Exhibit
10.10
 (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 Restricted Stock Units  Performance Based
 Number of Restricted 
Stock Units Granted
    
    
    141,758Grant Date
    
    
    March 3, 2010
      2010
    
    2010
    
    PercentageCNAF NOI
    
    CNAF NOI Achievement
    
    RSUs Earned< $600M
    
    < 50%
    
    0%$600M - $750M
    
    50% - 100%
    
    80% - 100% 1$750M - $1300M
    
    Above 100%
    
    100%(1) Percent of RSUs earned to be interpolated




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CNA Financial Corporation Incentive Compensation Plan
  RSUs Award
 Satisfaction of Performance Criteria
 Vesting




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INSTALLMENT
    
    
    VESTING DATE APPLICABLE TO
INSTALLMENTFirst quarter of earned RSUs
    
    
    March 3, 2011Second quarter of earned RSUs
    
    
    March 3, 2012Third quarter of earned RSUs
    
    
    March 3, 2013Fourth quarter of earned RSUs
    
    
    March 3, 2014
 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




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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.




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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 the Second Amendment thereto dated March
3, 2010, 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.