Periods ended June 30

Exhibit 10.1

Form of

Long-Term Incentive Award Terms for Grant Under the

     On                                                              ,                                           (the “Grant Date”), the Compensation Committee of the Board of Directors of CNA Financial Corporation (the “Company”) established adjusted book value goals for a long-term incentive award to the Participant for the [three-year performance] performance period (the “LTI Award”). The LTI Award is subject to the following LTI Award terms (the “Award Terms”):

     1. LTI Award. For purposes of these Award Terms, the “Participant” shall be the eligible person identified in the award letter included with these Award Terms (the “Award Letter”). For purposes of these Award Terms, the amounts of the target LTI Award and the maximum LTI Award are, respectively, the amounts specified in the Award Letter. The LTI Award has been granted under the CNA Financial Corporation Incentive Compensation Plan, as amended from time to time (the “Plan”), which is incorporated into and forms a part of these Award Terms. Certain words, terms and phrases used in these Award Terms are defined in the Plan (rather than in these Award Terms or the Award Letter), and, except where the context clearly implies or indicates the contrary and except as otherwise provided in these Award Terms, a word, term, or phrase used or defined in the Plan is used or defined identically in these Award Terms. Other words, terms or phrases used in these Award Terms are defined in Paragraph 10 or elsewhere in these Award Terms or the Award Letter.

     2. Performance Period. The “Performance Period” shall have the meaning set forth in the Award Letter.

     3. Expiration. If the Participant’s Date of Termination of Affiliation occurs, prior to payment for the Performance Period, then the following shall apply:

(a)

Retirement. If the Participant’s Date of Termination of Affiliation occurs before the last day of the Performance Period by reason of the Participant’s Retirement, the Participant shall be eligible for a payment with respect to the LTI Award in accordance with the terms of these Award Terms based on the Company’s actual performance for the period, but subject to a proration based on the number of months of participation for the portion of the Performance Period prior to the Participant’s Date of Termination of Affiliation. Distribution under this paragraph (a) for the Performance Period shall be made at the normally scheduled time for such distribution (determined without regard to the occurrence of the Participant’s Date of Termination of Affiliation).

(b)

Death or Disability. If the Participant’s Date of Termination of Affiliation occurs before the last day of the Performance Period by reason of the Participant’s death or Permanent Disability, the Participant (or the Participant’s estate) shall be eligible for a payment with respect to the LTI Award in accordance with the terms of these Award Terms based on the Company’s actual performance for the period, but subject to proration based on the number of months of participation for the portion of the Performance Period prior to the Participant’s Date of Termination of Affiliation. Distribution under this paragraph (b) for the Performance Period shall be made at the normally scheduled time for such distribution (determined without regard to the occurrence of the Participant’s Date of Termination of Affiliation).

(c)

Voluntary, Involuntary Termination and Termination for Cause. Except as provided

above in this Paragraph 3, if the Participant’s Date of Termination of Affiliation occurs at any time prior to the distribution of the LTI Award (as provided for in Paragraph 6 below) by reason of termination of employment by the Participant’s employer for Cause, or by reason of the Participant’s voluntary or involuntary termination, the Participant’s LTI Award shall be entirely forfeited.

Notwithstanding the foregoing provisions of this Paragraph 3, if a Participant has engaged in any conduct which constitutes Cause prior to the distribution of the LTI Award, the LTI Award shall be entirely forfeited.

     4. New Hires, Promotions and Demotions. Except as otherwise provided below, the Participant’s LTI Award will be based on the target percentage set forth in the Award Letter, as well as the Participant’s base salary at the commencement of the Performance Period, and shall not be affected by changes in base salary or status occurring during the Performance Period.

(a)

New Hires. If the Participant was hired on or prior to July 1 of the third year of the Performance Period, the Participant’s LTI Award will be prorated based on the appropriate number of complete months of participation. Any employee hired after July 1 of the third year of the Performance Period will not be eligible to participate until the following performance period. Nothing contained herein shall be construed to imply that any employee hired after the beginning of the Performance Period is entitled to any LTI Award unless such employee has received an Award Letter.

(b)

Promotions and Demotions. If the Participant is either promoted or demoted to a new position during the Performance Period, the LTI Award will be prorated between the amount that would have been paid based on his or her original position, and the amount that is based on his or her new base salary and the target percentage applicable to his or her new position. For purposes of such proration, if the Participant is promoted as part of the Company’s annual salary review process, the new position and base salary will be treated as in effect as of the first day of the year in which it occurs. In the case of promotions that occur outside of the annual salary review process, and all demotions, the proration will be based on the actual date of the change in status.

(c)

Limits on Adjustments for Restricted Executives. If following a promotion the Participant becomes a Restricted Executive (as defined in the Plan) in the year in which the LTI Award is paid, then the amount of the LTI Award determined under Section 4(b) shall not exceed the lesser of (i) the amount the Participant would have received based on the Participant’s target percentage prior to such promotion, but calculated as if the Participant’s new base salary had been in effect from the beginning of the Performance Period or (ii) $9,000,000.

     5. Award Amount. The amount to be distributed with respect to the LTI Award shall be determined according to the schedule in the Award Letter, subject to review and approval of the Compensation Committee of the Company’s Board of Directors (the “Committee”). If the Adjusted Book Value at the end of the Performance Period is at least the minimum level, but less than the target level, the amount distributable with respect to the LTI Award shall be interpolated between the minimum threshold amount and the target amount. If the Adjusted

Book Value at the end of the Performance Period is greater than the target level, but less than the maximum level, the amount distributable with respect to the LTI Award shall be interpolated between the target amount and the maximum amount. As soon as practicable after the necessary financial data for the Performance Period is available to the Committee, the Committee shall make a determination of the extent of the achievement of the performance goals for that Performance Period, and shall make a determination of the amount, if any, of the distribution to be made for the LTI Award to the Participant for the Performance Period. Payment of the LTI Award shall be subject to the requirements of Paragraph 7 and, in addition, the Committee may, in its discretion, reduce the amount of the LTI Award or cancel the LTI Award entirely, whether or not the requirements of Paragraph 7 are met.

     6. Settlement of Award. The amount that is distributable for the LTI Award shall be settled as soon as practicable as determined by the Company after the Committee makes the determination described in Paragraph 5. An amount equal to [___]% of the LTI Award shall be settled by the transfer to the Participant of a number of shares of common stock of the Company determined by dividing such percentage by the fair market value of a share of stock on the Grant Date, rounded to the next lower whole number, and the balance of the LTI Award (calculated without regard to any change in the fair market value of the stock between the Grant Date and settlement date) shall be settled by a cash payment. Unless otherwise determined by the Committee, tax withholding applicable to the stock portion of the payment shall be satisfied by reducing the number of shares delivered. If the Participant is promoted during the Performance Period, the portion of the Participant’s LTI Award that is payable in common stock shall be based upon the number of shares that would have been paid had the promotion not occurred, and any adjustment shall be made to the cash portion of the LTI Award, except as the Committee may otherwise determine. If the Participant is demoted during the Performance Period, the portion of the Participant’s LTI Award that is payable in common stock shall also be recalculated in accordance with Paragraph 4(b), and the number of shares of common stock shall be reduced to the number of whole shares determined by dividing such recalculated portion by the fair market value of a share of common stock on the Grant Date, as described above. The shares of stock transferred to the Participant shall be subject to such restrictions on transfer or other conditions as the Committee shall determine.

     7. Minimum Performance Rating. Notwithstanding the foregoing, the LTI Award shall not be paid, and shall be forfeited, if at the time the LTI Award would otherwise be payable the Participant is not rated at least “Partially Meets” (or the equivalent) under the Company’s performance evaluation rating system. The Committee may provide for the payment of all or a portion of the LTI Award to a Participant who does not satisfy the minimum rating requirement if the Committee determines in its discretion that circumstances nonetheless warrant such a payment.

     8. Administration. The authority to manage and to control the operation and administration of these Award Terms shall be vested in the Committee and the Committee shall have all powers with respect to these Award Terms as it has with respect to the Plan. Any interpretations of these Award Terms by the Committee and any decisions made by it with respect to these Award Terms are final and binding on all persons.

     9. Governing Documents. The Award Letter shall be subject to these Award Terms, and these Award Terms shall be subject to the provisions of the Plan. A copy of the Plan is included

in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on April 2, 2010, available at either www.sec.gov or www.cna.com, or is available from the Corporate Secretary of the Company. If discrepancies arise between the Award Letter and these Award Terms, these Award Terms will govern and if discrepancies arise between these Award Terms and the Plan, the terms of the Plan will govern; provided that if the discrepancy relates to the treatment of the LTI Award upon a Termination of Affiliation, or to any other provision of the Plan that, under the terms of the Plan, may be altered by the terms of an Award Agreement, these Award Terms shall govern. These Award Terms are subject to all interpretations, amendments, rules, and regulations promulgated by the Committee from time to time pursuant to the Plan.

     10. Definitions. For purposes of these Award Terms, the following definitions shall apply:

	(a)		Adjusted Book Value. The “Adjusted Book Value” of the Company means the total shareholders’ equity of the Company on the last day of the Performance Period, reduced by equity attributable to preferred stock and accumulated other comprehensive income, as determined under generally accepted accounting principles consistently applied. “Adjusted Book Value” shall be determined without regard to items related to changes in accounting principles, tax and/or regulatory changes, and without regard to capital contributions and distributions to shareholders during the Performance Period. Certain adjustments to the Net Income reported to the shareholders in the Annual Reports [in the three-year performance period] shall be made consistent with the determination of Net Income for purposes of the Company’s Annual Incentive Bonus Plan, provided that if such adjustments require the exercise of any discretion by the Company after the first 90 days of the Performance Period, such adjustments shall only be made if they would reduce the LTI Award that would otherwise be payable.
	(b)		Affiliate. The term “Affiliate” means any business or entity in which at any relevant time the Company directly or indirectly holds greater than a 10% equity (voting or non-voting) interest.
	(c)		Cause. The term “Cause” as to a Participant means (i) a Participant’s engaging in any act or omission involving theft, malfeasance, gross negligence, fraud, dishonesty, moral turpitude, unlawful conduct, unethical conduct or breach of fiduciary duty; (ii) a Participant’s willful or reckless material misconduct in the performance of the Participant’s duties, engaging in any act that violates, in any material respect, any written policy or procedure of the Company or any Affiliate or engaging in any conduct that results in adverse publicity or harm to the business or reputation of the Company or any Affiliate; or (iii) a Participant’s habitual neglect of duties; provided, however, that for purposes of clauses (ii) and (iii), “Cause” shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Participant in good faith to have been in, or not opposed to, the best interests of the Company (without intent of the Participant to gain, directly or indirectly, a profit to which the Participant was not legally entitled). A Participant who agrees to resign from his or her affiliation with the Company or an Affiliate in lieu of being terminated for Cause may be

		deemed to have been terminated for Cause for purposes of these Award Terms.
(d)		Date of Termination of Affiliation. The Participant’s “Date of Termination of Affiliation” shall be the first day occurring on or after the Grant Date on which the Participant is not employed by the Company or any Affiliate, as determined by the Company, 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 between the 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 the 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 separate from the Company), the occurrence of such transaction shall be treated as the Participant’s Date of Termination of Affiliation, caused by the Participant being discharged by the employer.

(e)

Permanent Disability. The term “Permanent Disability” means a physical or mental condition of the Participant which, as determined by the Committee in its sole discretion based on all available medical information, would qualify the Participant for benefits under the Company’s long-term disability plan as in effect when the determination is made (ignoring the requirements of any waiting period) if the Participant were a participant in such plan (whether or not the Participant actually participates therein). Notwithstanding the foregoing, if the Company has no long-term disability plan, “Permanent Disability” means a physical or mental condition of the Participant which, as determined by the Committee in its sole discretion based on all available medical information, is expected to continue indefinitely and which renders the Participant incapable of performing any substantial portion of the service required by his or her employer.

(f)

Retirement. Termination because of “Retirement” shall mean the Participant’s Date of Termination of Affiliation after ceasing to provide services to the Company or any Affiliate for any reason other than death, Permanent Disability or Cause, at or after the Participant’s attainment of age 62 or, if earlier, the Participant’s Date of Termination of Affiliation which is designated by the Committee as a “Retirement” for purposes of these Award Terms.