EXHIBIT 99.2



Stock Appreciation Rights Paid in Company Common Stock Terms for Grant Under the
           CNA Financial Corporation 2000 Incentive Compensation Plan
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     On February 8, 2006 (the "Grant Date"), CNA Financial Corporation (the
"Company") granted to the Participant Stock Appreciation Rights (the "Stock
SARs") paid in Company common stock. Each Stock SAR entitles the eligible person
to receive, at the time of exercise, an amount equal to the difference between
the fair market value of a single share of the Company's common stock on the
date of exercise and the Exercise Price, which may not be less than the fair
market value of a single share of the Company's common stock on the date the
right was granted, paid in shares of CNA Financial Corporation common stock. All
Stock SAR grants shall be subject to the following Terms (sometimes referred to
as the "Award Terms"):

     1. Stock SARs Award. For purposes of the Award Terms, the "Participant"
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shall be the eligible person identified in the award letter included with these
Award Terms (the "Award Letter") and reflecting the date of grant of the Stock
SARs that is the same as the Grant Date specified in these Award Terms. For
purposes of the Award Terms, the "Exercise Price" is the price per share for
such Stock SARs as specified in the Award Letter. The Stock SARs have been
granted under the CNA Financial Corporation 2000 Incentive Compensation Plan
(the "Plan"), which is incorporated into and forms a part of the Award Terms.
Certain words, terms and phrases used in the Award Terms are defined in the Plan
(rather than in the Award Terms or Award Letter), and except where the context
clearly implies or indicates the contrary, and except as otherwise provided in
the Award Terms, a word, term, or phrase used or defined in the Plan is
similarly used or defined in the Award Terms and the Award Letter. Other words,
terms or phrases used in the Award Terms or Award Letter are defined in
paragraph 11 of these Award Terms or elsewhere in these Award Terms or Award
Letter.

     2. Date of Exercise. Subject to the limitations of the Plan and these Award
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Terms, each Stock SARs installment shall be exercisable on and after the Date of
Exercisability for such Installment as described in the following schedule (but
only if the Date of Termination has not occurred before the Date of
Exercisability):

- -----------------------------------    -----------------------------------------
        INSTALLMENT                      DATE OF EXERCISABILITY APPLICABLE TO
                                                        INSTALLMENT
- -----------------------------------    -----------------------------------------
  First 1/4 of Stock SARs                First anniversary of February 8, 2006
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  Second 1/4 of Stock SARs              Second anniversary of February 8, 2006
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  Third 1/4 of Stock SARs                Third anniversary of February 8, 2006
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  Fourth 1/4 of Stock SARs              Fourth anniversary of February 8, 2006
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The Stock SARs may be exercised as provided for herein only as to that portion
of the Stock SARs that were exercisable (or became exercisable) immediately
prior to the Date of Termination, if any.

     4. Expiration. The Stock SARs shall not be exercisable after the
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Company's close of business on the last business day that occurs prior to the
Expiration Date. The "Expiration Date" shall be earliest to occur of:

(a)  Ten Years. The ten-year anniversary of the Grant Date.
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(b)  Death or Disability. The one-year anniversary of such Date of Termination,
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     if the Participant's termination of employment by Continental Casualty
     Company or an Affiliate occurs by reason of the Participant's death or the
     Participant's Permanent Disability.

(c)  Retirement. The three-year anniversary of such Date of Termination, if the
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     Participant's termination of employment by Continental Casualty Company or
     an Affiliate occurs by reason of the Participant's Retirement (and not by
     reason of death, Permanent Disability, or for Cause).

(d)  Cause. The Date of Termination, if the Participant's termination occurs
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     by reason of Cause.

(e)  Voluntary Resignation. The Date of Termination, if the Participant's
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    termination of employment by Continental Casualty Company or an Affiliate
    occurs by reason of the Participant's voluntary resignation (and the
    termination is for reasons other than as described in paragraphs (b), (c),
    or (d) next above, or paragraph (f) next below); provided, however, that
    the Incentive Compensation Committee of the Company's Board of Directors
    (the "Committee'), in its sole discretion, may provide for extension of the
    date specified in this paragraph (e), except that such extended date may
    not be later than the earlier of the 90 day anniversary of the Date of
    Termination or the date specified in paragraph (a) next above.

(f) Termination without Cause. The Date of Termination, if the Participant's
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    termination of employment by Continental Casualty Company or an Affiliate
    occurs by reason of termination of employment by the Participant's employer
    for reasons other than Cause (and the termination is for reasons other than
    as described in paragraphs (b), (c), or (d), next above); provided,
    however, that the Committee, in its sole discretion, may provide for
    extension of the date specified in this paragraph (f), except that such
    extended date may not be later than the earlier of the one-year anniversary
    of the Date of Termination or the date specified in paragraph (a) next
    above; and further provided that, notwithstanding the provisions of
    paragraph 3, the Committee may, in its sole discretion, permit additional
    exercisability of the Stock SARs to be earned during such extension period.

    5. Method of Exercise. The Stock SARs may be exercised in whole or in part
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by filing a written notice with the Secretary of the Company at its cor porate
headquarters before the Company's close of business on the last business day
that occurs prior to the Expiration Date, or, if offered by the Company at the
Company's discretion, by electing to exercise the Stock SARs through a
Company-arranged broker-dealer. Each exercise of the Stock SARs shall be subject
to the Award Letter, the Award Terms and the Plan, and also to the following
provisions:

(a) Any notice of exercise shall specify the number of Stock SARs which the
    Participant elects to exercise.

(b) Any gains realized upon exercise of Stock SARs will be paid in shares of
    CNA Financial Corporation common stock. Except as otherwise provided by the
    Committee, before the Stock SARs are exercised, the Participant will be
    required to remit to the Company a sufficient portion of the sale proceeds
    to pay in either cash or shares acquired through the exercise any tax
    withholding requirements resulting from such exercise.

(c) No Stock SARs Rights shall be exercisable if and to the extent the Company
    determines in its sole discretion that such exercise would be in violation
    of applicable state or federal securities laws or the rules and regulations
    of any securities exchange on which the shares of stock are traded. If the
    Company makes such a determination, it shall use reasonable efforts to
    obtain compliance with such laws, rules or regulations. In making any
    determination hereunder, the Company may rely on the opinion of counsel for
    the Company.

    6. Administration. The authority to manage and control the operation
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and administration of the Award Terms shall be vested in the Committee, and the
Committee shall have all powers with respect to the Award Terms as it has with
respect to the Plan. Any interpretation of the Award Terms by the Committee and
any decision made by it with respect to the Award Terms is final and binding on
the Company and the Participant. These Terms may be subsequently modified at the
                                 -----------------------------------------------
discretion of the Company based on subsequent regulatory, tax, or legal
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developments, as interpreted by the Company.
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    7. Fractional Shares. Any gains realized upon exercise of Stock SARs will
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be paid in shares of CNA Financial common stock, in whole or fractional shares,
as appropriate.

    8. No Rights As Shareholder. The Participant shall not have any rights of a
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shareholder with respect to the Stock SARs issued ,unless and until a stock
certificate for such shares has been duly issued following exercise of the Stock
SARs as provided herein.

    9. Governing Documents. The Award Letter shall be subject to the Award
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Terms, and the Award Terms shall be subject to the provisions of the Plan, a
copy of which may be obtained by the Participant from the office of the
Secretary of the Company. If discrepancies arise between these Award Terms and
the Plan document, the terms of the Plan document will govern. The Award Terms
are subject to all interpretations, amendments, rules, and regulations
promulgated by the Committee from time to time pursuant to the Plan.

    10. Amendment. The Award Terms may be amended by written agreement of the
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Participant and the Company, without the consent of any other person except that
any such amendment shall be subject to the approval of the Committee.

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

(a)  Affiliate. The term "Affiliate" means any business or entity in which at
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     any relevant time the Company holds directly or indirectly a greater than a
     10% equity (voting or non-voting) interest.

(b)  Cause. The Participant will have engaged in conduct that constitutes
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     "Cause" if the Participant i) engages in any conduct which the Chief
     Executive Officer of the Company's insurance subsidiaries reasonably
     determines to be fraudulent, constitute willful malfeasance or gross
     negligence, or be inconsistent with the dignity and character of an
     executive of the Company or ii) violates in a material manner the then
     current rules of professional conduct or human resource policies of the
     Company. If the Participant has entered into an employment contract with
     the Company or any Subsidiary and "Cause" is defined in such contract,
     then "Cause" for purposes of these Award Terms shall be as defined in such
     contract in lieu of the definition in the immediately prior sentence.

(c)  Date of Exercisability. The Participant's "Date of Exercisability" is the
     ----------------------
     date on which the specified amount of Stock SARs are first able to be
     exercised as provided for in paragraph 3 of these Award Terms.

(d)  Date of Termination. The Participant's "Date of Termination" shall be the
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     first day occurring on or after the Date of Grant on which the Participant
     is not employed by Continental Casualty Company or an Affiliate, 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's employment between Continental Casualty
     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 Continental Casualty 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
     not an Affiliate), the occurrence of such transaction shall be treated as
     the Participant's Date of Termination caused by the Participant being
     discharged by the employer.

(e)  Permanent Disability. The term "Permanent Disability" means a physical or
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     mental condition of Participant which, as determined by the Company, in its
     sole discretion based on all available medical information, is expected to
     continue indefinitely and which renders Participant incapable of
     substantially performing of the services required of him by his employer.

(f)  Retirement. Termination because of "Retirement" shall mean the
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     Participant's Date of Termination after attainment of age 62 or, if
     earlier, the Participant's Date of Termination which is designated by the
     Committee as a "Retirement" for purposes of the Award Terms.