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<SEC-DOCUMENT>0000950137-04-010859.txt : 20041208
<SEC-HEADER>0000950137-04-010859.hdr.sgml : 20041208
<ACCEPTANCE-DATETIME>20041208160355
ACCESSION NUMBER:		0000950137-04-010859
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20041202
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041208
DATE AS OF CHANGE:		20041208

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CNA FINANCIAL CORP
		CENTRAL INDEX KEY:			0000021175
		STANDARD INDUSTRIAL CLASSIFICATION:	FIRE, MARINE & CASUALTY INSURANCE [6331]
		IRS NUMBER:				366169860
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05823
		FILM NUMBER:		041191017

	BUSINESS ADDRESS:	
		STREET 1:		CNA PLZ
		STREET 2:		235
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60685
		BUSINESS PHONE:		3128225000

	MAIL ADDRESS:	
		STREET 1:		CNA PLAZA
		STREET 2:		235
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60685
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c90254e8vk.htm
<DESCRIPTION>CURRENT REPORT
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vk</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>


<P align="center" style="font-size: 10pt"><B>CURRENT REPORT<BR>
Pursuant to Section&nbsp;13 OR 15(d) of<BR>
The Securities Exchange Act of 1934</B>



<P align="center" style="font-size: 10pt">Date of Report (Date of earliest event reported) <B>December&nbsp;2, 2004</B>


<P align="center" style="font-size: 24pt"><B>CNA FINANCIAL CORPORATION</B>

<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="100%">
(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>

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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>1-5823</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>36-6169860</B></TD>
</TR>

<TR style="font-size: 1px">
    <TD colspan="5" valign="top" align="left"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction<BR>
of incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Commission<BR>
File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer<BR>
Identification No.)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>CNA Center, Chicago, Illinois</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>60685</B></TD>
</TR>

<TR style="font-size: 1px">
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of principal executive offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code (312)&nbsp;822-5000


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

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    <TD width="100%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="100%">&nbsp;</TD>
</TR>

<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Not Applicable</B><BR>
<HR align="center" size="1" noshade width="100%">
(Former name or former address, if changed since last report.)</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt">Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


<P align="left" style="font-size: 10pt">&#091; &#093; Written communications pursuant to Rule&nbsp;425 under the Securities Act (17
CFR 230.425)


<P align="left" style="font-size: 10pt">&#091; &#093; Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR
240.14a-12)


<P align="left" style="font-size: 10pt">&#091; &#093; Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))


<P align="left" style="font-size: 10pt">&#091; &#093; Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
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	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">Item&nbsp;1.01 Entry into a Material Definitive Agreement.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">Item&nbsp;5.02(c) Appointment of Principal Financial Officer.</A></TD></TR>
<TR><TD></TD><TD></TD><TD colspan="7"><A HREF="#002">Item&nbsp;9.01 Financial Statements and Exhibits.</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003"> SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="c90254exv99w1.htm">Employment Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="c90254exv99w2.htm">Addendum to Employment Agreement</A></TD></TR>
</TABLE>
</CENTER>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>



<!-- link1 "Item&nbsp;1.01 Entry into a Material Definitive Agreement." -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;1.01 Entry into
a Material Definitive Agreement.</B>

<P align="left" style="font-size: 10pt">The information set forth in
Item&nbsp;5.02(c) below is incorporated herein by reference.

<!-- link2 "Item&nbsp;5.02(c) Appointment of Principal Financial Officer." -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;5.02(c) Appointment of Principal Financial Officer.</B>

<P align="left" style="font-size: 10pt">As previously reported
through a Form 8-K dated November&nbsp;5, 2004, Registrant appointed D. Craig Mense, age 52&nbsp;years, as
its Chief Financial Officer effective November&nbsp;29, 2004. On
December 2, 2004, Registrant&#146;s subsidiary Continental Casualty
Company and Mr.&nbsp;Mense entered into an Employment
Agreement and an Addendum to Employment Agreement. As a result,
Registrant hereby supplements the information reported on
November&nbsp;5, 2004 through this Item&nbsp;5.02(c), as well as
through the filing of the Employment Agreement and Addendum to
Employment Agreement, each of which is respectively attached hereto
and incorporated herein as Exhibit&nbsp;99.1 and Exhibit&nbsp;99.2.


<!-- link3 "Item&nbsp;9.01 Financial Statements and Exhibits." -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;9.01 Financial Statements and Exhibits.</B>

<P align="left" style="font-size: 10pt">(c)&nbsp;Exhibits:


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

<!-- Begin Table Head --><TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="91%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left"><B>Description</B><HR size="1" noshade></TD>
</TR>


<!-- End Table Head -->

<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Employment Agreement, dated
December 2, 2004, between Registrant&#146;s subsidiary Continental Casualty
Company and D. Craig Mense.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Addendum to Employment Agreement,
dated December 2, 2004, between Registrant&#146;s subsidiary Continental Casualty
Company and D. Craig Mense.</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>


<!-- link1 " SIGNATURES" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

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    <TD width="46%">&nbsp;</TD>
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</TR>

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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">CNA FINANCIAL CORPORATION<br>
(Registrant)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date
December&nbsp;8, 2004
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Lawrence J. Boysen</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Signature)*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By: Lawrence J. Boysen</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">*Print name and title of the signing officer under his signature.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Its: Senior Vice
President and
Controller (Principal
Accounting Officer)</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>c90254exv99w1.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
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<TITLE>exv99w1</TITLE>
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B>EXHIBIT 99.1</B>


<P align="center" style="font-size: 10pt"><B>EMPLOYMENT AGREEMENT</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS EMPLOYMENT AGREEMENT (the &#147;Agreement&#148;) is made as of the 2nd day of
December, 2004 (the &#147;Signing Date&#148;), by and between Continental Casualty
Company, an Illinois insurance company (the &#147;Company&#148;), and D. Craig Mense
(&#147;Executive&#148;);


<P align="center" style="font-size: 10pt"><B>WITNESSETH:</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS, </B>the Company wishes to employ Executive as Executive Vice
President and Chief Financial Officer of the Company with senior management
level responsibility for the principal business units and subsidiaries of the
Company being hereinafter referred to as the &#147;CNA insurance companies,&#148; and
Executive wishes to accept and agree to such employment under the terms and
conditions set forth hereinbelow.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE, </B>in consideration of the foregoing premises and the
promises and covenants herein, the parties hereto agree as follows:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<B>Employment Term</B>. The Company and Executive agree that the Company shall
employ Executive to perform the duties of a Executive Vice President of the CNA
insurance companies for the period commencing on November&nbsp;29, 2004 (&#147;Effective
Date&#148;) and ending on November&nbsp;30, 2007, or such earlier date as of which
Executive&#146;s employment is terminated in accordance with Section&nbsp;6 hereof (said
period the &#147;Term&#148;). The covenants set forth in Sections&nbsp;7, 8, 9, 10, 11, 12,
13, and 14 shall survive the employment term of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<B>Duties of Executive</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Executive shall perform the duties and responsibilities of an
Executive Vice President and Chief Financial Officer (hereinafter &#147;CFO&#148;) of the
CNA insurance companies as defined and directed by the Company&#146;s Chief
Executive Officer (hereinafter &#147;CEO&#148;). Executive shall report to the CEO.
Executive may be elected to and shall serve as a member of the Board of
Directors of one or more of the CNA insurance companies, and if so elected
Executive agrees to serve on such boards in such capacity without additional
compensation and Executive further agrees to


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">resign any such position on such Boards upon the termination of his
employment with the Company for any reason; provided, however, that nothing in
this Agreement shall require that any CNA insurance companies elect Executive
to its board of directors. Executive has also been elected as an executive
officer of CNA Financial Corporation (&#147;CNAF&#148;), a public company that is the
indirect parent of the Company, and Executive agrees to serve in such capacity
for the term of this Agreement without additional compensation; provided,
however, that nothing in this Agreement shall require that CNAF maintain
Executive in any such position.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Executive shall diligently and to the best of his abilities assume,
perform, and discharge the duties and responsibilities of Executive Vice
President, CFO, as well as such other specific duties and responsibilities as
the CEO shall assign or designate to Executive from time to time not
inconsistent with Executive&#146;s status. Executive shall devote substantially all
of his working time to the performance of his duties as set forth herein and
shall not, without the prior written consent of the CEO, accept other
employment or render or perform other services, nor shall he have any direct or
indirect ownership interest in any other business which is in competition with
the business of the Company or the CNA insurance companies, other than in the
form of publicly traded securities constituting less than five percent (5%) of
the outstanding securities of a corporation (determined by vote or value) or
limited partnership interests constituting less than five percent (5%) of the
value of any such partnership. The foregoing shall not preclude Executive from
engaging in charitable, professional, and personal investment activities,
provided that, in the judgment of the CEO, such activities do not materially
interfere with the performance of his duties and responsibilities hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<B>Compensation</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;During the Term, the Company shall pay to Executive for the period he
is employed by the Company hereunder, an annual base salary of $550,000.00 (the
&#147;Base Compensation&#148;). The Base Compensation shall be payable not less
frequently than in monthly increments. At the discretion of the CEO and/or the
Incentive Compensation Committee (the &#147;Committee&#148;) of CNAF&#146;s Board of
Directors, such salary rate may be increased annually as of each February
occurring during the term of the Agreement, beginning with February&nbsp;2005, based
on market considerations, responsibilities and performance. In no event shall
Executive&#146;s salary rate be reduced to an amount that is less than the amount
specified in this Section 3(a) without


<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Executive&#146;s written consent, or to an amount that is less than the amount
that he was previously receiving without Executive&#146;s written consent.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Executive shall be eligible for an annual incentive cash award
(&#147;Bonus&#148;) pursuant to the CNA Financial Corporation 2000 Incentive Compensation
Plan (the &#147;Plan&#148;). Subject to the approval of the Committee, the Executive&#146;s
target Bonus thereunder shall not be less than the rate of one-hundred percent
(100%) of his Base Compensation for each twelve month bonus period. In no
event shall the target Bonus be reduced without the Executive&#146;s written
consent. The amount of the Bonus shall be based on the CEO&#146;s assessment of
Executive&#146;s performance, and shall be determined and payable in accordance with
the terms of the Plan as set forth in the Plan documents; however, if Executive
is a proxy-named officer, the amount of the Bonus shall be based on the
Committee&#146;s assessment in its sole discretion of Executive&#146;s performance, and
shall be determined and payable in accordance with the terms of the Plan, as
set forth in the Plan documents. Provided, further, that the Committee shall
have unlimited negative discretion under the Plan to decrease the amount of
Executive&#146;s Bonus for any year. The Bonus for calendar year 2004 will be paid
as a sign-on bonus as referenced in 3(e) below. Executive&#146;s eligibility for
subsequent Bonuses will begin with the 2005 performance year.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Subject to the approval of the Committee, Executive shall be eligible
to receive a long-term Incentive cash award, in accordance with the terms of
the Plan, as may be in effect during the Term or such other long term incentive
plan as the Company may from time to time adopt for its senior officers. The
Executive&#146;s target long-term incentive cash award shall be 20&nbsp;percent (20%) of
his Base Compensation during the three year performance period as determined by
the Company and/or the Committee. In no event shall the target award be reduced
without the Executive&#146;s written consent. Actual payout of the long-term
incentive cash award may range from 0% to 200% of target, based on the
Company&#146;s overall business results and performance as determined by the
Committee in its sole discretion.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Subject to the approval of the Committee, Executive shall be awarded a
minimum stock option grant of 25,000 shares of CNA Financial Corporation
(&#147;CNAF&#148;) common stock annually beginning with the 2004 performance year, during
the term of Executive&#146;s employment under this Agreement. Executive shall
receive his 2004 stock option grant on the first day of employment pursuant to
the terms and conditions set forth in the attached Addendum (the


<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">&#147;Addendum&#148;), which is incorporated by reference into this Agreement. Such
annual grant may be increased at the recommendation of the CEO and upon
approval of the Committee, subject to share availability. Executive&#146;s rights
with respect to shares awarded hereunder shall be subject to the terms of the
Plan, share availability and approval by the Committee.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Executive shall be awarded a Bonus payment under the Plan for calendar
year 2004 in the amount of $650,000, payable within first 30&nbsp;days of the
Effective Date. Executive shall also be awarded a special stock grant of
20,000 restricted shares of CNAF common stock on the first day of employment,
pursuant to the terms and conditions set forth in the attached Addendum (the
&#147;Addendum&#148;), which is incorporated by reference into this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;For avoidance of doubt respecting awards to Executive under Section
3(b), 3(c), 3(d) and 3(e) hereof, the Committee shall retain such discretion
as may be provided under the Plan to satisfy Section 162(m) of the Internal
Revenue Code of 1986 (&#147;Code&#148;) or any successor provision. The Company may defer
the payment of all compensation to which Executive is entitled hereunder or
otherwise to enable it to comply with Section 162(m) of the Code or any
successor provision with respect to deductibility of executive compensation.
Subject to Section 162(m) of the Code and any other applicable laws or
regulations as interpreted by the Company, deferred compensation may be
credited to the Executive&#146;s SES-CAP account and, if so credited, shall be
subject to the terms thereof<B>.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Executive&#146;s pensionable earnings under the CNA Retirement Plan, the
CNA Supplemental Executive Retirement Plan (&#147;SERP&#148;), the Savings &#038; Capital
Accumulation Plan (&#147;S-CAP&#148;), and the CNA Supplemental Savings &#038; Capital
Accumulation Plan (&#147;SES-CAP&#148;) will be calculated and payable as specified in
the respective plan documents, as amended from time to time, and also subject
to the requirements of any other applicable laws or regulations as interpreted
by the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;All payments due under this Agreement shall be subject to withholding
as required by law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<B>Other Benefits</B>. Executive shall be entitled to continue to participate
in the various benefit plans, programs or arrangements established and
maintained by the Company from time to time and applicable to senior executives
of the Company such as, but not by way of limitation,


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">medical benefits, dental benefits, life insurance, long-term disability
insurance, both qualified and supplemental defined contribution plans, and to
receive all fringe benefits made available to senior executives of the Company,
including relocation assistance, club membership, and tax return preparation.
Executive&#146;s entitlement to participate in any such plan, program or arrangement
shall, in each case, be subject to the terms and conditions of the Company&#146;s
policies with regard to such plans, programs or arrangements as adjusted by the
Company from time to time in its sole discretion. Executive shall not be
eligible for paid time off (&#147;PTO&#148;) under the Company&#146;s PTO policy. In the event
of termination of employment, Executive&#146;s severance shall be determined solely
in accordance with Section&nbsp;6 hereof.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<B>Expense Reimbursement</B>. Executive shall continue to be entitled to
reimbursement by the Company for all reasonable and customary travel and other
business expenses incurred by Executive in carrying out his duties under this
Agreement, in accordance with the general travel and business reimbursement
policies adopted by the Company as adjusted from time to time. Executive shall
report all such expenditures not less frequently than monthly accompanied by
adequate records and such other documentary evidence as required by the Company
or by Federal or state tax statutes or regulations governing the substantiation
of such expenditures.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<B>Termination of Employment</B>. If Executive&#146;s employment with the Company
shall terminate during the term of this Agreement, the following conditions set
forth herein shall apply with respect to the Executive&#146;s compensation and
benefits hereunder. Either party may terminate Executive&#146;s employment with the
Company during the term of this Agreement by written notice to the other party,
effective as of the date specified in such notice and Executive&#146;s employment
shall automatically terminate in the event of Executive&#146;s death. Upon
termination of Executive&#146;s employment during or at the end of the term of this
Agreement, the rights of the parties under this Agreement shall be determined
pursuant to this Section&nbsp;6. All payments to be made hereunder shall be made
either to Executive or to his personal representatives, heirs or beneficiaries,
as the case may be. In the event of Executive&#146;s termination during the term of
this Agreement, unless otherwise specified in this Agreement Executive&#146;s
rights, if any, under any of the Company&#146;s defined contribution, benefit,
incentive or other plans of any nature shall be governed by the respective
terms of such plans.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1 <B>Death and Disability</B>. In the event of the death of Executive or, at
the Company&#146;s election, in the event of his Permanent Disability (as defined
below) during the term of this


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Agreement, provided it has not already terminated, Executive&#146;s employment
shall terminate; provided, however, that:



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company shall pay to Executive or his personal representatives,
heirs or beneficiaries as the case may be, an amount equal to his: (i)&nbsp;unpaid
base salary and current year&#146;s target Bonus and CNA long-term incentive cash
award prorated to the date of termination; (ii)&nbsp;any previous year&#146;s unpaid
Bonus based upon actual or discretionary payouts, if any; and (iii)&nbsp;unpaid cash
entitlements, if any, earned by Executive or payable to his beneficiaries as of
the date of termination which, pursuant to the terms of any applicable Company
plan or program (which unpaid cash entitlements shall not include any unpaid
Bonus or any unpaid long-term incentive cash award or other award under the
Incentive Compensation Plan), accrued prior to the date of termination.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;For purposes of this Agreement, the term &#147;Permanent Disability&#148; means
a physical or mental condition of Executive which, as determined by the CEO
based on and consistent with available medical information, is expected to
continue beyond 26&nbsp;weeks and which renders Executive incapable of performing
any substantial portion of the services contemplated hereunder with reasonable
accommodation compatible with the fulfillment of his duties as described in
Section&nbsp;2 hereinabove.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2 <B>Termination for Cause by the Company</B>. In the event that Executive
shall engage in any conduct which the CEO in his sole discretion shall
determine to be &#147;<B>Cause</B>,&#148; as defined herein, he shall be subject to termination
forthwith. For purposes of this Agreement, Cause shall mean engaging in or
committing: (i)&nbsp;any act which would constitute a felony or other act involving
fraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary
duty; (ii)&nbsp;a substantial breach of any material provision of this Agreement;
(iii)&nbsp;a willful or reckless material misconduct in the performance of the
Executive&#146;s duties; or (iv)&nbsp;the habitual neglect of duties; provided however,
that, for purposes of clauses (iii)&nbsp;and (iv), Cause shall not include any one
or more of the following: bad judgment, negligence or any act or omission
believed by the Executive in good faith to have been in or not opposed to the
interest of the Company (without any intent by the Executive to gain, directly
or indirectly, a profit to which he was not legally entitled). If the Executive
agrees to resign from his employment with the Company in lieu of being
terminated for Cause, he may be deemed to have been terminated for Cause for
purposes of this Agreement.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon terminating the Executive for Cause, other than paying the Executive
within 30&nbsp;days of such termination his: (i)&nbsp;unpaid base salary prorated to the
date of termination and (ii)&nbsp;unpaid cash entitlements, if any, earned and
accrued pursuant to the terms of any applicable Company plan or program (which
unpaid cash entitlements shall not include any unpaid Bonus or any unpaid
long-term incentive cash award or other award under the Incentive Compensation
Plan) prior to the date of the date of termination, the Company shall have no
further obligations whatsoever to Executive under this Agreement. In the event
of termination for Cause, Executive agrees to continue to be bound by the
covenants set forth herein at Sections&nbsp;7 through 13, subsequent to the date of
such termination for such periods of time as provided for in said Sections
respectively. The CEO shall, in his discretion but in consultation with the
Board of Directors of CNAF, determine whether, in light of all surrounding
circumstances, (i)&nbsp;any additional compensation should be paid to the Executive
as a result of Executive being bound by the provisions of Section&nbsp;9 hereinbelow
in the event of his termination for Cause and (ii)&nbsp;any modification to the
requirements of said Section&nbsp;9 in relation to the Executive should be made.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3 <B>Termination by the Company Without Cause / Termination by Executive
for Good Reason</B>. In the event Executive&#146;s employment is terminated by the
Company &#147;<B>Without Cause&#148; </B>(as that term is defined hereinbelow), or in the event
Executive terminates his employment for &#147;<B>Good Reason</B>&#148; (as that term is defined
hereinbelow):


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company shall pay to Executive severance consisting of an amount
equal to the 12&nbsp;months of the Executive&#146;s Base Compensation, or the amount of
unpaid base compensation due to Executive under this Agreement, whichever is
greater, and Bonus at target in effect at the time of termination. The
severance shall be paid in equal monthly installments following such
termination. The Company shall also pay the Executive (i)&nbsp;within 30&nbsp;days of his
termination, his unpaid base salary, prorated to the date of termination; (ii)
at the time of the scheduled March payout date, current year&#146;s target Bonus and
any CNA long-term incentive cash award payable hereunder, prorated to the date
of termination; and (iv)&nbsp;within 30&nbsp;days of his termination, unpaid cash
entitlements, if any, earned and accrued pursuant to the terms of any
applicable Company plan or program prior to the date of the date of termination
(which unpaid cash entitlements under this Section&nbsp;6.3(a)(iv) shall not include
any unpaid Bonus or any unpaid long-term incentive cash award or other award
under the Plan). Executive agrees to be bound by the covenants set forth herein
prior to, as of and subsequent to the termination date. In addition, Executive
shall continue to participate, at the active employee rates, in such health


<P align="center" style="font-size: 10pt">7
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">benefits plans in which he is enrolled throughout the term of the payments
set forth in this Section&nbsp;6.3(a), up to a maximum of 12&nbsp;months, with said
period of participation to run concurrently with any period of COBRA coverage
to which Executive may be entitled. Other than as set forth in this Section&nbsp;6.3
(a), the Company shall have no further obligations to Executive under this
Agreement in the event of a termination of Executive&#146;s employment by the
Company Without Cause or any termination of Executive&#146;s employment by
Executive.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&#147;Good Reason&#148; as set forth herein is defined as a reduction in the
rate of Executive&#146;s base salary, annual incentive target or long-term incentive
cash target compensation, a required relocation of his personal residence to
another geographical area outside of the geographical area where the Company&#146;s
home office is located without Executive&#146;s consent, a change in Executive&#146;s
direct reporting relationship to the CEO or other involuntary loss of position
as described herein (other than as a result of a termination by the Company for
Cause) or a material diminution in Executive&#146;s duties and responsibilities
without Executive&#146;s consent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&#147;Without Cause&#148; as set forth herein is defined as a termination of the
Executive&#146;s employment by the Company for any reason not described in
subsections 6.1 and 6.2.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of any termination of employment as described in this Section&nbsp;6.3,
Executive agrees to continue to be bound by the covenants set forth herein at
Sections&nbsp;7 through 13 subsequent to the date of such termination for such
periods of time as provided for in said Sections respectively. Any term or
provision herein to the contrary notwithstanding, the timing and other
conditions of any severance or other payments to be made under this Agreement
shall be subject to the requirements of all applicable laws and regulations,
whether or not they are in existence or in effect when this Agreement is
executed by the parties hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4 <B>Voluntary Resignation by Executive</B>. In the event that Executive&#146;s
employment is voluntarily terminated by Executive other than pursuant to
subsection 6.3 or as a direct result of his death or Permanent Disability (as
described in subsection 6.1), the Company shall have no further obligations to
Executive under this Agreement other than paying the Executive within 30&nbsp;days
of such termination his: (i)&nbsp;unpaid base salary prorated to the date of
termination and (ii)&nbsp;unpaid cash entitlements, if any, earned and accrued
pursuant to the terms of any applicable Company plan or program (which unpaid
cash entitlements shall not include any unpaid Bonus


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">or any unpaid long-term incentive cash award or other award under the
Plan) prior to the date of termination. In the event of termination of
employment as described in this Section&nbsp;6.4, Executive agrees to continue to be
bound by the covenants set forth herein at Sections&nbsp;7 through 13 subsequent to
the date of such termination for such periods of time as provided for in said
Sections respectively.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5 <B>Expiration of Agreement</B>. Following November&nbsp;30, 2007, if the Company
and Executive have not mutually agreed to the terms of, and entered into a new
agreement, Executive&#146;s employment shall be one of employment at will, which may
be terminated by either the Company or Executive at any time. Such continued
employment after November&nbsp;30, 2007 shall be subject to the Company&#146;s normal
policies and procedures in effect during said period of continued employment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.6 <B>Other Benefits</B>. In the event that Executive&#146;s employment is terminated
pursuant to Sections&nbsp;6.1, 6.2 or 6.4, Executive&#146;s coverage under the Company&#146;s
short-term disability plan, shall end on the date of termination of employment;
Executive&#146;s coverage under the Company&#146;s long-term disability plan shall end on
the last day of the month in which termination of employment occurs; and
Executive&#146;s coverage under the Company&#146;s non-contributory and contributory
life, dependent life and accidental death and dismemberment plans shall end on
the last day of the month in which termination occurs. In the event that
Executive&#146;s employment is terminated pursuant to Section&nbsp;6.3, the foregoing
shall also apply, except that Executive&#146;s coverage under the Company&#146;s
contributory life, dependent life and contributory accidental death and
dismemberment plans shall continue through the end of any applicable severance
period, upon payment of the applicable premium.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.7 <B>Release. </B>Executive acknowledges that the severance benefits set forth
in Section&nbsp;6 hereof provides significant additional benefits as compared to
those available to the Company&#146;s employees in general. As a condition precedent
to receiving any payments or other benefits pursuant to Section&nbsp;6 of this
Agreement, Executive agrees to sign a full and complete release acceptable to
the Company releasing the Company, its subsidiaries and affiliates and their
directors, officers and employees of any and all claims, both known and unknown
as of the date


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">of Executive&#146;s termination of employment with the Company. In the absence
of Executive&#146;s executing such a release in a form satisfactory to the Company,
the Company shall have no obligation to Executive to make any payments or
provide any other benefits as provided in said Section&nbsp;6.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<B>Confidentiality</B>. Executive agrees that while he is employed by the
Company, and at all times thereafter, Executive shall not reveal or utilize
information, knowledge or data which is confidential as defined in this
Agreement and learned during the course of or as a result of his employment
which relates to: (a)&nbsp;the Company and/or any other business or entity in which
the Company during the course of the Executive&#146;s employment has directly or
indirectly held a greater than a 10% equity interest whether voting or
non-voting; and (b)&nbsp;the Company&#146;s customers, employees, agents, brokers and
vendors. The Executive acknowledges that all such confidential information is
commercially valuable and is the property of the Company. Upon the termination
of his employment Executive shall return all confidential information and any
copies thereof to the Company, whether it exists in written, electronic,
computerized or other form.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<B>&#147;Confidential Information&#148; Defined</B>. For purposes of this Agreement
&#147;confidential information&#148; includes all information, knowledge or data (whether
or not a trade secret or protected by laws pertaining to intellectual property)
not generally known outside the Company (unless as a result of a breach of any
of the obligations imposed by this Agreement) concerning the business
operations, performance and other information of the Company or other entities
as described in Section&nbsp;7 above. Such information may without limitation
include information relating to data, finances, marketing, pricing, profit
margins, underwriting, claims, loss control, marketing and business plans,
renewals, software, processing, vendors, administrators, customers or
prospective customers, products, brokers, agents and employees.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<B>Competition</B>. Executive hereby agrees that, while he is employed by the
Company, and for a period of 12&nbsp;months following the date of his termination of
employment with the Company for any reason, he will not, directly or
indirectly, without the prior written approval of the CEO, enter into any
business relationship (either as principal, agent, board member, officer,
consultant, stockholder, employee or in any other capacity) with any business
or other entity that at any relevant time is engaged in the business of
insurance in direct or indirect competition with the Company or any of its
affiliates (a &#147;Competitor&#148;); provided, however, that such prohibited activity
shall not include the ownership of less than 5% of the outstanding securities


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">of any publicly traded corporation (determined by vote or value)
regardless of the business of such corporation. Upon the written request of
Executive, the CEO will determine whether a business or other entity
constitutes a &#147;Competitor&#148; for purposes of this Section&nbsp;9; provided that the
CEO may require Executive to provide such information as the CEO determines to
be necessary to make such determination; and further provided that the current
and continuing effectiveness of such determination may be conditioned on the
accuracy of such information, and on such other factors as the CEO may
determine.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<B>Solicitation</B>. Executive agrees that while he is employed by the
Company, and for a period of 24&nbsp;months following his termination of employment
with the Company for any reason, he will not employ, offer to employ, engage as
a consultant, or form an association with any person who is then, or who during
the preceding one year was, an employee of the Company or any Subsidiary or
Affiliate of the Company or any successor or purchaser of any portion thereof,
nor will he assist any other person or entity in soliciting for employment or
consultation any person who is then, or who during the preceding one year was,
an employee of the Company or any Subsidiary or Affiliate of the Company or any
successor or purchaser of any portion thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<B>Non-interference</B>. Executive agrees that while he is employed by the
Company, and for a period of 24&nbsp;months following his termination of employment
with the Company for any reason, he will not disturb or attempt to disturb any
business relationship or agreement between either the Company or any Subsidiary
or Affiliate of the Company or any successor or purchaser of any portion
thereof, and any other person or entity.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<B>Assistance with Claims</B>. Executive agrees that, while he is employed by
the Company, and for a reasonable period (not less than 60&nbsp;months from the date
of termination) thereafter, he will be available, on a reasonable basis, to
assist the Company and its subsidiaries and affiliates in the prosecution or
defense of any claims, suits, litigation, arbitrations, investigations, or
other proceedings, whether pending or threatened (&#147;Claims&#148;) that may be made or
threatened by or against the Company or any of its subsidiaries or affiliates.
Executive agrees, unless precluded by law, to promptly inform the Company if he
is requested (i)&nbsp;to testify or otherwise become involved in connection with any
Claim against the Company or any subsidiary or affiliate or (ii)&nbsp;to assist or
participate in any investigation (whether governmental or private) of the
Company or any subsidiary or affiliate or any of their actions, whether or not
a lawsuit has been filed against the Company or any of its subsidiaries or


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">affiliates relating thereto. The Company agrees to provide reasonable
compensation, including reasonable attorney&#146;s fees, to Executive for such
assistance provided during such period. Nothing in this Section&nbsp;12 is intended
or shall be construed to prevent Executive from cooperating fully with any
government investigation or review as required by applicable law or regulation.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<B>Return of Materials</B>. Executive shall, at any time upon the request of
the Company, and in any event upon the termination of his employment with the
Company for any reason, immediately return and surrender to the Company all
originals and all copies, regardless of medium, of property belonging to the
Company created or obtained by Executive as a result of or in the course of or
in connection with his employment with the Company regardless of whether such
items constitute proprietary information, provided that Executive shall be
under no obligation to return written materials acquired from third parties
which are generally available to the public. Executive acknowledges that all
such materials are, and will remain, the exclusive property of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<B>Scope of Covenants</B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Executive acknowledges that: (a)&nbsp;as a senior executive of the
Company he has and will have access to confidential information concerning not
only the business segments for which he may have been responsible (an outline
summary of which appears in the Company&#146;s reports on Forms 10-K and 10-Q filed
with the Securities and Exchange Commission) but the entire range of businesses
in which the Company was engaged; (b)&nbsp;that the businesses segments for which he
may have been responsible and the Company&#146;s businesses are conducted
nation-wide; and (c)&nbsp;that the Company&#146;s confidential information, if disclosed
or utilized without its authorization would irreparably harm the Company in:
(i)&nbsp;obtaining renewals of existing customers; (ii)&nbsp;selling new business; (iii)
maintaining and establishing existing and new relationships with employees,
agents, brokers, vendors; and (iv)&nbsp;other ways arising out of the conduct of the
businesses in which the Company is engaged.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;To protect such information and such existing and prospective
relationships, and for other significant business reasons, the Executive agrees
that it is reasonable and necessary that: (a)&nbsp;the scope of this Agreement be
national and international; (b)&nbsp;its breadth include the


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">entire insurance industry; and (c)&nbsp;the duration of the restrictions upon
the Executive be as indicated therein.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Executive acknowledges that the Company&#146;s customer, employee and
business relationships are long-standing, indeed, near permanent and therefore
are of great value to the Company. The Executive agrees that neither any of the
provisions in this Agreement nor the Company&#146;s enforcement of it alters or will
alter his ability to earn a livelihood for himself and his family and further
that both are reasonably necessary to protect the Company&#146;s legitimate business
and property interests and relationships, especially those which he was
responsible for developing or maintaining. The Executive agrees that his actual
or threatened breach of the covenants set forth in Sections&nbsp;7 through 13 above
would cause the Company irreparable harm and that the Company is entitled to an
injunction, in addition to whatever other remedies may be available, to
restrain such actual or threatened breach. The Executive agrees that if bond is
required in order for the Company to obtain such relief, such bond need only be
in a nominal amount and that he shall reimburse the Company for all costs of
any such suit, including the Company&#146;s reasonable attorneys&#146; fees. The
Executive consents to the filing of any such suit against him in the state or
federal courts located in Illinois or any state in which he resides. He further
agrees that in the event of such suit or any other action arising out of or
relating to this Agreement, the parties shall be bound by and the court shall
apply the internal laws of the State of Illinois and irrespective of rules
regarding choice of law or conflicts of laws.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If he has not already done so, Executive agrees to be bound by and to
execute the Company&#146;s Confidentiality, Computer Responsibility and Professional
Certification Agreement, a copy of which is attached hereto and incorporated by
reference herein.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;For purposes of Sections&nbsp;7 through 14 hereof, the &#147;Company&#148; shall
include all subsidiaries and affiliates of the Company and CNAF, as well as the
Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<B>Effect of Covenants</B>. Nothing in Sections&nbsp;7 through 14 shall be
construed to limit or otherwise adversely affect any rights, remedies or
options that the Company would possess in the absence of the provisions of such
Sections.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;<B>Revision</B>. The parties hereto expressly agree that in the event that
any of the provisions, covenants, warranties or agreements in this Agreement
are held to be in any respect


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">an unreasonable restriction upon Executive or are otherwise invalid, for
whatsoever cause, then the court or arbitrator so holding is hereby authorized
to (a)&nbsp;reduce the territory to which said covenant, warranty or agreement
pertains, the period of time in which said covenant, warranty or agreement
operates or the scope of activity to which said covenant, warranty or agreement
pertains or (b)&nbsp;effect any other change to the extent necessary to render any
of the restrictions contained in this Agreement enforceable.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;<B>Severability</B>. Each of the terms and provisions of this Agreement is to
be deemed severable in whole or in part and, if any term or provision of the
application thereof in any circumstances should be invalid, illegal or
unenforceable, the remaining terms and provisions or the application thereof to
circumstances other than those as to which it is held invalid, illegal or
unenforceable, shall not be affected thereby and shall remain in full force and
effect.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;<B>Binding Agreement; Assignment</B>. This Agreement shall be binding upon
the parties hereto and their respective heirs, successors, personal
representatives and assigns. The Company shall have the right to assign this
Agreement to any successor in interest to the business, or any majority part
thereof, of the Company or any joint venture or partnership to which the
Company is a joint venturer or general partner which conducts substantially all
of the Company&#146;s business. Executive shall not assign any of his obligations or
duties hereunder and any such attempted assignment shall be null and void.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;<B>Controlling Law; Jurisdiction</B>. This Agreement shall be governed by,
interpreted and construed according to the laws of the State of Illinois
(without regard to choice of law or conflict of laws principles).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;<B>Entire Agreement</B>. Except as otherwise expressly set forth herein, this
Agreement contains the entire agreement of the parties with regard to the
subject matter hereof, supersedes all prior agreements and understandings,
written or oral, and may only be amended by an agreement in writing signed by
the parties thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.&nbsp;<B>Additional Documents</B>. Each party hereto shall, from time to time, upon
request of the other party, execute any additional documents which shall
reasonably be required to effectuate the purposes hereof.


<P align="center" style="font-size: 10pt">14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22.&nbsp;<B>Incorporation</B>. The introductory recitals hereof are incorporated in
this Agreement and are binding upon the parties hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;23.&nbsp;<B>Failure to Enforce</B>. The failure to enforce any of the provisions of
this Agreement shall not be construed as a waiver of such provisions. Further,
any express waiver by any party with respect to any breach of any provision
hereunder by any other party shall not constitute a waiver of such party&#146;s
right to thereafter fully enforce each and every provision of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;24.&nbsp;<B>Survival</B>. Except as otherwise set forth herein, the obligations
contained in this Agreement shall survive the termination, for any reason
whatsoever, of Executive&#146;s employment with the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;25.&nbsp;<B>Headings</B>. All numbers and headings contained herein are for reference
only and are not intended to qualify, limit or otherwise affect the meaning or
interpretation of any provision contained herein.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;26.&nbsp;<B>Notices</B>. Notices and all other communications provided for in this
Agreement shall be in writing and shall be delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid
(provided that international mail shall be sent via overnight or two-day
delivery), or sent by facsimile or prepaid overnight courier to the parties at
the addresses set forth below (or such other addresses as shall be specified by
the parties by like notice). Such notices, demands, claims and other
communications shall be deemed given:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;in the case of delivery by overnight service with guaranteed next day
delivery, the next day or the day designated for delivery;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;in the case of certified or registered U.S. mail, five days after
deposit in the U.S. mail; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;in the case of facsimile, the date upon which the transmitting party
received confirmation of receipt by facsimile, telephone or otherwise;


<P align="center" style="font-size: 10pt">15
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">provided, however, that in no event shall any such communications be deemed to
be given later than the date they are actually received. Communications that
are to be delivered by the U.S. mail or by overnight service or two-day
delivery service are to be delivered to the addresses set forth below:



<P align="left" style="font-size: 10pt">If to the Company:


<P align="left" style="font-size: 10pt">CONTINENTAL CASUALTY COMPANY<BR>
CNA Plaza<BR>
Chicago, IL 60685<BR>
Attn: Corporate Secretary


<P align="left" style="font-size: 10pt">If to Executive:


<P align="left" style="font-size: 10pt">D. Craig Mense<BR>
CNA Plaza<BR>
Chicago, IL 60685

<P align="left" style="font-size: 10pt">or to such other address as either party shall furnish to the other party in
writing in accordance with the provisions of this Section&nbsp;26.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;27.&nbsp;<B>Gender</B>. The masculine, feminine or neuter pronouns used herein shall
be interpreted without regard to gender, and the use of the singular or plural
shall be deemed to include the other whenever the context so requires.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;28.&nbsp;<B>Arbitration of All Disputes</B>. Any controversy or claim arising out of
or relating to this Agreement (or the breach thereof), except as otherwise
indicated hereinbelow, shall be settled by final, binding and non-appealable
arbitration in Chicago, Illinois by three arbitrators. Except as otherwise
expressly provided in this Section&nbsp;28, the arbitration shall be conducted in
accordance with the rules of the American Arbitration Association (the
&#147;Association&#148;) then in effect. One of the arbitrators shall be appointed by the
Company, one shall be appointed by Executive, and the third shall be appointed
by the first two arbitrators. If the first two arbitrators cannot agree on the
third arbitrator within 30&nbsp;days of the appointment of the second arbitrator,
then the third arbitrator shall be appointed by the Association. This Section
28 shall not be


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">applicable with respect to any subject matter or controversy or relating
to Sections&nbsp;7 through 14 of this Agreement.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the parties hereto have executed this Agreement as of
the Signing Date.

<DIV align="center">
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    <TD width="12%">&nbsp;</TD>
    <TD width="44%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">CONTINENTAL CASUALTY COMPANY</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="3" valign="top" align="left"><HR size="1" noshade>
D. Craig Mense</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>
Date</TD>
</TR>


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</DIV>




<P align="center" style="font-size: 10pt">17
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>c90254exv99w2.htm
<DESCRIPTION>ADDENDUM TO EMPLOYMENT AGREEMENT
<TEXT>
<HTML>
<HEAD>
<TITLE>exv99w2</TITLE>
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="right" style="font-size: 10pt"><B>EXHIBIT 99.2</B>


<P align="center" style="font-size: 10pt"><B>ADDENDUM TO<BR>
EMPLOYMENT AGREEMENT<BR>
GRANT OF OPTION AND RESTRICTED STOCK RIGHTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS ADDENDUM TO EMPLOYMENT AGREEMENT (the &#147;Addendum&#148;) is made as of even
date with the Employment Agreement to which it is attached and into which it is
incorporated (the &#147;Agreement&#148;), by and between Continental Casualty Company, an
Illinois insurance company (the &#147;Company&#148;), and D. Craig Mense (the
&#147;Executive&#148;);


<P align="center" style="font-size: 10pt"><B>WITNESSETH:</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS, </B>the Company and the Executive wish to enter into a written
agreement setting forth the terms and conditions for the granting of certain
option and restricted stock rights as set forth below;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE, </B>in consideration of the foregoing premises and the
promises and covenants in the Agreement and in this Addendum, the parties
hereto agree as follows:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;Option To Purchase Stock. </B>Upon execution of the Agreement and this
Addendum by both parties, the Executive shall be granted an option (the
&#147;Option&#148;). to purchase 25,000 shares (the &#147;Option Stock&#148;) of the common stock
of CNA Financial Corporation (&#147;CNAF&#148;). For all purposes of this Agreement and
Addendum, the Grant Date shall be November&nbsp;29, 2004. The Executive&#146;s right to
purchase the Option Stock pursuant to this provision shall accrue as described
in the vesting period provision set forth at Section&nbsp;3 below (the &#147;Vesting
Period&#148;). The Executive may exercise such Option at any time prior to the tenth
anniversary of the date of the Agreement. The Executive&#146;s exercise
of all Option rights shall be effected in accordance with the terms of the CNA
Financial Corporation 2000 Incentive


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">Compensation Plan (the &#147;Plan&#148;). Executive&#146;s rights with respect to all
shares that are the subject of this provision shall be governed by the terms of
the Plan.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;Restricted Stock. </B>Upon execution of the Agreement and this Addendum
by both parties, Executive shall effective upon the Grant Date be granted
rights as set forth herein to 20,000 shares of common stock of CNAF which shall
bear a restricted transfer legend (the &#147;Restricted Stock&#148;), subject to the
provisions as to the Vesting Period set forth hereinbelow pursuant to the Plan.
Executive shall be entitled to receive any dividends paid with respect to
shares of Restricted Stock that become payable after the Grant Date, payment of
which shall be deferred during the Vesting Period in respect of each such
Restricted Share (as described below); provided, however, that no dividends
shall be payable to or for the benefit of Executive for shares of Restricted
Stock with respect to record dates occurring prior to the Vesting Date if prior
to such Vesting Date Executive has forfeited those shares of Restricted Stock.
All rights of Executive with respect to the Restricted Stock shall be subject
to the terms of the Plan. The grant of Restricted Stock described in this
Section and Executive&#146;s compensation as described in the Agreement shall be
subject to all applicable federal and/or state withholding requirements as
determined by the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;Vesting Period</B>. (a)&nbsp;With respect to all shares of Option Stock and
Restricted Stock which are the subject of the rights and/or Option(s) described
in the provisions set forth above, the Vesting Period shall begin on the Grant
Date. The Vesting Period with respect to each installment shown on the schedule
shall end on the Vesting Date applicable to such installment:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

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    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">INSTALLMENT
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">VESTING DATE APPLICABLE TO INSTALLMENT</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(a) 5,000 shares of Restricted Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;29, 2005</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(b) 6,250 Shares of Option Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>


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</DIV>



<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

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    <TD width="48%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(c) 5,000 shares of Restricted Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;29, 2006</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(d) 6,250 Shares of Option Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(e) 5,000 shares of Restricted Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;29, 2007</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(f) 6,250 Shares of Option Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(g) 5,000 shares of Restricted Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">November&nbsp;29, 2008</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(h) 6,250 Shares of Option Stock</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>


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</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;</B>In the event of a termination of the Executive&#146;s employment by the
Company that: (i)&nbsp;is Without Cause as described in Section&nbsp;6.3 of the
Agreement; or (ii)&nbsp;is a termination by the Executive for Good Reason as defined
in Section&nbsp;6.3(b) of the Agreement; or (iii)&nbsp;occurs because on or before the
Offer Date (as defined in the Agreement) the Company fails to extend or
renegotiate this Agreement with Executive at expiration having a term of no
less than twelve (12)&nbsp;months and on terms no less favorable to the Executive as
those in effect at such expiration under the Agreement (any of the foregoing a
&#147;Triggering Termination&#148;), then, notwithstanding the foregoing provisions of
paragraph 3(a), Executive shall as of the termination of Executive&#146;s employment
become vested in the shares of Restricted Stock and in his Option rights to all
of the Option Stock, and become owner of the Restricted Shares and (subject to
the conditions described below) such Option rights free of all restrictions
otherwise imposed by this Agreement (other than transfer or other restrictions
imposed by the Plan, the Securities Act of 1933 or the Securities Exchange Act
of 1934, as amended or the rules thereto), prior to the date the Restricted
Stock and such Option rights would otherwise become vested; provided, however,
that any exercise of Option rights pursuant to such a Triggering Termination
must be performed by the Executive within ninety (90)&nbsp;calendar days after the
date of such Triggering Termination or will be forfeited by the Executive. If a
Triggering Termination occurs because the Company declines to extend


<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">or renegotiate this Agreement with Executive at the end of its term, then the
effective date of such Triggering Termination shall be the date on which the
term of the Agreement expires or Executive&#146;s termination of employment if
later. In the event of any termination or expiration of Executive&#146;s employment
with the Company other than pursuant to a Triggering Termination, any Option
Stock or Restricted Stock that has not vested on the date such termination or
expiration occurs shall be forfeited by the Executive. All Option Stock and
Restricted Stock shall be subject to any restrictions imposed by the Securities
Act of 1933 or the Securities Exchange Act of 1934, as amended or the rules
thereto.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<B>Additional Options to Purchase Stock. </B>Beginning on a date in 2005
to be determined by the Company and CNAF and subject to vesting requirements to
be determined by the Company for its senior executives and the approval of said
Incentive Compensation Committee of the Board of Directors of CNAF, Executive
shall, for so long as he is employed pursuant to the Agreement, be awarded an
annual stock option grant (the &#147;Annual Grant&#148;) of a minimum of 25,000 shares of
the CNAF&#146;s common stock. Subject to share availability and the approval of said
Incentive Compensation Committee, the Annual Grant may be increased at the
discretion of the Company&#146;s Chairman. If any Annual Grant or portion of Annual
Grant is scheduled to vest within ninety (90)&nbsp;calendar days after a Triggering
Termination (as that term is defined in Paragraph&nbsp;3 of this Addendum), such
Annual Grant or portion of Annual Grant shall vest as scheduled notwithstanding
such Triggering Termination, provided, however, that any exercise of option
rights obtained pursuant to such a vesting must be performed by the Executive
within ninety (90)&nbsp;calendar days after such Triggering Termination. Except as
provided in the immediately foregoing sentence, any Annual Grant or portion of
Annual Grant that has not vested on the effective date of any termination or
expiration of Executive&#146;s employment with the Company shall be forfeited by the
Executive. All rights of Executive with respect to the Annual Grant shall be
subject to the terms of the Plan.


<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<B>Effective Date. </B>Any term or provision contained in this Addendum to
the contrary herein notwithstanding, the terms and provisions of this Addendum
and all rights and/or options granted herein shall be subject to the provisions
of the Plan and to the prior review and approval of the Incentive Compensation
Committee of CNAF&#146;s Board of Directors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<B>Application of IRC Section&nbsp;</B><B>162(m)</B><B>. </B>In the event the Executive is or
becomes a proxy-named executive or the Company or CNAF in relation to the
Executive is otherwise subject to the provisions of Section 162(m) of the
Internal Revenue Code, the Company may defer the payment of all compensation to
which Executive is entitled pursuant to this Addendum or the Agreement or
otherwise take all measures, the Company and CNAF reasonably deem necessary or
advisable to comply with said Section 162(m) of the Internal Revenue Code or
any successor provision with respect to deductibility of executive
compensation. To the extent allowable by applicable law or regulation, all
deferred compensation will be credited to the Executive&#146;s SES-CAP account and
shall be subject to the terms thereof. Any term or provision herein to the
contrary notwithstanding, the timing and other conditions of any grants,
options or payments to be made under this Addendum shall be subject to the
requirements of all applicable laws and regulations, whether or not they are in
existence or in effect when this Addendum is executed by the parties hereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<B>Entire Agreement. </B>Subject to the Employment Agreement to which this
Addendum is attached as an addendum thereunder, this Addendum, in conjunction
with the Agreement in its entirety, contains the entire agreement of the
parties with regard to the subject matter hereof, supersedes all prior
agreements and understandings, regarding such subject matter, whether written
or oral, and may only be amended by an agreement in writing signed by the
parties thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<B>No Effect on Agreement. </B>Except as otherwise specifically set forth
in this Addendum, all terms and conditions contained in the Agreement of which
this Addendum is made part are and shall remain unmodified hereby.


<P align="center" style="font-size: 10pt">5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF, </B>the parties hereto have executed this Addendum as of
the date set forth hereinabove.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">

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    <TD width="4%">&nbsp;</TD>
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    <TD width="40%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD colspan="3" valign="top" align="left">CONTINENTAL CASUALTY COMPANY</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">D. CRAIG MENSE</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
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</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
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</TR>

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    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
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</DIV></TD>
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</TD>
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</TR>


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