**Appendix A — Form of SARs Award Letter**February 6, 2009Private and Confidential          To: {Participant} Number of Stock SARs Granted {No. of SARs}          Re: Grant of Stock Appreciation Rights paid in Stock Exercise Price {Price}            Grant Date February 4, 2009            Expiration Date February 4, 2019          The Compensation Committee (the “Committee”) of the Board of Directors of CNA Financial Corporation(“Company”), which administers the CNA Financial Corporation 2000 Incentive Compensation Plan, asmay be amended from time to time (collectively, the “Plan”), has determined that you are eligiblefor a grant of {No. of SARs} stock appreciation rights (the “Stock SARs”) paid in CNA FinancialCorporation common stock at {Price} per share (the “Exercise Price”). Each of the Stock SARsentitles the eligible person to receive, at the time of exercise, an amount equal to the differencebetween the fair market value of a single share of the Company’s common stock on the date ofexercise and the Exercise Price, which may not be less than the fair market value of a single shareof the Company’s common stock on the date the right was granted, paid in shares of the Company’scommon stock. This Stock SARs award was granted by the Committee under the Plan on February 4,2009.As described more fully in the attached Award Terms, the Stock SARs will become exercisable in fourequal annual installments on February 4th of 2010, 2011, 2012 and 2013 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 4, 2010 if you arean employee on that date. In most instances, after the Stock SARs become vested, you may exercisethem any time prior to the expiration date shown above provided that you are employed by CCC or anaffiliate of CCC at the time of exercise. After exercising the Stock SARs, you can decide whetherto hold or sell the shares of Company common stock you have obtained. Please note that theexercise of the Stock SARs and any decision to sell the shares of Company common stock are subjectto CNA’s Securities Compliance Policy, certain trading window restrictions and applicable insidertrading restrictions, each as in effect from time to time.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 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 theAward
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Terms, the Award Terms will govern, and if discrepancies arise between the Award Terms and the Plandocument, the terms of the Plan document will govern.Sincerely,#####
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**Appendix B — Form of SARs Award Terms**Stock Appreciation Rights Paid in Company Common StockAward Terms for Grant Under the CNA Financial Corporation 2000 Incentive Compensation Plan          On February 4, 2009 (the “Grant Date”), CNA Financial Corporation (the “Company”) granted tothe Participant (as defined in Paragraph 1) certain stock appreciation rights (individually, a“Stock SAR” and collectively, the “Stock SARs”) paid in Company common stock. Each Stock SARentitles the Participant to receive, at the time of exercise, an amount equal to the differencebetween the fair market value of a single share of the Company’s common stock on the date ofexercise and the Exercise Price (as defined in Paragraph 1), which may not be less than the fairmarket value of a single share of the Company’s common stock on the date the right was granted,paid in shares of Company common stock. All Stock SARs grants shall be subject to the followingterms and conditions (the “Award Terms”):     1. Stock SARs Award. For purposes of these Award Terms, the “Participant” shall bethe eligible person identified in the award letter included with these Award Terms (the “AwardLetter”) and reflecting the date of grant of the Stock SARs that is the same as the Grant Datespecified in these Award Terms. For purposes of these Award Terms, the “Exercise Price” is theprice per share for such Stock SARs as specified in the Award Letter. The Stock SARs have beengranted under the CNA Financial Corporation 2000 Incentive Compensation Plan, as may be amendedfrom time to time (collectively, the “Plan”), which is incorporated into and forms a part of theseAward Terms. Certain words, terms and phrases used in these Award Terms are defined in the Plan(rather than in these Award Terms or Award Letter), and except where the context clearly implies orindicates the contrary, and except as otherwise provided in these Award Terms, a word, term, orphrase used or defined in the Plan is similarly used or defined in these Award Terms and the AwardLetter. Other words, terms or phrases used in these Award Terms or the Award Letter are defined inParagraph 10 of these Award Terms or elsewhere in these Award Terms or the 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 APPLICABLEINSTALLMENT TO INSTALLMENT   First quarter of Stock SARs First anniversary of February 4, 2009   Second quarter of Stock SARs Second anniversary of February 4, 2009   Third quarter of Stock SARs Third anniversary of February 4, 2009   Fourth quarter of Stock SARs Fourth anniversary of February 4, 2009   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.
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     3. 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 occursby reason 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 occursby 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 ofemployment by Continental Casualty Company or an Affiliate occurs by reason of theParticipant’s voluntary resignation (and the termination is for reasons other than asdescribed in Paragraphs 3(b), (c), (d) or (f)); 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 3(e), except that such extendeddate may not be later than the earlier to occur of the 90 day anniversary of the Date ofTermination or the date specified in Paragraph 3(a). (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 terminationof employment by the Participant’s employer for reasons other than as described in Paragraphs3(b), (c), or (d)); provided, however, that the Committee, in its sole discretion, may providefor extension of the date specified in this Paragraph 3(f), except that such extended date maynot be later than the earlier to occur of the one-year anniversary of the Date of Terminationor the date specified in Paragraph 3(a) ; and further provided that, notwithstanding theprovisions of Paragraph 3, the Committee may, in its sole discretion, permit additionalexercisability of the Stock SARs to be earned, if any, during such extension period.     4. 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, these Award Terms and the Plan, and also to the following provisions:(a) Any notice of exercise shall specify the number of the Stock SARs which the Participantelects 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 Companycommon stock. Except as otherwise provided by the Committee, before the Stock SARs are
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  exercised, the Participant will be required to remit to the Company a sufficient portion ofthe sale proceeds to pay in either cash or shares acquired through the exercise any taxwithholding requirements resulting from such exercise. (c) No Stock SARs shall be exercisable if and to the extent the Company determines in its solediscretion 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 aretraded. If the Company makes such a determination, it shall use reasonable efforts to obtaincompliance with such laws, rules or regulations. In making any determination hereunder, theCompany may rely on the opinion of counsel for the Company.     5. Administration. The authority to manage and control the operation andadministration of these Award Terms shall be vested in the Committee, and the Committee shall haveall such powers with respect to these Award Terms as it has with respect to the Plan. Anyinterpretation of these Award Terms by the Committee and any decision made by it with respect tothese Award Terms is final and binding on the Company and the Participant. These Award Termsmay be subsequently modified at the discretion of the Company based on subsequent regulatory, tax,or legal developments, as interpreted by the Company.     6. Fractional Shares. Any gains realized upon exercise of Stock SARs will be paid inshares of Company common stock, in whole or fractional shares, as determined by the Company to beappropriate and as approved by the Committee.     7. 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 in these AwardTerms.     8. Governing Documents. The Award Letter shall be subject to these Award Terms, andthese Award Terms shall be subject to the provisions of the Plan, a copy of which may be obtainedby the Participant from the office of the Secretary of the Company. If discrepancies arise betweenthe Award Letter and these Award Terms, on the one hand, and the Plan document, on the other hand,the terms of the Plan document will govern. These Award Terms are subject to all interpretations,amendments, rules, and regulations promulgated by the Committee from time to time pursuant to thePlan.     9. Amendment. These 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.     10. Definitions. For purposes of these Award Terms, the following definitions shallapply:(a) Affiliate. The term “Affiliate” means any business or entity in which at anyrelevant time the Company holds directly or indirectly a greater than a 10% equity (voting ornon-voting) interest. (b) Cause. The Participant will have engaged in conduct that constitutes “Cause” if theParticipant (i) engages in any conduct which the Chief Executive Officer of the Company’sinsurance subsidiaries reasonably determines to be fraudulent, constitute willful malfeasanceor gross negligence, or be inconsistent with the dignity and character of an executive of theCompany, or(ii) violates in a material manner the then current rules of professional conduct or humanresource
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  policies of the Company or any Affiliate. If the Participant has entered into anemployment contract with the Company or any Affiliate and “Cause” is defined in suchcontract, then “Cause” for purposes of these Award Terms shall be as defined in suchcontract in lieu of the definition in the immediately prior sentence. (c) Date of Exercisability. The Participant’s “Date of Exercisability” is the date onwhich the specified amount of Stock SARs are first able to be exercised as provided for inParagraph 2 of these Award Terms. (d) Date of Termination. The Participant’s “Date of Termination” shall be the first dayoccurring on or after the Grant Date 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 transferof the Participant’s employment between Continental Casualty Company and an Affiliate orbetween two Affiliates; and further provided that the Participant’s employment shall not beconsidered terminated while the Participant is on a leave of absence from Continental CasualtyCompany or an Affiliate if such leave has been approved by the Participant’s employer. If, asa 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), theoccurrence of such transaction shall be treated as the Participant’s Date of Terminationcaused by the Participant being discharged by the employer. (e) Permanent Disability. The term “Permanent Disability” means a physical or mentalcondition of the Participant which, as determined by the Company, in its sole discretion basedon all available medical information, is expected to continue indefinitely and which rendersthe Participant incapable of substantially performing of the services required of theParticipant by the Participant’s 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 Terminationwhich is designated by the Committee as a “Retirement” for purposes of these Award Terms.
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