Exhibit 10.14.2
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “ Second Amendment ”) is
made and entered into as of November 20, 2008, by and between CNA Financial Corporation, a Delaware
corporation (the “ Company ”), and Stephen W. Lilienthal (the “ Executive ”), as a further amendment to that
certain Employment Agreement between the Executive and the Company, dated as of October 26, 2005 (“
Original Employment Agreement ”), as amended by that certain amendment to employment agreement (the “ First
Amendment ”) made and entered into as of August 20, 2008 (the Original Employment Agreement, as so
amended, the “ Employment Agreement ”):
WITNESSETH:
WHEREAS , the parties wish to amend the Employment Agreement in certain respects to reflect a certain
change in the terms and conditions of Executive’s employment as further provided hereinbelow;
NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth below, it is
covenanted and agreed by the Executive and the Company as follows:
1. Notwithstanding any provision in the Employment Agreement to the contrary, the Term of Executive’s
employment is hereby amended so that it is to expire on January 1, 2009.
2. Except for preserving the definition of a “ CEO Succession ,” Section 3(a) of the First Amendment is
hereby stricken in its entirety and shall be of no further force or effect.
3. Upon the expiration of the Term of Executive’s employment on January 1, 2009, Executive shall be
deemed to have retired from the Company and the provisions of Sections 3(b) and 4 of the First Amendment
shall continue to apply except as expressly provided below:
(a) the amounts owing to Executive pursuant to Sections 3(b) and 4(d)(i) of the First Amendment shall
include amounts reflecting the applicable contributions Executive would have otherwise received pursuant to
Section 3(f) of the Original Agreement if Executive’s employment had continued throu