Termination Agreement – CNA Financial Corp.

Peter W. Wilson

Dear Pete:

Except as expressly set forth in this letter agreement, you and Continental
Casualty Company (“CNA”) hereby agree to terminate your employment agreement ,
dated August 24, 2006, as amended September 19, 2008 and March 11, 2010
(“Agreement”), when its term expires on December 31, 2011. Capitalized terms
used herein and not otherwise defined are as defined in the Agreement.

Under this new arrangement, effective January 1, 2012, your employment
relationship with CNA will be “at will” and your compensation structure would be
the same or substantially similar to that currently in effect under the
Agreement. You would, of course, be eligible to participate in any changes CNA
makes in its senior executive compensation programs.

In furtherance of a mutually beneficial transition, CNA would waive your
obligation to comply with the non-competition covenant in Section 9 of the
Agreement such that it would automatically expire on January 1, 2012. In
addition, CNA would consent to shortening the survival periods by twelve (12)
months for all the remaining covenants specified survival periods (except for
the claims assistance covenant in Section 12, which would survive in accordance
with its original terms). As a result, the non-solicitation covenant in Section
10 and the non-interference covenant in Section 11 would expire twelve (12)
months following the date of your actual termination. Covenants with indefinite
survival periods (i.e., the confidentiality covenant under Section 7 and the
return of materials covenant in Section 13), however, would continue to remain
in effect in accordance with their original terms.

As further consideration, CNA would extend certain of its obligations under
Section 6.5. Specifically, if your employment is terminated at any time between
January 1, 2012 and December 31, 2014 by CNA Without Cause or by you for Good
Reason (as each term is defined in the Agreement) (“Involuntary Termination”),
CNA would remit severance in an amount equal to the sum of one year of your
annual base salary in effect on the date of your Involuntary Termination, plus
your then current annual target bonus, and will provide for you to continue to
participate, at active employee rates, in such health benefit plans in which you
are enrolled, up to a maximum of 12 months, with said period of participation to
run concurrently with any period of COBRA coverage (“Severance”); provided,
however, that, if an Involuntary Termination occurs after January 1, 2015, your
eligibility for severance pay, if any, would be governed solely by the terms of
the CNA Severance Pay Plan then in effect and you would no longer be entitled to
Severance.

For purposes of clarification, you acknowledge and agree that any provisions
under the Agreement involving Section 409A of the Internal Revenue Code shall
remain in effect, to the extent applicable, and the release described in Section
6.6 of the Agreement continues to remain a condition precedent to CNA’s
obligation to remit any payments or other benefits pursuant to Section 6 of the
Agreement, with the dates described in Section 6.6 triggered based on the date
of your actual termination of employment.

Given that CNA is making an offer to continue your employment beyond December
31, 2011 under a compensation structure substantially similar to that provided
for in the Agreement, it does not believe that Section 6.5 of the Agreement is
triggered or that your employment should be treated as having been terminated in
accordance with Section 6.5 of the Agreement. By signing this letter below, you,
on your own behalf and on behalf of your heirs, representatives, successors and
assigns, unconditionally agree that, in exchange for the consideration described
above, the provision of this offer of continued employment satisfies the
obligations of CNA under Section 6.5 of the Agreement.

Sincerely,

/s/ Thomas Pontarelli

Thomas Pontarelli

Accepted and agreed effective as of the date first above written:

/s/ Peter W. Wilson

Peter W. Wilson