AWARD LETTER AND AWARD TERMS TO THOMAS F. MOTAMED FOR STOCK 
APPRECIATION RIGHTS AND RESTRICTED STOCK UNITS
 Appendix A  Award Letter for SARs
 
 To: Thomas MotamedNumber of Stock SARs Granted
    

80,000Re: Grant of Stock Appreciation Rights Paid in Stock
    
    Exercise Price
    
    $16.50Grant Date
    
    January 2, 2009Expiration Date
    

January 2, 2019




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Appendix B  Award Terms for SARs
 CNA Financial Corporation 2000 Incentive Compensation Plan
  Stock SARs Award
 Date of Exercise
 INSTALLMENT
    

DATE OF EXERCISABILITY APPLICABLE TO INSTALLMENTFirst quarter of Stock SARs
    
    January 2, 2010Second quarter of Stock SARs
    
    January 2, 2011Third quarter of Stock SARs
    
    January 2, 2012Fourth quarter of Stock SARs
    
    January 2, 2013
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Expiration
 (a)
    
    Ten Years. The ten-year anniversary of the Grant Date.(b)
    
    Death or Disability. The lesser of three years following the Termination Date or the
remainder of the Stock SARs maximum stated term, if the Participants termination of
employment by the Company occurs by reason of the Participants death or the Participants
Permanent Disability.(c)
    
    Cause. The lesser of ninety days following the Termination Date or the remainder of
the Stock SARs maximum stated term, if the Participants termination occurs by reason of
Cause, as defined in and determined under the Employment Agreement.(d)
    
    Voluntary Resignation. The lesser of ninety days following the Termination Date or
the remainder of the Stock SARs maximum stated term, if the Participants termination of
employment by the Company occurs by reason of the Participants voluntary resignation (and the
termination is for reasons other than as described in Paragraphs 3(b), (c) or (e) of these
Award Terms).(e)
    
    Termination without Cause/Resignation for Good Reason. The lesser of three years
following the Termination Date or the remainder of the Stock SARs maximum stated term, if the
Participants termination of employment by the Company occurs by reason of termination of
employment by the Participants employer for reasons other than death, Permanent Disability or
Cause, or the Participant resigns for Good Reason, as such terms are defined in and determined
under the Employment Agreement (and the termination is for reasons other than as described in
Paragraphs 3(b), (c), or (d) of these Award Terms); provided, that the Participant executes
and does not revoke the Release described in the Employment Agreement within the time period
provided therein.
 Method of Exercise
 (a)
    
    Any notice of exercise shall specify the number of Stock SARs which the Participant

elects to exercise 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 Company common
stock. Except as otherwise provided by the Compensation Committee of the Companys Board of
Directors (Committee), before the Stock SARs are exercised the Participant will be required
to remit to the Company a sufficient portion of the proceeds to pay in either cash or shares
acquired through the exercise any tax withholding requirements resulting from such exercise.
 (c)
    
    No Stock SARs shall be exercisable if and to the extent the Company determines in its sole
discretion that such exercise would be in violation of applicable state or federal securities
laws or the rules or regulations of any securities exchange on which the shares of stock are
traded. If the Company makes 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 opinion of counsel for the Company. Notwithstanding anything
elsewhere to the contrary,
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if the Expiration Date occurs pursuant to Paragraphs 3(b), 3(d) or
3(e) of these Award Terms, no Stock SARs shall expire until thirty (30) days after the
resolution of any impediment to exercise that arises under this Paragraph 4(c).
 Administration
 Fractional Shares
 No Rights As Shareholder
 Governing Documents
 (a)
    
    unless the Participant otherwise agrees in a writing that expressly refers to the provision
of the Employment Agreement whose control he is waiving;
 (b)
    
    except as expressly provided in Section 3.2 (other than the provisions of (x) Section


3.2(a) and (y) Section 3.2(c) to the extent that such provision authorizes the Committee to
determine whether the Termination of Affiliation is for Cause or other reason, which
determination shall continue to be governed by the Employment Agreement), Section 4.2,
Article 13 (to the extent any deferral is required to insure deductibility under Section
162(m) of the Code (provided, however, that no such deferral shall be required if it would
violate Section 409A of the Code)), Section 16.1, Article 17, Section 18.4 or Section 18.5
of the Plan; or
 (c)
    
    except as expressly provided in Paragraphs 4(b), 4(c), 5, 8, 9 or 10 of these Award Terms.
 Amendment
 Arbitration/Beneficiaries/References
 Definitions
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(a)
    
    Date of Exercisability. The Participants Date of Exercisability is the date on
which the specified amount of Stock SARs are first able to be exercised as provided for in
Paragraph 2 of these Award Terms.
 (b)
    
    Employment Agreement. The Employment Agreement shall mean that certain Employment
Agreement, dated May 22, 2008, between the Participant and the Company, as amended by the
First Amendment thereto, dated October 24, 2008, and any other amendment subsequently agreed
to by the Participant and the Company.
 (c)
    
    Permanent Disability. The term Permanent Disability shall mean that the
Participant has been unable, due to physical or mental incapacity, to substantially perform
his duties and responsibilities under the Employment Agreement for 180 days out of any 270
consecutive days.
 (d)
    
    Termination Date. The Participants Termination Date shall have the meaning set
forth in the Employment Agreement.
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Appendix C Award Letter for Time Vested RSUs
 
  Number of Restricted

Stock Units Granted
    
    130,464Re: Grant of Restricted Stock Units  Time Vested
    
    Grant Date
    
    January 2, 2009
        6




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Appendix D  Award Terms for Time Vested RSUs
 CNA Financial Corporation 2000 Incentive Compensation Plan
  RSUs Award
 Vesting
 INSTALLMENT
    

VESTING
DATE APPLICABLE TO INSTALLMENTFirst quarter of RSUs
    
    January 2, 2010Second quarter of RSUs
    
    January 2, 2011Third quarter of RSUs
    
    January 2, 2012Fourth quarter of RSUs
    
    January 2, 2013
 Termination of Employment
 (a)
    
    The Participants employment is terminated by reason of his death or Permanent Disability, in
which event the Termination Date shall be the Vesting Date for purposes of Paragraph 2; or
 (b)
    
    The Participant is terminated by the Company without Cause, or resigns for Good Reason, in
each case as defined in and determined under the Employment Agreement, in which event the
Termination Date shall be the Vesting Date for purposes of Paragraph 2, provided that the
Participant executes and does not revoke the Release described in the Employment Agreement
within the time period provided therein.
 Change in Control
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Transfer of Stock in Settlement of RSUs
 Dividend Equivalent Payments
 Administration
 No Rights As Shareholder
 Governing Documents
 (a)
    
    unless the Participant otherwise agrees in a writing that expressly refers to the provision
of the Employment Agreement whose control he is waiving;
 (b)
    
    except as expressly provided in Section 3.2 (other than the provisions of (x) Section 3.2(a)
and (y) Section 3.2(c) to the extent that such provision authorizes the Committee to determine
whether the Termination of Affiliation is for Cause or other reason, which determination shall
continue to be governed by the Employment Agreement), Section 4.2, Article 13 (to the extent
any deferral is required to insure deductibility under Section 162(m) of the Code (provided,
however, that no such deferral shall be required if it would violate Section 409A of the
Code)), Section 16.1, Article 17, Section 18.4 or Section 18.5 of the Plan; or(c)
    
    except as expressly provided in Paragraphs 7, 9, 10 or 11 of these Award Terms.
 Amendment
 Arbitration/Beneficiaries/References
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Definitions
 (a)
    
    Employment Agreement. The Employment Agreement shall mean that certain Employment
Agreement, dated May 22, 2008, between the Participant and the Company, as amended by the
First Amendment thereto dated October 24, 2008, and any other amendment subsequently agreed to
by the Participant and the Company.
 (b)
    
    Vesting Date. The Participants Vesting Date is the date on which the specified
amount of RSUs are vested as provided for in Paragraphs 2, 3 or 4 of these Award Terms.
 (c)
    
    Termination Date. The Participants Termination Date shall have the meaning set
forth in the Employment Agreement.
 (d)
    
    Permanent Disability. The term Permanent Disability shall mean that the
Participant has been unable, due to physical or mental incapacity, to substantially perform
his duties and responsibilities under the Employment Agreement for 180 days out of any 270
consecutive days.
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Appendix E  Award Letter for Performance Based RSUs
 
 Number of Restricted
Stock Units Granted
    
    208,160Re: Grant of Restricted Stock Units  Performance Based
    
    Grant Date
    
    February 4, 2009
         10




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Appendix F  Award Terms for Performance Based RSUs
 CNA Financial Corporation 2000 Incentive Compensation Plan
  RSUs Award
 Satisfaction of Performance Criteria
 Vesting
 INSTALLMENT
    

VESTING DATE APPLICABLE TO INSTALLMENTFirst quarter of earned RSUs
    
    February 4, 2010Second quarter of earned RSUs
    
    February 4, 2011Third quarter of earned RSUs
    
    February 4, 2012Fourth quarter of earned RSUs
    
    February 4, 2013
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Termination of Employment
 (a)
    
    The Participants employment is terminated, either during the year that includes the Grant
Date or the following year, by reason of his death or Permanent Disability, in which event the
Termination Date shall be the Vesting Date for purposes of Paragraph 3;
 (b)
    
    The Participant is terminated by the Company without Cause, or resigns for Good Reason, as
both such terms are defined in and determined under the Employment Agreement, in either case
either during the year that includes the Grant Date or the
following year, in which event the Termination Date shall be the Vesting Date for purposes
of Paragraph 3, provided that the Participant executes and does not revoke the Release
described in the Employment Agreement within the time period provided therein; or
 (c)
    
    There is a Change in Control, as defined in Section 16 of the Employment Agreement, in which
event the date on which the Change in Control occurs shall be the Vesting Date for purposes of
Paragraph 3.
 Transfer of Stock in Settlement of RSUs
 Dividend Equivalent Payments
 Administration
 No Rights As Shareholder
 Governing Documents
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(a)
    
    unless the Participant otherwise agrees in a writing that expressly refers to the provision
of the Employment Agreement whose control he is waiving;
 (b)
    
    except as expressly provided in Section 3.2 (other than the provisions of (x) Section 3.2(a)
and (y) Section 3.2(c) to the extent that such provision authorizes the Committee to determine
whether the Termination of Affiliation is for Cause or other reason, which determination shall
continue to be governed by the Employment Agreement), Section 4.2, Article 13 (to the extent
any deferral is required to insure deductibility under Section 162(m) of the Code (provided,
however, that no such deferral shall be required if it would violate Section 409A of the
Code)), Section 16.1, Article 17, Section 18.4 or Section 18.5 of the Plan; or
 (c)
    
    except as expressly provided in Paragraphs 7, 9, 10 or 11 of these Award Terms.
 Amendment
 Arbitration/Beneficiaries/References
 Definitions
 (a)
    
    Employment Agreement. The Employment Agreement shall mean that certain Employment
Agreement, dated May 22, 2008, between the Participant and the Company, as amended by the
First Amendment thereto dated October 24, 2008, and any other amendment subsequently agreed to
by the Participant and the Company.
 (b)
    
    Vesting Date. The Participants Vesting Date is the date on which the specified
amount of RSUs are vested as provided for in Paragraphs 3 or 4 of these Award Terms.
 (c)
    
    Termination Date. The Participants Termination Date shall have the meaning set
forth in the Employment Agreement.
 (d)
    
    Permanent Disability. The term Permanent Disability shall mean that the
Participant has been unable, due to physical or mental incapacity, to substantially perform
his duties and responsibilities under the Employment Agreement for 180 days out of any 270
consecutive days.
 13