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Form of Award Letter  2008-2010 Long-Term Incentive Cash Plan Cycle
 
 Grant of 2008-2010 Cash Long-Term Incentive Award
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Form of Award Terms   2008-2010 Long-Term Incentive Cash Plan Cycle
 CNA Financial Corporation 2000 Incentive Compensation Plan
  1)
    
    LTI Award. For purposes of these Award Terms, the Participant shall be the
eligible person identified in the award letter included with these Award Terms (the Award
Letter). For purposes of these Award Terms, the amounts of the target LTI Award and the
maximum LTI Award are, respectively, the amounts specified in the Award Letter. The LTI Award
has been granted under the CNA Financial Corporation 2000 Incentive Compensation Plan (the
Plan), which is incorporated into and forms a part of these Award Terms. Certain words,
terms and phrases used in these Award Terms are defined in the Plan (rather than in these
Award Terms or the Award Letter), and, except where the context clearly implies or indicates
the contrary and except as otherwise provided in these Award Terms, a word, term, or phrase
used or defined in the Plan is used or defined identically in these Award Terms. Other words,
terms or phrases used in these Award Terms are defined in paragraph 9 or elsewhere in these
Award Terms or the Award Letter.
 2)
    
    Performance Period. The Performance Period shall have the meaning set forth in the
Award Letter.
 3)
    
    Expiration. If the Participants Date of Termination of Affiliation occurs, prior to
payment for the Performance Period, then the following shall apply:
 (a)
    
    Retirement. If the Participants Date of Termination of Affiliation occurs
before the last day of the Performance Period by reason of the Participants Retirement, the
Participant shall be eligible for a payment with respect to the LTI Award in accordance with
the terms of these Award Terms, as though the Participant remained employed by the Company
through the end of the Performance Period, and based on the Companys actual performance for
the period, but subject to a proration based on the number of months of participation for
the portion of the Performance Period prior to the Participants Date of Termination of
Affiliation. Distribution under this paragraph (a) for the Performance Period shall be made
at the normally scheduled time for such distribution (determined without regard to the
occurrence of the Participants Date of Termination of Affiliation).(b)
    
    Death or Disability. If the Participants Date of Termination of Affiliation
occurs before the last day of the Performance Period by reason of the Participants death or
Permanent Disability, the Participant (or the Participants estate) shall be eligible for a
payment with respect to the LTI Award in accordance with the terms of these Award Terms
based on the Companys actual performance for the period, but subject to pro-ration based on
the number of months of participation for the portion of the Performance Period prior to the
Participants Date of Termination of Affiliation. Distribution under this paragraph (b)
shall be made as soon as practicable after the Participants Date of Termination of
Affiliation.(c)
    
    Voluntary, Involuntary Termination and Termination for Cause. If the
Participants Date of Termination of Affiliation occurs at any time prior to the
distribution of the LTI Award (as provided for in paragraph 6 below) by reason of
termination of employment by the Participants employer for Cause, or by reason of the
Participants voluntary or involuntary termination, the Participants LTI Award shall be
entirely forfeited.
  4)
    
    New Hires/Promotions. If an eligible employee is hired on or prior to September
30th of the Performance Period, the Participants LTI Award will be pro-rated based
on the appropriate number of complete months




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of participation. Participants hired on or after October 1st of the Performance
Period, will not be eligible to participate until the following performance year. If an
eligible employee is promoted outside of the Company annual officer salary review process, the
Participants LTI Award will be pro-rated based on the appropriate number of complete months of
participation. If an eligible employee is promoted as part of the Company annual officer
salary review process, the Participants LTI Award will be effective as of the beginning of the
Performance Period.5)
    
    Award Amount. The amount to be distributed with respect to the LTI Award shall be
determined according to the schedule in the Award Letter, subject to review and approval of
the Compensation Committee of the Companys Board of Directors (the Committee). If the Net
Operating Income for the Performance Period is at least the minimum level but less than the
target level, the amount distributable with respect to the LTI Award shall be interpolated
between zero and the target amount. If the Net Operating Income for the Performance Period is
greater than the target level but less than the maximum level, the amount distributable with
respect to the LTI Award shall be interpolated between the target amount and the maximum
amount. As soon as practicable after the necessary financial data for the Performance Period
is available to the Committee, the Committee shall make a determination of the extent of the
achievement of the performance goal(s) for that Performance Period, and shall make a
determination of the amount, if any, of the distribution to be made under the LTI Award to the
Participant for the Performance Period. The Committee may, in its discretion, reduce the
amount of the LTI Award or cancel the LTI Award entirely.6)
    
    Settlement of Award. The amount that is distributable with respect to the LTI Award
shall be settled through cash payment of that amount to be made as soon as practicable as
determined by the Company after the Committee makes the determination described in paragraph
5.7)
    
    Administration. The authority to manage and to control the operation and
administration of these Award Terms shall be vested in the Committee, and the Committee shall
have all powers with respect to these Award Terms as it has with respect to the Plan. Any
interpretations of these Award Terms by the Committee and any decisions made by it with
respect to these Award Terms are final and binding on all persons.8)
    
    Governing Documents. The Award Letter shall be subject to these Award Terms, and
these Award Terms shall be subject to the provisions of the Plan, a copy of which may be
obtained by the Participant from the office of the Secretary of the Company. If discrepancies
arise between these Award Terms and the Plan, the terms of the Plan will govern. These Award
Terms are subject to all interpretations, amendments, rules, and regulations promulgated by
the Committee from time to time pursuant to the Plan.9)
    
    Definitions. For purposes of these Award Terms, the following definitions shall
apply:
 (a)
    
    Affiliate. The term Affiliate means any business or entity in which at any
relevant time the Company directly or indirectly holds greater than a 10% equity (voting or
non-voting) interest.(b)
    
    Cause. The Participant will have engaged in conduct that constitutes Cause if
the Participant (i) engages in any conduct which the Committee, in good faith, shall
determine to be fraudulent, constitute willful malfeasance or gross negligence, or
inconsistent with the dignity and character of an executive or other employee of the
Company, or (ii) violates in a material manner the then current rules of professional
conduct or human resource policies of the Company.(c)
    
    Date of Termination of Affiliation. The Participants Date of Termination of
Affiliation shall be the first day occurring on or after the Grant Date on which the
Participant is not employed by the Company or any Affiliate, as determined by the Company,
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 of the Participant between
the Company and an Affiliate or between two Affiliates; and further provided that the
Participants employment shall not be considered terminated while the Participant is on a
leave of absence from the Company or an Affiliate 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 becomes an entity that is separate from the
Company),




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the occurrence of such transaction shall be treated as the Participants Date of
Termination of Affiliation, caused by the Participant being discharged by the employer.(d)
    
    Net Operating Income. Net Operating Income will mean net operating income of
the Company as defined by the Committee for the Performance Period.(e)
    
    Permanent Disability. The term Permanent Disability means a physical or mental
condition of Participant which, as determined by the Committee in its sole discretion based
on all available medical information, is expected to continue indefinitely and which renders
Participant incapable of performing any substantial portion of the services required of
Participant by the Participants employer.(f)
    
    Retirement. Termination because of Retirement shall mean the Participants
Date of Termination of Affiliation after attainment of age 62 or, if earlier, the
Participants Date of Termination of Affiliation which is designated by the Committee as a
Retirement for purposes of these Award Terms.