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2008 INCENTIVE COMPENSATION AWARDS TO EXECUTIVE OFFICERS
   (a)
    
    The Annual Incentive Bonus (AIB) amounts for 2007 that are payable in 2008. The AIB
is determined through a performance goal of Registrants net operating income or payout
formula that is a percentage of Registrants net operating income achieved in a particular
year, in this instance 2007.(b)
    
    The 2007 performance year results for the Long-Term Incentive Cash Plan (LTI Cash
Plan) and the cash awards for the 2005-2007 LTI Cash Plan cycle pursuant to such results.
The 2007 performance year results that were approved apply to the 2005-2007, 2006-2008 and
2007-2009 cycles under the LTI Cash Plan. The form of the letter relating to such awards
has not yet been finalized.(c)
    
    The LTI Cash Plan awards for the 2008-2010 LTI Cash Plan cycle. The form of the award
letter and the form of the award terms relating to such awards have not yet been
finalized.(d)
    
    The AIB opportunities for the 2008 performance year, determined through a performance
goal of Registrants net operating income or payout formula that is a percentage of
Registrants net operating income achieved in 2008, payable in 2009.(e)
    
    The net operating income goals for 2008 under the LTI Cash Plan, applicable to the
2006-2008, 2007-2009 and 2008-2010 LTI Cash Plan cycles. The LTI Cash Plan potential bonus
amounts are based upon Registrants net operating income over three year cycles, with
goals set for each calendar year within the three year cycle. Performance is determined at
the end of each calendar year and payouts are made at the end of the three year cycle.(f)
    
    The definition of net operating income for purposes of determining performance and
bonus payouts applicable to AIB opportunities for 2008 and the 2008 LTI Cash Plan targets
for the 2006-2008, 2007-2009 and 2008-2010 LTI Cash Plan cycles.(g)
    
    The modification to the LTI Cash Plan to limit participation in the plan for a given
year to those eligible officers whose hire date occurred on or before September 30 of such
year. This modification is effective for the performance years from and after 2008.




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Appendix A  Form of Award Letter
   To:
    
    {Name}
    
    
    Number of Stock
SARs Granted
    
    
    {No. of Shares}Re:
    
    Grant of Stock Appreciation Rights paid in Stock
    
    
    Exercise Price
    
    
    {$Price}Grant Date
    
    
    February 6, 2008Expiration Date
    
    
    February 6, 2018
  th
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Appendix B  Form of Award Terms
 CNA Financial Corporation 2000 Incentive Compensation Plan
  Award
 Date of Exercise
 INSTALLMENT
    
    
    DATE OF EXERCISABILITY APPLICABLE TO
INSTALLMENTFirst quarter of Stock SARs
    
    
    First anniversary of February 6, 2008Second quarter of Stock SARs
    
    
    Second anniversary of February 6, 2008Third quarter of Stock SARs
    
    
    Third anniversary of February 6, 2008Fourth quarter of Stock SARs
    
    
    Fourth anniversary of February 6, 2008
  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).
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(d)
    
    Cause. The Date of Termination, if the Participants termination occurs by reason of
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 (b), (c), or (d) next above, or paragraph (f) next below); 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 (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 (a) next
above.(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 Cause (and the termination
is for reasons other than as described in paragraphs (b), (c), or (d), next above); provided,
however, that the Committee, in its sole discretion, may provide for extension of the date
specified in this paragraph (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 (a) next above; 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 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 CNA Financial
Corporation 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.(c)
    
    No Stock SARs Rights 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 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
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##### 



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 the
Participant i) engages in any conduct which the Chief Executive Officer of the Companys insurance
subsidiaries reasonably determines to be fraudulent, constitute willful malfeasance or
gross negligence, or be inconsistent with the dignity and character of an executive of the
Company or ii) violates in a material manner the then current rules of professional conduct
or human resource policies of the Company. If the Participant has entered into an
employment contract with the Company or any Subsidiary 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 3 of these Award Terms.(d)
    
    Date of Termination. The Participants Date of Termination shall be the first day
occurring on or after the Date of Grant 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 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 Participant which, as determined by the Company, in its sole discretion based on
all available medical information, is expected to continue indefinitely and which renders
Participant incapable of substantially performing of the services required of him by his
employer.(f)
    
    Retirement. Termination because of Retirement shall mean the Participants Date of
Termination 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 the Award Terms.
 5