THIS EMPLOYMENT AGREEMENT (the “ Agreement ”) is made as of the 25th day of July, 2002 (the “ Signing Date ”), by
and between CNA Financial Corporation, a Delaware corporation (the “ Company ”), and Stephen W. Lilienthal (“ Executive ”);
WHEREAS, the Executive currently serves as the President and Chief Executive Officer, Property and Casualty Operations
and a member of the Board of Directors of the Company, pursuant to an employment agreement dated as of July 23, 2001 (“ Prior
Employment Agreement ”);
WHEREAS , the Company wishes to employ Executive as Chief Executive Officer of the Company and as Chairman and
Chief Executive Officer of the CNA Insurance Companies (collectively, the Company and the CNA Insurance Companies are
referred to as the “ CNA Companies ”); and
WHEREAS, the Company and the Executive wish to terminate the Prior Employment Agreement and to enter into a new
written agreement setting forth the terms of their future employment relationship as set forth below.
NOW, THEREFORE, in consideration of the foregoing premises and the promises and covenants herein, the parties hereto
agree as follows:
1. Employment Term . The Company and Executive agree that the Company shall employ Executive to perform the duties
of Chief Executive Officer of the Company and as Chairman and Chief Executive Officer of the CNA Insurance Companies for
the period commencing on August 26, 2002 (“ Effective Date ”) and ending on December 31, 2005, or such earlier date as of
which Executive’s employment is terminated in accordance with Section 6 hereof. The covenants set forth in Sections 7, 8, 9, 10,
11, 12, 13, 14 through 16 shall survive the term of Executive’s employment.
2. Duties of Executive .
(a) Executive shall serve as the Chief Executive Officer of the Company and as the Chairman and Chief Executive Officer of
the CNA Insurance Companies and such other subsidiaries of the Com