Exhibit 10.11.2
 (CNA LOGO)333 South Wabash, 40-South, Chicago, IL 60604
    
    Thomas PontarelliExecutive Vice President &Chief Administration OfficerTelephone 312-822-5291Facsimile 312-817-4030e-Mail      thomas.pontarelli@cna.com
    Grant of Stock Appreciation Rights paid in Stock
 Number of Stock SARs Granted
    
    
    {No. of SARs}Exercise Price
    
    
    {Price}Grant Date
    
    
    March 3, 2010Expiration Date
    
    
    March 3, 2020
    rd




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Stock Appreciation Rights Paid in Company Common Stock
 Award Terms for Grant Under the CNA Financial Corporation Incentive Compensation Plan
  Stock SARs Award
 Date of Exercise
 INSTALLMENT
    
    
    DATE OF EXERCISABILITY APPLICABLE
TO INSTALLMENTFirst quarter of Stock SARs
    
    
    First anniversary of March 3, 2010Second quarter of Stock SARs
    
    
    Second anniversary of March 3, 2010Third quarter of Stock SARs
    
    
    Third anniversary of March 3, 2010Fourth quarter of Stock SARs
    
    
    Fourth anniversary of March 3, 2010




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Expiration
 (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 the
Participants termination of employment by Continental Casualty Company or an Affiliate occurs
by reason of the Participants death or the Participants Permanent Disability.(c)
    
    Retirement. The three-year anniversary of such Date of Termination, if the
Participants termination of employment by Continental Casualty Company or an Affiliate occurs
by reason of the Participants Retirement (and not by reason of death, Permanent Disability,
or for Cause).(d)
    
    Cause. The Date of Termination, if the Participants termination occurs for Cause.(e)
    
    Voluntary Resignation. The Date of Termination, if the Participants termination of
employment by Continental Casualty Company or an Affiliate occurs by reason of the
Participants voluntary resignation (and the termination is for reasons other than as
described in Paragraphs 3(b), (c), (d) or (f)); provided, however, that the Compensation
Committee of the Companys Board of Directors (the Committee), in its sole discretion, may
provide for extension of the date specified in this Paragraph 3(e), except that such extended
date may not be later than the earlier to occur of the 90 day anniversary of the Date of
Termination or the date specified in Paragraph 3(a).(f)
    
    Termination without Cause. The Date of Termination, if the Participants termination
of employment by Continental Casualty Company or an Affiliate occurs by reason of termination
of employment by the Participants employer for reasons other than as described in Paragraphs
3(b), (c), or (d)); provided, however, that the Committee, in its sole discretion, may provide
for extension of the date specified in this Paragraph 3(f), except that such extended date may
not be later than the earlier to occur of the one-year anniversary of the Date of Termination
or the date specified in Paragraph 3(a); and further provided that, notwithstanding the
provisions of Paragraph 3, the Committee may, in its sole discretion, permit additional
exercisability of the Stock SARs to be earned, if any, during such extension period.
 Method of Exercise
 (a)
    
    Any notice of exercise shall specify the number of the Stock SARs which the Participant
elects to exercise and the date(s) on which they were awarded and vested.(b)
    
    Any gains realized upon the exercise of the Stock SARs will be paid in shares of Company
common stock. Except as otherwise provided by the Committee, before the Stock SARs are
exercised, the Participant will be required to remit to the Company a sufficient portion of
the sale proceeds to pay in either cash or shares acquired through the exercise any tax
withholding requirements resulting from such exercise.




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(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.
 Administration These Award Terms
may be subsequently modified at the discretion of the Company based on subsequent regulatory, tax,
or legal developments, as interpreted by the Company.
 Fractional Shares
 No Rights as Shareholder
 Governing Documents
 Amendment
 Definitions
 (a)
    
    Affiliate. The term Affiliate means any business or entity in which at any
relevant time 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, as
determined by the Committee, the Participant engages in: (i) any act or omission involving
theft, malfeasance, gross negligence, fraud, dishonesty, moral turpitude, unlawful conduct,
unethical conduct or breach of fiduciary duty; (ii) willful or reckless material misconduct in
the performance of the Participants duties, any act that violates, in any material respect,
any written policy or procedure of the Company or any Affiliate or any conduct that results in
adverse publicity or harm to the business or reputation of the Company or any Affiliate; or
(iii) habitual neglect of duties; provided, however,that for purposes of clauses (ii) and
(iii), Cause shall not include any one or more of the following: bad judgment, negligence or
any act or omission believed by the Participant in good faith to have been in, or not opposed
to, the best interests of the Company (without intent of the Participant to gain, directly or
indirectly, a profit
to which the Participant was not legally entitled). A Participant who agrees to resign from
his or her affiliation with the Company or any Affiliate in lieu of being terminated for
Cause may be




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deemed to have been terminated for Cause for purposes of this Paragraph 10(b).
If the Participant has entered into an employment contract with the Company or any Affiliate
and Cause is defined in such contract, then Cause for purposes of these Award Terms
shall be as defined in such contract in lieu of the definition in the immediately prior
sentence.(c)
    
    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.(d)
    
    Date of Termination. The Participants Date of Termination shall be the first day
occurring on or after the Grant Date on which the Participant is not employed by Continental
Casualty 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
of the Participants employment between Continental Casualty 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 Continental Casualty
Company or an Affiliate if such leave has been 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 not an Affiliate), the
occurrence of such transaction shall be treated as the Participants Date of Termination
caused by the Participant being discharged by the employer.(e)
    
    Permanent Disability. The term Permanent Disability means a physical or mental
condition of the Participant which, as determined by the Committee, in its sole discretion
based on all available medical information, would qualify the Participant for benefits under
the Companys long-term disability plan as in effect when the determination is made (ignoring
the requirements of any waiting period) if the Participant were a participant in such plan
(whether or not the Participant actually participates therein). Notwithstanding the foregoing,
if the Company has no long-term disability plan, Permanent Disability means a physical or
mental condition of the 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 the Participant incapable of performing any substantial portion of the
service required by his or her employer.(f)
    
    Retirement. Termination because of Retirement shall mean the Participants Date of
Termination due to the Participants cessation in providing services to the Company or any
Affiliate (for any reason other than death, Permanent Disability or Cause) at or after
attainment of age 62 or, if earlier, the Participants Date of Termination which is designated
by the Committee as a Retirement for purposes of these Award Terms.