THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 26 th day of October, 2005 (the
“Signing Date”), by and between CNA Financial Corporation, a Delaware corporation (the “Company”), and
Stephen W. Lilienthal (“Executive”);
W I T N E S S E T H :
WHEREAS , the Company wishes to continue to employ Executive as Chief Executive Officer of the
Company and as Chairman and Chief Executive Officer of the wholly-owned insurance subsidiaries of the
Company (“CNA Insurance Companies”) (collectively, the Company and the CNA Insurance Companies are
referred to as the “CNA Companies”); and Executive wishes to accept and agree to continue such employment
under the terms and conditions set forth hereinbelow.
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 January 1, 2006 (“Effective Date”) and ending on
December 31, 2008, or such earlier date as of which Executive’s employment may be terminated in accordance
with Section 6 hereof (said period the “Term”). The covenants set forth in Sections 7, 8, 9, 10, 11, 12, 13, 14
through 16 shall survive the Term of this Agreement.
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 Company as may be
determined by the Board of Directors of the Company (“Board”), and shall continue as a member of the Board.
As Chief Executive Officer of the Company, Executive shall have responsibility for the day to day operations of
the CNA Insurance Companies and for development and implemen