ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CNA Surety Corporation and President and Chief Executive Officer John F. Welch executed an amendment to Mr. Welch's employment agreement. This amendment extended the employment term until December 31, 2011 and established a base salary of $470,000 beginning January 1, 2009. The amendment also included a number of revisions that were intended to make the agreement compliant with final regulations of Section 409A of the Internal Revenue Code. ITEM 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit 10 (39) - First Amendment to the Employment Agreement with John F. Welch, President and Chief Executive Officer

---