Exhibit 10(10)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of JANUARY 1, 2002 by and between CNA Surety
Corporation a Delaware corporation or its subsidiaries ("the Company"), and
XXXXX X. XXXX ("the Executive").
WITNESSETH:
WHEREAS, the Company wishes to continue to employ the Executive and the Company
and the Executive desire to enter into an agreement embodying the terms of such
employment (the "Agreement"); and
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
Company and the Executive hereby agree as follows:
1. EMPLOYMENT.
a. AGREEMENT TO EMPLOY. Upon the terms and subject to the conditions
of this Agreement, the Company hereby agrees to continue to employ
Executive and Executive agrees to employment by the Company.
b. TERM OF EMPLOYMENT. Except as provided in Paragraph 5(a), the Company
shall employ Executive for the period commencing on January 1, 2002 (the
"Commencement Date") and ending on December 31, 2003. The period during
which Executive is employed pursuant to this Agreement and any extensions
set forth in Paragraph 1(c) of this Agreement shall be referred to as the
"Employment Period."
c. RENEWAL. Upon expiration of the original term of this Agreement set
forth in Paragraph 1(b) of this Agreement, this Agreement shall renew
automatically for one (1) additional one (1) year term unless the Company
or the Executive provides the other ninety days written notice that the
Agreement will not be renewed.
2. POSITION AND DUTIES.
a. POSITION. During the Employment Period, Executive shall serve as Senior
Vice President, International Surety of the Company or in such other
position or positions in the Company and/or in any of its subsidiaries as
he and the Company shall mutually agree. In addition, Executive shall
serve in such other position or positions with the Company and its
subsidiaries commensurate with his position and experience as the Board of
Directors of the Company (the "Board") shall from time to time specify.
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b. DUTIES. During the Employment Period, Executive shall have the duties,
responsibilities, and obligations, as the Board shall from time to time
specify. Executive shall devote his full time to the services required of
him hereunder, except for vacation time and reasonable periods of absence
due to sickness, personal injury or other disability, and shall use his
best efforts, judgment, skill and energy to perform such services in a
manner consonant with the duties of his position and to improve and
advance the business and interests of the Company and its subsidiaries.
Nothing contained herein shall preclude Executive from (i) serving on the
board of directors of any business corporation with the consent of the
Board or (ii) serving on the Board of, or working for, any charitable or
community organization.
c. LOCATION. Subject to normal business travel, Executive shall perform
his service hereunder in and shall not be required to change his place or
residence from the Atlanta metropolitan area.
3. COMPENSATION.
a. BASE SALARY. During the Employment Period, the Company shall pay
Executive a base salary of $195,000 per year, payable in bi-weekly
installments. The President and the Compensation Committee of the Board
shall annually review Executive's base salary in light of competitive
practices and the performance of Executive and the Company, and may, in
their discretion, increase such base salary by an amount they determine to
be appropriate. Any such increase shall not reduce or limit any other
obligation of the Company hereunder, Executive's base salary as set forth
above or as may be increased from time to time and shall not be reduced
without the mutual written consent of the Company and the Executive.
Executive's base salary as defined in this paragraph may be referred to
hereinafter as "Base Salary."
b. ANNUAL BONUS. For each calendar year ending during the Employment
Period, Executive may earn an annual bonus based on the achievement of
target levels of performance achieved during the calendar year. During the
first quarter of each year during the term of this Agreement, the
President and the Compensation Committee of the Board in their sole
discretion shall determine the targets and the bonus percentage ("Bonus
Target") for which the Executive shall be eligible, which bonus
percentages shall range from 0% to 70% of the Executive's Base Salary
based upon the performance targets determined by the President and the
Compensation Committee of the Board. The actual bonus, if any, payable for
any such year shall be determined solely by the President and the
Compensation Committee of the Board based upon the performance of the
Company and/or Executive against the targets with a 35% target for "good
performance".
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c. LONG-TERM INCENTIVE COMPENSATION. During the term of the Employment
period, Executive shall participate in all of the Company's existing and
future long-term incentive compensation programs for key executives at a
level commensurate with his position at the Company and consistent with
the Company's then current policies and practices, as determined by the
President and the Compensation Committee of the Board. Long Term Incentive
Compensation shall be targeted by the President and the Compensation
Committee of the Board in accordance with the terms of the Company's Long
Term Incentive Compensation Plan.
d. STOCK OPTIONS. The Executive shall be eligible for additional grants of
stock options under the terms and conditions of the Stock Option Plan
dated February 24, 1997.
4. BENEFITS, PERQUISITES AND EXPENSES.
a. BENEFITS. During the Employment Period, to the extent he is eligible to
participate in any welfare or retirement plans now existing or established
hereafter under their generally applicable provisions, Executive may
participate in (i) each welfare benefit plan which may be sponsored or
maintained by the Company, including, without limitation, each group life,
hospitalization, medical, dental, health, accident or disability insurance
or similar plan or program of the Company, and (ii) each retirement,
profit sharing, deferred compensation or savings plan which may be
sponsored or maintained by the Company. Nothing in this Paragraph 4(a)
shall limit the Company's right to amend or terminate any such plan.
Notwithstanding any plan language to the contrary, Executive shall be
eligible for four (4) weeks paid vacation, for the year commencing January
1, 2002 and each subsequent year of the Employment Period.
b. BUSINESS EXPENSES. During the Employment Period, the Company shall pay
or reimburse Executive for all reasonable expenses incurred or paid by
Executive in the performance of Executive's duties hereunder, upon
presentation of expense statements or vouchers and such other information
as the Company may require and in accordance with the generally applicable
policies and procedures of the Company as may be amended by it from time
to time.
c. ADDITIONAL BENEFITS. In addition to the foregoing, during the
Employment Period, the Executive shall be entitled to reimbursement from
the Corporation for (1) professional tax advice and services and (2) up to
$5,000 per year for financial planning advice and services.
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5. TERMINATION OF EMPLOYMENT OR NON-RENEWAL OF AGREEMENT.
a. EARLY TERMINATION OF THE EMPLOYMENT PERIOD. Notwithstanding
Paragraph 1(b), the Employment Period shall end upon the earliest to
occur of (i) a termination of Executive's employment on account of
Executive's death or Disability, (ii) a Termination for Cause, (iii)
a Termination Without Cause, (iv) a Termination for Good Reason or
(v) Termination for Change in Control.
b. BENEFITS PAYABLE UPON TERMINATION OR NONRENEWAL. Following the early
termination of the Employment Period pursuant to Paragraph 5(a) or
Nonrenewal of this Agreement pursuant to Paragraph 1(c), Executive
(or, in the event of his death, his surviving spouse, if any, his
estate, or such other beneficiary as the Executive may designate by
written notice to the Company) shall be paid compensation in
accordance with the following provisions:
(i) Should the Executive's employment with the Company terminate
for any reason, his Earned Salary and accrued vacation shall
be paid through his last day of employment at the end of the
Company's next regular pay period and Vested Benefits shall be
payable in accordance with their terms. In addition:
(ii) Should the Executive's employment with the Company terminate
for Cause or should the Executive terminate this Agreement
without Good Reason, other than the payments set forth in
Paragraph 5(b)(i) above and any entitlement to any Vested
Benefits, the Company shall have no further obligations to the
Executive;
(iii) Should the Executive's employment with the Company terminate
Without Cause, for Good Reason, for Change of Control or
because of the non-renewal of this Agreement, he shall be paid
the Severance Benefit, Additional Benefits, Vested Benefits
and Incentive Compensation. Notwithstanding anything to the
contrary in this Agreement, no Severance Benefit or Incentive
Compensation shall be payable if the Executive violates the
terms and covenants of section 6 of this Agreement. Moreover,
Executive agrees that if he violates section 6 of this
Agreement he shall repay forthwith the Company any amount of
the Severance Benefit or Incentive Compensation previously
paid pursuant to this
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Paragraph 5(b)(i). In addition, should the Executive's
employment with the Company terminate due to a Termination for
Change in Control, any stock options Executive shall have
received which are unvested at the time of such termination
shall immediately accelerate and become fully vested and the
exercise period for such options shall be extended to permit
the Executive to exercise such options during the two year
period immediately following the Executive's termination.
(iv) Should the Executive's employment with Company terminate due
to death or Disability, the Company shall pay the Executive an
amount equal to a pro-rated amount equal to the product of the
Bonus Target for the year in which termination occurs and a
fraction the numerator of which is equal to the number of days
in the calendar year of the Executive's termination of
employment which have elapsed as of the date of such
termination and the denominator of which is 365; plus
long-term cash Incentive Compensation awards held by the
Executive at the date of his termination, which shall be
payable, if at all, based upon actual Company performance
results (but without regard to any individual performance
criteria) for the applicable pro rata portion of performance
period.
c. TIMING OF PAYMENT. The payments referred to in Paragraph 5(b) shall
be made as follows: Earned Salary shall be paid in cash in a single
lump sum as soon as practicable, but in no event more than ten
business days, following the end of the Employment Period. Severance
Benefits shall be paid in equal biweekly installments during the two
year period immediately following the Executive's termination.
Incentive Compensation shall be payable at the same time as similar
awards are paid to other executives still actively employed by the
Company and participating in the plans under which the awards are
payable. Vested Benefits shall be payable in accordance with the
terms of the plan (including, without limitation, the extension of
the exercise period of options under any stock option plan) under
which such benefits have been awarded or accrued. Additional
Benefits shall be provided or made available at the times specified
below as to each such Additional Benefit.
d. DEFINITIONS. For purposes of sections 5 and 6, capitalized terms
have the following meanings:
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"ADDITIONAL BENEFITS" consists of the following rights and benefits:
except as otherwise provided below, Executive (and, to the extent
applicable, his dependents) will be entitled to continue participation in
all of the Company's health benefit plans (the "Health Plans"), until the
second anniversary of Executive's termination of employment (the "End
Date"); provided that Executive's participation in the Company's Health
Plans shall cease on any earlier date that Executive becomes eligible for
comparable benefits from a subsequent employer. To the extent any such
benefits cannot be provided under the terms of the applicable plan, policy
or program, the Company shall provide a comparable benefit under another
plan or from the Company's general assets. Executive's participation in
the Health Plans will be on the same terms and conditions that would have
applied had Executive continued to be employed by the Company through the
End Date. The Company shall deduct the Executive's cost of the foregoing
benefits from the Executive's Severance Benefit payments at the same
intervals as they were deducted from his Base Salary during the Employment
Period.
"DISABILITY" means disability as defined in the Company's Long Term
Disability Plan.
"EARNED SALARY" means any Base Salary earned, but unpaid, for services
rendered to the Company on or prior to the date on which the Employment
Period ends pursuant to Paragraph 5(a) or because of the Nonrenewal of
this Agreement pursuant to Paragraph 1(c).
"INCENTIVE COMPENSATION" consists of the sum of:
(i) a pro-rated amount equal to the product of the average of the actual
performance bonuses paid to the Executive by the Company during the
two calendar years prior to the year in which termination occurs
("Prior Bonus") and a fraction the numerator of which is equal to
the number of days in the calendar year of Executive's termination
of employment which have elapsed as of the date of such termination
and the denominator of which is 365; plus
(ii) an amount equal to twice the amount of the Prior Bonus; plus
(iii) any long-term cash incentive compensation awards held by Executive
at the date of his termination, which shall be payable, if at all,
based upon actual Company performance results (but without regard to
any individual
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performance criteria) for the applicable pro rata portion of
performance period.
"SEVERANCE BENEFIT" means two years Base Salary based upon the
Executive's Base Salary on the date the Executive's employment terminates.
"TERMINATION FOR CHANGE IN CONTROL" means a termination of
Executive's employment by the Company for any reason other than a
Termination for Cause at the sole discretion of the Company within one
year following the date upon which (i) Continental Casualty Company and
any affiliates no longer are able collectively to elect a majority of the
Board, (ii) a sale of all or substantially all of the assets of the
Company is consummated or (iii) a merger, consolidation or other business
combination involving the Company and an unaffiliated third party is
consummated in which the Company is not the surviving corporation.
"TERMINATION FOR CAUSE" means a termination of the Executive's
employment by the Company (A) due to conduct of the Executive, which is
determined by the Board, in its sole discretion, to be to: (i) a willful
and continued failure to perform the material duties of his position, (ii)
a fraud against the Company or (iii) a material breach of any provision of
this Agreement which has had (or is expected to have) a material adverse
effect on the business of the Company or its subsidiaries; or (B) due to
the Executive's conviction of a felony.
"TERMINATION FOR GOOD REASON" means a termination of Executive's
employment by Executive within 90 days following (i) a material diminution
in Executive's positions, duties and responsibilities from those described
in Paragraph 2 hereof, (ii) the removal of Executive from, or the failure
to re-elect Executive as a member of the Board, (iii) a reduction in
Executive's annual Base Salary, (iv) a material reduction in the aggregate
value of the retirement, profit sharing and welfare benefits provided to
Executive from those in effect as of the Commencement Date (other than a
reduction which is proportionate to the reductions applicable to other
senior executives pursuant to a cost-saving plan that includes all senior
executives). Notwithstanding the foregoing, a termination shall not be
treated as a Termination for Good Reason (i) if Executive shall have
consented in writing to the occurrence of the event giving rise to the
claim of Termination for Good Reason or (ii) unless Executive first shall
have delivered a written notice to the Company within 30 days of his
having actual knowledge of the occurrence of one of such events stating
that he intends to terminate his employment for Good Reason and specifying
the factual basis for such termination, and such event, if capable of
being cured, shall not have been cured within 30 days of the receipt of
such notice.
"TERMINATION WITHOUT CAUSE" means any termination of Executive's
employment by the Company other than a Termination for Cause.
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"VESTED BENEFITS" means amounts which are vested or which Executive
is otherwise entitled to receive under the terms of or in accordance with
any plan maintained by the Company at or subsequent to the date of his
termination without regard to the performance by Executive of further
services or the resolution of a contingency.
e. FULL DISCHARGE OF COMPANY OBLIGATIONS. In consideration of
receiving any payments or benefits under Section 5 of this
Agreement, the Executive agrees to sign a release in the form
attached to this Agreement as Exhibit A, as a condition
precedent to receiving them. The amounts payable to Executive
pursuant to this Section 5 following termination of his
employment (including amounts payable with respect to Vested
Benefits) shall be in full and complete satisfaction of
Executive's rights under this Agreement and any other claims
he may have in respect of his employment by the Company or any
of its subsidiaries. Such amounts shall constitute liquidated
damages with respect to any and all such rights and claims and
upon Executive's receipt of such amounts, the Company shall be
released and discharged from any and all liability to
Executive in connection with this Agreement or otherwise in
connection with Executive's employment with the Company and
its subsidiaries. Nothing in this Paragraph 5(e) shall be
construed to release the Company from any obligation to
indemnify Executive and hold Executive harmless from and
against any claim, loss or cause of action arising from or out
of Executive's performance as an officer, director or employee
of the Company or any of its subsidiaries or in any other
capacity, including any fiduciary capacity, in which Executive
served at the request of the Company to the maximum extent
permitted by applicable law and the certificate of
incorporation and by-laws of the Company.
6. NONCOMPETITION AND CONFIDENTIALITY.
By and in consideration of the salary, benefits and other consideration,
contained in this Agreement, the adequacy and receipt of which is hereby
acknowledged, the Executive agrees that:
a. NONCOMPETITION. During the Employment Period and during the two year
period (the "Restriction Period") following any termination or
Nonrenewal of the Executive's employment, the Executive shall not
whether as a principal, partner, employee, agent, consultant,
shareholder (other than as a holder, or a member of a group which is
a holder, of not in excess of 1% of the outstanding voting shares of
any publicly traded company) or in any other relationship or
capacity: (i) become associated with any entity that is actively
engaged or takes any steps to plan to be engaged in any geographic
area in the surety
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business or in any other business which in competition with the
business in which the Company is engaged or to the Executive's
knowledge is actively considering becoming engaged, (ii) contact,
call upon, solicit business from, sell, or render services to, any
customer or licensed agent of the Company with respect to any
service or product identical or similar to any services or products
provided or sold by the Company, including but not limited to
current products or those under development, distribution strategy,
development of computer software and administrative systems for
administration.
b. CONFIDENTIALITY. The Executive acknowledges and agrees that all
records (whether written or recorded electronically) including but
not limited to agent and client lists, files, reports, notes,
internal memoranda and manuals relating to the Company's business;
business plans, business processing techniques, systems and
methods; sales processes, sales and training manuals; underwriting
procedures and manual; budgets; financial statements;
compilations; or summaries of the foregoing, by whomever prepared,
and copies or reproductions of the foregoing, relating to the
Company's operations or activities, or to the operations or
activities of any of the Company's customers, agents, suppliers,
vendors, or subsidiary companies thereof, made or received by the
Executive during the course of this employment with the Company
have been, are and shall remain the sole and exclusive property of
the Company and were held by the Executive during his employment
only as a trustee for the Company which, at all times, retained
ownership and control of said records.
c. NON-SOLICITATION OF EMPLOYEES. During the Employment Period and the
one year period following any termination or Nonrenewal of
Executive's employment, Executive shall not directly or indirectly
solicit, nor shall any entity with which the Executive is associated
encourage or induce any employee of the Company or any of its
subsidiaries to terminate employment with it, and shall not directly
or indirectly, either individually or as owner, agent, employee,
consultant or otherwise, employ or offer employment to any person
who is or was employed by the Company or a subsidiary thereof unless
such person shall have ceased to be employed by it for a period of
at least six months.
d. COMPANY PROPERTY. Except as expressly provided herein, promptly
following Executive's termination of employment, Executive shall
return to the Company all property of the Company, and all copies
thereof in Executive's possession or under his control.
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e. INJUNCTIVE RELIEF AND OTHER REMEDIES WITH RESPECT TO COVENANTS.
Executive acknowledges and agrees that the covenants and obligations
of Executive with respect to noncompetition, nonsolicitation,
confidentiality and Company property, relate to special, unique and
extraordinary matters and that a violation of any of the terms of
such covenants and obligations will cause the Company irreparable
injury for which adequate remedies are not available at law.
Executive acknowledges and agrees that the geographic scope of his
employment with the Company is national, and that the national
geographic and the two year restrictions placed upon him in
Paragraph 6 of this Agreement are reasonable and necessary to the
preservation and vitality of the Company's business, reputation, and
good will due to the nature of the Company's business, and given his
knowledge and expertise within the insurance industry and the
consideration provided in this Agreement, that he will be able to
earn satisfactory livelihood or otherwise provide for his financial
security without violating such restrictions.
Therefore, Executive agrees that the Company shall (i) be entitled to, on
both an interim and final basis, an injunction, restraining order or such other
equitable relief (without the requirement to post bond) restraining Executive
from committing any violation of the covenants and obligations contained in this
section 6 and (ii) have no further obligation to make any payments to Executive
hereunder following any material violation of the covenants and obligations
contained in this section 6. These remedies are cumulative and are in addition
to any other rights and remedies the Company may have at law or in equity. In
connection with the foregoing provisions of this section 6, Executive represents
that his economic means and circumstances are such that such provisions will not
prevent him from providing for himself and his family on a basis satisfactory to
him.
The Executive and Company agree that section 6 of this Agreement is not
subject to the provisions of Paragraph 7(b). The Executive agrees that in the
event he violates said section 6 he will pay all costs and expenses with respect
to the prosecution or defense of any claim or suit brought by or against the
Company including, but not limited to, reasonable attorneys' fees. The Executive
further agrees that in the event he in any way violates the provisions set forth
in section 6, the Company would suffer irreparable harm for which both
preliminary and final injunctive relief would be an appropriate remedy in
addition to such other relief to which the company may also be entitled.
f. For purposes of Section 6 of this agreement "the Company" shall
include its subsidiaries.
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g. Notwithstanding anything herein to the contrary, should the
Executive terminate the employment period without Good Reason or
should the Company terminate it for Cause, the two year period
referred to at various points in this paragraph shall be reduced to
one year.
7. MISCELLANEOUS.
a. SURVIVAL. Paragraph 5 (relating to early termination), 6
(relating to noncompetition, nonsolicitation and
confidentiality, 7(b) (relating to arbitration), 7(c)
(relating to legal fees) and 7(m) (relating to governing
law) shall survive the termination hereof.
b. ARBITRATION. Except for disputes arising out of or relating
to the Provisions of section 6, any dispute arising out of
or relating to this Agreement, including each and every
aspect of the relationship of the Executive and the Company,
shall be resolved by binding arbitration. The arbitrator
shall be a retired federal judge. If the parties cannot
agree on an acceptable arbitrator, the dispute shall be
heard by a panel of three retired judges, one appointed by
each of the parties and the third appointed by the other two
arbitrators. The arbitrator shall hear and decide the
dispute not by compromise but according to law as if sitting
in court applying the rules of evidence. The arbitrator's
decision shall be in writing and shall set forth the facts
and law supporting such decision. The arbitration shall be
held in Chicago, Illinois and except as otherwise provided
in this Paragraph, shall be conducted in accordance with the
Voluntary Labor Arbitration Rules of the American
Arbitration Association then in effect at the time of the
arbitration.
c. BINDING EFFECT. This Agreement shall be binding on, and
shall inure to the benefit of, the Company and any person or
entity that succeeds to the interest of the Company
(regardless of whether such succession does or does not
occur by operation of law) by reason of the sale of all or a
portion of the Company's stock, a merger, consolidation or
reorganization involving the Company or, unless the Company
otherwise elects in writing, a sale of the assets of the
business of the Company (or portion thereof) in which
executive performs a majority of his services. This
Agreement shall also inure to the Benefit of Executive's
heirs, executors, administrators and legal representatives.
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d. ASSIGNMENT. Except as provided under Paragraph 7(c), neither
this Agreement not any of the rights or obligations
hereunder shall be assigned or delegated by any party hereto
without the prior written consent of the other party.
e. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the
matters referred to herein. Not other agreement relating to
the terms of Executive's employment by the Company, oral or
otherwise, shall be binding between the parties unless it is
in writing and signed by the party against whom enforcement is
sought. There are no promises, representations, inducements,
or statements between the parties other than those that are
expressly contained herein. Executive acknowledges that he is
entering into this Agreement of his own free will and accord,
and with no duress, that he has read this Agreement and that
he understands it and its legal consequences.
f. SEVERABILITY; REFORMATION. In the event that one or more of
the provisions of this Agreement shall become invalid,
illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions
contained herein shall not be affected thereby. In the event
that any of the provisions of any of Paragraphs 6(a), (b) or
(c) is not enforceable in accordance with its terms,
Executive and the Company agree that such Paragraph shall be
reformed to make such Paragraph enforceable in a manner
which provides the Company the maximum rights permitted at
law.
g. WAIVER. Waiver by any party hereto of any breach or default by
the other party of any of the terms of this Agreement shall
not operate as a waiver of any other breach or default,
whether similar to or different from the breach or default
waived. No waiver of any provision of this Agreement shall be
implied from any course of dealing between the parties hereto
or from any failure by either party hereto to assert its or
his rights hereunder on any occasion or series of occasions.
h. NOTICES. Any notice required or desired to be delivered under
this Agreement shall be in writing and shall be delivered
personally, by courier service, by registered mail, return
receipt requested, or by telecopy and shall be effective upon
actual receipt by the party to
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which such notice shall be directed, and shall be addressed as
follows (or to such other address as the party entitled to
notice shall hereafter designate in accordance with the terms
hereof):
If to the Company:
CNA Surety Company
XXX Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
If to the Executive:
The home address of Executive noted on the records of the Company.
i. AMENDMENTS. This Agreement may not be altered, modified or
amended except by a written instrument signed by an
authorized representative of the Company and by the
Executive.
j. HEADINGS. Headings to Paragraphs in this Agreement are for
the convenience of the parties only and are not intended to
be part of or to affect the meaning or interpretation hereof.
k. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same
instrument.
l. WITHHOLDING. Any payments provided for herein shall subject
to withholding pursuant to applicable Federal, State, and
local law then in effect.
m. GOVERNING LAW. This Agreement shall be governed by the laws
of the State of Delaware, without reference to principles of
conflicts or choice of law under which the law of any other
jurisdiction would apply.
n. SOURCE OF PAYMENT. The payments and benefits provided for
herein other than stock options may, at the option of the
Company, be provided by one or more of its subsidiaries,
rather than the Company, itself.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has hereunto set his hand as of the
day and year first above written.
CNA SURETY CORPORATION EXECUTIVE
By: By:
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Xxxx X. Xxxxxxxx Xxxxx X. Xxxx
