FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (the "Amendment") is made as of this __ day of December, 2002 by
and among CNA SURETY CORPORATION (the "Borrower"), the Lenders from time to time a party to the
Credit Agreement defined below (the "Lenders") and LASALLE BANK NATIONAL ASSOCIATION, as
Administrative Agent for the Lenders (the "Agent") and in its individual capacity as a Lender ("LaSalle").
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agent are parties to that certain Credit Agreement, dated as of
September 30, 2002 (the "Credit Agreement);
WHEREAS, contemporaneously herewith, the Aggregate Commitment shall be reduced from $65,000,000 to
$60,000,000, and LaSalle shall assign to U.S. Bank National Association ("US Bank") $10,000,000 of the
reduced $60,000,000 Aggregate Commitment pursuant to an Assignment and Acceptance of even date herewith
in the form of Exhibit A attached hereto (the "Assignment") such that, as of the date hereof, LaSalle shall hold
$50,000,000 of the Aggregate Commitment and US Bank shall hold $10,000,000 of the Aggregate
WHEREAS, contemporaneously herewith, upon US Bank accepting the Assignment, the Guaranty of CNA
Financial Corporation shall be released and terminated; and
WHEREAS, as a condition to US Bank agreeing to accept the Assignment and pursuant to Section 2.12 of the
Credit Agreement, the parties hereto desire to amend the Credit Agreement as more fully set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable
consideration, the adequacy of which is hereby acknowledged, and subject to the terms and conditions hereof,
the parties hereto agree as follows:
SECTION I. DEFINITIONS. Unless otherwise defined herein, all capitalized terms shall have the meaning given
to them in the Credit Agreement.
SECTION II. AMENDMENTS TO CREDIT AGREEMENT.
2.1 The Credit Agreement is hereby amended by deleting the definitio