This Consulting Agreement (the "Agreement") is made as of March 14, 2001, by and between CNA SURETY
CORPORATION (the "Company"), and ROBERT E. AYO (the "Consultant").
A. The Consultant intends to resign his employment with the Company on or before April 1, 2001 on account of
B. The Consultant has developed expertise regarding the business of the Company and the Company desires to
benefit from Consultant's experience. The Company desires to engage the Consultant, and the Consultant is
willing to be so engaged, to provide services (the "Consulting Services") to the Company as requested by the
Company, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the Recitals (which are incorporated herein by reference), the
agreements hereafter set forth and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Engagement. The Company hereby engages the Consultant and the Consultant agrees to be engaged as an
independent consultant, for the purposes and upon the terms and conditions hereinafter set forth. The Company
acknowledges that it is relying on Consultant's professional judgment in performing the Consulting Services and
that it will have no right to control or direct the details, manner or means by which Consultant performs the
2. Independent Consultant Status. The relationship hereby created between the Company and the Consultant
shall be that of an independent contractor and shall not be considered as creating the relationship of employer-
employee, partnership, principal-agent, joint venture or association of any other kind.
3. Term and Termination. The term of Consultant's engagement under this Agreement shall be for the one-year
period commencing on the day following the Consultant's resignation of employment with the Company on
account of retirement and ending one year