EXHIBIT 10.232007 INCENTIVE COMPENSATION AWARDS TO EXECUTIVE OFFICERS**A. Equity Awards**On February 7, 2007 the Incentive Compensation Committee of Registrant’s Board of Directorsapproved grants of stock appreciation rights (“SARs”) to the executive officers of Registrant,specifically Stephen W. Lilienthal, Michael Fusco, Jonathan D. Kantor, James R. Lewis and D. CraigMense (collectively the “Executive Officers”). The form of Award Letter and Award Terms pursuantto such grants are reproduced below.      February 13, 2007           Private and Confidential            To:     {Participant} Number of Stock SARsGranted  {No. of SARs}      Re:     Grant of Stock Appreciation Rights paid in Stock Exercise Price  $                  Grant Date           Expiration Date         The Incentive Compensation Committee (the “Committee”) of the Board of Directors of CNAFinancial Corporation (“Company”), which administers the CNA Financial Corporation 2000 IncentiveCompensation Plan (the “Plan”), has determined that you are eligible for a grant of {No. of SARs}Stock Appreciation Rights (the “Stock SARs”) paid in CNA Financial Corporation common stock at$           per share (the “Exercise Price”). Each Stock SAR entitles the eligible person to receive,at the time of exercise, an amount equal to the difference between the fair market value of asingle share of the Company’s common stock on the date of exercise and the Exercise Price, whichmay not be less than the fair market value of a single share of the Company’s common stock on thedate the right was granted, paid in shares of the Company’s common stock. This stock appreciationrights award was granted by the Committee under the Plan on February 7, 2007.As described more fully in the attached Award Terms, the Stock SARs will become exercisable in fourequal annual installments on February 7th of 2008, 2009, 2010 and 2011 so long as youare employed by Continental Casualty Company (“CCC”) or an affiliate of CCC on each such date. Forexample, one quarter of the Stock SARs granted will be exercisable on February 7, 2008 if you arean employee on that date. In most instances, after the Stock SARs become exercisable generally youmay exercise them any time prior to the expiration date shown above provided that you are employedby Continental Casualty Company or an affiliate of CCC at the time of exercise. After exercisingthe Stock SARs, you can decide whether to hold or sell the shares of Company common stock you haveobtained, subject to CNA’s Securities Compliance Policy and applicable insider tradingrestrictions.Under the present tax laws, as a result of exercising the Stock SARs you will potentially recognizetaxable income at the time of exercise. When and if you sell the shares of Company common stockacquired through the Stock SARs exercise, any additional gain may be subject to further tax atcapital gain rates. The Company recommends that you consult with your own tax advisor to determinethe applicability of the tax rules to the awards granted to you in your individual circumstances.This Award Letter provides a summary of your Stock SARs, and the Award is subject to the AwardTerms enclosed with this Award Letter. (In the attached Award Terms, you are referred to as the“Participant.”) This Award Letter shall be subject to the Award Terms, and the Award Terms shall besubject to the provisions of the Plan. If discrepancies arise between this Award Letter and the Award Terms, theAward Terms will govern, and if discrepancies arise between the Award Terms and the Plan document,the terms of the Plan document will govern.Sincerely,#####

 
Stock Appreciation Rights Paid in Company Common Stock Terms for Grant Under theCNA Financial Corporation 2000 Incentive Compensation Plan     On February 7, 2007 (the “Grant Date”), CNA Financial Corporation (the “Company”) granted tothe Participant certain Stock Appreciation Rights (the “Stock SARs”) paid in Company common stock.Each Stock SAR entitles the eligible person to receive, at the time of exercise, an amount equal tothe difference between the fair market value of a single share of the Company’s common stock on thedate of exercise and the Exercise Price, which may not be less than the fair market value of asingle share of the Company’s common stock on the date the right was granted, paid in shares of CNAFinancial Corporation common stock. All Stock SAR grants shall be subject to the following Terms(sometimes referred to as the “Award Terms”):     1. Stock SARs Award. For purposes of the Award Terms, the “Participant” shall be theeligible person identified in the award letter included with these Award Terms (the “Award Letter”)and reflecting the date of grant of the Stock SARs that is the same as the Grant Date specified inthese Award Terms. For purposes of the Award Terms, the “Exercise Price” is the price per sharefor such Stock SARs as specified in the Award Letter. The Stock SARs have been granted under theCNA Financial Corporation 2000 Incentive Compensation Plan (the “Plan”), which is incorporated intoand forms a part of the Award Terms. Certain words, terms and phrases used in the Award Terms aredefined in the Plan (rather than in the Award Terms or Award Letter), and except where the contextclearly implies or indicates the contrary, and except as otherwise provided in the Award Terms, aword, term, or phrase used or defined in the Plan is similarly used or defined in the Award Termsand the Award Letter. Other words, terms or phrases used in the Award Terms or Award Letter aredefined in paragraph 11 of these Award Terms or elsewhere in these Award Terms or Award Letter.     2. Date of Exercise. Subject to the limitations of the Plan and these Award Terms,each Stock SARs installment shall be exercisable on and after the Date of Exercisability for suchInstallment as described in the following schedule (but only if the Date of Termination has notoccurred before the Date of Exercisability):           DATE OF EXERCISABILITY APPLICABLE TOINSTALLMENT  INSTALLMENT    First quarter of Stock SARs  First anniversary of February 7, 2007    Second quarter of Stock SARs  Second anniversary of February 7, 2007    Third quarter of Stock SARs  Third anniversary of February 7, 2007    Fourth quarter of Stock SARs  Fourth anniversary of February 7, 2007         The Stock SARs may be exercised as provided for herein only as to that portion of the Stock SARsthat were exercisable (or became exercisable) immediately prior to the Date of Termination, if any.     4. Expiration. The Stock SARs shall not be exercisable after the Company’s close ofbusiness on the last business day that occurs prior to the Expiration Date. The “Expiration Date”shall be earliest to occur of:(a) Ten Years. The ten-year anniversary of the Grant Date.
 

 
(b) Death or Disability. The one-year anniversary of such Date of Termination, if theParticipant’s termination of employment by Continental Casualty Company or an Affiliate occurs byreason of the Participant’s death or the Participant’s Permanent Disability.(c) Retirement. The three-year anniversary of such Date of Termination, if theParticipant’s termination of employment by Continental Casualty Company or an Affiliate occurs byreason of the Participant’s Retirement (and not by reason of death, Permanent Disability, or forCause).(d) Cause. The Date of Termination, if the Participant’s termination occurs by reason ofCause.(e) Voluntary Resignation. The Date of Termination, if the Participant’s termination ofemployment by Continental Casualty Company or an Affiliate occurs by reason of the Participant’svoluntary resignation (and the termination is for reasons other than as described in paragraphs(b), (c), or (d) next above, or paragraph (f) next below); provided, however, that the CompensationCommittee of the Company’s Board of Directors (the “Committee’), in its sole discretion, mayprovide for extension of the date specified in this paragraph (e), except that such extended datemay not be later than the earlier to occur of the 90 day anniversary of the Date of Termination orthe date specified in paragraph (a) next above.(f) Termination without Cause. The Date of Termination, if the Participant’s terminationof employment by Continental Casualty Company or an Affiliate occurs by reason of termination ofemployment by the Participant’s employer for reasons other than Cause (and the termination is forreasons other than as described in paragraphs (b), (c), or (d), next above); provided, however,that the Committee, in its sole discretion, may provide for extension of the date specified in thisparagraph (f), except that such extended date may not be later than the earlier to occur of theone-year anniversary of the Date of Termination or the date specified in paragraph (a) next above;and further provided that, notwithstanding the provisions of paragraph 3, the Committee may, in itssole discretion, permit additional exercisability of the Stock SARs to be earned, if any, duringsuch extension period.     5. Method of Exercise. The Stock SARs may be exercised in whole or in part bysending a written notice to the Secretary of the Company at its corporate headquarters before theCompany’s close of business on the last business day that occurs prior to the Expiration Date, or,if offered by the Company at the Company’s discretion, by electing to exercise the Stock SARsthrough a Company-arranged broker-dealer. Each exercise of the Stock SARs shall be subject to theAward Letter, the Award Terms and the Plan, and also to the following provisions:(a) Any notice of exercise shall specify the number of Stock SARs which the Participant elects toexercise and the date(s) on which they were awarded and vested.(b) Any gains realized upon exercise of Stock SARs will be paid in shares of CNA FinancialCorporation common stock. Except as otherwise provided by the Committee, before the Stock SARs areexercised the Participant will be required to remit to the Company a sufficient portion of thesale proceeds to pay in either cash or shares acquired through the exercise any tax withholdingrequirements resulting from such exercise.(c) No Stock SARs Rights shall be exercisable if and to the extent the Company determines in itssole discretion that such exercise would be in violation of applicable state or federal securitieslaws or the rules
 

 
or regulations of any securities exchange on which the shares of stock are traded. If the Companymakes such a determination, it shall use reasonable efforts to obtain compliance with such laws,rules or regulations. In making any determination hereunder, the Company may rely on the opinionof counsel for the Company.     6. Administration. The authority to manage and control the operation andadministration of the Award Terms shall be vested in the Committee, and the Committee shall haveall such powers with respect to the Award Terms as it has with respect to the Plan. Anyinterpretation of the Award Terms by the Committee and any decision made by it with respect to theAward Terms is final and binding on the Company and the Participant. These Terms may besubsequently modified at the discretion of the Company based on subsequent regulatory, tax, orlegal developments, as interpreted by the Company.     7. Fractional Shares. Any gains realized upon exercise of Stock SARs will be paid inshares of CNA Financial common stock, in whole or fractional shares, as determined by the Companyto be appropriate and as approved by the Committee.     8. No Rights As Shareholder. The Participant shall not have any rights of ashareholder with respect to the Stock SARs issued ,unless and until a certificate for such shareshas been duly issued by the Company following exercise of the Stock SARs as provided herein.     9. Governing Documents. The Award Letter shall be subject to the Award Terms, andthe Award Terms shall be subject to the provisions of the Plan, a copy of which may be obtained bythe Participant from the office of the Secretary of the Company. If discrepancies arise betweenthese Award Terms and the Plan document, the terms of the Plan document will govern. The AwardTerms are subject to all interpretations, amendments, rules, and regulations promulgated by theCommittee from time to time pursuant to the Plan.     10. Amendment. The Award Terms may be amended by written agreement of theParticipant and the Company, without the consent of any other person, except that any suchamendment shall be subject to the approval of the Committee.     11. Definitions. For purposes of the Award Terms, the following definitions shallapply:(a) Affiliate. The term “Affiliate” means any business or entity in which at any relevanttime the Company holds directly or indirectly a greater than a 10% equity (voting or non-voting)interest.(b) Cause. The Participant will have engaged in conduct that constitutes “Cause” if theParticipanti) engages in any conduct which the Chief Executive Officer of the Company’s insurancesubsidiaries reasonably determines to be fraudulent, constitute willful malfeasance or grossnegligence, or be inconsistent with the dignity and character of an executive of the Company or ii)violates in a material manner the then current rules of professional conduct or human resourcepolicies of the Company. If the Participant has entered into an employment contract with theCompany or any Subsidiary and “Cause” is defined in such contract, then “Cause” for purposes ofthese Award Terms shall be as defined in such contract in lieu of the definition in the immediatelyprior sentence.
 

 
(c) Date of Exercisability. The Participant’s “Date of Exercisability” is the date on whichthe specified amount of Stock SARs are first able to be exercised as provided for in paragraph 3 ofthese Award Terms.(d) Date of Termination. The Participant’s “Date of Termination” shall be the first dayoccurring on or after the Date of Grant on which the Participant is not employed by ContinentalCasualty Company or an Affiliate, regardless of the reason for the termination of employment;provided that a termination of employment shall not be deemed to occur by reason of a transfer ofthe Participant’s employment between Continental Casualty Company and an Affiliate or between twoAffiliates; and further provided that the Participant’s employment shall not be consideredterminated while the Participant is on a leave of absence from Continental Casualty Company or anAffiliate approved by the Participant’s employer. If, as a result of a sale or other transaction,the Participant’s employer ceases to be an Affiliate (and the Participant’s employer is or becomesan entity that is not an Affiliate), the occurrence of such transaction shall be treated as theParticipant’s Date of Termination caused by the Participant being discharged by the employer.(e) Permanent Disability. The term “Permanent Disability” means a physical or mentalcondition of Participant which, as determined by the Company, in its sole discretion based on allavailable medical information, is expected to continue indefinitely and which renders Participantincapable of substantially performing of the services required of him by his employer.(f) Retirement. Termination because of “Retirement” shall mean the Participant’s Date ofTermination after attainment of age 62 or, if earlier, the Participant’s Date of Termination whichis designated by the Committee as a “Retirement” for purposes of the Award Terms.**B. Cash Awards**On February 7, 2007 the Incentive Compensation Committee of Registrant’s Boardof Directors approved the following items with regard to the Executive Officers: a. Annual Incentive Bonus (“AIB”) amounts for 2006, payable in2007. The AIB is determined through a performance goal ofRegistrant’s net operating income or payout formula that is apercentage of Registrant’s net operating income achieved in aparticular year, in this instance 2006.   b. 2006 performance year results for the Long-Term IncentiveCash Plan (the “LTI Plan”), and payouts for the 2004-2006 LTIPlan cycle pursuant to such results. The form of the letter pursuantto such payouts is reproduced below. The 2006 performanceyear results that were approved apply to the 2004-2006, 2005-2007 
 

 
   and 2006-2008 cycles under the LTI Plan.  c. LTI Plan cash awards for the 2007-2009 LTI Plan cycle. The formof award letter and award terms pursuant to such cash awardsare reproduced below.   d. AIB opportunities for the 2007 performance year, determinedthrough a performance goal of Registrant’s net operatingincome or payout formula that is a percentage of Registrant’snet operating income achieved in 2007, payable in 2008.   e. Net operating income goals for 2007 under the LTI Plan,applicable to the 2005-2007, 2006-2008 and 2007-2009 LTIPlan cycles. The LTI Plan potential bonus amounts are basedupon Registrant’s net operating income over three yearcycles, with goals set for each calendar year within thethree year cycle. Performance is determined at the end ofeach calendar year and payouts are accrued until the end ofeach three year cycle.   f. The definition of net operating income for purposes ofdetermining performance and bonus payouts applicable to AIBopportunities for 2007 and the 2007 LTI Plan cash targetsfor the 2005-2007, 2006-2008 and 2007-2009 LTI Plan cycles. #####
 

 
March 8, 2007