THE CONTINENTAL CORPORATION 180 Maiden Lane New York, New York 10038 October 6, 1993 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Broad Street Investment Fund I, L.P. 85 Broad Street New York, New York 10004 Stone Street Fund 1986 85 Broad Street New York, New York 10004 Stone Street Fund 1987 85 Broad Street New York, New York 10004 Bridge Street Fund 1986 85 Broad Street New York, New York 10004 Bridge Street Fund 1987 85 Broad Street New York, New York 10004 Dear Sirs: In connection with the Stock Purchase Agreement, dated July 28, 1993 (the "Agreement"), among The Continental Corporation ("Continental") and Goldman, Sachs & Co. and certain funds which Goldman, Sachs & Co. either control or of which they are general partner (collectively, the "Selling Stockholders"), this is to confirm our agreement that, notwithstanding the Agreement, payment for the shares to be sold by each Selling Stockholder under the Agreement shall, subject to the terms and conditions thereof, be made by certified or official bank check or checks, payable to the order of such Selling Stockholder in immediately available funds. If the foregoing is in accordance with your understanding, please sign where indicated below. Very truly yours, THE CONTINENTAL CORPORATION By: /s/William F. Gleason 						 Senior Vice President General Counsel and 						 Secretary Accepted as of the date hereof: GLDMAN, SACHS & CO. BROAD STREET INVESTMENT FUND I, L.P. By: Goldman, Sachs & Co., By: /s/Richard A. Friedman General Partner General Partner By: /s/Richard A. Friedman Partner STONE STREET FUND 1986 BRIDGE STREET FUND 1986 By: Stone Street Advisors Corp., By: Stone Street Advisors Corp., General Partner Managing General Partner By: /s/Carla Skodinski By: /s/Carla Skodinski Vice President Vice President STONE STREET FUND 1987 BRIDGE STREET FUND 1987 By: Stone Street Capital Corp., By: Stone Street Capital Corp., General Partner Managing General Partner By: /s/Carla Skodinski By: /s/Carla Skodinski Vice President Vice President