable attorneys&#146; fees.
Employee consents to the filing of any such suit against Employee in the
state or federal courts located in Illinois or any state in which Employee
resides. Employee further agrees that 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
Illinois and irrespective of rules regarding choice of law or conflicts of
laws.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>22.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Except as otherwise required by law, the Company and Employee agree that
the existence of, and the terms of, this Agreement shall be confidential,
and that the Company and Employee will not disclose any information
concerning the existence of, or the terms of, this Agreement to anyone,
including but not limited to past, present and future employees of the
Company, provided, however, that Employee shall be permitted to disclose
the existence and terms of this Agreement to Employee&#146;s own attorney,
financial advisor, Employee&#146;s immediate family and AON Corporation.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>23.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee and the Company agree that this Agreement may not be modified in
any way except in a written agreement signed by both Employee and an
authorized representative of the Company.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>24.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Should any provision of this Agreement be declared or determined to be
invalid by any court, agency, department or commission, then at the option
of the Company, the validity of the remaining parts shall not be affected
thereby and the invalid part shall be deemed not to be a part of this
Agreement.</B></TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>25.</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Employee will have up to twenty-one days after receiving this Agreement
to sign it. Employee will also have seven days after the date it is
signed to change Employee&#146;s mind and revoke this decision. If Employee&#146;s
mind does change and Employee wants to revoke the decision, Employee must
give written notice to Robert Keith at CNA Plaza, 333 S. Wabash, 31st
Floor, Chicago, IL 60685 so that it is received no later than the eighth
day after the date it is signed by the Employee.</B></TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt"><B>IN WITNESS WHEREOF, Employee and the Company after carefully reading the
provisions of this Agreement, declare that they understand such provisions and
willingly accept and agree thereto by executing this Agreement.</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>/s/ Deborah L. McClenahan</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>12/15/03</B></TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><HR size="1" noshade><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Deborah L. McClenahan</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Date</B></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>/s/Thomas Ponterelli</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>12/15/03</B></TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><HR size="1" noshade><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>for Continental Casualty Company</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Date</B></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>




<P align="left" style="font-size: 10pt">Page 7
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