EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 9th day
of February, 1999 (the "Signing Date"), by and between CNA Financial
Corporation, a Delaware corporation (the "Company"), and Bernard Hengesbaugh
("Executive");
WITNESSETH:
WHEREAS, Executive currently serves as the Chief Operating Officer of
the principal subsidiaries of the Company (i.e., the CNA insurance companies,
hereinafter the "CNA Companies"), and, commencing as of February 9, 1999, the
Company desires to promote Executive to the position of Chairman and Chief
Executive Officer of the CNA Companies, and Executive desires to be employed in
that position, all under the terms and subject to the conditions set forth
below:
NOW, THEREFORE, in consideration of the foregoing premises and the
promises and covenants herein, the parties hereto agree as follows:
1. Employment Term. The Company and Executive agree that the Company shall
continue to employ Executive to perform the duties of Executive Vice President
and Chief Operating Officer of the CNA Companies for the period commencing
January 1, 1999 (the "Effective Date"). Effective as of February 9, 1999,
Executive shall cease to be the Executive Vice President and Chief Operating
Officer of the CNA Companies, and shall be elected as Chairman and Chief
Executive Officer of the CNA Companies on the terms and subject to the
conditions set forth herein for a term continuing through and until December 31,
2000 or such earlier date as of which Executive's employment is terminated in
accordance with Section 6 hereof.
2. Duties of Executive.
(a) Executive shall assume the duties and responsibilities of the Chief
Executive Officer of the CNA Companies as of February 9, 1999. As Chief
Executive Officer, Executive shall have responsibility for the day to day
operations of the CNA Companies and for development and implementation of the
CNA Companies' business plans and strategies. Executive shall report to the
Board of Directors of the Company (the "Board"). It is the anticipation of the
parties that, subject to the right vested by law in the stockholders and
directors, respectively, to elect directors and officers, Executive shall be
elected to the Board on February 9, 1999, and Executive shall be elected and
shall serve as a member of the Board of Directors of each of the CNA Companies,
and shall serve as the Chairman of the Board of Directors of each of the CNA
Companies, and if so elected Executive agrees to serve on such boards in such
capacity without additional compensation.
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CNA FINANCIAL CORPORATION
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(b) Executive shall diligently and to the best of his abilities assume,
perform, and discharge the duties and responsibilities of Chairman and Chief
Executive Officer of the CNA Companies, as well as such other specific duties
and responsibilities as the Board shall assign or designate to Executive from
time to time. Executive shall devote substantially all of his working time to
the performance of his duties as set forth herein and shall not, without the
prior written consent of the Board, accept other employment or render or perform
other services, nor shall he have any direct or indirect ownership interest in
any other business which is in competition with the business of the Company or
the CNA Companies, other than in the form of publicly traded securities
constituting less than five percent (5%) of the outstanding securities of a
corporation (determined by vote or value) or limited partnership interests
constituting less than five percent (5%) of the value of any such partnership.
The foregoing shall not preclude Executive from engaging in charitable,
professional, and personal investment activities, provided that, in the judgment
of the Board, such activities do not materially interfere with his performance
of his duties and responsibilities hereunder.
3. Compensation.
(a) The Company shall pay to Executive, commencing December 3, 1998 and
continuing for the period he is employed by the Company hereunder, an annual
base salary of NINE HUNDRED FIFTY THOUSAND AND NO ONE HUNDREDS DOLLARS
($950,000.00), payable not less frequently than monthly (the "Base
Compensation"). Such salary shall be reviewed not less frequently than annually
by the Board with a view to making such adjustments as the Board deems equitable
and appropriate based on Executive's performance and the overall profitability
and revenue growth of the CNA Companies, provided that no such adjustment shall
be made which would reduce Executive's annual Base Compensation to less than
$950,000.00 without his consent.
(b) Executive shall be entitled to an Incentive Compensation Award, in
accordance with the CNA Financial Corporation Incentive Compensation Plan for
Certain Executive Officers (the "Incentive Compensation Plan"). The amount of
the Incentive Compensation Award shall be based on the performance of the
Company and its subsidiaries for the calendar years 1999 and 2000, respectively,
and the award for each year shall be payable in a cash lump sum as soon as
practicable after the end of the year, but in no event prior to the date on
which the Committee, as that term is defined in the Incentive Compensation Plan
(the "Committee"), certifies the amount, if any, which has been earned for the
year. The amount of the Incentive Compensation Award for Executive shall be
determined in accordance with the following:
(i) The amount of the Incentive Compensation Award for the calendar year
1999 shall be determined as follows:
A preliminary determination of the amount of the Incentive Compensation
Award payable to Executive with respect to calendar year 1999 shall be made by:
(I) dividing the lesser of (A) the Net Income for the 1999 calendar year or
(B) $100 million by (C) $100 million, and multiplying the resulting percentage
by $950,000;
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(II) dividing the lesser of (A) the Net Income for the calendar year in
excess of $200 million for the calendar year or (B) $300 million by (C) $300
million, and multiplying the resulting percentage by 200% of $950,000; and
(III) adding the products of (I) and (II).
(ii) The amount of the Incentive Compensation Award for the calendar year
2000 shall be determined as follows:
A preliminary determination of the amount of the Incentive Compensation Award
payable to Executive with respect to calendar year 2000 shall be made by:
(I) dividing the lesser of (A) the Net Income for the 2000 calendar year or
(B) $200 million by (C) $200 million, and multiplying the resulting percentage
by $950,000;
(II) dividing the lesser of (A) the Net Income for the calendar year in
excess of $200 million for the calendar year or (B) $300 million by (C) $300
million, and multiplying the resulting percentage by 200% of $950,000; and
(III) adding the results of (I) and (II).
(iii) The actual amount of the Incentive Compensation Award payable to
Executive with respect to a calendar year shall be determined each year by the
Incentive Compensation Committee based on Executive's overall performance, but
in all events the amount of the Incentive Compensation Award shall not be less
than 90% nor more than 100% of the preliminary determination of the Incentive
Compensation Award under paragraphs (I) and (II) next above.
(iv) For purposes of this paragraph (b), the term "Net Income" shall have
the meaning ascribed to it in the Incentive Compensation Plan; provided that,
for the avoidance of doubt, it is recited here that the term "Net Income" of the
Company and its subsidiaries for any calendar year shall mean the after tax Net
Income of the Company and all of its subsidiaries for the calendar year as
reflected on the companies' audited consolidated financial statements for such
year as filed with the Security and Exchange Commission less an amount equal to
the "Net Realized Investment Gains" included in Net Income as reported in the
audited consolidated financial statements, but increased by an amount equal to
the "Net Realized Investment Losses" included in Net Income as reported in the
audited financial statements. The foregoing notwithstanding, (I) the Net Income
shall be determined without taking into account any entry intended to reflect
the cumulative effect in prior periods of any change in accounting principles
used in preparing current period financial statements, and (II) the amount of
Net Income for 1999 shall be determined without including any adjustments
provided by SOP 97-3 (i.e., as though SOP 97-3 were inapplicable to any aspect
of such determination).
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4. Other Benefits. Executive shall be entitled to participate in the
various benefit plans, programs or arrangements established and maintained by
the Company from time to time and applicable to senior executives of the Company
such as, but not by way of limitation, vacation pay, health and major medical
insurance, dental insurance, life insurance, long-term disability insurance,
both qualified and supplemental retirement or savings plans, and long-term
incentive compensation plans, and to receive all fringe benefits made available
to Grade 96 employees of the Company. Executive's entitlement to participate in
any such plan, program or arrangement shall, in each case, be subject to the
terms and conditions thereof, subject to the following:
(a) In determining the amount of Executive's retirement benefit under the
CNA Employees' Retirement Benefit Equalization Plan or any other supplemental
retirement plan or program in which Executive may participate, Executive's
compensation or pensionable earnings shall be deemed to include all Incentive
Compensation Awards or other incentive compensation payable to Executive (with
such amounts to be includible at the time they would otherwise be paid in the
absence of any elective deferral by Executive).
(b) The Company maintains the CNA Employees' Supplemental Savings Plan (the
"Supplemental Plan"), which currently permits participants to make elective
deferrals of certain compensation (the "Eligible Compensation"), not to exceed
16% of the Eligible Compensation. Further, the Supplemental Plan currently
provides for an additional Company allocation equal to 70% of the amount
electively deferred by the participant under the plan, not to exceed 6% of the
participant's Eligible Compensation. For purposes of determining the maximum
amount which may be deferred under the Supplemental Plan, and for purposes of
determining the amount of the matching allocation, Executive's "Eligible
Compensation" shall include all Incentive Compensation Awards or other incentive
compensation payable to Executive (with such amounts to be includible at the
time they would otherwise be paid to Executive in the absence of any elective
deferral by Executive).
5. Expense Reimbursement. Executive shall be entitled to reimbursement by
the Company for all reasonable and customary travel and other business expenses
incurred by Executive in carrying out his duties under this Agreement, in
accordance with the general reimbursement policies adopted by the Company from
time to time. Executive shall report all such expenditures not less frequently
than monthly accompanied by adequate records and such other documentary evidence
as required by the Company or by Federal or state tax statutes or regulations
governing the substantiation of such expenditures.
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6. Termination of Employment. Executive's employment with the Company
hereunder shall continue until the earlier of December 31, 2000 or the date on
which his employment is terminated pursuant to this Section 6. Either party may
terminate Executive's employment with the Company by written notice to the other
party effective as of the date specified in such notice and Executive's
employment shall automatically terminate in the event of Executive's death. Upon
termination of Executive's employment under this Agreement, the rights of the
parties under this Agreement shall be determined pursuant to this Section 6.
6.1 Death and Disability. In the event of the death of Executive or, at the
Company's election, in the event of his Permanent Disability (as defined below)
during the term of this Agreement and while Executive is in the employ of the
Company, Executive's employment shall terminate; provided, however, that:
(a) The Company shall pay to Executive or his personal representatives,
heirs or beneficiaries as the case may be, (i) any unpaid Base Compensation,
including credited but unused vacation pay accrued up to the date of such
termination, (ii) any unpaid Incentive Compensation Award described in paragraph
3(b) with respect to the calendar year prior to Executive's death or Permanent
Disability, and (iii) a pro-rata portion of the amount of the Incentive
Compensation Award earned for the calendar year in which the termination occurs
determined by multiplying the Incentive Compensation Amount earned for the
period through the end of the calendar year of termination (as determined by
actual performance through the end of that year) by the number of days in the
calendar year prior to the date of termination and dividing such product by 365.
(b) The rights of Executive or his personal representatives, heirs or
beneficiaries under any benefit plan, program or arrangement in which he was
participating at the time of his termination, including any benefits which shall
have accrued and vested under the terms of any plan, program or arrangement
described in Section 4, and his right under any long-term incentive compensation
plan, shall remain unaffected and shall be determined by the applicable terms of
such plans, programs or arrangements.
For purposes of this Agreement, the term "Permanent Disability" means a physical
or mental condition of Executive which, as determined by the Board in its sole
discretion based on all available medical information, is expected to continue
indefinitely and which renders Executive incapable of performing any substantial
portion of the services contemplated hereunder.
6.2 Termination For Cause by the Company. In the event that Executive shall
engage in any conduct which the Board, in good faith, shall determine to be
fraudulent, a substantial breach of any material provision of this Agreement,
willful malfeasance or gross negligence, or inconsistent with the dignity and
character of a senior executive of the Company, and only if such conduct is
determined by the Board, acting in good faith, to have a material adverse effect
on the business of the Company (defined herein as "Cause"), the Company shall
have the right to terminate Executive's employment with the Company by written
notice to Executive effective as of the date of such notice. Upon such
termination, the Company shall have no further obligations under this Agreement
other than for the payment of any unpaid Base Compensation accrued through the
date of termination, any unpaid Incentive Compensation Award described in
paragraph 3(b) with respect to the calendar year prior to the date of such
termination, and unused vacation time accrued prior to the date of such
termination.
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6.3 Termination for Convenience by the Company. In the event Executive's
employment is terminated by the Company for any reason not described in
subsections 6.1 or 6.2 above, the obligations of the parties hereto shall be
deemed discharged, provided, however, that:
(a) The Company shall pay to Executive or his personal representatives,
heirs, or beneficiaries, as the case may be, (i) any unpaid Base Compensation,
including credited but unused vacation pay accrued up to the date of such
termination, (ii) any unpaid Incentive Compensation Award described in paragraph
3(b) with respect to the calendar year prior to the date of such termination,
and (iii) termination payments at the annual rate equal to:
(I) three (3);
multiplied by
(II) Executive's annual rate of Base Compensation as in effect
immediately prior to his date of termination;
with such termination payment to be made in substantially equal installments,
not less frequently than monthly, for a period of thirty-six (36) months
following such termination.
(b) The rights of Executive or his personal representatives, heirs, or
beneficiaries under any benefit plan, program or arrangement in which he
participated at the time of such termination, including any benefits which shall
have accrued and vested under the terms of any plan described in Section 4, and
his rights under any long-term incentive compensation plan, shall remain
unaffected and be determined by the applicable terms of such plans, programs or
arrangements.
(c) In the event any payments made to Executive under this subsection 6.3
shall be found to constitute an "excess parachute payment" within the meaning of
section 280(G) of the Internal Revenue Code or other payment subject to a
federal excise tax, the Company shall pay to Executive, in addition to any
payment obligation under (a) or (b) above, an amount equal to the amount of such
excise tax, plus a tax gross-up payment in the amount of the aggregate
additional federal, state, and local income, excise or other taxes payable by
Executive with respect to the receipt of such excise tax payment.
6.4 Termination For Good Reason by Executive.
(a) In the event that Executive's employment is terminated by Executive for
"good reason," the Company's obligations shall be the same as they would have
been, and Executive shall receive the same payments and other benefits that he
would have received, had the Company terminated his employment pursuant to
subsection 6.3.
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(b) For purposes of this Agreement, the term "good reason" mean (i) any
material diminution in Executive's duties and responsibilities as Chairman or
Chief Executive Officer or authority or title or (ii) any material change in the
Base Compensation or the Incentive Compensation Award payable to Executive in
violation of Section 3, or any material change in Executive's rights under any
long-term incentive compensation plan established by the Incentive Compensation
Committee in violation of Section 3.
6.5 Voluntary Resignation by Executive. In the event that Executive's
employment is terminated by Executive other than pursuant to subsection 6.4 or
as a direct result of his death or Permanent Disability (as described in
subsection 6.1), the Company shall have no further obligation under this
Agreement other than in the payment of any accrued but unpaid Base Compensation,
any unpaid Incentive Compensation Award described in paragraph 3(b) with respect
to the calendar year prior to the date of such termination, and unused vacation
time.
6.6 Failure to Extend Agreement. In the event that this Agreement has not
been extended or renewed by mutual agreement at the end of its term on December
31, 2000 and the employment of Executive continues, then such employment shall
constitute an employment at will from month to month. During Executive's
employment following December 31, 2000, (i) he shall receive salary at the
annual rate of 400% of his annual Base Compensation as of December 31, 2000;
(ii) the terms of this Agreement that governed Executive's benefits and
perquisites prior to January 1, 2001 will continue to apply, and will be in
addition to Executive's salary specified in clause (i) above; (iii) Executive
shall be entitled to payment with respect to the Incentive Compensation Award
for calendar year 2000 to the extent provided by this Agreement, but Executive
will not be entitled to an Incentive Compensation Award for calendar year 2001.
If the Company terminates Executive's employment following December 31, 2000, or
if the Company and Executive shall not have mutually agreed to the terms of, and
entered into, a new employment prior to March 31, 2001, then Executive's
employment shall terminate on April 1, 2001, and the Company's obligations shall
be the same as they would have been, and Executive shall receive the same
payments and other benefits that he would have received, had the Company
terminated his employment pursuant to subsection 6.3, provided, however, that
the termination payments otherwise payable in accordance with paragraph
6.3(a)(iii) shall be at an annual rate equal to:
(I) three (3);
multiplied by
(II) Executive's annual rate of Base Compensation as of December 31, 2000;
and such termination payments shall be made in substantially equal installments,
not less frequently than monthly, for a period of thirty-six (36) months
following such termination.
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7. Confidentiality. Executive agrees that, while he is employed by the
Company, and at all times thereafter, he shall continue to hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company and any other business or entity in
which at any relevant time the Company 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 Company 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 Chairman of the Board, communicate or divulge any
Confidential Material to anyone other than the Company and those designated by
it.
8. Competition. Executive hereby agrees that, while he is employed by the
Company, and for a period of 24 months following the date of his termination of
employment with the Company for any reason, he will not, directly or indirectly,
without the prior written approval of the Chairman of the Board, 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 Company 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 Chairman of the Board will determine
whether a business or other entity constitutes a "Competitor" for purposes of
this Section 8; provided that the Chairman of the Board may require Executive to
provide such information as the Chairman of the Board 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 Chairman of the Board may
determine.
9. Solicitation. Executive agrees that while he is employed by the Company,
and for a period of 36 months following his termination of employment with the
Company for any reason, 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 Company 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
Company or any Affiliate.
10. Non-Interference. Executive agrees that while he is employed by the
Company, and for a period of 36 months following his termination of employment
with the Company for any reason, he will not disturb or attempt to disturb any
business relationship or agreement between either the Company or an Affiliate
and any other person or entity.
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11. Assistance with Claims. Executive agrees that, while he is employed by
the Company, and for a reasonable period (not less than 36 months) thereafter,
he 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 ("Claims") that may be made or threatened by or against the
Company or any of its subsidiaries or affiliates. Executive agrees, unless
precluded by law, to promptly inform the Company if he is requested (i) to
testify or otherwise become involved in connection with any Claim against the
Company or any subsidiary or affiliate or (ii) 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.
12. Return of Materials. Executive shall, at any time upon the request of
the Company, and in any event upon the termination of his employment with the
Company, for whatever reason, immediately return and surrender to the Company
all originals and all copies, regardless of medium, of property belonging to the
Company or the CNA Companies, created or obtained by Executive as a result of or
in the course of or in connection with his employment with the Company
regardless of whether such items constitute Proprietary Information, provided
that Executive shall be under no obligation to return written materials acquired
from third parties which are generally available to the public. Executive
acknowledges that all such materials are, and will remain, the exclusive
property of the Company and the CNA Companies.
13. Effect of Breach. Executive acknowledges that his violation of the
covenants set forth in Sections 7, 8, 9, 10, and 12 could cause the Company
irreparable harm and he agrees that the Company 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 Company to secure
such relief said bond need only be in a nominal amount. The right of the Company
to seek injunctive relief shall be in addition to any other remedies available
to the Company with respect to an alleged or threatened breach.
14. Limitation on Remedies. The Company shall not be entitled to suspend
payments otherwise due to Executive by reason of Executive's violation of
Sections 7, 8, 9, 10, and 12 (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 14 shall limit the
Company's remedies in the case of Executive's violation of this Agreement,
except as otherwise specifically provided in this Section 14.
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15. Effect of Covenants. Nothing in Sections 7, 8, 9, 10, 11, and 12 shall
be construed to adversely affect the rights that the Company would possess in
the absence of the provisions of such Sections.
16. Revision. The parties hereto expressly agree that in the event that any
of the provisions, covenants, warranties or agreements in this Agreement are
held to be in any respect an unreasonable restriction upon Executive or are
otherwise invalid, for whatsoever cause, then the court or arbitrator so holding
is hereby authorized to (a) reduce the territory to which said covenant,
warranty or agreement pertains, the period of time in which said covenant,
warranty or agreement operates or the scope of activity to which said covenant,
warranty or agreement pertains or (b) effect any other change to the extent
necessary to render any of the restrictions contained in this Agreement
enforceable.
17. Severability. Each of the terms and provisions of this Agreement is to
be deemed severable in whole or in part and, if any term or provision of the
application thereof in any circumstances should be invalid, illegal or
unenforceable, the remaining terms and provisions or the application thereof to
circumstances other than those as to which it is held invalid, illegal or
unenforceable, shall not be affected thereby and shall remain in full force and
effect.
18. Binding Agreement; Assignment. This Agreement shall be binding upon the
parties hereto and their respective heirs, successors, personal representatives
and assigns. the Company shall have the right to assign this Agreement to any
successor in interest to the business, or any majority part thereof, of the
Company or any joint venture or partnership to which the Company is a joint
venturer or general partner which conducts substantially all of the Company's
business. Executive shall not assign any of his obligations or duties hereunder
and any such attempted assignment shall be null and void.
19. Controlling Law; Jurisdiction. This Agreement shall be governed by,
interpreted and construed according to the laws of the State of Illinois
(without regard to conflict of laws principles).
20. 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 20, 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 Company, 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 20 shall not be construed to limit
the Company's right to obtain relief under Section 13 with respect to any matter
or controversy subject to Section 13 and, pending a final determination by the
arbitrator with respect to any such matter or controversy, the Company 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.
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21. Entire Agreement. Except as otherwise expressly set forth herein, and
except with respect to the letter from the Company to Executive dated February
9, 1999 and describing the one-time cash payment to Executive, this Agreement
contains the entire agreement of the parties with regard to the subject matter
hereof, supersedes all prior agreements and understandings, written or oral, and
may only be amended by an agreement in writing signed by the parties thereto.
22. Additional Documents. Each party hereto shall, from time to time, upon
request of the other party, execute any additional documents which shall
reasonably be required to effectuate the purposes hereof.
23. Incorporation. The introductory recitals hereof are incorporated in
this Agreement and are binding upon the parties hereto.
24. Failure to Enforce. The failure to enforce any of the provisions of
this Agreement shall not be construed as a waiver of such provisions. Further,
any express waiver by any party with respect to any breach of any provision
hereunder by any other party shall not constitute a waiver of such party's right
to thereafter fully enforce each and every provision of this Agreement.
25. Survival. Except as otherwise set forth herein, the obligations
contained in this Agreement shall survive the termination, for any reason
whatsoever, of Executive's employment with the Company.
26. Headings. All numbers and headings contained herein are for reference
only and are not intended to qualify, limit or otherwise affect the meaning or
interpretation of any provision contained herein.
27. 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:
(a) in the case of delivery by overnight service with guaranteed next day
delivery, the next day or the day designated for delivery;
(b) in the case of certified or registered U.S. mail, five days after
deposit in the U.S. mail; or
(c) 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 the Company:
CNA Financial Corporation
CNA Plaza
Chicago, IL 60685
Attn: Corporate Secretary
If to Executive:
Bernard Hengesbaugh
202 Thompson Drive
Wheaton, IL 60187
or to such other address as either party shall furnished to the other party in
writing in accordance with the provisions of this Section 27.
28. Gender. The masculine, feminine or neuter pronouns used herein shall be
interpreted without regard to gender, and the use of the singular or plural
shall be deemed to include the other whenever the context so requires.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
CNA FINANCIAL CORPORATION
By: S/JIM MACGINNITIE
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Title:Senior Vice President and
Chief Executive Officer
S/BERNARD HENGESBAUGH
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BERNARD HENGESBAUGH
CNA Administrative Offices
CNA Plaza
Chicago, Illinois 60685
312-822-5000
Transfer Agent and Registrar
First Chicago Trust Company of New York
P.O. Box 2500
Jersey City, New Jersey 07303-2500
INDEPENDENT AUDITORS
Deloitte & Touche LLP
180 North Stetson Avenue
Chicago, Illinois 60601