EXHIBIT 99.4
CNA PLAZA CHICAGO IL 60685 LORI S. KOMSTADIUS
Executive Vice President
Human Resources
Phone: (312) 822-1229
Facsimile (312) 755-8989
Internet: lori.komstadius@cna.com
May 16, 2005
Private and Confidential
James Lewis
[ADDRESS]
Re: Grant of 2005-2007 Cash Long-Term Incentive Award
CNA Financial Corporation (the "Company") has granted you a long-term incentive
cash award (the "Long-Term Incentive Award") under the CNA Financial Corporation
2000 Incentive Compensation Plan (the "Plan") for the performance period
beginning January 1, 2005 and ending December 31, 2007 (the "Performance
Period"). The Long-Term Incentive Award generally provides that you will be
eligible for an award based on the achievement of the predetermined levels of
the Company's net operating income ("NOI"). The NOI target goal and a range for
minimum and maximum performance levels will be set annually for each year within
the relevant performance cycles. At the end of each year NOI results will be
determined and Long-Term Incentive Award payouts (if any) will be accrued. No
interest will be applied to the accruals.
For each year within the performance cycle 1/3 of the target award percentage
will be applied to your year-end base salary. Your target award for 2005-2007
Performance Period is 20%. ("target bonus").
For the calendar year 2005, NOI goals and Long-Term Incentive Award attainment
will be determined according to the following schedule.
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PERCENT OF LONG-TERM
2005 NET OPERATING INCOME GOAL INCENTIVE AWARD TARGET ATTAINMENT
- --------------------------------------------------------------------------------
[goal amount] 0%
- --------------------------------------------------------------------------------
[goal amount] 50%
- --------------------------------------------------------------------------------
[goal amount] 100%
- --------------------------------------------------------------------------------
[goal amount] 150%
- --------------------------------------------------------------------------------
[goal amount] 200%
- --------------------------------------------------------------------------------
Awards will be determined by interpolating between minimum and maximum target
attainment schedule.
At the end of the Performance Period, the Incentive Compensation Committee of
the Company's Board of Directors ("Committee") that administers the Plan will
determine the performance level
achieved for the period, and the amount distributable to you for your award
under the terms of the Plan.
This letter provides a summary of your Long-Term Incentive Award. This Long-Term
Incentive Award is subject to the Long-Term Incentive Award terms (the "Award
Terms") enclosed with this letter. (In the attached Award Terms, you are
referred to as the "Participant.") This Award Letter shall be subject to the
Award Terms, and the Award Terms shall be subject to the provisions of the Plan.
If discrepancies arise between this Award Letter and the Award Terms, the Award
Terms will govern, and if discrepancies arise between the Award Terms and the
Plan, the terms of the Plan will govern. Note that the Award Terms impose
certain restrictions on your Long-Term Incentive Award, and provide that the
Committee has the authority to reduce the amount of the Long-Term Incentive
Award or cancel the Long-Term Incentive Award entirely, all in its discretion as
it determines necessary or appropriate.
Sincerely,
/s/ LORI S. KOMSTADIUS