exv10w17






	 	 	 
		 	Exhibit 10.17







	 	 	 
	333 South Wabash, 40-South, Chicago, IL 60604

	 	Stephen W. Lilienthal, CPCU 
	 

	 	Chief Executive Officer 
	 

	 	CNA Financial Corporation
	 
	 	 
	June 18, 2007


	 	Telephone 312-822-2163 
	 

	 	Facsimile 312-822-1330
	 

	 	Internet    stephen.lilienthal@cna.com
	 
	 	 
	 
	 	 
	 
	 	 
	Thomas Pontarelli

	 	 
	1326 Evergreen Court

	 	 
	Glenview, IL 60025

	 	 







Personal and Confidential


Dear Tom:


The purpose of this letter agreement (“Letter Agreement”) is to outline a special severance pay and
benefits continuation arrangement (the “Package”) for you. This Package supersedes all of the terms
and benefits of the special arrangement described in a letter from me dated August 3, 2005. The
Package as detailed below in this letter agreement will be provided to you only in the event that
your employment with CNA ends prior December 31, 2009, and then only (with the exception of one
eligibility modification as outlined below), in the event that you qualify for severance pay
benefits according to the terms of the CNA Severance Pay Plan as are in effect as of the date of
this Letter Agreement. A copy of the current CNA Severance Pay Plan is attached to this Letter
Agreement. Additional details of the Package are as follows.


First, under the terms of this Package, the eligibility for severance pay under the CNA Severance
Pay Plan is expanded to provide payment of severance to you in the event that you are terminated
involuntarily for Poor Performance during the duration of the Package. Please note in the
attachment that the CNA Severance Pay Plan does not provide for benefits to employees who are
terminated for poor performance. All other provisions of the CNA Severance Pay Plan related to
eligibility shall remain in effect.


As part of the Package, the amount of severance pay you will receive under the CNA Severance Pay
Plan will be an amount equal to one year of your annual base salary in effect at the time your
employment by CNA ends. In addition, for a period of one year after the effective date of such
termination of employment you will be eligible to continue participation in the following programs:
medical coverage under the CNA Health and Group Benefits Program in such medical plan as you are
enrolled at the time your employment ends; Accidental Death & Dismemberment; Contributory Life; and
Dependent Life at the employee contribution rates in effect at the time of such termination of
employment. This one-year Health and Group benefit period will run concurrently with the duration
of COBRA coverage.


www.cna.com


 








 









					
	 
	 	-2-
	 	June 18, 2007





Also, as a part of the Package, CNA will pay to you as severance an amount equal to 100% of your
target annual incentive bonus (AIB) award in effect at the time of your termination of employment
by CNA. This severance payment will be in lieu of any other AIB awards, either unpaid prior year or
current year. Eligibility for awards at the time of termination of employment by CNA under other
non-AIB or incentive compensation plans, including Long Term Incentive and stock options, will be
determined by plan rules as they are then in effect.



Receipt of any part of the Package or any other payments or benefits referenced in this Letter
Agreement will require that you execute a general release in full and settlement agreement as
provided to you by CNA upon your termination of employment by CNA. All payments pursuant to the
Package and any other payments referenced in this Letter Agreement will be subject to applicable
federal, state and local tax deductions. Nothing in this Letter Agreement or in any other CNA
policy, procedure or communication is intended or should be understood as a promise or guarantee of
future or continued employment. Your employment relationship with CNA will continue to be one of
employment at will, and nothing in this Letter Agreement shall limit or otherwise affect your right
or CNA’s right to end that employment relationship at any time for any reason.



Tom, I very much appreciate and value your work and accomplishments and look forward to enjoying
continued success.



Sincerely,



/s/ Steve Lilienthal



Steve Lilienthal





 



	 	 	 	 	 	 
	ACCEPTED:  

	 	/s/ Thomas Pontarelli
	 	 6/19/07
	 

	 	 
	 	 	 
	 

	 	Thomas Pontarelli
	 	Date