Annual Report for CNA Financial Corporation

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

(Exact name of registrant as specified in its charter)

(312) 822-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S–K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10–K or any amendment to this Form 10–K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

As of March 14, 2003, 223,608,868 shares of common stock were outstanding. The aggregate market value of the common stock of CNA Financial Corporation held by non–affiliates of the registrant as of June 28, 2002 was approximately $592 million based on the closing price of $26.50 per share of the common stock on the New York Stock Exchange on June 28, 2002.

Portions of the CNA Financial Corporation Proxy Statement prepared for the 2003 annual meeting of shareholders, pursuant to Regulation 14A, are incorporated by reference into Part III of this Report.

CNA Financial Corporation (CNAF) was incorporated in 1967 and is an insurance holding company whose primary subsidiaries consist of property and casualty and life and group insurance companies. Collectively, CNAF and its subsidiaries are referred to as CNA or the Company. CNA’s property and casualty insurance operations are conducted by Continental Casualty Company (CCC), incorporated in 1897, and its affiliates, and The Continental Insurance Company (CIC), organized in 1853, and its affiliates. Life and group insurance operations are conducted by Continental Assurance Company (CAC), incorporated in 1911, and its affiliates, Valley Forge Life Insurance Company (VFL), incorporated in 1956, and CNA Group Life Assurance Company (CNAGLA), incorporated in 2000. CIC became an affiliate of the Company in 1995 as a result of the acquisition of The Continental Corporation (Continental). The principal business of Continental is the ownership of a group of property and casualty insurance companies, mainly CIC and its affiliates.

CNA serves a wide variety of customers, including small, medium and large businesses; insurance companies; associations; professionals; and groups and individuals with a broad range of insurance and risk management products and services.

Insurance products include property and casualty coverages; life, accident and health insurance; retirement products and annuities; and property and casualty reinsurance. CNA services include risk management, information services, healthcare claims management, and claims administration. CNA products and services are marketed through independent agents, brokers, managing general agents and direct sales.

The property and casualty and life and health insurance industry is highly competitive both as to rate and service. CNAF’s consolidated property and casualty subsidiaries compete not only with other stock insurance companies, but also with mutual insurance companies, reinsurance companies and other entities for both producers and customers. CNAF must continuously allocate resources to refine and improve its insurance and reinsurance products and services.

Rates among insurers vary according to the types of insurers and methods of operation. CNAF competes for business not only on the basis of rate, but also on the basis of availability of coverage desired by customers and quality of service, including claim adjustment services.

There are approximately 2,400 individual companies that sell property and casualty insurance in the United States. CNAF’s consolidated property and casualty subsidiaries ranked as the ninth largest property and casualty insurance organization in the United States based upon 2001 statutory net written premiums. CNA Re, the Company’s principal property and casualty assumed reinsurance operation, ranked as the 14th largest property and casualty reinsurance organization in the United States based upon 2001 statutory net written premiums.

There are approximately 990 companies selling life and heath insurance in the United States. CNA’s consolidated life insurance companies are ranked as the 51st largest life-health insurance organization in the United States based on 2001 statutory net written premiums.

The commercial property and casualty markets continue to realize significant rate increases while simultaneously using stricter underwriting criteria and requiring higher retention amounts for policyholders to further mitigate risk. The markets focus on underwriting profitability and the heightened perception of risk indicate the hard market will likely continue well into 2003. The reinsurance markets are also experiencing rate increases, however, not to the extent experienced by the direct commercial markets.

The insurance industry is subject to comprehensive and detailed regulation and supervision throughout the United States. Each state has established supervisory agencies with broad administrative powers relative to licensing insurers and agents, approving policy forms, establishing reserve requirements, fixing minimum interest rates for accumulation of surrender values and maximum interest rates of policy loans, prescribing the form and content of statutory financial reports and regulating solvency and the type and amount of investments permitted. Such regulatory powers also extend to premium rate regulations, which require that rates not be excessive, inadequate or unfairly discriminatory. In addition to regulation of dividends by insurance subsidiaries, intercompany transfers of assets may be subject to prior notice or approval by the state insurance regulators, depending on the size of such transfers and payments in relation to the financial position of the insurance affiliates making the transfer or payments.

Insurers are also required by the states to provide coverage to insureds who would not otherwise be considered eligible by the insurers. Each state dictates the types of insurance and the level of coverage that must be provided to such involuntary risks. CNA’s share of these involuntary risks is mandatory and generally a function of its respective share of the voluntary market by line of insurance in each state.

Insurance companies are subject to state guaranty fund and other insurance-related assessments. Guaranty fund and other insurance-related assessments are levied by the state departments of insurance to cover claims of insolvent insurers.

Reform of the U.S. tort liability system is another issue facing the insurance industry. Over the last decade, many states have passed some type of reform, but more recently, a number of state courts have modified or overturned these reforms. Additionally, new causes of action and theories of damages continue to be proposed in state court actions or by legislatures. Continued unpredictability in the law means that insurance underwriting and rating is expected to continue to be difficult in commercial lines, professional liability and some specialty coverages.

Although the Federal Government and its regulatory agencies do not directly regulate the business of insurance, federal legislative and regulatory initiatives can impact the insurance business in a variety of ways. These initiatives and legislation include tort reform proposals; proposals to overhaul the Superfund hazardous waste removal and liability statutes and various tax proposals affecting insurance companies. In 1999, Congress passed the Financial Services Modernization or “Gramm-Leach-Bliley” Act (GLB Act), which repealed portions of the Glass-Steagall Act and enabled closer relationships between banks and insurers. Although “functional regulation” was preserved by the GLB Act for state oversight of insurance, additional financial services modernization legislation could include provisions for an alternate federal system of regulation for insurance companies.

CNA and the insurance industry incurred substantial losses related to the September 11, 2001 World Trade Center disaster and related events. For the most part, the Company believes the industry was able to absorb the loss of capital from these losses, but the capacity to withstand the effect of any additional terrorism events was significantly diminished.

CNAF’s domestic insurance subsidiaries are subject to risk-based capital requirements. Risk-based capital is a method developed by the National Association of Insurance Commissioners (NAIC) to determine the minimum amount of statutory capital appropriate for an insurance company to support its overall business operations in consideration of its size and risk profile. The formula for determining the amount of risk-based capital specifies various factors, weighted based on the perceived degree of risk, which are applied to certain financial balances and financial activity. The adequacy of a company’s actual capital is evaluated by a comparison to the risk-based capital results, as determined by the formula. Companies below minimum risk-based capital requirements are classified within certain levels, each of which determines a specified level of regulatory attention applicable to a company. As of December 31, 2002 and 2001, all of CNAF’s domestic insurance subsidiaries exceeded the minimum risk-based capital requirements.

Subsidiaries with insurance operations outside the United States are also subject to regulation in the countries in which they operate. CNA has operations in the United Kingdom, Canada, and other countries.

On November 26, 2002, the President of the United States of America, George W. Bush, signed into law the Terrorism Risk Insurance Act of 2002 (the Act), which establishes a program within the Department of the Treasury under which the Federal Government will share the risk of loss from future terrorist attacks with the insurance industry. The Act terminates on December 31, 2005. Each participating insurance company must pay a deductible before Federal Government assistance becomes available. This deductible is based on a percentage of direct earned premiums for commercial insurance lines from the previous calendar year, and rises from 1% from date of enactment to December 31, 2002 (the Transition Period) to 7% during the first subsequent calendar year, 10% in year two and 15% in year three. For losses in excess of a company’s deductible, the Federal Government will cover 90% of the excess losses, while companies retain the remaining 10%. Losses covered by the program will be capped annually at $100 billion; above this amount, insurers are not liable for covered losses and Congress is to determine the procedures for and the source of any payments. Amounts paid by the Federal Government under the program over certain phased limits are to be recouped by the Department of the Treasury through policy surcharges, which cannot exceed 3% of annual premium.

Insurance companies providing commercial property and casualty insurance are required to participate in the program, but it does not cover life or health insurance products. State law limitations applying to premiums and policies for terrorism coverage are not generally affected under the program, but they are pre-empted in relation to prior approval requirements for rates and forms. The Act has policyholder notice requirements in order for insurers to be reimbursed for terrorism-related losses and, from the date of enactment until December 31, 2004, a mandatory offer requirement for terrorism coverage, although it may be rejected by insureds. The Secretary of the Department of the Treasury has discretion to extend this offer requirement until December 31, 2005.

While the Act provides the property and casualty industry with an increased ability to withstand the effect of a terrorist event during the next three years, given the unpredictability of the nature, targets, severity or frequency of potential terrorist events, the Company’s results of operations or equity could nevertheless be materially adversely impacted by them. The Company is attempting to mitigate this exposure through its underwriting practices, policy terms and conditions (where applicable) and the use of reinsurance. In addition, under state laws, the Company is generally prohibited from excluding terrorism exposure from its primary workers compensation, individual life and group life and health policies, and is also prohibited from excluding coverage for fire losses following a terrorist event in a number of states.

Reinsurers’ obligations for terrorism-related losses under reinsurance agreements are not covered by the Act. The Company’s current reinsurance arrangements either exclude terrorism coverage or significantly limit the level of coverage.

Information on CNA’s reinsurance activities is set forth in the Management’s Discussion and Analysis (MD&A) included under Item 7 and in Note H of the Consolidated Financial Statements included under Item 8.

As of December 31, 2002, CNA had approximately 15,500 full-time equivalent (FTE) employees and has experienced satisfactory labor relations. CNA has never had work stoppages due to labor disputes. During 2001, CNA announced two restructuring plans, which included FTE reductions of approximately 1,650 positions. See the MD&A included under Item 7 and Note O of the Consolidated Financial Statements included under Item 8 for further discussion regarding the restructuring plans.

CNA has comprehensive benefit plans for substantially all of its employees, including retirement plans, savings plans, disability programs, group life programs and group healthcare programs. See Note J of the Consolidated Financial Statements included under Item 8 for further discussion of CNA’s benefit plans.

CNA conducts its operations through five operating segments: Standard Lines, Specialty Lines, CNA Re, Group Operations and Life Operations. These segments are managed separately because of differences in their product lines and markets. In addition to these five operating segments, certain other activities are managed and reported in the Corporate and Other segment. Discussions of each segment including the products offered, the customers served and the distribution channels used are set forth in the MD&A included under Item 7 and in Note N of the Consolidated Financial Statements included under Item 8.

(a)		Restated to reflect an adjustment to the Company’s historical accounting for CNA’s investment in life settlement contracts and the related revenue recognition. See Note T of the Consolidated Financial Statements included under Item 8 for further discussion.

(b)		Trade ratios reflect the results of CNA’s property and casualty insurance subsidiaries. Trade ratios are industry measures of property and casualty underwriting results. The loss and loss adjustment expense ratio is the percentage of net incurred loss and loss adjustment expenses to net earned premiums. The primary difference in this ratio between accounting principles generally accepted in the United States of America (GAAP) and statutory accounting principles (SAP) is related to the treatment of active life reserves (ALR) related to long term care insurance products written in property and casualty insurance subsidiaries. For GAAP, ALR is classified as claim and claim adjustment expense reserves whereas for SAP, ALR is classified as unearned premium reserves. The expense ratio, using amounts determined in accordance with GAAP, is the percentage of underwriting and acquisition expenses, including the amortization of deferred acquisition expenses to net earned premiums. The expense ratio, using amounts determined in accordance with SAP, is the percentage of acquisition and underwriting expenses (with no deferral of acquisition expenses) to net written premiums. The dividend ratio, using amounts determined in accordance with GAAP, is the ratio of dividends incurred to net earned premiums. The dividend ratio, using amounts determined in accordance with SAP, is the ratio of dividends paid to net earned premiums. The combined ratio is the sum of the loss and loss adjustment expense, expense and dividend ratios.

(c)		Lapse ratios for individual life insurance, as measured by surrenders and withdrawals as a percentage of average ordinary life insurance inforce, were 34.7%, 8.7% and 12.7% in 2002, 2001 and 2000. (The 2002 lapse ratio includes the novation of CNA's individual life reinsurance business. Excluding the novation, the 2002 lapse ratio was 7.6%. See Note P of the Consolidated Financial Statements included under Item 8 for further discussion.)

(d)		Other data is determined in accordance with SAP. Life and group statutory capital and surplus as a percent of total liabilities is determined after excluding separate account liabilities and reclassifying the statutorily required Asset Valuation Reserve to surplus.

(e)		Surplus includes the property and casualty companies’ equity ownership of the life and group insurance subsidiaries.

The following table displays the distribution of gross written premiums for CNA’s operations by geographic concentration:

(a)

No other individual state, country or political subdivision accounts for more than 3.0% of gross written premiums.

Approximately 3.5%, 4.8% and 8.2% of CNA’s gross written premiums were derived from outside of the United States for the years ended December 31, 2002, 2001 and 2000. Premiums from any individual foreign country excluding the United Kingdom, which is stated in the table above, were not significant.

The following loss reserve development table illustrates the change over time of reserves established for property and casualty claim and claim adjustment expenses at the end of the preceding ten calendar years for CNA’s property and casualty insurance operations. The first section shows the reserves as originally reported at the end of the stated year. The second section, reading down, shows the cumulative amounts paid as of the end of successive years with respect to the originally reported reserve liability. The third section, reading down, shows re-estimates of the originally recorded reserves as of the end of each successive year, which is the result of the Company’s property and casualty insurance subsidiaries’ expanded awareness of additional facts and circumstances that pertain to the unsettled claims. The last section compares the latest re-estimated reserves to the reserves originally established, and indicates whether the original reserves were adequate or inadequate to cover the estimated costs of unsettled claims.

The loss reserve development table for property and casualty companies is cumulative and, therefore, ending balances should not be added since the amount at the end of each calendar year includes activity for both the current and prior years.

(a)		Reflects reserves of CNA’s property and casualty insurance subsidiaries, excluding CIC reserves, which were acquired on May 10, 1995 (the Acquisition Date). Accordingly, the reserve development (net reserves recorded at the end of the year, as initially estimated, less net reserves re-estimated as of subsequent years) does not include CIC.

(b)		Includes CIC gross reserves of $9,713 million and net reserves of $6,063 million acquired on the Acquisition Date and subsequent development thereon.

(c)		Ceded recoverable includes reserves transferred under retroactive reinsurance agreements of $784 million as of December 31, 1999.

(d)		Effective January 1, 2001, CNA established a new life insurance company, CNAGLA. Further, on January 1, 2001 approximately $1,055 million of reserves were transferred from CCC to CNAGLA.

(e)		Effective October 31, 2002, CNA sold CNA Reinsurance Company Limited (CNA Re U.K.). As a result of the sale, net reserves were reduced by approximately $1,316 million. See Note P of the Consolidated Financial Statements included under Item 8 for further discussion of the sale.

Additional information as to CNA’s property and casualty claim and claim adjustment expense reserves and reserve development is set forth in the MD&A included under Item 7 and in Notes A and F of the Consolidated Financial Statements included under Item 8.

Information on the Company’s investments is set forth in the MD&A included under Item 7 and in Notes A, B, C and D of the Consolidated Financial Statements included under Item 8.

CNA files annual, quarterly and current reports, proxy statements and other documents with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934 (Exchange Act). The public may read and copy any materials that CNA files with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, including CNA, that file electronically with the SEC. The public can obtain any documents that CNA files with the SEC at http://www.sec.gov.

CNA also makes available free of charge on or through its Internet website (http://www.cna.com) CNA’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after CNA electronically files such material with, or furnishes it to, the SEC.

CNA Plaza, owned by CAC, serves as the home office for CNAF and its subsidiaries. CNAF’s subsidiaries own or lease office space in various cities throughout the United States and in other countries. The following table sets forth certain information with respect to the principal office buildings owned or leased by CNAF’s subsidiaries:

(a)		Represents property owned by CNAF or its subsidiaries.

(b)		Represents property leased by CNAF or its subsidiaries.

Information on CNA’s legal proceedings is set forth in Note G of the Consolidated Financial Statements included under Item 8.

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

CNA’s common stock is listed on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange, and is traded on the Philadelphia Stock Exchange under the symbol CNA.

As of March 14, 2003, CNA had 223,608,868 shares of common stock outstanding. Approximately 90% of CNA’s outstanding common stock is owned by Loews Corporation (Loews). CNA had 2,407 stockholders of record as of March 14, 2003 according to the records maintained by the Company’s transfer agent.

On December 19, 2002, CNAF sold $750 million of a new issue of preferred stock, designated Series H Cumulative Preferred Issue (Preferred Issue), to Loews. The terms of the Preferred Issue were approved by a special committee of independent members of CNAF’s Board of Directors.

The Preferred Issue accrues cumulative dividends at an initial rate of 8% per year, compounded annually. It will be adjusted quarterly to a rate equal to 400 basis points above the ten-year U.S. Treasury rate beginning with the quarterly dividend after the first triggering event to occur of either (i) an increase by two intermediate ratings levels of the financial strength rating of CCC from its current rating by any of A.M. Best Company, Standard & Poor’s or Moody’s Investor Services or (ii) one year following an increase by one intermediate ratings level of the financial strength rating of CCC by any one of those rating agencies. Accrued but unpaid cumulative dividends cannot be paid on the Preferred Issue unless and until one of the two triggering events described above has occurred. Beginning with the quarter following an increase of one intermediate ratings level in CCC’s financial strength rating, however, current (but not accrued cumulative) quarterly dividends can be paid.

The Preferred Issue is senior to CNAF’s common stock as to the payment of dividends and amounts payable upon any liquidation, dissolution or winding up. No dividends may be declared on CNAF’s common stock until all cumulative dividends on the Preferred Issue have been paid. CNAF may not issue any equity securities ranking senior to or on par with the Preferred Issue without the consent of a majority of its stockholders. The Preferred Issue is non-voting and is not convertible into any other securities of CNAF. It may be redeemed only upon the mutual agreement of CNAF and a majority of the stockholders of the preferred stock. The Preferred Issue is exempt from registration under Section 4(2) of the Securities Act of 1933.

Of the proceeds of the Preferred Issue, $250 million was used to prepay a bank term loan due in April of 2003 and $250 million was contributed to CCC to improve its statutory surplus. It is expected that the remaining proceeds will be used to repay other debt of CNAF and The Continental Corporation, a controlled subsidiary, maturing in 2003 and used for other general corporate purposes.

The table below shows the high and low closing sales prices for CNA’s common stock based on the New York Stock Exchange Composite Transactions.

No dividends have been paid on CNA’s common stock in 2002 or 2001. CNA’s ability to pay dividends is influenced, in part, by dividend restrictions of its principal operating insurance subsidiaries as described in the MD&A included under Item 7 and in Note L to the Consolidated Financial Statements included under Item 8.

The table below provides the securities authorized for issuance under equity compensation plans.

See Note J to the Consolidated Financial Statements included under Item 8 for a discussion of securities authorized for issuance under equity compensation plans.

(a)		Restated to reflect an adjustment to the Company’s historical accounting for CNA’s investment in life settlement contracts and the related revenue recognition. See Note T of the Consolidated Financial Statements included under Item 8 for further discussion.

(b)		Surplus includes the property and casualty companies’ equity ownership of the life and group insurance subsidiaries.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion highlights significant factors impacting the consolidated operations and financial condition of CNA Financial Corporation (CNAF) and its controlled subsidiaries (collectively CNA or the Company). CNA is one of the largest insurance organizations in the United States and based on 2001 statutory net written premiums, is the ninth largest property and casualty company and the 51st largest life insurance company.

Loews Corporation (Loews) owned approximately 90% of the outstanding common stock of CNAF as of December 31, 2002. The following discussion should be read in conjunction with Item 6. Selected Financial Data and Item 8. Financial Statements and Supplementary Data.

CNA conducts its operations through five operating segments: Standard Lines, Specialty Lines and CNA Re (which comprise the property and casualty segments), Group Operations and Life Operations. In addition to these five operating segments, certain other activities are reported in the Corporate and Other segment. These operating segments reflect the way CNA manages its operations and makes business decisions.

During 2002, CNA underwent management changes and strategic realignment. These events have changed the way CNA manages its operations and makes business decisions and, therefore, necessitated a change in the Company’s reportable segments. The financial results for the following segment changes are reflected throughout the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A).

CNA Trust, a limited-operations bank specializing in 401(k) plan administration, and Institutional Markets, which provides guaranteed return investment products for qualified and non-qualified institutional buyers, was transferred from Life Operations to Group Operations. Group reinsurance, the business which assumes reinsurance from unaffiliated entities on group life, accident and health products and excess medical risk coverages for self-funded employers, was transferred from Group Operations to Corporate and Other to be included as part of run-off insurance operations. The Environmental Pollution and Mass Tort and Asbestos Reserves (APMT) related to assumed reinsurance, along with the assumed business underwritten through a managing general agent, IOA Global, which consists primarily of certain accident and health coverages, was transferred from CNA Re to Corporate and Other. The U.S. zone of Global business, which primarily offers international insurance to U.S. based corporations and U.S. insurance to foreign corporations, was transferred from Specialty Lines to Standard Lines.

Subsequent to the issuance of the Company’s 2001 Consolidated Financial Statements and, as a result of a routine review of the Company’s periodic filings by the Division of Corporation Finance of the Securities and Exchange Commission (SEC), the Company has revised the historical accounting for its investment in life settlement contracts and the related revenue recognition. The Company has restated its previously reported financial statements as of December 31, 2001 and for the years ended December 31, 2001 and 2000 as well as its interim financial data for the first three quarters of 2002 and all interim periods of 2001.

The SEC concluded that FASB Technical Bulletin 85-4 Accounting for Purchases of Life Insurance (FTB 85-4) should have been applied to the Company’s investment in life settlement contracts. Under FTB 85-4, the carrying value of each contract at purchase and at the end of each reporting period is equal to the cash surrender value of the policy. Amounts paid to purchase these contracts that are in excess of the cash surrender value, at the date of purchase, are expensed immediately. Periodic maintenance costs, such as premiums, necessary to keep the underlying policy inforce are expensed as incurred and included in other operating expense. Revenue is recognized and included in other revenue in the Consolidated Statements of Operations when the life insurance policy underlying the life settlement contract matures. The Company’s historical accounting was to record an asset for the amount paid to acquire the life settlement contract along with other direct acquisition costs, and to recognize revenue over the period the contract was held.

The adjustment related to life settlement contracts reduced both net operating income and net income for the year ended December 31, 2002 by $9 million. The comparable impact in the prior period increased both net operating income and net income by $2 million for the year ended December 31, 2001. For the year ended December 31, 2000, net operating income and net income decreased $32 million as a result of the adjustment related to life settlement contracts. Additionally, the Consolidated Statements of Stockholders’ Equity reflects a decrease in the Company’s retained earnings of $215 million as of January 1, 2000. The MD&A gives effect to the restatement of the Consolidated Financial Statements for the years ended December 31, 2001 and 2000.

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenues and expenses reported during the period. Actual results may differ from those estimates.

CNA’s consolidated financial statements and accompanying notes have been prepared in accordance with GAAP and have been applied on a consistent basis. CNA continually evaluates the accounting policies and estimates used to prepare the consolidated financial statements. In general, management’s estimates are based on historical experience, evaluation of current trends, information from third party professionals and various other assumptions that are believed to be reasonable under the known facts and circumstances.

The accounting policies discussed below are considered by management to be critical to an understanding of CNA’s financial statements as their application places the most significant demands on management’s judgment. Due to the inherent uncertainties involved with this type of judgment, actual results could differ significantly from estimates and have a material adverse impact on the Company’s results of operations or equity.

Insurance reserves are established for both short and long-duration insurance contracts. Short-duration contracts are primarily related to property and casualty policies where the reserving process is based on actuarial estimates of the amount of loss, including amounts for known and unknown claims. Long-duration contracts typically include traditional life insurance and long

term care products and are estimated using actuarial estimates about mortality and morbidity, as well as assumptions about expected investment returns. The inherent risks associated with the reserving process are discussed in the Reserves – Estimates and Uncertainties section of the MD&A. Additionally, a review of the segment results, Environmental Pollution and Mass Tort and Asbestos Reserves and Second Quarter 2001 Reserve Strengthening sections of the MD&A is necessary to understand the sensitivity of management’s estimate.

Amounts recoverable from reinsurers are estimated in a manner consistent with claim and claim adjustment expense reserves or future policy benefits reserves and are reported as a receivable in the Consolidated Balance Sheets. The cost of reinsurance related to long-duration contracts is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies. The ceding of insurance does not discharge the primary liability of the Company. An estimated allowance for doubtful accounts is recorded on the basis of periodic evaluations of balances due from reinsurers, reinsurer solvency, management’s experience and current economic conditions. Further information on reinsurance is provided in the Reinsurance section of the MD&A.

The Company’s investment portfolio is subject to market declines below book value that may be other-than-temporary. The Company has an Impairment Committee (the Committee), which reviews the investment portfolio on a quarterly basis, with ongoing analysis as new information becomes available. Any decline that is determined to be other-than-temporary is recorded as an impairment loss in the period in which the determination occurred. Further information on the Company’s investments is provided in the Investments section of the MD&A.

The discussion of underwriting results and ratios reflect the underlying business results of CNA’s property and casualty insurance subsidiaries. Underwriting results are net earned premiums less net incurred claims and the cost incurred to settle these claims, acquisition expenses and underwriting expenses. Underwriting ratios are industry measures of property and casualty underwriting results. The loss and loss adjustment expense ratio is the percentage of net incurred claim and claim adjustment expenses to net earned premiums. The expense ratio is the percentage of underwriting and acquisition expenses, including the amortization of deferred acquisition costs, to net earned premiums. The dividend ratio is the ratio of dividends incurred to net earned premiums. The combined ratio is the sum of the loss and loss adjustment expense, expense and dividend ratios.

The following discussion of operating results focuses on “net operating income (loss).” Net operating income (loss) is calculated by deducting net realized investment gains or losses (investment gains or losses after deduction of related income taxes and participating policyholders’ and minority interest), gains or losses from discontinued operations, net of tax, and the cumulative effect of a change in accounting principle, net of tax, from net income. Net operating income (loss), as defined above, is used in management’s discussion of the results of operations because net realized investment gains or losses, other than investment impairment losses, related to the Company’s available-for-sale investment portfolio are largely discretionary,

are generally driven by economic factors that are not necessarily consistent with key drivers of underwriting performance, and are therefore not an indication of trends in operations.

Net operating income was $396 million in 2002 as compared with a net operating loss of $2,408 million in 2001. The net operating loss for 2001 included $2,079 million after-tax related to reserve strengthening recorded in the second quarter of 2001 resulting from a change in estimate of prior year net loss reserves and retrospective premium accruals. Additionally, 2001 results included estimated losses related to the September 11, 2001 World Trade Center Disaster and related events (WTC event) of $304 million after-tax and restructuring and other related charges of $165 million after-tax. Excluding these 2001 significant items, 2002 net operating results increased $256 million due primarily to improved underwriting results in the property and casualty segments and improved results in Group and Life Operations, partially offset by lower net investment income, net reserve strengthening for individual long term care in Life Operations and a reduced benefit from the use of reinsurance in 2002, including the reduced benefit from corporate aggregate reinsurance treaties. In 2002, the benefit from core corporate aggregate reinsurance treaties was $28 million as compared to a benefit of $61 million in 2001. The ceded premiums, ceded losses and interest charges related to corporate aggregate reinsurance treaties not related to the second quarter 2001 reserve strengthening and the WTC event are described as “Core.” Also contributing to the improvement was a $24 million after-tax reduction of the accrual for restructuring and other related charges in 2002. Net unfavorable reserve development, including premium and unallocated loss adjustment expense development, was $90 million after-tax in 2002 as compared to $236 million after-tax in 2001, excluding the second quarter 2001 reserve strengthening.

Net income in 2002 was $155 million, as compared with a net loss of $1,642 million for 2001. Excluding the 2001 significant items noted in the preceding paragraph, net income decreased $751 million due primarily to an increase in net realized losses from investing activities, partially offset by the improvements in net operating income noted above. Net realized investment gains (losses) decreased $965 million in 2002 as compared with 2001 due primarily to significant realized gains from equity securities in 2001 and increased investment write-downs of fixed maturity and equity securities across various market sectors in 2002. See the Investments section of the MD&A for further details. Loss from discontinued operations, net of tax, of $35 million for 2002 and income from discontinued operations, net of tax, of $11 million for 2001 related to the results of CNA Vida, CNA’s Chilean-based life insurer, which was sold during 2002. Net income for 2002 includes a charge of $57 million, net of tax, for the cumulative effect of a change in accounting principle related to the adoption of Statement of Financial Accounting Standards No. 142 Goodwill and Other Intangible Assets (SFAS 142). Net income for 2001

includes a charge of $61 million, net of tax, for the cumulative effect of a change in accounting principle related to the adoption of Statement of Financial Accounting Standards No. 133 Accounting for Derivative Instruments and Hedging Activities (SFAS 133).

Net earned premiums increased $925 million in 2002 as compared with 2001. Included in the 2001 net earned premiums were $1,334 million of ceded premiums related to corporate aggregate reinsurance treaties, additional ceded premiums and a change in estimate for retrospective premium accruals arising from the second quarter 2001 reserve strengthening and a change in estimate for involuntary market premium accruals, partially offset by reinstatement and additional premiums related to the WTC event. Excluding these 2001 significant premium items, net earned premiums decreased $409 million due primarily to the transfer of the National Postal Mail Handlers Union (the Mail Handlers Plan) in 2002 and decreased net earned premiums in CNA Re resulting from the 2001 decision to cease writing new and renewal business at CNA Reinsurance Company Limited (CNA Re U.K.). Net earned premium for the Mail Handlers Plan was $1,151 million in 2002 as compared with $2,218 million in 2001. These decreases were partially offset by strong rate increases, increased new business and decreased use of reinsurance in the property and casualty segments.

The net operating loss was $2,408 million in 2001 as compared with net operating income of $508 million in 2000. The decline in net operating results was due principally to reserve strengthening of $2,079 million after-tax recorded in the second quarter of 2001 related to a change in estimate of prior year net loss reserves and retrospective premium accruals; estimated losses related to the WTC event of $304 million after-tax, and the related corporate aggregate reinsurance treaties benefit; and restructuring and other related charges of $165 million after-tax. Excluding these 2001 significant items, net operating results decreased $368 million due primarily to a $160 million after-tax charge primarily to strengthen prior underwriting year loss reserves for CNA Re U.K. Additionally, the underwriting results for the London-based commercial and marine operations were unfavorable in 2001. Net operating income also decreased $52 million after-tax from losses related to the bankruptcy filing by certain Enron entities and $159 million after-tax due to a decline in limited partnership income.

The net loss in 2001 was $1,642 million as compared with net income of $1,182 million in 2000. Excluding the 2001 significant items noted above, net income decreased $276 million due primarily to the declines in net operating income noted above. Net realized investment gains increased $147 million in 2001 as compared with 2000 due primarily to gains from the sales of fixed maturity securities. Net income for 2001 includes a charge of $61 million, net of tax, for the cumulative effect of a change in accounting principle related to the adoption of SFAS 133.

Net earned premiums decreased $2,100 million in 2001 as compared with 2000. Included in the 2001 net earned premiums were $1,334 million of ceded premium related to corporate aggregate reinsurance treaties, additional ceded premiums and a change in estimate for retrospective premium accruals arising from the second quarter 2001 reserve strengthening and a change in estimate for involuntary market premium accruals, partially offset by reinstatement and additional premiums related to the WTC event. Excluding these 2001 significant premium items, net earned premiums decreased $766 million due primarily to increased ceded premiums and decreased net earned premiums in CNA Re resulting from the decision made in 2001 to cease writing new and renewal business in CNA Re U.K. In addition, net earned premiums declined in Group Operations, related primarily to the sale of Life Reinsurance, CNA’s individual

life reinsurance business, which was sold via an indemnity reinsurance agreement on December 31, 2000.

The 2001 net operating loss included the following, which are described in more detail on the following pages.

•		In the third quarter of 2001, the Company recorded the estimated impact of the WTC event, which resulted in $1,648 million of pretax gross losses, and $468 million pretax net of reinsurance and the related corporate aggregate reinsurance treaties benefit. The after-tax estimated impact was $304 million, net of reinsurance and the related corporate aggregate reinsurance treaties benefit. Further details of the WTC event are provided below as well as in the individual segment discussions of operations.

•		In the second quarter of 2001, the Company recorded an after-tax charge of $2,079 million ($3,182 million pretax) related to a change in estimate of prior year net loss reserves and retrospective premium accruals. This amount included the impact of net reserve strengthening, the related increase in the accrual for insurance-related assessments and the ceded premiums and interest cost of the corporate aggregate reinsurance treaty that attached due to the reserve strengthening. Further details related to the reserve strengthening are discussed below as well as in the individual segment discussions of operations.

•		During 2001, the Company recorded ceded premiums, ceded losses and interest charges related to corporate aggregate reinsurance treaties in place for the 1999 through 2001 accident years. The discussion in the Reinsurance section below includes all premiums, losses and interest charges related to these treaties. However, in all other sections of the MD&A the applicable amounts ceded to these treaties as a result of the second quarter 2001 reserve strengthening and WTC event are included in the quantification of those significant items. The ceded premiums, ceded losses and interest charges related to corporate aggregate reinsurance treaties not related to these significant items are described as “Core.”

•		During 2001, the Company recorded after-tax restructuring and other related charges of $165 million related to workforce reductions and asset write-offs resulting from changes in the Company’s organization, which are discussed in more detail below.

Based upon the significance of the second quarter 2001 reserve strengthening, the WTC event and restructuring and other related charges, the underwriting impact of these items is discussed in the aggregate in the following sections. When the Company discusses its 2001 underwriting results and ratios for its property and casualty segments, the discussion will compare 2001 underwriting results and ratios excluding the effect of these significant items. In the Company’s previous filings, the discussion of 2001 underwriting results excluded the benefit from corporate aggregate reinsurance treaties for Core operations. During 2002, the Company has also recorded benefits from corporate aggregate reinsurance treaties for Core operations; therefore, in order to provide a comparable presentation, the 2001 adjusted underwriting loss does not exclude the benefit from corporate aggregate reinsurance treaties from Core operations. The following table provides the details by segment of 2001 underwriting results as adjusted.

During the third quarter of 2001, the Company recorded estimated incurred losses of $468 million pretax, net of reinsurance, related to the WTC event. The loss estimate was based on a total industry loss of $50 billion and included all lines of insurance. This estimate took into account CNA’s substantial reinsurance agreements, including its catastrophe reinsurance program and corporate reinsurance programs. The Company has closely monitored reported losses as well as the collection of reinsurance on WTC event claims. As of December 31, 2002, the Company believes its recorded reserves, net of reinsurance, for the WTC event are adequate.

The WTC event and related items comprising the amounts noted above are detailed by segment in the following table.

Pretax impact of the WTC event before corporate aggregate reinsurance treaties. The pretax net impact includes $85 million of reinstatement and additional premiums.

During the second quarter of 2001, the Company noted the continued emergence of adverse loss experience across several lines of business related to prior years, which are discussed in further detail below. The Company completed a number of reserve studies during the second quarter of 2001 for many of its lines of business, including those in which these adverse trends were noted.

The second quarter 2001 prior year reserve strengthening and related items comprising the amounts noted above are detailed by segment in the following table.

$500 million of ceded losses reduced by $230 million of ceded premiums and $47 million of interest charges.

With respect to environmental and mass tort reserves, commencing in 2000 and continuing into the first and second quarters of 2001, CNA received a number of new reported claims, some of which involved declaratory judgment actions premised on court decisions purporting to expand insurance coverage for pollution claims. In these decisions, several courts adopted rules of insurance policy interpretation which established joint and several liability for insurers consecutively on a risk during a period of alleged property damage; and in other instances adopted interpretations of the “absolute pollution exclusion,” which weakened its effectiveness in most circumstances. In addition to receiving new claims and declaratory judgment actions premised upon these unfavorable legal precedents, these court decisions also impacted CNA’s pending pollution and mass tort claims and coverage litigation. During the spring of 2001, CNA reviewed specific claims and litigation, as well as general trends, and concluded reserve strengthening in this area was necessary.

In the area of mass torts, several well-publicized verdicts arising out of bodily injury cases related to allegedly toxic mold led to a significant increase in mold-related claims in 2000 and

the first half of 2001. CNA’s reserve increase in the second quarter of 2001 was caused in part by this increased area of exposure.

With respect to other court cases and how they might affect the Company’s reserves and reasonable possible losses, the following should be noted. State and federal courts issue numerous decisions each year, which potentially impact losses and reserves in both a favorable and unfavorable manner. Examples of favorable developments include decisions to allocate defense and indemnity payments in a manner so as to limit carriers’ obligations to damages taking place during the effective dates of their policies; decisions holding that injuries occurring after asbestos operations are completed are subject to the completed operations aggregate limits of the policies; and decisions ruling that carriers’ loss control inspections of their insured’s premises do not give rise to a duty to warn third parties to the dangers of asbestos.

Examples of unfavorable developments include decisions limiting the application of the “absolute pollution” exclusion; and decisions holding carriers liable for defense and indemnity of asbestos and pollution claims on a joint and several basis.

Throughout 2000, and into 2001, CNA experienced significant increases in new asbestos bodily injury claims. In light of this development, CNA formed the view that payments for asbestos claims could be higher in future years than previously estimated. Moreover, in late 2000 through mid-2001, industry sources such as rating agencies and actuarial firms released analyses and studies commenting on the increase in claim volumes and other asbestos liability developments. For example, A.M. Best Company (A.M. Best) released a study in May 2001 increasing its ultimate asbestos reserve estimate 63% from $40 billion to $65 billion, citing an unfunded insurance industry reserve shortfall of $33 billion. In June 2001, Tillinghast raised its asbestos ultimate exposure from $55 billion to $65 billion for the insurance industry and its estimate of the ultimate remaining asbestos liability for all industries was raised to $200 billion.

Also in the 2000 to 2001 time period, a number of significant asbestos defendants filed for bankruptcy, increasing the likelihood that excess layers of insurance coverage could be called upon to indemnify policyholders and creating the potential that novel legal doctrines could be employed, which could accelerate the time when such indemnification payments could be due.

These developments led the Company to the conclusion that its asbestos reserves required strengthening.

The non-APMT adverse reserve development in 2001 was the result of analyses of several lines of business. This development related principally to commercial insurance coverages including automobile liability and multiple-peril, as well as assumed reinsurance and healthcare-related coverages. A brief summary of these lines of business and the associated reserve development is discussed below.

Approximately $600 million of the adverse loss development was a result of several coverages provided to commercial entities. The gross and net carried claim and claim adjustment expense reserves for Standard Lines at the beginning of 2001 was $12,070 million and $9,129 million. Reserve analyses performed during 2001 showed unexpected increases in the size of claims for several lines, including commercial automobile liability, general liability and the liability portion of commercial multiple-peril coverages. In addition, the number of commercial automobile liability claims was higher than expected and several state-specific factors resulted in higher than anticipated losses, including developments associated with commercial automobile liability coverage in Ohio and general liability coverage provided to contractors in New York. The

unfavorable development was driven principally by accident years 1997 through 2000. The remaining development affecting years prior to 1997 was driven principally by construction defect claims as described below.

The commercial automobile liability analysis indicated increased ultimate claim and claim adjustment expense across several accident years due to higher paid and reported claim and claim adjustment expense resulting from several factors. These factors include uninsured/underinsured motorists coverage in Ohio, a change in the rate at which the average claim size was increasing and a lack of improvement in the ratio of the number of claims per exposure unit, the frequency. First, Ohio courts had significantly broadened the population covered through the uninsured/underinsured motorists’ coverage. The broadening of the population covered by this portion of the policy, and the retrospective nature of this broadening of coverage, resulted in additional claims for older years. Second, in recent years, the average claim size had been increasing at less than a 2% annual rate. The available data indicated that the rate of increase was closer to 8% with only a portion of this increase explainable by a change in mix of business. Finally, the review completed during the second quarter of 2001 indicated that the frequency for the 2000 accident year was 6% higher than 1999. Expectations were that the 2000 frequency would show an improvement from the 1999 level.

The analyses of general liability and the liability portion of commercial multiple-peril coverages showed several factors affecting these lines. Construction defect claims in California and a limited number of other states have had a significant impact. It was expected that the number of claims being reported and the average size of those claims would fall quickly due to the decrease in business exposed to those losses. However, the number of claims reported during the first six months of 2001 increased from the number of claims reported during the last six months of 2000. In addition to the effects of construction defect claims, the average claim associated with New York labor law has risen to more than $125 thousand from less than $100 thousand, which was significantly greater than previously expected.

An analysis of assumed reinsurance business written by CNA Re showed that the paid and reported losses for recent accident years were higher than expectations, which resulted in management recording net unfavorable development on prior year loss reserves of approximately $560 million. The gross and net claim and claim adjustment expense reserves at the beginning of 2001 for CNA Re was $4,238 million and $2,735 million. Because of the long and variable reporting pattern associated with assumed reinsurance as well as uncertainty regarding possible changes in the reporting methods of the ceding companies, the carried reserves for assumed reinsurance was based mainly on the pricing assumptions until experience emerges to show that the pricing assumptions are no longer valid. The reviews completed during the second quarter of 2001, including analysis at the individual treaty level, showed that the pricing assumptions were no longer appropriate. The classes of business with the most significant changes included excess of loss liability, professional liability and proportional and retrocessional property. The unfavorable reserve development was driven principally by accident years 1996 through 2000.

Approximately $320 million of adverse loss development was due to adverse experience in all other lines, primarily in coverages provided to healthcare-related entities written by CNA HealthPro. The gross and net claim and claim adjustment expense reserves at the beginning of 2001 for Specialty Lines was approximately $4,813 million and $3,429 million. The level of paid and reported losses associated with coverages provided to national long term care facilities were higher than expected. The long term care facility business had traditionally been limited to local facilities. In recent years, the Company began to provide coverage to large chains of long

term care facilities. Original assumptions were that these chains would exhibit loss ratios similar to the local facilities. The most recent review of these large chains indicated an overall loss ratio in excess of 500% versus approximately 100% for the remaining business. In addition, the average size of claims resulting from coverages provided to physicians and institutions providing healthcare related services increased more than expected. The review indicated that the average loss had increased to over $330 thousand. Prior to this review, the expectation for the average loss was approximately $250 thousand. Unfavorable reserve development of $240 million was recorded for accident years 1997 through 2000. The remaining unfavorable reserve development was attributable to accident years prior to 1997.

Concurrent with the Company’s review of loss reserves, the Company completed comprehensive studies of estimated premium receivable accruals on retrospectively rated insurance policies and involuntary market facilities. These studies included ground-up reviews of retrospective premium accruals utilizing a more comprehensive database of retrospectively rated contracts. This review included application of the policy retrospective rating parameters to the revised estimate of ultimate loss ratio and consideration of actual interim cash settlement. This study resulted in a change in the estimated retrospective premiums receivable balances.

As a result of this review and changes in premiums associated with the change in estimates for loss reserves, the Company recorded a pretax reduction in premium accruals of $566 million. The effect on net earned premiums was $616 million offset by a reduction of accrued commissions of $50 million. The studies included the review of all such retrospectively rated insurance policies and the estimate of ultimate losses.

Approximately $188 million of this amount resulted from a change in estimate in premiums related to involuntary market facilities, which had an offsetting impact on net losses and therefore had no impact on the net operating results. More than one-half of the change in estimate in premiums was attributable to accident years 1997 through 1999 with the remainder attributable to accident years prior to 1992. Accruals for ceded premiums related to other reinsurance treaties increased $83 million due to the reserve strengthening. This increase in accruals for ceded premiums was principally recorded in accident year 2000. The remainder of the decrease in premium accruals relates to the change in estimate of the amount of retrospective premium receivables as discussed above, which were principally recorded in accident years prior to 1999.

CNA assumes and cedes reinsurance with other insurers, reinsurers and members of various reinsurance pools and associations. CNA utilizes reinsurance arrangements to limit its maximum loss, provide greater diversification of risk, minimize exposures on larger risks and to exit certain lines of business. Reinsurance coverages are tailored to the specific risk characteristics of each product line and CNA’s retained amount varies by type of coverage. Generally, property risks are reinsured on an excess of loss, per risk basis. Liability coverages are generally reinsured on a quota share basis in excess of CNA’s retained risk. CNA’s ceded life reinsurance includes utilization of coinsurance, yearly renewable term and facultative programs. A majority of the reinsurance utilized by the Company’s life insurance operations relates to term life insurance policies. Term life insurance policies issued from 1994 onward are generally ceded at 60%-90% of the face value. Universal Life policies issued from 1998 onward are generally ceded at 75% of the face value.

The Company’s overall reinsurance program includes certain property and casualty contracts, such as the corporate aggregate reinsurance treaties discussed in more detail later in this section, that are entered into and accounted for on a “funds withheld” basis. Under the funds withheld basis, the Company records the cash remitted to the reinsurer for the reinsurer’s margin, or cost of the reinsurance contract, as ceded premiums. The remainder of the premiums ceded under the reinsurance contract is recorded as funds withheld liabilities. The Company is required to increase the funds withheld balance at stated interest crediting rates applied to the funds withheld balance or as otherwise specified under the terms of the contract. The funds withheld liability is reduced by any cumulative claim payments made by the Company in excess of the Company’s retention under the reinsurance contract. If the funds withheld liability is exhausted, interest crediting will cease and additional claim payments are recoverable from the reinsurer. The funds withheld liability is recorded in reinsurance balances payable in the Consolidated Balance Sheets.

Interest cost on these contracts is credited during all periods in which a funds withheld liability exists. Interest cost, which is included in other net investment income, was $239 million, $241 million and $87 million in 2002, 2001 and 2000. The amount subject to interest crediting rates on such contracts was $2,766 million and $2,724 million at December 31, 2002 and 2001.

The amount subject to interest crediting on these funds withheld contracts will vary over time based on a number of factors, including the timing of loss payments and ultimate gross losses incurred. The Company expects that it will continue to incur significant interest costs on these contracts for several years.

The ceding of insurance does not discharge the primary liability of the Company. Therefore, a credit exposure exists with respect to property and casualty and life reinsurance ceded to the extent that any reinsurer is unable to meet the obligations assumed under reinsurance agreements.

Amounts receivable from reinsurers were $12,696 million and $13,823 million at December 31, 2002 and 2001. Of these amounts, $957 million and $838 million were billed to reinsurers as of December 31, 2002 and 2001, as reinsurance contracts generally require payment of claims by the ceding company before the amount can be billed to the reinsurer. The remaining receivable relates to the estimated case and IBNR reserves and future policyholder benefits ceded under reinsurance contracts.

The Company attempts to mitigate its credit risk related to reinsurance by entering into reinsurance arrangements only with reinsurers that have credit ratings above certain levels and by obtaining substantial amounts of collateral. The primary methods of obtaining collateral are through reinsurance trusts, letters of credit and funds withheld balances. Such collateral was approximately $4,825 million and $3,696 million at December 31, 2002 and 2001.

CNA’s largest recoverables from a single reinsurer at December 31, 2002, including prepaid reinsurance premiums, were approximately $2,090 million, $1,456 million, $890 million, $616 million, $598 million, and $541 million from subsidiaries of The Allstate Corporation (Allstate), subsidiaries of Hannover Reinsurance (Ireland) Ltd., American Reinsurance Company, European Reinsurance Company of Zurich, subsidiaries of Gerling Global Reinsurance Corporation, and Lloyd’s Underwriters.

The Company has reinsurance receivables from several reinsurers who have recently experienced multiple downgrades of their financial strength ratings, have announced that they

will no longer accept new business and are placing their books of business into run-off. The Company’s principal credit exposures from these recent events arise from reinsurance receivables from Gerling Global (Gerling), Trenwick and Commercial Risk insurance groups. At December 31, 2002, the Company had approximately $926 million of reinsurance receivables from these reinsurers, of which $384 million was not supported by collateral. The majority of the uncollateralized receivables were due from U.S.-domiciled insurers. Of the $384 million of reinsurance recoverables unsupported by collateral, $170 million relates to Gerling. Gerling has stated that the Company transfer approximately $204 million of funds withheld balances on three treaties relating to CNA HealthPro to a trust established by Gerling for the benefit of the company, or in the absence of such transfer, that these treaties be commuted. CNA has taken Gerling’s statement under advisement.

In certain circumstances, including significant deterioration of a reinsurer’s financial strength ratings, the Company may engage in commutation discussions with an individual reinsurer. The outcome of such discussions may result in a lump sum settlement that is less than the recorded receivable, net of any applicable allowance for doubtful accounts. Losses arising from commutations, including any related to Gerling, could have an adverse material impact on the Company’s results of operations or equity.

The Company has established an allowance for doubtful accounts to provide for estimated uncollectible reinsurance receivables. The allowance for doubtful accounts was $196 million and $170 million at December 31, 2002 and 2001. While the Company believes the allowance for doubtful accounts is adequate based on current collateral and information currently available, failure of reinsurers to meet their obligations could have a material adverse impact on CNA's results of operations or equity.

For 2002, the Company entered into a corporate aggregate reinsurance treaty covering substantially all of the Company’s property and casualty lines of business (the 2002 Cover). Ceded premium related to the reinsurer’s margin of $10 million was recorded in 2002. No losses were ceded during 2002 under this contract, and the 2002 Cover was commuted as of December 31, 2002.

In 1999, the Company entered into an aggregate reinsurance treaty related to the 1999 through 2001 accident years covering substantially all of the Company’s property and casualty lines of business (the Aggregate Cover). The Company has two sections of coverage under the terms of the Aggregate Cover. These coverages attach at defined loss ratios for each accident year. Coverage under the first section of the Aggregate Cover, which is available for all accident years covered by the contract, has annual limits of $500 million of ceded losses with an aggregate limit of $1 billion of ceded losses for the three year period. The ceded premiums are a percentage of ceded losses and for each $500 million of limit the ceded premium is $230 million. The second section of the Aggregate Cover, which was only utilized for accident year 2001, provides additional coverage of up to $510 million of ceded losses for a maximum ceded premium of $310 million. Under the Aggregate Cover, interest charges on the funds withheld liability accrue at 8% per annum. If the aggregate loss ratio for the three-year period

exceeds certain thresholds, additional premiums may be payable and the rate at which interest charges are accrued would increase to 8.25% per annum commencing in 2006.

The coverage under the second section of the Aggregate Cover was triggered for the 2001 accident year. As a result of losses related to the WTC event, the limit under this section was exhausted. Additionally, as a result of the significant reserve additions recorded in the second quarter of 2001, the $500 million limit on the 1999 accident year under the first section was also fully utilized. No losses have been ceded to the remaining $500 million of aggregate limit on accident years 2000 and 2001 under the first section of the Aggregate Cover.

In 2001, the Company entered into a one-year aggregate reinsurance treaty related to the 2001 accident year covering substantially all property and casualty lines of business in the Continental Casualty Company pool (the CCC Cover). The loss protection provided by the CCC Cover has an aggregate limit of approximately $760 million of ceded losses. The ceded premiums are a percentage of ceded losses. The ceded premium related to full utilization of the $760 million of limit is $456 million. The CCC Cover provides continuous coverage in excess of the second section of the Aggregate Cover discussed above. Under the CCC Cover, interest charges on the funds withheld generally accrue at 8% per annum. The interest rate increases to 10% per annum if the aggregate loss ratio exceeds certain thresholds. Losses of $618 million have been ceded under the CCC Cover through December 31, 2002.

The impact by operating segment of the Aggregate Cover and the CCC Cover on pretax operating results was as follows:

In 2001, the Company finalized and approved two separate restructuring plans. The first plan related to the Company’s Information Technology operations (the IT Plan). The second plan related to restructuring the property and casualty segments and Life Operations, discontinuation of the variable life and annuity business and consolidation of real estate locations (the 2001 Plan).

The overall goal of the IT Plan was to improve technology for the underwriting function and throughout the Company and to eliminate inefficiencies in the deployment of IT resources. The changes facilitated a strong focus on enterprise-wide system initiatives. The IT Plan had two main components, which included the reorganization of IT resources into the Technology and Operations Group with a structure based on centralized, functional roles and the implementation of an integrated technology roadmap that included common architecture and platform standards that directly support the Company’s strategies.

As summarized in the following table, during 2001, the Company incurred $62 million pretax, or $40 million after-tax, of restructuring and other related charges for the IT Plan. During 2002, $4 million pretax, or $3 million after-tax, of this accrual was reduced.

In connection with the IT Plan, after the write-off of impaired assets, the Company accrued $30 million of restructuring and other related charges in 2001 (the IT Plan Initial Accrual).

These charges primarily related to $29 million of workforce reductions of approximately 260 positions gross and net and $1 million of other costs.

The following table summarizes the IT Plan Initial Accrual and the activity in that accrual during 2001 and 2002.

Through December 31, 2002, 249 employees were released due to the IT Plan, nearly all of whom were technology support staff. In December of 2002, the accrual was reduced by $4 million in the Corporate and Other segment primarily related to employee termination costs. The remaining $5 million of the accrual relating to employee termination and related benefit costs is expected to be paid through 2005.

The overall goal of the 2001 Plan was to create a simplified and leaner organization for customers and business partners. The major components of the plan included a reduction in the number of strategic business units (SBUs) in the property and casualty operations, changes in the strategic focus of the Life Operations and Group Operations and consolidation of real estate locations. The reduction in the number of property and casualty SBUs resulted in consolidation of SBU functions, including underwriting, claims, marketing and finance. The strategic changes in Group Operations included a decision to discontinue the variable life and annuity business.

As summarized in the following table, during 2001, the Company incurred $189 million pretax, or $125 million after-tax, of restructuring and other related charges for the 2001 Plan. During 2002, $32 million pretax, or $21 million after-tax, of this accrual was reduced.

All lease termination costs and impaired asset charges, except lease termination costs incurred by operations in the United Kingdom and software write-offs incurred by Life Operations, were charged to the Corporate and Other segment because office closure and consolidation decisions were not within the control of the other segments affected. Lease termination costs incurred in the United Kingdom relate solely to the operations of CNA Re. All other charges were recorded in the segment benefiting from the services or existence of an employee or an asset.

In connection with the 2001 Plan, the Company accrued $189 million of these restructuring and other related charges (the 2001 Plan Initial Accrual). These charges include employee termination and related benefit costs, lease termination costs, impaired asset charges and other costs.

The following table summarizes the 2001 Plan Initial Accrual and the activity in that accrual during 2001 and 2002.

The 2001 Plan charges incurred and accrued by Standard Lines were $40 million in 2001, related entirely to employee termination and related benefit costs for planned reductions in the workforce of 1,063 positions gross and net, of which $27 million related to severance and outplacement costs and $13 million related to other salary costs. Through December 31, 2002, approximately 882 employees net were released due to the 2001 Plan. Approximately 39% of these employees were administrative, technology or financial support staff; approximately 52% of these employees were underwriters, claim adjusters and related insurance services staff; and approximately 9% of these employees were in various other positions. During December of 2002, $8 million of accrual was reduced primarily due to successful redeployment of employees to other positions within the organization. An accrual of $1 million remained at December 31, 2002 relating to employee termination costs which will be paid in 2003.

The 2001 Plan charges incurred and accrued by Specialty Lines were $7 million in 2001, related entirely to employee termination and related benefit costs for planned reductions in the workforce of 177 positions gross and net, of which $5 million related to severance and outplacement costs and $2 million related to other salary costs. Through December 31, 2002, approximately 126 employees net were released due to the 2001 Plan. Approximately 26% of these employees were administrative, technology or financial support staff; approximately 63% of these employees were underwriters, claim adjusters and related insurance services staff; and approximately 11% of these employees were in various other positions. During December of 2002, the accrual was reduced by $1 million. An accrual of $1 million remained at December 31, 2002 relating to employee termination costs which will be paid in 2003.

The 2001 Plan charges incurred and accrued by CNA Re were $6 million. Costs related to employee termination and related benefit costs for planned reductions in the workforce of 33 positions gross and net, amounted to $2 million, all of which related to severance and outplacement costs. Payments of $1 million were made in 2002 for approximately 15 employees net released through December 31, 2002 due to the 2001 Plan. The remaining $4 million of charges incurred by CNA Re related to lease termination costs. Approximately $1 million was paid in 2002 related to lease termination costs. As a result of the sale of CNA Re U.K., the remaining accrual related to CNA Re of $4 million was reduced. See the Investments section of the MD&A for further details.

Approximately 28% of these employees were administrative, technology or financial support staff; and approximately 72% of these employees were underwriters, claim adjusters and related insurance services staff. Other costs of $35 million in Group Operations relate to a write-off of deferred acquisition costs on inforce variable life and annuity contracts, as the company believes that the decision to discontinue these products will negatively impact the persistency of the business.

The 2001 Plan charges incurred and accrued by Life Operations were $12 million. Costs related to employee termination and related benefit costs for planned reductions in workforce of 207 positions gross and net, amounted to $3 million, which related primarily to severance and outplacement costs. Through December 31, 2002, approximately 144 employees net were released due to the 2001 Plan. Approximately 23% of these employees were administrative, technology or financial support staff; approximately 65% of these employees were underwriters, claim adjusters and related insurance services staff; and approximately 12% of these employees were in various other positions. Life Operations incurred and accrued $9 million of impaired asset charges related to software in 2001. In December of 2002, the remaining $1 million of this accrual was reduced.

The 2001 Plan charges incurred and accrued by the Corporate and Other segment were $82 million. Costs related to employee termination and related benefit costs for planned reductions in the workforce of 194 positions gross and net, amounted to $9 million, of which $6 million related to severance and outplacement costs and $3 million related to other salary costs. Through December 31, 2002, 157 employees net were released due to the 2001 Plan. Approximately 63% of these employees were administrative, technology or financial support staff; approximately 28% of these employees were underwriters, claim adjusters and related insurance services staff; and approximately 9% of these employees were in various other positions. In December of 2002, $1 million of the accrual was reduced for employee termination and related benefit costs. The Corporate and Other segment also incurred $73 million of lease termination and asset impairment charges related to office closure and consolidation decisions not within the control of the other segments affected. Additionally, $7 million was reversed and included in 2002 net income relating to lease obligations and $14 million relating to impaired asset charges. The Company’s original plan contained a timeline to consolidate and reduce the number of office locations. Due to unfavorable conditions in the commercial real estate market, certain office relocations and consolidations occurred later than planned. As a result of such delays, a portion of the planned leasehold write-offs and vacant office space were expensed as period costs, resulting in an excess initial accrual. Of the remaining $36 million accrual relating to lease termination costs and impaired asset charges, approximately $18 million is expected to be paid in 2003.

At December 31, 2001, an accrual of $1 million for lease termination costs remained related to the August 1998 restructuring (1998 Plan). In December of 2002, this accrual was reduced.

The Company maintains reserves to cover its estimated ultimate unpaid liability for claim and claim adjustment expenses and future policy benefits, including the estimated cost of the claims adjudication process, for claims that have been reported but not yet settled and claims that have been incurred but not reported. Claim and claim adjustment expense and future policy benefit reserves are reflected as liabilities on the Consolidated Balance Sheets under the heading “Insurance Reserves.” Changes in estimates of Insurance Reserves are reflected in the Company’s Consolidated Statements of Operations, in the period in which the change arises.

The level of Insurance Reserves maintained by the Company represents management’s best estimate, as of a particular point in time, of what the ultimate settlement and administration of claims will cost based on its assessment of facts and circumstances known at that time. Insurance Reserves are not an exact calculation of liability but instead are estimates that are derived by the Company, generally utilizing a variety of actuarial reserve estimation techniques, from numerous assumptions and expectations about future events, both internal and external, many of which are highly uncertain. Some of the many uncertain future events about which the Company makes assumptions and estimates are claims severity, frequency of claims, mortality, morbidity, expected interest rates, economic inflation, the impact of underwriting policy and claims handling practices and the lag time between the occurrence of an insured event and the time it is ultimately settled (referred to in the insurance industry as the “tail”).

The Company’s experience has been that the inherent uncertainties of estimating Insurance Reserves are generally greater for casualty coverages (particularly long-tail casualty risks such as APMT losses) than for property coverages. Estimates of the cost of future APMT claims are highly complex and include an assessment of, among other things, whether certain costs are covered under the policies and whether recovery limits apply, allocation of liability among numerous parties, some of whom are in bankruptcy proceedings, inconsistent court decisions and developing legal theories and tactics of plaintiffs’ lawyers. Reserves for property-related catastrophes, both natural disasters and man-made catastrophes such as terrorist acts, are also difficult to estimate. See the discussion of the Second Quarter 2001 Prior Year Reserve Strengthening, the WTC Event, and Environmental Pollution and Mass Tort and Asbestos Reserves in the MD&A for further information.

In addition to the uncertainties inherent in estimating APMT and catastrophe losses, the Company is subject to the uncertain effects of emerging or potential claims and coverage issues, which arise as industry practices and legal, judicial, social, and other environmental conditions change. These issues can have a negative effect on the Company’s business by either extending coverage beyond the original underwriting intent or by increasing the number or size of claims. Either development could require material increases in claim and claim adjustment expense reserves. Examples of emerging or potential claims and coverage issues include: (i) increases in the number and size of water damage claims related to expenses for testing and remediation of mold conditions; (ii) increases in the number and size of claims relating to injuries from medical products, and exposure to lead and radiation related to cellular phone usage; (iii) expected increases in the number and size of claims relating to accounting and financial reporting, including director and officer and errors and omissions insurance claims, in an environment of major corporate bankruptcies; and (iv) a growing trend of plaintiffs targeting insurers in class action litigation relating to claims-handling and other practices. The future impact of these and other unforeseen emerging or potential claims and coverage issues is extremely hard to predict and could materially adversely affect the adequacy of the Company’s claim and claim adjustment expense reserves and could lead to future reserve additions.

The Company’s current Insurance Reserve levels reflect management’s best estimate of the Company’s ultimate claims and claim adjustment expenses and future policy benefits at December 31, 2002, based upon known facts and current law. However, in light of the many uncertainties associated with making the estimates and assumptions necessary to establish reserve levels, the Company reviews its reserve estimates on a regular and ongoing basis and makes changes as experience develops. The Company may in the future determine that its recorded Insurance Reserves are not sufficient and may increase its reserves by amounts that may be material, which could materially adversely affect the Company’s business and financial

condition. Any such increase in reserves would be recorded as a charge against the Company’s earnings for the period in which the change in estimate arises.

The following table presents estimated volatility in carried claim and claim adjustment loss reserves for the property and casualty segments.

The estimated volatility noted above does not represent a range around the actuarial point estimate of the Company’s gross loss reserves, and it does not represent the range of all possible outcomes. The volatility represents an estimate of the inherent volatility associated with estimating loss reserves for the specific type of business written by each segment. The primary characteristics influencing the estimated level of volatility are the length of the claim settlement period, changes in medical and other claim costs, changes in the level of litigation or other dispute resolution processes, changes in the legal environment and the potential for different types of injuries emerging. Ceded reinsurance arrangements may reduce the volatility. Since ceded reinsurance arrangements vary by year, volatility in gross reserves may not result in comparable impacts to underwriting income or equity.

The Company’s insurance loss reserves are recorded at management’s best estimate, which is based on the reviews and analyses performed by the Company’s actuaries and management’s judgment as to the responsiveness of these reviews and analyses to the factors affecting the Company’s loss and loss adjustment expense loss reserves. Management considers factors such as changes in inflation, changes in claims handling and case reserving, changes in underwriting and pricing, and changes in the legal environment. Management considers different specific factors for each situation since the factors affect each type of business differently.

CNA and the insurance industry incurred substantial losses related to the WTC event. For the most part, the Company believes the industry was able to absorb the loss of capital from these losses, but the capacity to withstand the effect of any additional terrorism events was significantly diminished.

from date of enactment to December 31, 2002 (the Transition Period) to 7% during the first subsequent calendar year, 10% in year two and 15% in year three. For losses in excess of a company’s deductible, the Federal Government will cover 90% of the excess losses, while companies retain the remaining 10%. Losses covered by the program will be capped annually at $100 billion; above this amount, insurers are not liable for covered losses and Congress is to determine the procedures for and the source of any payments. Amounts paid by the Federal Government under the program over certain phased limits are to be recouped by the Department of the Treasury through policy surcharges, which cannot exceed 3% of annual premium.

Standard Lines works with an independent agency distribution system and network of brokers to market a broad range of property and casualty insurance products and services to small, middle-market and large businesses. The Standard Lines operating model focuses on underwriting performance, exposure based pricing, relationships with selected distribution sources and understanding customers.

Property and Casualty (P&C) provides standard property and casualty insurance products such as workers compensation, general and product liability, property and commercial auto coverage through traditional and innovative advanced financial risk products to a wide range of

businesses. The majority of P&C customers are small and middle-market businesses, with less than $1 million in annual insurance premiums. Most insurance programs are provided on a guaranteed cost basis; however, P&C has the capability to offer specialized, loss-sensitive insurance programs to those risks viewed as higher risk and less predictable in exposure.

P&C’s field structure consists of 68 branch locations in 63 cities. Each branch provides the marketing, underwriting and risk control expertise on the entire portfolio of products. In addition, these branches provide streamlined claim services utilizing the same regional structure. A centralized processing center for small and middle-market customers, located in Maitland, Florida, handles policy processing and accounting, and also acts as a call center to optimize customer service. The branches and processing center are all located in the United States.

Also, Standard Lines, primarily through RSKCo^SM, provides total risk management services relating to claim services, risk control, cost management and information services to the commercial insurance marketplace.

Excess & Surplus (E&S) provides specialized insurance and other financial products for selected commercial risks on both an individual customer and program basis. Risks insured by E&S are generally viewed as higher risk and less predictable in exposure than those covered by standard insurance markets. E&S’s products are distributed throughout the United States through specialist producers, program agents, and P&C’s agents and brokers. The target market for these specialized programs are large accounts within Fortune 1000 businesses. E&S has specialized underwriting and claim resources in Chicago, New York, Denver and Columbus.

The 2001 adjusted underwriting loss and adjusted ratios exclude the impact of the second quarter 2001 reserve strengthening, the WTC event, both net of the related benefit of corporate aggregate reinsurance treaties, and restructuring and other related charges.

Net operating income was $197 million in 2002 as compared with a net operating loss of $451 million in 2001. The after-tax impact of the second quarter 2001 reserve strengthening, net of the related corporate aggregate reinsurance treaty benefit, was $621 million for Standard Lines. The reserve strengthening related primarily to commercial multiple-peril, general liability, commercial automobile liability coverages, large account liability coverages and related retrospective premium accruals. The strengthening was based upon detailed claim reviews, assessments of legal developments affecting these coverages and actuarial analyses completed in the second quarter of 2001. In response to the adverse trends indicated by the reviews, changes were made to more closely involve legal counsel on claims affected by legal developments and to discontinue writing classes of business where adequate pricing could not be achieved for the exposure.

In addition to the impact of the second quarter 2001 reserve strengthening, net operating results in 2001 include $50 million related to the WTC event and $30 million for restructuring and other related charges. Excluding these 2001 significant items, net operating results declined $53 million in 2002 as compared with 2001. This decrease was due primarily to decreased net investment income, principally as a result of a $34 million decline in limited partnership income. This decline was partially offset by improved underwriting results, and a $5 million after-tax reduction of the accrual for restructuring and other related charges in 2002.

The combined ratio decreased 2.7 points for 2002 as compared with 2001, and underwriting results improved by $65 million as compared with the underwriting results for the same period in 2001. This change was due to decreases in the expense and dividend ratios, partially offset by an increase in the loss ratio. The loss ratio increased 3.0 points due principally to increased costs of the Company’s reinsurance programs in 2002 as compared with a significant benefit from reinsurance in 2001, including a benefit related to corporate aggregate reinsurance treaties from core operations which was recorded primarily on increased 2001 accident year losses for the workers compensation line of business.

Partially offsetting these declines were both improved current gross accident year loss ratios and favorable net reserve development in 2002. Favorable net reserve development, including premium development, of $154 million was recorded in 2002 as compared with unfavorable net reserve development of $24 million recorded in 2001, excluding the second quarter 2001 reserve strengthening. The gross carried claim and claim adjustment expense reserve was $11,576 million and $12,854 million at December 31, 2002 and 2001. The net carried claim and claim adjustment expense reserve was $7,262 million and $7,788 million at December 31, 2002 and 2001.

Approximately $140 million of favorable prior year reserve development was attributable to participation in the Workers Compensation Reinsurance Bureau (WCRB), a reinsurance pool, and residual markets. The favorable prior year reserve development for WCRB was the result of information received from the WCRB that reported the results of a recent actuarial review. This information indicated that the Company’s net required reserves for accident years 1970 through 1996 were $60 million less than the carried reserves. In addition, during 2002, the Company commuted accident years 1965 through 1969 for a payment of approximately $5 million to cover carried reserves of approximately $13 million, resulting in further favorable reserve development of $8 million. The favorable residual market prior year reserve development was the result of lower than expected paid loss activity during recent

periods for accident years dating back to 1984. The paid losses during 2002 on prior accident years were approximately 60% of the previously expected amount.

In addition, Standard Lines had favorable prior year reserve development, primarily in the package liability and auto liability lines of business due to new claims initiatives. These new claims initiatives, which included specialized training on specific areas of the claims adjudication process, enhanced claims litigation management, enhanced adjuster-level metrics to monitor performance and more focused metric-based claim file review and oversight, are expected to produce significant reductions in ultimate claim costs. Based on management’s best estimate of the reduction in ultimate claim costs, approximately $100 million of favorable prior year reserve development was recorded in the third quarter of 2002. Approximately one-half of this favorable reserve development was recorded in accident years prior to 1999, with the remainder of the favorable reserve development recorded in accident years 1999 to 2001. Additional favorable reserve development may be recorded in the future as management continues to monitor these estimates and as additional evidence becomes available to measure the effectiveness of the claim cost containment initiatives and management’s corresponding estimate of such expected ultimate claim cost reductions. While management believes that the estimate of ultimate claim cost reductions as a result of the claim cost containment initiatives is reasonable, there can be no assurance that the ultimate expected claim cost reductions will be achieved, or that any additional favorable development will be recorded as a result of the claim cost containment initiatives described above.

Approximately $50 million of favorable prior year reserve development during 2002 was recorded in commercial automobile liability. Most of the favorable development was from accident year 2000. An actuarial review completed during 2002 showed that underwriting actions have resulted in reducing the number of commercial automobile liability claims for recent accident years, especially the number of large losses.

Approximately $45 million of favorable reserve development was recorded in property lines during 2002. The favorable reserve development was principally from accident years 1999 through 2001, and was the result of the low number of large losses in recent years. Although property claims are generally reported relatively quickly, determining the ultimate cost of the claim can involve a significant amount of time between the occurrence of the claim and settlement.

Offsetting these favorable reserve developments were approximately $100 million of unfavorable reserve development in middle market workers compensation, approximately $70 million of unfavorable reserve development in programs written in CNA E&S, approximately $30 million of unfavorable reserve development on a contractors account package policy program and approximately $20 million of unfavorable development on middle market general liability coverages.

The unfavorable reserve development on workers compensation was principally due to additional reinsurance premiums for accident years 1999 through 2001.

A CNA E&S program, covering facilities that provide services to developmentally disabled individuals, accounts for approximately $50 million of the unfavorable reserve development. The development is due to an increase in the size of known claims and increases in policyholder defense costs. These increases became apparent as the result of an actuarial review completed during 2002, with most of the development from accident years 1999 and 2000. The other program, which contributed to the CNA E&S development, covers tow truck and ambulance operators in the 2000 and 2001 accident years. This program was

started in 1999. The Company expected that loss ratios for this business would be similar to its middle market commercial automobile liability business. Reviews completed during the year resulted in estimated loss ratios on the tow truck and ambulance business that are 25 points higher than the middle market commercial automobile liability loss ratios.

The unfavorable reserve development on contractors account package policies was the result of an actuarial review completed during 2002. Since this program is no longer being written, the Company expected that the change in reported losses would decrease each quarterly period. However, in recent quarterly periods, the change in reported losses has been higher than prior quarters, resulting in the unfavorable reserve development.

The expense ratio decreased 4.2 points as a result of decreased acquisition expenses, principally due to reduction in accruals for certain insurance-related assessments resulting from changes in the regulatory basis on which the assessments were calculated. Furthermore, the expense ratio decreased due to reduced head count as a result of the 2001 Plan and increased net earned premium base. The dividend ratio decreased 1.5 points primarily due to favorable current accident year dividends.

Net written premiums for Standard Lines increased $1,036 million in 2002 as compared with 2001. Included in the 2001 net written premiums were $830 million of ceded premiums related to corporate aggregate reinsurance treaties, additional ceded premiums arising from both the second quarter 2001 reserve strengthening and the WTC event, and a change in estimate for involuntary market premium accruals. Excluding these 2001 significant premium items, net written premiums increased $206 million primarily as a result of strong rate increases, increased new business and lower ceded premiums.

Net earned premiums increased $1,545 million in 2002 as compared with 2001. Included in the 2001 net earned premiums were $1,195 million of ceded premiums related to corporate aggregate reinsurance treaties, additional ceded premiums and a change in estimate for retrospective premium accruals arising from the second quarter 2001 reserve strengthening, additional ceded premiums arising from the WTC event, and a change in estimate for involuntary market premium accruals. Excluding these 2001 significant premium items, net earned premiums increased $350 million primarily as a result of the increases in net written premiums as described above.

Standard Lines achieved average rate increases of 27%, 17% and 13% in 2002, 2001 and 2000 for the contracts that renewed during these years and had retention rates of 68%, 76% and 68% for those contracts that were up for renewal.

The net operating loss was $451 million in 2001 as compared with net operating income of $205 million in 2000. Included in the 2001 results were $621 million related to the second quarter 2001 reserve strengthening, $50 million related to the WTC event and $30 million for restructuring and other related charges. Excluding these significant items, net operating results increased $45 million due to improved underwriting results across most lines, except workers compensation. Net operating income in 2000 benefited from a reduction of accruals for certain insurance-related assessments due to changes in the basis on which the assessments were calculated. The after-tax impact of this change was $60 million in 2000. This improvement was partially offset by decreased net investment income, principally as a result of a $69 million

decline in limited partnership income and increased interest expense for finite reinsurance other than corporate aggregate reinsurance treaties.

The combined ratio decreased 5.7 points in 2001 as compared with 2000, and the underwriting results improved $270 million. The change in the underwriting results and the combined ratio was driven by a decrease in the loss ratio, partially offset by increases in both the expense and dividend ratios. The loss ratio decline of 11.4 points reflects lower prior year adverse loss reserve development, excluding the second quarter 2001 reserve strengthening, and improved current year underwriting results across most lines, particularly the automobile and package lines, due to earned rate achievement and re-underwriting efforts undertaken in 2000. The expense ratio increased 4.5 points due primarily to the reduced net earned premium base in 2001, an increase in the accrual for guarantee fund assessments related to the Reliance insolvency and the decreased benefit from the change in the assessment base for certain insurance-related assessments discussed above. These declines were partially offset by lower acquisition expenses due to higher ceding commissions. The dividend ratio increased 1.2 points due primarily to adverse development in dividend reserves in 2001 compared with favorable reserve development recorded in 2000.

Net written premiums for Standard Lines decreased $906 million in 2001 as compared with 2000. Included in the 2001 net written premiums were $830 million of ceded premiums related to corporate aggregate reinsurance treaties, additional ceded premiums arising from both the second quarter 2001 reserve strengthening and the WTC event, and a change in estimate for involuntary market premium accruals. Excluding these 2001 significant premium items, net written premiums decreased $76 million primarily due to increased adverse premium development, excluding the second quarter 2001 reserve strengthening, increased ceded premiums for reinsurance treaties other than corporate aggregate reinsurance treaties and $119 million due to a change in the timing of recording written premiums for policies with future effective dates. The change for policies with future effective dates was made in conjunction with statutorily required changes in recording written premiums and had no impact on net earned premiums or net income. Partially offsetting these decreases was increased new business in the primary property and small and middle-market lines.

Net earned premiums decreased $1,518 million in 2001 as compared with 2000. Included in the 2001 net earned premiums were $1,195 million of ceded premiums related to corporate aggregate reinsurance treaties, additional ceded premiums and a change in estimate for retrospective premium accruals arising from the reserve strengthening, additional ceded premiums arising from the WTC event, and a change in estimate for involuntary market premium accruals. Excluding these 2001 significant premium items, net earned premiums decreased $323 million due primarily to the changes noted above in net written premiums.

Specialty Lines provides professional, financial and specialty domestic and international property and casualty products and services through a network of brokers, managing general agencies and independent agencies. Specialty Lines provides solutions for managing the risks of its clients, including architects, engineers, lawyers, healthcare professionals, financial intermediaries and corporate directors and officers. Product offerings also include surety and fidelity bonds and vehicle and equipment warranty services.

Specialty Lines includes the following business groups: Professional Liability Insurance, CNA Guaranty and Credit, Surety, CNA Global and Warranty.

Professional Liability Insurance (CNA Pro) provides management and professional liability insurance and risk management services, primarily in the United States. This unit provides professional liability coverages for architects and engineers, realtors, non-Big Four accounting firms and law firms. CNA Pro also has market positions in directors and officers, employment practices, fiduciary and fidelity coverages. Specific areas of focus include privately held firms and not-for-profit organizations where CNA offers products. Products within CNA Pro are distributed through brokers, agents and managing general underwriters.

CNA Pro, through CNA HealthPro, also offers insurance products to serve the healthcare delivery system. Products are distributed on a national basis through a variety of channels including brokers, agents and managing general underwriters. Key customer segments include long term care facilities, allied healthcare providers, dental professionals and mid-size and large healthcare facilities and delivery systems. Additionally, CNA HealthPro offers risk management consulting services to assist customers in managing quality of care risks associated with the delivery of healthcare. Claim services are provided to manage and resolve claims. In addition, Caronia Corporation, an affiliate of CNA HealthPro, provides third-party claims administration for healthcare providers and facilities.

CNA Guaranty and Credit provides credit insurance on short term trade receivables for domestic and international clients as well as reinsurance to insurers who provide financial guarantees to issuers of asset-backed securities, money market funds and investment-grade corporate debt securities. The Guaranty business underwritten by CNA’s insurance affiliates excluding CNA’s ownership interest in R.V.I. Guaranty Co. Ltd. (RVI), an unconsolidated affiliate, is currently in run-off. The Credit business underwritten by CNA’s insurance affiliates was sold on December 31, 2002; however all inforce business and reserves at the date of sale were retained by CNA. The run-off of these businesses will occur over several years.

RVI is the largest monoline residual value insurer in the world, offering coverages to protect the insured against a decrease in the market value of a properly maintained asset at the termination of a lease.

Surety consists primarily of CNA Surety Corporation (CNA Surety), and its insurance subsidiaries. CNA Surety is traded on the New York Stock Exchange (SUR) and is the largest publicly traded provider of surety bonds, with approximately 9.6% of that market, based upon 2001 A.M. Best written premium data. CNA Surety offers small, medium and large contract and commercial surety bonds. CNA Surety provides surety and fidelity bonds in all 50 states through a combined network of approximately 34,000 independent agencies. CNA owns approximately 64% of CNA Surety.

Marine serves domestic and global ocean marine needs, with markets extending across North America, Europe and throughout the world. Marine offers hull, cargo, primary and excess marine liability, marine claims and recovery products and services. Business is sold through national brokers, regional marine specialty brokers and independent agencies.

Global Standard Lines is responsible for coordinating and managing the direct business of CNA’s overseas property and casualty operations. This business identifies and capitalizes on

strategic indigenous opportunities and currently has operations in Hawaii, Europe, Latin America and Canada.

Warranty provides warranty services that protect individuals and businesses from the financial burden associated with breakdown, under-performance or maintenance of a product. Products are distributed via a sales force employed or contracted through a program administrator. Warranty consists primarily of CNA National Warranty Corporation, which sells vehicle warranty services in the United States and Canada.

*The 2001 adjusted underwriting loss and adjusted ratios exclude the impact of the second quarter 2001 reserve strengthening, the WTC event, both net of the related benefit of corporate aggregate reinsurance treaties, and restructuring and other related charges.

Net operating income was $28 million in 2002 as compared with a net operating loss of $329 million in 2001. The after-tax impact of the second quarter 2001 reserve strengthening on Specialty Lines was $275 million. The reserve strengthening related primarily to medical malpractice and national for-profit nursing home chains with exposure in Florida and Texas. This strengthening was necessitated by the continuing emergence of reported losses in excess of expectations and a thorough review of claim exposures. In response to these adverse trends, Specialty Lines withdrew from writing these coverages in certain states and instituted necessary rate increases. Additionally, reserve strengthening related to the marine business resulted from an increase in large claim frequency in marine cargo and hull coverages for accident years 1998 through 2000. Specialty Lines also strengthened reserves due to higher than expected losses arising from the high-hazard commercial auto business. Specialty Lines has taken rate action and reduced its exposure to unprofitable marine cargo and hull classes of business and has exited the high hazard commercial auto business.

Net operating results in 2001 were adversely impacted by $12 million of estimated losses related to the WTC event and $6 million for restructuring and other related charges. Excluding these 2001 significant items, net operating results increased $64 million for 2002 as compared with 2001. This increase was due primarily to an improvement in the 2002 underwriting results and the better alignment of premium earnings with the emergence of claims in the vehicle warranty line of business, which reduced operating results in 2001, and a $1 million after-tax reduction of the accrual for restructuring and other related charges in 2002 partially offset by a decline in net investment income, including a $13 million decline in limited partnership income.

Favorable reserve development of $13 million after-tax was recorded in 2002 in relation to the Enron exposures previously recorded as a charge of $30 million after-tax related to the bankruptcy filing of certain Enron entities in 2001. These charges consisted of $17 million after-tax of losses in connection with surety exposures, including advance payment obligations bonds and $13 million after-tax of other operating expenses in connection with collateralized debt obligations, a credit enhancement product. Additionally, the underwriting results for the London-based commercial and marine operations were unfavorable in 2001 as compared with 2002.

The combined ratio decreased 6.9 points in 2002 as compared with 2001, and the underwriting results improved $107 million as compared with the underwriting results for 2001. The change in the underwriting results and the combined ratio was driven by a decrease in the expense and dividend ratios, partially offset by an increase in the loss ratio. The loss ratio increased 1.8 points due principally to increased unfavorable net reserve development recorded in 2002. Partially offsetting these declines were improved current gross accident year loss ratios and rate increases across the entire book of business and the increased benefit related to additional cessions to the CCC Cover as a result of the prior year reserve development recorded in the third quarter of 2002. Net unfavorable reserve development, including premium development, of $137 million was recorded in 2002 as compared to unfavorable net reserve development of $46 million recorded in 2001, excluding the second quarter 2001 reserve strengthening. The gross carried reserve was $5,874 million and $5,668 million at December 31, 2002 and 2001. The net carried reserve was $3,373 million and $3,461 million at December 31, 2002 and 2001.

Unfavorable prior year reserve development of approximately $180 million was recorded for CNA HealthPro in 2002 and was driven principally by medical malpractice excess products provided to hospitals and physicians and coverages provided to long term care facilities, principally national for-profit nursing homes. Approximately $100 million of the prior year unfavorable reserve development was related to assumed excess products and loss portfolio transfers, and was primarily driven by unexpected increases in the number of excess claims in accident years 1999 and 2000. The percentage of total claims greater than $1 million has increased by 33%, from less than 3% of all claims to more than 4% of all claims. CNA HealthPro no longer writes assumed excess products and loss portfolio transfers.

Approximately $50 million of the prior year unfavorable reserve development was related to long term care facilities. The development was principally recorded for accident years 1997 through 2000. The average value of claims closed during the first several months of 2002 increased by more than 50% when compared to claims closed during 2001. In response to those trends, CNA HealthPro has reduced its writings of national for-profit nursing home chains. Excess products provided to healthcare institutions and physician coverages in a limited number of states were responsible for the remaining development in CNA HealthPro. The unfavorable reserve development on excess products provided to institutions for accident years 1996 through 1999 resulted from increases in the size of claims experienced by these institutions. Due to the increase in the size of claims, more claims were exceeding the point at which these

excess products apply. The unfavorable reserve development on physician coverages was recorded for accident years 1999 through 2001 in Oregon, California, Arizona and Nevada. The average claim size in these states has increased by 20%, driving the change in losses.

The marine business recorded unfavorable reserve development of approximately $65 million during 2002. Approximately $50 million of this unfavorable reserve development was due to participation in voluntary pools. About half of the reserve development was recorded in accident years 1999 and 2000 with the remainder attributable to accident years prior to 1999. The reserves were based on recommendations provided by the pools. Participation in many of these pools has been discontinued. The remaining reserve development for the Marine business was due principally to unfavorable reserve development on hull and liability coverages from accident years 1999 and 2000 offset by favorable reserve development on cargo coverages recorded for accident year 2001. Reviews completed during 2002 showed additional reported losses on individual large accounts and other bluewater business that drove the unfavorable hull and liability reserve development. These additional losses during the first nine months of 2002 for accident years 1999 and 2000 were almost 75% higher than the provision that had been established at the end of 2001.

Offsetting the unfavorable reserve development was favorable development in CNA Pro and for Enron related exposures. Programs providing professional liability coverage to accountants, lawyers and realtors primarily drove favorable prior year reserve development of approximately $110 million in CNA Pro. Reviews of this business completed during 2002 have shown little activity for older accident years (principally prior to 1999), which reduced the need for reserves on these years. The reported losses on these programs for accident years prior to 1999 increased by approximately $5 million during 2002. This increase compared to the total reserve at the beginning of 2002 of approximately $180 million, net of reinsurance. Additionally, favorable reserve development of $20 million was associated with the Enron settlement. The Company had established a $20 million reserve for accident year 2001 for an excess layer associated with Enron related surety losses; however the case has settled for less than the attachment point of this excess layer. Also recorded in 2001 was reserve strengthening for the London-based commercial and marine operations and losses related to Enron entities as discussed above.

The expense ratio decreased 8.6 points as a result of the increase in earned premium base and the 2001 write-off of unrecoverable deferred acquisition costs in the vehicle warranty line of business and lower underwriting expenses due to decreased staff levels as a result of the 2001 Plan, and other expense reduction initiatives.

Net written premiums for Specialty Lines increased $432 million in 2002 as compared with 2001. Included in 2001 net written premiums were $68 million of ceded premium related to corporate aggregate reinsurance treaties, additional ceded premiums arising from both the reserve strengthening and WTC event, and a change in estimate for involuntary market premium accruals. Excluding these 2001 significant premium items, net written premiums increased $364 million primarily as a result of growth in most lines of business, including CNA Pro and Global, due to strong rate increases and increased new business.

Net earned premiums increased $282 million in 2002 as compared with 2001. Included in 2001 net earned premiums were $82 million related to corporate aggregate reinsurance treaties, additional ceded premiums and a change in estimate for retrospective premium accruals arising from the reserve strengthening, additional ceded premiums arising from the WTC event and a change in estimate for involuntary market premium accruals. Excluding these 2001 significant premium items, net earned premiums increased $200 million primarily as a result of the increases in net written premiums as noted above.

Specialty Lines achieved average rate increases of 26%, 13% and 5% in 2002, 2001 and 2000 for the contracts that renewed during these years and had retention rates of 76%, 78% and 78% for those contracts that were up for renewal. The retention rates above apply to Specialty Lines excluding the CNA Guaranty and Credit, Surety and Warranty businesses.

The net operating loss was $329 million in 2001 as compared with net operating income of $196 million in 2000. Included in the 2001 results were $275 million related to the second quarter 2001 reserve strengthening, $12 million related to the WTC event and $6 million for restructuring and other related charges.

Excluding these significant items, net operating results decreased $232 million for 2001 as compared with 2000. This decrease was due primarily to unfavorable 2001 underwriting results for the London-based commercial and marine operations compared to 2000 and $30 million of after-tax losses related to Enron, as described above, in the fourth quarter of 2001. Additionally, net operating results declined as a result of the write-off of unrecoverable deferred acquisition costs and better alignment of premium earnings patterns with the emergence of claims in the vehicle warranty line of business, a decreased benefit from the use of finite reinsurance and decreased net investment income, principally resulting from a $29 million decline in limited partnership income.

The combined ratio increased by 12.8 points in 2001 as compared with 2000 and the underwriting results declined by $247 million. This change is due to increases in both the loss and expense ratios. The loss ratio increased 8.1 points primarily as a result of losses related to Enron, favorable loss reserve development recorded in 2000 for the architects and engineers business not present in 2001, and unfavorable underwriting results in global and marine lines related to the current accident year reserve strengthening discussed above. The increase in the expense ratio is due primarily to the write-off of unrecoverable deferred acquisition costs in the vehicle warranty line of business and increased expenses in the European operations.

Net written premiums for Specialty Lines increased $19 million in 2001 as compared with 2000. Included in 2001 net written premiums were $68 million related to corporate aggregate reinsurance treaties, additional ceded premiums arising from both the reserve strengthening and WTC event, and a change in estimate for involuntary market premium accruals. Excluding these 2001 significant premium items, net written premiums increased $87 million primarily as a result of strong production in coverage for law firms, long term care, and architects and engineers products as well as increased rate achievement in Europe, primarily in property lines and decreased ceded premiums related to finite reinsurance for the medical professional liability lines. Partially offsetting these increases was $77 million resulting from additional ceded premiums related to core corporate aggregate reinsurance treaties, as well as declines in the warranty and guaranty lines. Net written premiums also decreased $23 million due to a change in the timing of recording written premiums for policies with future effective dates. This change

was made in conjunction with statutorily required changes in recording written premiums and has no impact on net earned premiums or net income.

Net earned premiums increased $49 million in 2001 as compared with 2000. Included in 2001 net earned premiums were $82 million related to corporate aggregate reinsurance treaties, additional ceded premiums and a change in estimate for retrospective premium accruals arising from the reserve strengthening, additional ceded premiums arising from the WTC event and a change in estimate for involuntary market premium accruals. Excluding these 2001 significant premium items, net earned premiums increased $131 million related primarily to the reasons noted above as well as the reserve for retrospective premium increase recorded in 2000.

CNA Re offers treaty, facultative, and financial reinsurance, and operates primarily in the United States and select global markets as a reinsurer in the broker market for treaty products and in the direct market for facultative products.

Both treaty and facultative operations are headquartered in Chicago. CNA Re also operates Facultative branch offices in Atlanta, Chicago, Cleveland, Dallas, Hartford, New York, Philadelphia and Phoenix.

CNA Re’s operations also included the business of CNA Re U.K., a United Kingdom reinsurance company. On October 31, 2002, the Company completed the sale of CNA Re U.K. to Tawa UK Limited (Tawa), a subsidiary of the Artemis Group, a diversified French-based holding company. The sale includes business underwritten since inception by CNA Re U.K., except for certain risks retained by Continental Casualty Company (CCC). See the Investments section of the MD&A for further details of the sale of CNA Re U.K. CNA Re’s U.K. subsidiaries ceased new underwriting activities in the third quarter of 2001. This sale does not impact CNA Re’s on-going U.S.-based operations.

CNA Re markets products in the following Treaty business segments: standard lines, global catastrophe, specialty, surplus lines and financial reinsurance. In addition, CNA Re markets property and casualty facultative products directly to clients through its facultative offices as well as through smartfac.com, its on-line facultative submission site.

Net operating income was $65 million in 2002 as compared with a net operating loss of $622 million in 2001. The after-tax impact, net of the related corporate aggregate reinsurance treaty benefit, of the second quarter 2001 reserve strengthening on CNA Re was $346 million. The strengthening was based upon second quarter 2001 reviews that showed the emergence of higher than expected reported losses. The reserve strengthening related to a number of lines, including excess of loss liability and professional liability, in accident years 1997 to 2000.

Net operating results decreased $176 million in 2001 due to estimated losses related to the WTC event, net of related corporate aggregate reinsurance treaties benefit and $6 million for restructuring and other related charges. Excluding these 2001 significant items, net operating results improved $159 million for 2002 as compared with 2001. This increase was due to improved underwriting results and an increased benefit related to the additional cessions to CCC Cover as a result of the increase in WTC related losses recorded in the first quarter of 2002, as discussed below, partially offset by a decrease in net investment income, principally resulting from a $7 million decline in limited partnership income.

Additionally, net operating results in 2001 included a $160 million charge to strengthen prior underwriting year loss reserves for CNA Re U.K. There was no tax benefit related to this charge due to the inability to recover further tax benefits related to the underwriting losses of CNA Re U.K. Also included in 2001 were Enron-related losses of $22 million, primarily for reinsurance of surety obligations.

CNA Re’s cedants. Information that became available in the first quarter of 2002 resulted in CNA Re increasing its estimate of WTC event related premiums and losses on its property facultative and property catastrophe business. The impact of increasing the estimate of gross WTC event losses by $144 million was fully offset on a net of reinsurance basis (before the impact of the CCC Cover) by higher reinstatement premiums and a reduction of return premiums. Approximately $95 million of CNA Re’s net WTC loss estimate was attributable to CNA Re U.K., which was sold in 2002.

The combined ratio decreased 27.7 points in 2002 as compared with 2001, and underwriting results improved $194 million. The improvement in underwriting results and the combined ratio was driven by decreases in the loss and expense ratios. The loss ratio decrease of 19.9 points is principally due to lower net prior year reserve strengthening in 2002 as compared with 2001 and a net $32 million net underwriting benefit related to corporate aggregate reinsurance treaties recorded in 2002 and improved current accident year results. The 2001 net prior year reserve strengthening includes a $160 million after-tax charge to strengthen prior underwriting year reserves for CNA Re U.K. recorded in 2001. Net unfavorable reserve development, including premium development, of $43 million was recorded in 2002 as compared with $214 million of unfavorable development recorded in 2001, excluding the second quarter 2001 reserve strengthening. The gross carried reserve was $2,264 million and $4,644 million at December 31, 2002 and 2001. The net carried reserve was $1,362 million and $3,013 million at December 31, 2002 and 2001. At the sale date, the gross and net carried reserves related to CNA Re U.K. were $2,092 million and $1,316 million. At December 31, 2001, the gross and net carried reserves related to CNA Re U.K. were $2,367 million and $1,265 million.

The prior year reserve strengthening recorded in 2002 was the result of an actuarial review completed during 2002 and was primarily recorded in the directors and officers, professional liability errors and omissions, and surety lines of business. Several large losses, as well as continued increases in the overall average size of claims for these lines, have resulted in higher than expected loss ratios.

The expense ratio decreased 7.8 points primarily as a result of a shift in business mix resulting in lower commission rates and a reduction in underwriting expenses relative to the earned premium base.

Net written premiums for CNA Re increased $81 million in 2002 as compared with 2001. Included in 2001 net written premiums were $59 million related to corporate aggregate reinsurance treaties and additional ceded premiums arising from both the reserve strengthening and WTC event. These reductions in net written premiums were more than offset by $89 million of reinstatement premiums related to the WTC event. Excluding these 2001 significant premium items, net written premiums increased $111 million principally as a result of clients increasing their premium writings, achieved rate increases, an increase in new business and $25 million related to the sale of CNA Re U.K. These increases were partially offset by the 2001 decision to cease new and renewal business writings at CNA Re U.K. Net earned premiums increased $1 million in 2002 as compared with 2001.

The net operating loss was $622 million in 2001 as compared with net operating income of $92 million in 2000. Included in the 2001 results were $346 million related to the second quarter 2001 reserve strengthening, $176 million of losses related to the WTC event, net of related corporate aggregate reinsurance treaties benefit, and $6 million for restructuring and other

related charges. Excluding these significant items, net operating results decreased $186 million in 2001 as compared with 2000 due primarily to a $160 million charge to strengthen prior underwriting year reserves for CNA Re U.K. Additionally, net operating results decreased as a result of Enron-related losses of $22 million primarily for reinsurance of surety obligations, and decreased net investment income, including a $13 million decline in limited partnership income. These declines were partially offset by improved current accident year results.

The combined ratio increased 30.5 points in 2001 as compared with 2000 and the underwriting results declined $184 million. The change in the combined ratio and underwriting results is due to increases in both the loss and expense ratios. The loss ratio increased 19.2 points due to prior underwriting year adverse loss reserve development and Enron-related losses discussed above. Partially offsetting this increase was a decrease in losses as a result of improvement in the current accident year loss ratios in the domestic and U.K. operations. While operating expenses have decreased for 2001 as compared with 2000, the expense ratio has increased due to the reduced net earned premium base.

Net written premiums for CNA Re decreased $427 million in 2001 as compared with 2000. Included in 2001 net written premiums were $59 million related to corporate aggregate reinsurance treaties and additional ceded premiums arising from both the reserve strengthening and WTC event. These reductions in net written premiums were more than offset by $89 million of reinstatement premiums related to the WTC event. Excluding these 2001 significant premium items, net written premiums decreased $457 million as a result of $161 million of ceded premiums related to corporate aggregate reinsurance treaties and the announced intention to sell the U.K. subsidiaries. Net earned premiums decreased $448 million in 2001 as compared with 2000 related primarily to the reasons noted above.

Group Operations provides group life, group health insurance and investment products and services to employers, affinity groups and other entities that purchase insurance as a group.

Group Operations includes three principal business units: Group Benefits, Federal Markets and Institutional Markets and Other, which also includes results from businesses that CNA has exited; retail variable life and annuities and life reinsurance.

Group Benefits is in the employee benefits marketplace and offers group term life and accident insurance, short term and long term disability, statutory disability, long term care and specialty medical products and related services. Target employers range from small private companies to large public corporations. Specific areas of opportunity include the small case market as well as under-served industries. Products are marketed through a nationwide operation of 31 sales offices, third-party administrators, managing general agents and insurance consultants.

Federal Markets provided health insurance benefits to federal employees, retirees and their families, insuring nearly one million members under the National Postal Mail Handlers Union group benefits plan (the Mail Handlers Plan). On July 1, 2002, the Company sold its federal health plan administrator, Claims Administration Corporation, and transferred the Mail Handlers Plan to First Health Group. As a result of this transaction, the Company recognized a $7 million

pretax realized loss on the sale of Claims Administration Corporation and $15 million of pretax non-recurring fee income related to the transfer of the Mail Handlers Plan.

Institutional Markets and Other is a provider of annuities and investment products to pension plan sponsors and other institutional customers. The products include traditional and synthetic guaranteed investment contracts (GICs), indexed contracts, group annuities and funding agreements. CNA offers an Index 500 product, which is a guaranteed investment contract that is indexed to the performance of the Standard & Poor’s 500® (S&P 500 ®) Index.

Also within Group Operations is CNA Trust, a limited operations bank located in Costa Mesa, California, which provides full trustee and pension third-party administrative services to the under 500-life employer markets. Products include qualified and non-qualified plans and IRAs. Products are marketed through life insurers and mutual fund companies.

The variable products business was exited in the fourth quarter of 2001. During July 2002, the Company entered into an agreement, whereby The Phoenix Companies, Inc. acquired the variable life and annuity business of VFL through a coinsurance arrangement, with modified coinsurance on the separate accounts. The life reinsurance business was sold on December 31, 2000.

Net operating income increased by $82 million in 2002 as compared with 2001. Included in the 2001 results were $35 million related to the WTC event and $27 million related to restructuring and other related charges. Excluding these 2001 significant items, net operating results improved $20 million due primarily to growth in the disability and long term care products, increased net investment income and diminished losses due to the exit of unprofitable variable life and annuity lines of business. Net operating results also improved due to favorable reserve development relating to the WTC event of $4 million after-tax recorded in 2002. Partially offsetting these improvements was net unfavorable reserve strengthening in Group Benefits due to unfavorable mortality trends.

Net earned premiums for Group Operations decreased $1,051 million for 2002 as compared with 2001. This decline was due primarily to the transfer of the Mail Handlers Plan partially offset by an increase in premiums in the disability and long term care products within Group Benefits. Net earned premiums for the Mail Handlers Plan was $1,151 million as compared with $2,218 million in 2001. Deposits for Group Operations decreased $41 million for 2002 as compared with 2001 primarily due to reduced sales of S&P 500 ® contracts in Institutional Markets.

Group Operations achieved rate increases that averaged approximately 5%, 6% and 3% in 2002, 2001 and 2000 for the disability, accident and life lines of business within Group Benefits. Premium persistency rates were approximately 81%, 81% and 84% in 2002, 2001 and 2000.

Net operating income decreased by $63 million in 2001 as compared with 2000. Included in the 2001 results were $35 million related to the WTC event and $27 million related to restructuring and other related charges. Included in the restructuring and other related charges was a $23 million write-off of deferred acquisition costs on inforce variable life and annuity contracts as the Company believed that its decision to discontinue these products would negatively impact the persistency of the business. Excluding these 2001 significant items, net operating results decreased $1 million primarily as a result of the sale of life reinsurance and a decrease in limited partnership income of $15 million. Life reinsurance contributed net operating income of $22 million in 2000. Partially offsetting these declines were improvements realized by exiting unprofitable lines of approximately $18 million and increased income in other product lines, primarily the single premium guaranteed annuity, GIC and disability and group long term care lines, of $18 million.

Net earned premiums for Group Operations decreased $66 million for 2001 as compared with 2000. Net earned premiums declined $228 million as a result of the sale of life reinsurance. This decline was partially offset by increases in Federal Markets of $138 million due to increased medical cost trends and growth in Group Benefits of $36 million, particularly in the disability and group long term care lines of business. Deposits for Group Operations decreased $296 million in 2001 as compared to 2000 due to reduced sales of GIC and S&P 500 ® contracts in Institutional Markets.

Life Operations provides financial protection to individuals through term life insurance, universal life insurance, individual long term care insurance, annuities and other products. Life Operations has several distribution relationships and partnerships including managing general agencies, other independent agencies working with CNA life sales offices, a network of brokers and dealers, and other independent insurance consultants.

Individual life primarily offers level premium term life insurance, universal life insurance and related products. Single premium immediate annuities as well as structured settlement annuities are also offered. Individual long term care products provide reimbursement for covered nursing home and home health care expenses incurred due to physical or mental disability.

Other operations include operations in certain international markets and life settlements contract business. The Company decided to cease purchasing new life settlement policies indefinitely beginning in 2001 and ceased sale of new policies in its international operations in 2002.

*Sales volume is a cash-based measure that includes premiums and annuity considerations, investment contract deposits and other sales activities that are not reported as premiums under accounting principles generally accepted in the United States of America (GAAP).

Net operating income increased by $31 million in 2002 as compared with 2001. Included in the 2001 results were $19 million related to restructuring and other related charges and $14 million related to the WTC event. Excluding these 2001 significant items, net operating results decreased $2 million due primarily to net reserve strengthening for individual long term care, unfavorable individual long term care morbidity and increased costs related to the life settlement business in 2002. These decreases were partially offset by higher net investment income, a decrease in reinsurance charges, favorable reserve development relating to the WTC event of $10 million after-tax recorded in 2002 as compared with 2001, and a $1 million after-tax reduction of the accrual for restructuring and other related charges recorded in 2002.

Sales volume for Life Operations decreased by $13 million in 2002 as compared with 2001. This decrease was attributable primarily to lower sales of structured settlement annuities, partially offset by increased sales in the individual long term care product. Net earned premiums increased $57 million in 2002 as compared with 2001 attributable primarily to growth in the individual long term care product partially offset by sales declines in structured settlement annuities.

As a result of recent experience and the fourth quarter reserve strengthening of $35 million pretax for individual long term care, the Company is undertaking a full review of its product offerings in this line. The focus is to determine whether the current products provide adequate pricing flexibility under the range of reasonably possible claims experience levels. Until this review is completed, the Company intends to significantly reduce new sales of this product. Premium will continue to be received on inforce business, but the actions to reduce new business will lower the rate of overall premium growth for this line. The outcome of the Company’s review and potential future actions could have a material adverse effect on CNA’s results of operations.

Net operating income decreased by $56 million in 2001 as compared with 2000. Included in the 2001 results were $19 million related to restructuring and other related charges and $14 million related to the WTC event. Excluding these 2001 significant items, net operating results decreased $23 million due primarily to decreased net investment income from limited partnerships of $21 million.

Sales volume for Life Operations increased by $133 million in 2001 as compared with 2000. This increase was driven primarily by improved sales in structured settlements and increased

renewals and new sales in individual long term care products. Net earned premiums increased $100 million in 2001 as compared with 2000. This improvement is attributable primarily to improved sales of structured settlement annuities due to favorable pricing conditions and individual long term care products, partially offset by a decrease in new individual life business.

APMT consists of the losses and expenses related to the centralized adjusting and settlement of APMT claims that were formerly included in the property and casualty segments. See the Environmental Pollution and Mass Tort and Asbestos Reserves section on the following pages for a description of APMT reserves.

Run-off insurance operations consists of personal insurance, entertainment insurance, agriculture insurance, group reinsurance and other financial lines as well as the direct financial guarantee business underwritten by CNA’s insurance affiliates and other insurance run-off operations. Run-off insurance operations also includes assumed business underwritten through a managing general agent, IOA Global, which consists primarily of certain accident and health coverages (IGI Program).

On October 1, 1999, certain CNA subsidiaries completed a transaction with Allstate to transfer substantially all of CNA’s personal insurance lines of business.

Other operations include interest expense on corporate borrowings, asbestos claims related to Fibreboard Corporation, eBusiness initiatives, CNA UniSource and inter-company eliminations.

CNA UniSource provided human resources, information technology, payroll processing and professional employer organization services. During 2002, the Company decided to exit the lines of business provided by CNA UniSource. Effective March 31, 2002, CNA UniSource ceased providing professional employer organization services. Effective December 31, 2002, CNA UniSource ceased payroll processing services.

The following table details operating results for the Corporate and Other segment.

Net operating results increased by $999 million in 2002 as compared with 2001. The after-tax impact of the second quarter 2001 reserve strengthening on the Corporate and Other segment

was $837 million, including $778 million for APMT. See the Environmental Pollution and Mass Tort and Asbestos Reserves section following for a discussion of this charge. Net operating income in 2001 also decreased by $77 million of restructuring and other related charges and $17 million related to the WTC event for group reinsurance.

Excluding these 2001 significant items, net operating results improved $68 million in 2002 as compared with 2001. Reduced expenses for e-Business initiatives and improved results for group reinsurance were offset by lower net investment income, principally resulting from a $6 million decline in limited partnership income, higher losses related to the runoff of CNA UniSource and severance and other costs related to changes in senior management in 2002. Also contributing to the improvement was a $17 million after-tax reduction in the accrual for restructuring and other related charges recorded in 2002.

During 2002, favorable net reserve development, including premium development, of $23 million was recorded in the Corporate and Other segment as compared with unfavorable net reserve development of $63 million recorded in 2001, excluding the second quarter 2001 reserve strengthening. The gross carried claim and claim adjustment expense reserve was $4,847 million and $5,043 million at December 31, 2002 and 2001. The net carried claim and claim adjustment expense reserve was $2,002 million and $2,110 million at December 31, 2002 and 2001.

Personal insurance recorded unfavorable reserve development of $35 million on accident years 1997 through 1999. These losses were subject to retroactive reinsurance agreements with Allstate that covers losses occurring prior to October 1, 1999. These reinsurance agreements were entered into as part of the sale of the Company’s personal insurance business to Allstate. CNA shares in indemnity and claim and allocated claim adjustment expenses if payments related to losses incurred prior to October 1, 1999 on the CNA policies transferred to Allstate exceed the claim and allocated claim adjustment expense reserves of approximately $1 billion at the date of sale. The Company must begin to reimburse Allstate for claim and allocated claim adjustment expense payments when cumulative claim payments after October 1, 1999 on losses occurring prior to that date exceed the $1 billion. The Company’s remaining obligation valued under this loss sharing provision as of October 1, 2003, will be settled by agreement of the parties or by an independent actuarial review of the unpaid claim liabilities as of that date. Cumulative payments of indemnity and allocated loss adjustment expenses on such policies are expected to exceed $1 billion during 2003. The Company has established reserves for its estimated liability under this loss sharing arrangement. The unfavorable reserve development was principally due to continuing policyholder defense costs associated with remaining open claims. At the end of 2002, approximately 4,800 claims remain open. It was anticipated these claims would be closed more quickly, eliminating further defense coverage costs.

The unfavorable reserve development on personal insurance was offset by favorable reserve development on other runoff business driven principally by financial and mortgage guarantee coverages from accident years 1997 and prior. The favorable reserve development on financial and mortgage guarantee coverages resulted from a review of the underlying exposures and the outstanding losses. This review showed that salvage and subrogation continues to be collected on these types of claims, thereby reducing estimated future losses net of anticipated reinsurance recoveries.

Total operating revenues decreased $31 million in 2002 as compared with 2001. This decrease was due primarily to reduced revenues for CNA UniSource, due to the exit of this business, and reduced net investment income partially offset by increased net earned premiums in group reinsurance.

Net operating results declined $902 million in 2001 as compared with 2000. The after-tax impact of the second quarter 2001 reserve strengthening on the Corporate and Other segment

was $837 million, including $778 million for APMT. See the Environmental Pollution and Mass Tort and Asbestos Reserves section following for a discussion of this charge. Net operating income for 2001 also decreased by $77 million for restructuring and other related charges and $17 million related to the WTC event for group reinsurance.

Excluding these 2001 significant items, net operating results increased $29 million primarily as a result of lower interest expense on corporate borrowings in 2001 as compared with 2000 and a non-recurring favorable adjustment of expense recoveries under a service contract related to personal insurance. These increases were partially offset by $45 million for non-recurring ceding commissions included in 2000 results related to the transfer of the personal insurance line of business to Allstate in 1999, $35 million related to increased eBusiness initiatives in 2001 and $12 million due to decreased limited partnership income.

Total operating revenues decreased $254 million in 2001 as compared with 2000. This decline was due to a decrease in net investment income and net earned premiums from run-off insurance operations, particularly the entertainment and agriculture insurance lines.

CNA’s property and casualty insurance subsidiaries have actual and potential exposures related to environmental pollution and mass tort and asbestos claims.

The following table provides data related to CNA’s environmental pollution and mass tort and asbestos claim and claim adjustment expense reserves.

There was no asbestos or environmental pollution and mass tort-related net claim and claim adjustment expense reserve development for the year ended December 31, 2002. As a result of a change in estimate resulting from the Company’s semi-annual ground-up review of APMT accounts, gross and ceded APMT reserves were increased. The settlement scenarios that supported higher estimated gross and higher estimated ceded reserves were judged to be the most appropriate. However, net reserves remained unchanged. The estimation of reinsurance recoverables on accounts is highly dependent on the allocation of each account’s estimated ultimate losses to the available historical insurance coverage. This allocation becomes more refined as accounts and their insurers enter more serious settlement negotiations.

During 2002, net reserves were identified relating to APMT related claim and claim adjustment expense reserves for assumed reinsurance pools, which reflects improvements in the identification of APMT activity from assumed reinsurance and pools. The inclusion of these additional APMT reserves increased the APMT reserves and decreased other reserves, resulting in no net change in the Company's overall carried claim and claim adjustment expense reserves.

Environmental pollution cleanup is the subject of both federal and state regulation. By some estimates, there are thousands of potential waste sites subject to cleanup. The insurance

industry is involved in extensive litigation regarding coverage issues. Judicial interpretations in many cases have expanded the scope of coverage and liability beyond the original intent of the policies. The Comprehensive Environmental Response Compensation and Liability Act of 1980 (Superfund) and comparable state statutes (mini-Superfunds) govern the cleanup and restoration of toxic waste sites and formalize the concept of legal liability for cleanup and restoration by “Potentially Responsible Parties” (PRPs). Superfund and the mini-Superfunds establish mechanisms to pay for cleanup of waste sites if PRPs fail to do so, and to assign liability to PRPs. The extent of liability to be allocated to a PRP is dependent upon a variety of factors. Further, the number of waste sites subject to cleanup is unknown. To date, approximately 1,200 cleanup sites have been identified by the Environmental Protection Agency (EPA) and included on its National Priorities List (NPL). State authorities have designated many cleanup sites as well.

Many policyholders have made claims against various CNA insurance subsidiaries for defense costs and indemnification in connection with environmental pollution matters. The vast majority of these claims relate to accident years 1989 and prior, which coincides with CNA’s adoption of the Simplified Commercial General Liability coverage form, which includes what is referred to in the industry as an “absolute pollution exclusion.” CNA and the insurance industry are disputing coverage for many such claims. Key coverage issues include whether cleanup costs are considered damages under the policies, trigger of coverage, allocation of liability among triggered policies, applicability of pollution exclusions and owned property exclusions, the potential for joint and several liability and the definition of an occurrence. To date, courts have been inconsistent in their rulings on these issues.

A number of proposals to reform Superfund have been made by various parties. In 2002, no reforms were enacted by Congress. If there is legislation, and in some circumstances even if there is no legislation, the federal role in environmental cleanup may be significantly reduced in favor of state action. Substantial changes in the federal statute or the activity of the EPA may cause states to reconsider their environmental cleanup statutes and regulations. There can be no meaningful prediction of the pattern of regulation that would result or the possible impact upon CNA’s results of operations or equity.

The Company’s ultimate liability for its environmental pollution and mass tort claims is impacted by several factors including ongoing disputes with policyholders over scope and meaning of coverage terms and in the area of environmental, court decisions that continue to restrict the scope and applicability of the absolute pollution exclusion contained in policies issued by the Company post 1989. Due to the inherent uncertainties described above, including the inconsistency of court decisions, the number of waste sites subject to cleanup, and in the area of environmental, the standards for cleanup and liability, the ultimate liability of CNA for environmental pollution and mass tort claims may vary substantially from the amount currently recorded.

As of December 31, 2002 and 2001, CNA carried approximately $517 million and $633 million of claim and claim adjustment expense reserves, net of reinsurance recoverables, for reported and unreported environmental pollution and mass tort claims. There was no environmental and mass tort net claim and claim adjustment expense reserve development for the year ended December 31, 2002. Unfavorable environmental pollution and mass tort net claim and claim adjustment expense reserve development for the years ended December 31, 2001 and 2000 amounted to $468 million and $15 million. The Company paid environmental pollution-related claims and mass tort-related claims, net of reinsurance recoveries, of $116 million, $203 million and $135 million during the years ended December 31, 2002, 2001 and 2000.

CNA’s property and casualty insurance subsidiaries also have exposure to asbestos-related claims. Estimation of asbestos-related claim and claim adjustment expense reserves involves many of the same limitations discussed above for environmental pollution claims, such as inconsistency of court decisions, specific policy provisions, allocation of liability among insurers and insureds, and additional factors such as missing policies and proof of coverage. Furthermore, estimation of asbestos-related claims is difficult due to, among other reasons, the proliferation of bankruptcy proceedings and attendant uncertainties, the targeting of a broader range of businesses and entities as defendants, the uncertainty as to which other insureds may be targeted in the future and the uncertainties inherent in predicting the number of future claims.

In the past several years, CNA has experienced significant increases in claim counts for asbestos-related claims. The factors that led to these increases included, among other things, intensive advertising campaigns by lawyers for asbestos claimants, mass medical screening programs sponsored by plaintiff lawyers, and the addition of new defendants such as the distributors and installers of products containing asbestos. Currently, the majority of asbestos bodily injury claims are filed by persons exhibiting few, if any, disease symptoms. It is estimated that approximately 90% of the current non-malignant asbestos claimants do not meet the American Medical Association’s definition of impairment. Some courts, including the federal district court responsible for pre-trial proceedings in all federal asbestos bodily injury actions, have ordered that so-called “unimpaired” claimants may not recover unless at some point the claimant’s condition worsens to the point of impairment.

As of December 31, 2002 and 2001, CNA carried approximately $1,231 million and $1,252 million of claim and claim adjustment expense reserves, net of reinsurance recoverables, for reported and unreported asbestos-related claims.

There was no asbestos-related net claim and claim adjustment expense reserve development for the year ended December 31, 2002. Unfavorable asbestos-related net claim and claim adjustment expense reserve development for the years ended December 31, 2001 and 2000 amounted to $773 million and $65 million. The Company paid asbestos-related claims, net of reinsurance, of $20 million, $171 million and $126 million during the years ended December 31, 2002, 2001 and 2000, excluding payments made in connection with the 1993 settlement of litigation related to Fibreboard Corporation.

CNA has structured settlement agreements with four of its policyholders for which it has future payment obligations. Structured settlement agreements provide for payments of sums certain over multiple years as set forth in each individual agreement. As to the four structured settlement agreements existing at December 31, 2002, payment obligations under those settlement agreements are projected to terminate in 2016. For these four structured settlement agreements, CNA has reserved $118 million, net of reinsurance.

CNA, through its acquisition of The Continental Insurance Company (CIC) in 1995, acquired obligations under the Wellington Agreement. In 1985, 47 asbestos producers and their insurers, including CIC, executed the Wellington Agreement. The agreement intended to resolve all

issues and litigation related to coverage for asbestos exposures. Under this agreement, signatory insurers committed scheduled policy limits and made the limits available to pay asbestos claims based upon coverage blocks designated by the policyholders in 1985, subject to extension by policyholders. CIC was a signatory insurer to the Wellington Agreement. At December 31, 2002, CNA had fulfilled its Wellington Agreement obligations as to all but five accounts. With respect to the five remaining unpaid Wellington obligations, CNA has evaluated its exposure under these agreements and has established a $28 million reserve, net of reinsurance, for Wellington obligations.

CNA has also used coverage in place agreements to resolve large asbestos exposures. Coverage in place agreements are typically agreements between CNA and its policyholders identifying the policies and the terms for payment of asbestos related liabilities. Claims payments are contingent on presentation of adequate documentation showing exposure during the policy periods and other documentation supporting the demand for claims payment. Coverage in place agreements may have annual payment caps. At December 31, 2002, CNA had negotiated 23 such agreements in which CNA committed coverage for payment of claims and claim related adjustment expenses subject to documentation requirements as set forth in the terms of each specific agreement. The Company has evaluated these commitments and has established a $66 million reserve, net of reinsurance, to fund coverage in place agreements based on current projections of claims volumes and severities.

At December 31, 2002, CNA’s total IBNR reserve for asbestos was $729 million, net of reinsurance. For asbestos exposure, CNA classifies its IBNR reserve as assigned or unassigned. In circumstances where CNA has executed a settlement agreement with its policyholder, CNA assigns IBNR reserve to that account to cover the projected value of the settlement. At December 31, 2002, the assigned IBNR reserve was $166 million, net of reinsurance. The unassigned IBNR reserve relates to potential development on accounts that have not settled and potential future claims for unidentified policyholders. At December 31, 2002, CNA’s unassigned IBNR reserve was $563 million, net of reinsurance.

At December 31, 2002, the Company categorized active accounts as large or small accounts. CNA defined a large account as an active account with more than $100 thousand cumulative paid losses through December 31, 2002. CNA had 150 large accounts with a collective reserve of $220 million, net of reinsurance. The Company made closing large accounts a significant management priority. Small accounts were defined as active accounts with $100 thousand or less cumulative paid losses through December 31, 2002. CNA had 939 small accounts with a collective reserve of $90 million, net of reinsurance.

The chart below depicts CNA’s overall pending asbestos accounts and associated reserves at December 31, 2002.

In 2002, at least 15 companies filed for bankruptcy protection citing costs associated with asbestos claims litigation as a basis for filing. Since 1982, at least 67 companies, including the 15 companies that filed in 2002, that mined asbestos, or manufactured or used asbestos-containing products, have filed for bankruptcy. This phenomenon has prompted plaintiff attorneys to file claims against companies that had only peripheral involvement with asbestos. Many of these defendants were users or distributors of asbestos-containing products, or manufacturers of products in which asbestos was encapsulated. These defendants include equipment manufacturers, brake, gasket, and sealant manufacturers, and general construction contractors. According to a comprehensive report on asbestos litigation recently released by the Rand Corporation, over 6,000 companies have been named as defendants in asbestos lawsuits, with 75 out of 83 different types of industries in the United States impacted by asbestos litigation. The study found that a typical claimant names 70 to 80 defendants, up from an average of 20 in the early years of asbestos litigation.

Some asbestos-related defendants have asserted that their claims for insurance are not subject to aggregate limits on coverage. CNA has such claims from a number of insureds. Some of these claims involve insureds facing exhaustion of products liability aggregate limits in their policies, who have asserted that their asbestos-related claims fall within so-called “non-products” liability coverage contained within their policies rather than products liability coverage, and that the claimed “non-products” coverage is not subject to any aggregate limit. It is difficult to predict the ultimate size of any of the claims for coverage purportedly not subject to aggregate limits or predict to what extent, if any, the attempts to assert “non-products” claims outside the products liability aggregate will succeed. The Company has attempted to manage such exposures by aggressive settlement strategies. Nevertheless, there can be no assurance any of these settlement efforts will be successful, or that any such claims can be settled on terms acceptable to CNA. Adverse developments with respect to such matters discussed in this paragraph could have a material adverse impact on CNA’s results of operations or equity.

On February 13, 2003, CNA announced it had resolved asbestos related coverage litigation and claims involving A.P. Green Industries, A.P. Green Services and Bigelow – Liptak Corporation. Under the agreement, CNA will be required to pay $74 million, net of reinsurance recoveries, over a ten year period. The settlement resolves CNA’s liabilities for all pending and future asbestos claims involving A.P. Green Industries, Bigelow-Liptak Corporation and related subsidiaries, including alleged “non-products” exposure. The settlement is subject to bankruptcy court approval and confirmation of a bankruptcy plan containing a channeling injunction to protect CNA from any future claims. The Company’s recorded reserves as of December 31, 2002, included reserves for this exposure.

CNA is engaged in insurance coverage litigation with Robert A. Keasbey Company (Keasbey) and associated claimants in New York state court (Continental Casualty Company vs. Robert A. Keasbey Company et al., Supreme Court State of New York – County of New York, No. 401621/02). Keasbey was a seller and installer of asbestos products in the New York and New Jersey area. CNA paid its full product liability limits to Keasbey in prior years. Claimants against Keasbey now claim CNA owes additional coverage under the operations section of policies issued to it by CNA. CNA is also a party to insurance coverage litigation between Burns & Roe Enterprises, Inc. (Burns & Roe) and its insurance carriers related to asbestos bodily injury and wrongful death claims (In re: Burns & Roe Enterprises, Inc., pending in the U.S. Bankruptcy Court for the District of New Jersey, No. 00-41610). Burns & Roe provided various engineering and related services in connection with construction projects. Burns & Roe is currently in bankruptcy. There are numerous factual and legal issues to be resolved in connection with these cases and it is difficult to predict the outcome or financial exposure represented by these matters in light of the novel theories asserted by policyholders and their counsel.

Policyholders have also initiated litigation directly against CNA and other insurers. CNA has been named in Adams v. Aetna, Inc., et al. (Circuit Court of Kanhwha County, West Virginia), a purported class action against CNA and other insurers, alleging that the defendants violated West Virginia’s Unfair Trade Practices Act in handling and resolving asbestos claims against their policyholders. In addition, lawsuits have been filed in Texas against CNA, and other insurers and non-insurer corporate defendants asserting liability for failing to warn of the dangers of asbestos (Boson v. Union Carbide Corp., et al. (District Court of Nueces County, Texas)). It is difficult to predict the outcome or financial exposure represented by this type of litigation in light of the broad nature of the relief requested and the novel theories asserted.

CNA reviews each active asbestos account every six months to determine whether changes in reserve estimates may be necessary. The Company considers input from its analyst professionals with direct responsibility for the claims, inside and outside counsel with responsibility for representation of the Company, and its actuarial staff. These professionals review, among many factors, the policyholder’s present and future exposures (including such factors as claims volume, disease mix, trial conditions, settlement demands and defense costs); the policies issued by CNA (including such factors as aggregate or per occurrence limits, whether the policy is primary, umbrella or excess, and the existence of policyholder retentions and/or deductibles); the existence of other insurance; and reinsurance arrangements.

related claims may vary substantially from the amount currently recorded. Other variables that will influence CNA’s ultimate exposure to asbestos-related claims will be medical inflation trends, jury attitudes, the strategies of plaintiff attorneys to broaden the scope of defendants, the mix of asbestos-related diseases presented, CNA’s abilities to recover reinsurance, future court decisions and the possibility of legislative reform. Adverse developments with respect to such matters discussed in this paragraph could have a material adverse impact on CNA’s results of operations or equity.

In the area of mass torts, several well-publicized verdicts arising out of bodily injury cases related to allegedly toxic mold led to a significant increase in mold-related claims in 2000 and the first half of 2001. CNA’s reserve increase in the second quarter of 2001 was caused in part by this increased area of exposure.

Throughout 2000, and into 2001, CNA experienced significant increases in new asbestos bodily injury claims. In light of this development, CNA formed the view that payments for asbestos claims could be higher in future years than previously estimated. Moreover, in late 2000 through mid-2001, industry sources such as rating agencies and actuarial firms released analyses and studies commenting on the increase in claim volumes and other asbestos liability developments. For example, A.M. Best released a study in May 2001 increasing its ultimate asbestos reserve estimate 63% from $40 billion to $65 billion, citing an unfunded insurance industry reserve shortfall of $33 billion. In June 2001, Tillinghast raised its asbestos ultimate exposure from $55 billion to $65 billion for the insurance industry and its estimate of the ultimate remaining asbestos liability for all industries was raised to $200 billion.

Also in the 2000 to 2001 time period, a number of significant asbestos defendants filed for bankruptcy, increasing the likelihood that excess layers of insurance coverage could be called

upon to indemnify policyholders and creating the potential that novel legal doctrines could be employed, which could accelerate the time when such indemnification payments could be due.

These developments led the Company to the conclusion that its asbestos reserves required strengthening.

The results of operations or equity of CNA in future years may be adversely impacted by environmental pollution and mass tort and asbestos claim and claim adjustment expenses. Management will continue to review and monitor these liabilities and make further adjustments, including the potential for further reserve strengthening, as necessary.

The significant components of net investment income are presented in the following table.

The Company experienced lower net investment income in 2002 as compared with 2001. The decrease was due primarily to decreased limited partnership results and lower investment yields, partially offset by $34 million of dividend income from Canary Wharf Group plc (Canary Wharf). See the Reinsurance section of the MD&A for additional information for interest costs on funds withheld and other deposits, which is included in net investment income. The interest costs on these contracts increased significantly in 2001 because of ceded losses resulting from the second quarter 2001 reserve strengthening and the WTC event. The decline in limited partnership income was primarily attributable to many of the same factors that impacted the broader financial markets. Limited partnership investment performance, particularly high yield bond and equity strategies, was adversely affected by overall market volatility including concerns over corporate accounting practices and credit deterioration.

The Company experienced lower net investment income in 2001 as compared with 2000 due primarily to the decrease in limited partnership income as well as the increase in interest on funds withheld and other deposits. The decline in limited partnership income was primarily attributable to many of the same factors that impacted the broader financial markets.

The bond segment of the investment portfolio yielded 6.0% in 2002, 6.4% in 2001 and 6.7% in 2000.

The components of net realized investment gains (losses) are presented in the following table.

Net realized investment results decreased $965 million after-tax in 2002 as compared with 2001. This decline was due primarily to the change in net realized gains (losses) on corporate and other taxable bonds and equity securities. The $359 million after-tax increase in realized loss of corporate and other taxable bonds relates primarily to impairment charges of $421 million after-tax recorded in various market sectors, the most significant being the telecommunication sector. The $814 million after-tax change in net realized gains (losses) of equity securities relates primarily to the Company’s 2001 gain of $647 million after-tax for the sale of Global Crossing Ltd. common stock (Global Crossing) and closing of the related hedge agreements. Also included was $157 million after-tax of 2002 impairments recorded in various market sectors.

Also, during 2002, CNA completed the sale of several businesses, including CNA Re U.K., the London-based reinsurer. Included in 2002 net realized investment results was a $71 million after-tax gain resulting from the sale of CNA Re U.K., which included a $39 million after-tax reduction of the previously recognized impairment loss on CNA Re U.K. The impairment loss recorded in 2001 for the sale of CNA Re U.K. and other subsidiaries was $185 million after-tax. Further details of these transactions are discussed below.

Net realized investment gains increased $147 million in 2001 as compared with 2000. This increase was due primarily to after-tax gains from closing the hedge agreements, which were entered into during March 2000, related to the Company’s investment in Global Crossing of $647 million in 2001 as compared with $315 million in 2000 as well as gains of $58 million, resulting from the sale of a New York real estate property and gains from the sale of fixed maturity security investments. This improvement was partially offset by estimated losses recorded for the planned dispositions of certain operations, principally CNA Re U.K., described in more detail below as well as decreases in after-tax gains from the sale of Canary Wharf of $34 million in 2001 as compared with $289 million in 2000.

A primary objective in the management of the fixed maturity and equity portfolios is to maximize total return relative to underlying liabilities and respective liquidity needs. In achieving this goal, assets may be sold to take advantage of market conditions or other investment opportunities or credit and tax considerations. This activity will produce realized gains and losses.

CNA classifies its fixed maturity securities (bonds and redeemable preferred stocks) and its equity securities as available-for-sale, and as such, they are carried at fair value. The amortized cost of fixed maturity securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in net investment income. Changes in fair value are reported as a component of other comprehensive income.

The following table provides further detail of gross realized gains and gross realized losses on fixed maturity securities and equity securities.

The largest realized losses from sales of securities aggregated by issuer for the twelve months ended December 31, 2002 totaled $254 million. The following table provides details of those largest realized losses aggregated by issuer including: the fair value of the securities at sales date, the amount of the loss recorded and the period of time that the security had been in an unrealized loss position prior to sale. The period of time that the security had been in an unrealized loss position prior to sale can vary due to the timing of individual security purchases. Also footnoted is a narrative providing the industry sector along with the facts and circumstances giving rise to the loss.

(a)		During 2002, the losses recorded in this asset class were due to changes in interest rates and certain trading for duration management purposes. Treasury bonds are used in many portfolios as duration management tools and for liquidity in the course of asset/liability portfolio management.

(b)		The pressure to the IPP sector began in April of 2002. At July 31, 2002, this issuer’s financial condition was in good standing. A decision was made to reduce the portfolios’ overall exposure to this sector including this issuer.

(c)		The security had been previously impaired and continued to be held in anticipation of proceeds from asset sales and liquidation of restaurant holdings that did not materialize.

(d)		The issuer anticipated participating in proposed spectrum reallocation that was being reviewed by the Federal Communications Commission. This process was held up in the courts and took longer than expected. The trades that generated the losses took place in the fourth quarter of 2002. The sales were the result of a program to reduce exposures in this sector.

(e)		Securities currently held have been impaired. These losses relate to trades that took place prior to impairment to reduce issuer exposure and securities with less desirable collateral.

(f)		These losses were primarily attributable to the sale of fixed income and convertible preferred securities. The bonds were sold in a rapidly deteriorating market due to sector and issuer pressures.

(g)		These losses were generated by positions primarily held in convertible preferred stock holdings. The price decline reflects the pressures of the issuer, sector and general equity market conditions.

(h)		A portion of these securities were sold to reduce the overall position in the telecom sector. The issuer reported a deterioration of their financial condition and lost the financial support of their parent. The remaining securities held were impaired when new financial information was revealed in 2002.

(i)		The losses are related to the sale of securities on early news of alleged fraud and improper accounting practices. The value of securities held fell rapidly and were impaired prior to the issuer filing bankruptcy.

(j)		The original holding was a private convertible preferred stock. The issuer went public and all equity holders were required to convert to the new common stock. At the time of the IPO, market conditions negatively affected the transaction as originally planned. These losses reflect the difference in the market value of the new common shares at the time of issue and the basis of the original invested securities.

(k)		Losses realized were attributable to reducing exposure to the credit and exchanging owned bonds for newly issued bonds with more desirable maturity structures. Losses represent 3% of the consideration for bonds sold.

Invested assets are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain invested assets and the level of uncertainty related to changes in the value of these assets, it is possible that changes in risks in the near term could have an adverse material impact on the Company’s results of operations or equity.

A significant judgment in the valuation of investments is the determination of when an other-than-temporary decline in value has occurred. The Company follows a consistent and systematic process for impairing securities that sustain other-than-temporary declines in value. The Company has established a committee responsible for the impairment process. This committee, referred to as the Impairment Committee, is made up of three officers appointed by the Company’s Chief Financial Officer. The Impairment Committee is responsible for analyzing watch list securities on at least a quarterly basis. The watch list includes individual securities that fall below certain thresholds or that exhibit evidence of impairment indicators including, but not limited to, a significant adverse change in the financial condition and near term prospects of the investment or a significant adverse change in legal factors, the business climate or credit ratings.

When a security is placed on the watch list, it is monitored for further market value changes and additional news related to the issuer’s financial condition. The focus is on objective evidence that may influence the evaluation of impairment factors.

The decision to impair a security incorporates both quantitative criteria and qualitative information. The Impairment Committee considers a number of factors including, but not limited to: (a) the length of time and the extent to which the market value has been less than book value, (b) the financial condition and near term prospects of the issuer, (c) the intent and ability of the Company to retain its investment for a period of time sufficient to allow for any anticipated recovery in value, (d) whether the debtor is current on interest and principal payments and (e) general market conditions and industry or sector specific factors.

The Impairment Committee’s decision to impair a security is primarily based on whether the security’s fair value is likely to remain significantly below its book value in light of all of the factors considered. For securities that are impaired, the security is written down to fair value and the resulting losses are recognized in realized gains/losses in the Consolidated Statements of Operations.

Realized investment losses included $890 million, $129 million and $72 million of pretax impairment losses for the three years ended December 31, 2002, 2001 and 2000. The impairments recorded in 2002 were primarily the result of the continued credit deterioration on specific issuers in the bond and equity markets and the effects on such markets due to the overall slowing of the economy.

For the year ended December 31, 2002, the impairment losses recorded related primarily to corporate bonds in the communications industry sectors including $129 million related to WorldCom Inc., $74 million related to Adelphia Communication Corporation, $60 million for Charter Communications, $57 million for AT&T Canada and $53 million for Telewest PLC.

For the year ended December 31, 2001, the impairment losses recorded related primarily to corporate bonds and equities in the communications industry sector including $31 million for MedicaLogic/Medscape, Inc. and $27 million for At Home Corporation.

For the year ended December 31, 2000, the impairment losses recorded related primarily to corporate bonds and equities and were largely spread amongst the consumer, financial, and communications industry sectors including $14 million for Specialty Foods Corporation.

If the deterioration in these industry sectors continues in future periods and the Company continues to hold these securities, the Company is likely to have additional impairments in the future.

During the second quarter of 2001, the Company announced its intention to sell certain businesses. The assets being held for disposition included CNA Re U.K. and certain other businesses. Based upon the impairment analyses performed at that time, the Company anticipated that it would realize losses in connection with those planned sales. In determining the anticipated loss from these sales, the Company estimated the net realizable value of each business being held for sale. An estimated after-tax loss of $320 million was initially recorded in the second quarter of 2001. This loss was reported in realized investment gains/losses in the Consolidated Statements of Operations.

In the fourth quarter of 2001, the Company sold certain businesses as planned. The realized after-tax loss applicable to these businesses recognized in the second quarter of 2001 was $38 million. Revenues of these businesses included in the years ended December 31, 2001 and 2000 totaled approximately $30 million and $37 million. These businesses contributed approximately $11 million and $8 million of net losses in the years ended December 31, 2001 and 2000.

The Company regularly updates its impairment analyses and adjusts its loss as necessary. Based on these updated analyses the impairment loss was reduced by approximately $170 million after-tax in the fourth quarter of 2001, primarily because the net assets of the businesses had been significantly diminished by their operating losses, including adverse loss reserve development recognized by CNA Re U.K. in the fourth quarter of 2001. The reduction of the impairment was included in realized investment gains/losses in the Consolidated Statements of Operations.

The statutory surplus of CNA Re U.K. was below the required regulatory minimum surplus level at December 31, 2001. CCC contributed $120 million of capital on March 25, 2002 bringing the capital above the regulatory minimum.

On October 31, 2002, the Company completed the sale of CNA Re U.K. to Tawa. The sale includes business underwritten since inception by CNA Re U.K., except for certain risks retained by CCC as discussed below. In October, the sale was approved in the United Kingdom by the Financial Services Authority (FSA) and by the Illinois Insurance Department. This sale does not impact CNA Re’s on-going U.S.-based operations.

The purchase price was $1, subject to adjustments based primarily upon the results of operations and realized foreign currency losses of CNA Re U.K. The final purchase price adjustments were prepared by Tawa and have been agreed to by the Company. Under the terms of the purchase price adjustment, CCC is entitled to receive $5 million from Tawa after Tawa is able to legally withdraw funds from the former CNA Re U.K. entities. CCC has also committed to contribute up to $5 million to the former CNA Re U.K. entities over a four-year period beginning in 2010 should the FSA deem those entities to be undercapitalized. The purchase price adjustment related to foreign currency losses resulted in CNA contributing additional capital to CNA Re U.K. of $11 million. As the sale and related agreements have now been completed, the Company has finalized its impairment analysis based upon the terms of the completed transactions. As such, in the fourth quarter of 2002, the impairment loss was reduced by approximately $39 million after-tax. The reduction of the impairment was included in net realized investment gains.

Concurrent with the sale, several reinsurance agreements under which CCC had provided retrocessional protection to CNA Re U.K. were terminated. As part of the sale, CNA Re U.K.’s net exposure to all IGI Program liabilities was assumed by CCC. Further, CCC is providing a $100 million stop loss cover attaching at carried reserves on CNA Re U.K.’s 2001 underwriting year exposures for which CCC received premiums of $25 million.

CNA Re U.K. had revenues of approximately $48 million, $280 million and $605 million for the three years ended December 31, 2002, 2001 and 2000. CNA Re U.K. had net losses of $22 million, $374 million and $158 million for the years ended December 31, 2002, 2001 and 2000. The assets and liabilities of CNA Re U.K., including the effects of the concurrent transactions, were approximately $2,442 million and $2,357 million at the date of sale and $2,557 million and $2,541 million as of December 31, 2001.

Substantially all invested assets are marketable securities classified as available-for-sale in the accompanying financial statements. Accordingly, changes in fair value for these securities are reported in other comprehensive income.

The following table details the carrying value of CNA’s general and separate account investment portfolios.

The Company’s general and separate account investment portfolio consists primarily of publicly traded government bonds, asset-backed securities, mortgage-backed securities, municipal bonds and corporate bonds.

Investments in the general account had a total net unrealized gain of $887 million at December 31, 2002 compared with $345 million at December 31, 2001. The unrealized position at December 31, 2002 was composed of a net unrealized gain of $742 million for fixed maturities, a net unrealized gain of $147 million for equity securities and a net unrealized loss of $2 million for short term securities. The unrealized position at December 31, 2001 was composed of a net unrealized gain of $194 million for fixed maturities, a net unrealized gain of $170 million for equity securities and a net unrealized loss of $19 million for short term securities.

The Company’s investment policies for both the general and separate accounts emphasize high credit quality and diversification by industry, issuer and issue. Assets supporting interest rate sensitive liabilities are segmented within the general account to facilitate asset/liability duration management.

At December 31, 2002 the carrying value of the general account fixed maturities was $26,275 million, representing 74% of the total investment portfolio. The net unrealized gain of this fixed maturity portfolio was $742 million, comprising gross unrealized gains of $1,377 million and gross unrealized losses of $635 million. The gross unrealized losses were primarily in corporate bonds with the largest industry sectors being utilities, communications and consumer-cyclical, which as a percentage of total gross unrealized losses were 23%, 17% and 16%. Gross unrealized losses in any single issuer did not exceed 0.2% of the carrying value of the total general account fixed maturity portfolio.

The following table provides the composition of fixed maturity securities with an unrealized loss at December 31, 2002 in relation to the total of all fixed maturity securities with an unrealized loss by contractual maturities.

The following table summarizes for fixed maturity and equity securities in an unrealized loss position at December 31, 2002, the aggregate fair value and gross unrealized loss by length of time those securities have been continuously in an unrealized loss position.

The Company’s non-investment grade fixed maturity securities held as of December 31, 2002 that were in an unrealized loss position had a fair value of approximately $2 billion. As discussed previously, a significant judgment in the valuation of investments is the determination of when an other-than-temporary impairment has occurred. The Company’s Impairment Committee analyzes securities placed on the watch list on at least a quarterly basis. Part of this analysis is to monitor the length of time and severity of the decline below book value of the watch list securities. The following table summarizes the fair value and gross unrealized loss of non-investment grade securities categorized by the length of time those securities have been in a continuous unrealized loss position and further categorized by the severity of the unrealized loss position in 10% increments as of December 31, 2002.

The non-investment grade securities that were in an unrealized loss severity of less than 70% for longer than six months as of December 31, 2002 primarily consisted of securities in the utilities, communication and transportation sectors representing 35%, 21% and 17% of the gross unrealized loss. The non-investment grade securities that were in an unrealized loss severity of less than 70% for greater than 24 months as of December 31, 2002 primarily consisted of securities in the communications and transportation sector representing 40% and 34% of the unrealized loss. Unrealized losses in the communication sector are predominately attributable to a European leader in telecommunication services. The unrealized losses on securities held in the transportation sector are primarily comprised of debt issued from a major domestic airline.

As part of the ongoing impairment monitoring process, the Impairment Committee has evaluated the facts and circumstances based on available information for each of these non-investment grade securities and determined that no further impairments were necessary at December 31, 2002. This determination was based on a number of factors that the Committee regularly considers including, but not limited to: the issuers’ ability to meet current and future interest and principal payments, an evaluation of the issuers’ financial condition and near term prospects, the Company’s sector outlook and estimates of the fair value of any underlying collateral. In all cases where a decline in value is judged to be temporary, the Company had the intent and ability to hold these securities for a period of time sufficient to recover the book value of its investment through a recovery in the market value of such securities or by holding the securities to maturity. In many cases, the securities held are matched to liabilities as part of ongoing asset/liability duration management. As such the Impairment Committee continually assesses its ability to hold securities for a time sufficient to recover any temporary loss in value or until maturity. The Company maintains sufficient levels of liquidity so as to not impact the asset/liability management process.

The Company’s equity securities held as of December 31, 2002 that were in an unrealized loss position had a fair value of $206 million. The Company’s Impairment Committee, under the same process as fixed maturity securities, monitors the equity securities for other-than-temporary declines in value. In all cases where a decline in value is judged to be temporary, the Company expects to recover the book value of its investment through a recovery in the market value of the security.

The general account portfolio consists primarily of high quality (rated BBB or higher) bonds, 89% and 92% of which were rated as investment grade at December 31, 2002 and 2001. The following table summarizes the ratings of CNA’s general account bond portfolio at carrying value.

At December 31, 2002 and 2001, approximately 97% of the general account portfolio was U.S. Government agencies or was rated by Standard & Poor’s (S&P) or Moody’s Investors Service (Moody’s). The remaining bonds were rated by other rating agencies or Company management.

The following table summarizes the bond ratings of the investments supporting those separate account products, which guarantee principal and a specified rate of interest.

At December 31, 2002 and 2001, more than 99% of the separate account portfolio was U.S. Government agencies or was rated by S&P or Moody’s. The remaining bonds were rated by other rating agencies or Company management.

Non investment-grade bonds, as presented in the tables above, are high-yield securities rated below BBB by bond rating agencies, as well as other unrated securities that, in the opinion of management, are below investment-grade. High-yield securities generally involve a greater degree of risk than investment-grade securities. However, expected returns should compensate

for the added risk. This risk is also considered in the interest rate assumptions for the underlying insurance products.

The carrying value of non-traded securities at December 31, 2002 was $237 million which represents 0.7% of the Company’s total investment portfolio. These securities were in a net unrealized loss position of $0.4 million at December 31, 2002. Of the non-traded securities, 78% are priced by unrelated third party sources.

Included in CNA’s general account fixed maturity securities at December 31, 2002 are $8,208 million of asset-backed securities, at fair value, consisting of approximately 67% in collateralized mortgage obligations (CMOs), 11% in corporate asset-backed obligations, 7% in U.S. Government agency issued pass-through certificates and 15% in corporate mortgage-backed pass-through certificates. The majority of CMOs held are actively traded in liquid markets and are priced by broker-dealers.

The carrying value of the components of the general account short term investment portfolio is presented in the following table.

CNA invests in certain derivative financial instruments primarily to reduce its exposure to market risk (principally interest rate, equity price and foreign currency risk) and credit risk (risk of nonperformance of underlying obligor). CNA considers the derivatives in its general account to be held for purposes other than trading. Derivative securities are recorded at fair value at the reporting date.

Most derivatives in separate accounts are held for hedging purposes. The Company uses these derivatives to mitigate market risk by purchasing S&P 500® index futures in a notional amount equal to the contract liability relating to Life Operations’ Index 500 guaranteed investment contract product.

The principal operating cash flow sources of CNA’s property and casualty and life insurance subsidiaries are premiums and investment income. The primary operating cash flow uses are payments for claims, policy benefits and operating expenses.

For the year ended December 31, 2002, net cash provided by operating activities was $1,040 million as compared with net cash used in operating activities of $599 million in 2001. The improvement related primarily to federal tax refunds received in 2002 as compared to taxes paid in 2001 and decreased net payments for insurance claims.

For the year ended December 31, 2001, net cash used for operating activities was $599 million as compared with net cash used of $1,345 million in 2000. The improvement related primarily to decreased paid claims.

Cash flows from investing activities include purchases and sales of financial instruments, as well as the purchase and sale of land, buildings, equipment and other assets not generally held for resale.

For the year ended December 31, 2002, net cash used for investing activities was $1,488 million as compared with $205 million in 2001. Cash flows used by investing activities were related principally to increased purchases of invested assets due to positive operating cash flow and cash provided by financing activities.

For the year ended December 31, 2001, net cash used for investing activities was $205 million as compared with net cash inflows of $1,842 million in 2000. Cash flows for investing activities were related principally to increased net purchases of invested assets related to investing $1 billion of proceeds from the common stock rights offering completed in the third quarter of 2001.

Cash flows from financing activities include proceeds from the issuance of debt or equity securities, outflows for dividends or repayment of debt and outlays to reacquire equity instruments. For the year ended December 31, 2002, net cash provided from financing activities was $432 million as compared with $783 million in 2001.

For the year ended December 31, 2001, net cash provided from financing activities was $783 million as compared with $487 million of net cash used in 2000.

The Preferred Issue accrues cumulative dividends at an initial rate of 8% per year, compounded annually. It will be adjusted quarterly to a rate equal to 400 basis points above the ten-year U.S. Treasury rate beginning with the quarterly dividend after the first triggering event to occur of either (i) an increase by two intermediate ratings levels of the financial strength rating of CCC from its current rating by any of A.M. Best, S&P or Moody’s or (ii) one year following an increase by one intermediate ratings level of the financial strength rating of CCC by any one of those rating agencies. Accrued but unpaid cumulative dividends cannot be paid on the Preferred Issue unless and until one of the two triggering events described above has occurred. Beginning with the quarter following an increase of one intermediate ratings level in CCC’s financial strength rating, however, current (but not accrued cumulative) quarterly dividends can be paid.

upon the mutual agreement of CNAF and a majority of the stockholders of the preferred stock. The Preferred Issue is exempt from registration under Section 4(2) of the Securities Act of 1933.

Of the proceeds of the Preferred Issue, $250 million was used to prepay a bank term loan due in April of 2003 and $250 million was contributed to CCC to improve its statutory surplus. It is expected that the remaining proceeds will be used to repay other debt of CNAF and The Continental Corporation (Continental), a controlled subsidiary, maturing in 2003 and used for other general corporate purposes.

CNA completed a common stock rights offering on September 26, 2001, successfully raising $1,006 million (40.3 million shares sold at $25 per share). Loews purchased 38.3 million shares issued in connection with the rights offering for $957 million, and an additional 0.8 million shares in the open market, increasing its ownership percentage of CNA to 88.8%. Additionally, CNAF borrowed $500 million against its bank credit facility. Partially offsetting these cash inflows were reductions to the Company’s commercial paper borrowings of $627 million.

The Company is closely managing the cash flows related to claims and reinsurance recoverables from the WTC event. It is anticipated that significant claim payments will be made prior to receipt of the corresponding reinsurance recoverables. The Company does not anticipate any liquidity problems resulting from these payments. As of March 14, 2003, the Company has paid $488 million in claims and recovered $237 million from reinsurers.

CNA’s estimated gross pretax losses for the WTC event were $1,648 million pretax ($1,071 million after-tax). Net pretax losses before the effect of corporate aggregate reinsurance treaties were $727 million. Approximately 1%, 73% and 20% of the reinsurance recoverables on the estimated losses related to the WTC event are from companies with S&P ratings of AAA, AA or A.

Effective January 30, 2001, the Company sold the 180 Maiden Lane, New York, facility. The sale of this property provided additional liquidity to the Company with net sale proceeds of $264 million.

The combined aggregate maturities for debt at December 31, 2002 are presented in the following table.

The Company has an existing shelf registration statement under which it may issue an aggregate of $549 million of debt or equity securities, declared effective by the SEC.

The Company has a $250 million three-year bank credit facility with an April 30, 2004 expiration date. The Company previously had a $250 million 364-day facility with an expiration date of April 29, 2002. An option to convert the 364-day facility to a one-year term loan was exercised in April of 2002. The term loan was subsequently prepaid on December 23, 2002.

The Company pays a facility fee to the lenders for having funds available for loans under the three-year credit facility maturing April 30, 2004. The fee varies based on the long term debt ratings of the Company. At December 31, 2002, the facility fee on the three-year component was 17.5 basis points.

The Company pays interest on any outstanding debt/borrowings under the three-year facility based on a rate determined using the long term debt ratings of the Company. The interest rate is equal to the London Interbank Offering Rate (LIBOR) plus 57.5 basis points. Further, if the Company has outstanding loans greater than 50% of the amounts available under the three-year facility, the Company will also pay a utilization fee of 12.5 basis points on such loans. At December 31, 2002 and 2001, the weighted-average interest rate on the borrowings under the facility, including facility fees and utilization fees, was 2.3% and 3.1%.

A Moody’s downgrade of the CNAF senior debt rating from Baa2 to Baa3 would increase the facility fee on the three-year component of the facility from 17.5 basis points to 25.0 basis points. The applicable interest rate would increase from LIBOR plus 57.5 basis points to LIBOR plus 75.0 basis points. The utilization fee would remain unchanged on the three-year facility at 12.5 basis points.

On September 30, 2002, CNA Surety, a 64% owned and consolidated subsidiary of CNA, entered into a $65 million credit agreement with one bank, which consisted of a $35 million 364-day revolving credit facility and a $30 million three-year term loan, payable semi-annually at a rate of $5 million. The credit agreement replaced a $130 million five-year revolving credit facility that terminated September 30, 2002. The new revolving credit facility was fully utilized at inception.

The terms of the new credit facility agreement required the assumption by a second bank of $15 million of the credit risk by November 30, 2002 or CNA Surety would be required to repay $15 million to reduce the amount of the credit facility commitment from $35 million to $20 million. On November 29, 2002, CNA Surety repaid $11 million of the outstanding borrowings and arranged for the due date on the remaining $4 million to be delayed to March 31, 2003. A second bank subsequently assumed $10 million of the credit risk resulting in an additional $6 million of outstanding borrowings, leaving the credit facility commitment at $30 million. As of December 31, 2002, the revolving credit facility was fully utilized.

Under the new credit facility agreement, CNA Surety pays a facility fee of 12.5 basis points, interest at LIBOR plus 45.0 basis points, and for utilization greater than 50% of the amount available to borrow an additional fee of 5.0 basis points. On the term loan, CNA Surety pays interest at LIBOR plus 62.5 basis points. At December 31, 2002, the weighted-average interest rate on the $60 million of outstanding borrowings under the credit agreement, including facility fees and utilization fees was 2.0%.

Under the former credit facility agreement, CNA Surety paid interest on outstanding borrowings based on, among other rates, LIBOR plus the applicable margin. The applicable margin was determined by the company’s leverage ratio (debt to total capitalization). At the termination date of the old facility, the applicable margin was 30.0 basis points, including the 10.0 basis point facility fee. At December 31, 2001, the weighted-average interest rate on the borrowings under the facility, including facility fees, was 2.6%.

The terms of CNAF’s and CNA Surety’s credit facilities require CNAF and CNA Surety to maintain certain financial ratios and combined property and casualty company statutory surplus

levels. At December 31, 2002 and 2001, CNAF and CNA Surety were in compliance with all restrictive debt covenants.

In December of 2002 and January of 2003, CNAF provided loans in an aggregate amount of approximately $45 million to a large national contractor that undertakes projects for the construction of government and private facilities. CNA Surety has provided significant surety bond protection for projects by this contractor through surety bonds underwritten by CCC or its affiliates. The loans were provided by CNAF to help the contractor meet its liquidity needs. The loans are evidenced by demand notes and currently accrue interest at 10% until replaced by the credit facility described below. The contractor and certain of its affiliates have pledged to CNAF substantially all of their assets as collateral for these loans.

In March of 2003, CNAF entered into an agreement with the contractor to provide an $86.4 million credit facility, which amount includes the already advanced $45 million described above. The credit facility and all loans under it will mature in March of 2006. Advances under the credit facility, including the already funded $45 million, bear interest at the prime rate plus 6%. Payment of 3% of the interest is deferred until the credit facility matures, and the remainder is to be paid monthly in cash. Loans under the credit facility are secured by a pledge of substantially all of the assets of the contractor and certain affiliates.

Loews and CNAF have entered into a participation agreement, pursuant to which Loews has purchased a participation interest in one-third of the loans and commitments under the new credit facility, on a dollar-for-dollar basis, up to a maximum of $25 million. Although Loews does not have rights against the contractor directly under the participation agreement, it shares recoveries and certain fees under the facility proportionally with CNAF.

In March of 2003, CNAF also purchased the contractor’s outstanding bank debt for $16.4 million. Under the new credit facility, the contractor agreed to purchase from CNAF and retire the bank debt for $16.4 million, with $11.4 million of the purchase price being funded under the new credit facility and $5 million from money loaned to the contractor by its shareholders. Under its purchase agreement with the banks, CNAF is also required to reimburse the banks for any draws upon approximately $6.5 million in outstanding letters of credit issued by the banks for the contractor’s benefit that expire between May and August of 2003. Any CNAF reimbursements for draws upon the banks’ letters of credit will become obligations of the contractor to CNAF as draws upon the credit facility.

The contractor has initiated a restructuring plan that is intended to reduce costs and improve cash flow, and a chief restructuring officer has been appointed to manage execution of the plan. CNAF, through its affiliate CNA Surety, intends to continue to provide surety bonds on behalf of the contractor during this restructuring period, subject to the contractor’s initial and ongoing compliance with CNA Surety’s underwriting standards. Any losses arising from bonds issued or assumed by the insurance subsidiaries of CNA Surety to the contractor are excluded from CNA Surety’s $40 million excess of $20 million per principal reinsurance program with unaffiliated reinsurers in place in 2002. As a result, CNA Surety retains the first $60 million of losses on bonds written with an effective date of September 30, 2002 and prior, and CCC will incur 100% of losses above that retention level on bonds with effective dates prior to September 30, 2002. Through facultative reinsurance contracts with CCC, CNA Surety’s exposure on bonds written from October 1, 2002 through December 31, 2002 has been limited to $20 million per bond.

Indemnification and subrogation rights, including rights to contract proceeds on construction projects in the event of default, exist that reduce CNA Surety’s and ultimately the Company’s exposure to loss. While CNAF believes that the contractor’s restructuring efforts may be successful and provide sufficient cash flow for its operations and repayment of its borrowings under the credit facility, the contractor’s failure to achieve its restructuring plan or perform its contractual obligations under the credit facility and underlying all of the Company’s surety bonds could have a material adverse effect on the Company’s future results of operations. If such failures occur, the Company estimates the surety loss, net of indemnification and subrogation recoveries, but before the effects of corporate aggregate reinsurance treaties, if any, and minority interest could be up to $200 million.

In the normal course of business, CNA has obtained letters of credit in favor of various unaffiliated insurance companies, regulatory authorities and other entities. At December 31, 2002 and 2001 there were approximately $222 million and $270 million of outstanding letters of credit.

The Company has provided guarantees related to irrevocable standby letters of credit for certain of its subsidiaries. Certain of these subsidiaries have been sold; however, the irrevocable standby letter of credit guarantees remain in effect. The Company would be required to remit prompt payment on the letters of credit in question if the primary obligor drew down on these letters of credit and failed to repay such loans in accordance with the terms of the letters of credit. The maximum potential amount of future payments that CNA could be required to pay under these guarantees are approximately $30 million at December 31, 2002.

As of December 31, 2002 and 2001, the Company had committed approximately $141 million and $152 million to future capital calls from various third-party limited partnership investments in exchange for an ownership interest in the related partnerships.

In the normal course of investing activities, CCC had committed approximately $51 million as of December 31, 2002 to future capital calls from certain of its unconsolidated affiliates in exchange for an ownership interest in such affiliates.

The Company has a commitment to purchase up to a $100 million floating rate note issued by the California Earthquake Authority in the event of an earthquake during calendar year 2003 that results in California earthquake related losses greater than $4.2 billion.

As of December 31, 2002, the Company is obligated to make future payments totaling $394 million for non-cancelable operating leases expiring from 2003 through 2014 primarily for office space and data processing, office and transportation equipment. Estimated future minimum payments under these contracts are as follows: $79 million in 2003; $61 million in 2004; $56 million in 2005; $45 million in 2006; and $153 million in 2007 and beyond. Additionally, the Company has entered into a limited number of guaranteed payment contracts, primarily relating to telecommunication services, amounting to approximately $24 million. Estimated future minimum purchases under these contracts are as follows: $13 million in 2003; $9 million in 2004; and $2 million in 2005.

In certain circumstances CNA provides guarantees of the indebtedness of certain of its independent insurance producers, which expire in 2003. The Company would be required to remit prompt and complete payment when due, should the primary obligor default. In the event of default on the part of the primary obligor, the Company holds an interest in and to any and all shares of common stock of the primary obligor. The maximum potential amount of future payments that CNA could be required to pay under these guarantees are approximately $7 million at December 31, 2002.

CNAF has provided parent company guarantees, which expire in 2015, related to lease obligations of certain subsidiaries. Certain of those subsidiaries have been sold; however, the lease obligation guarantees remain in effect. CNAF would be required to remit prompt payment on leases in question if the primary obligor fails to observe and perform its covenants under the lease agreements. The maximum potential amount of future payments that the Company could be required to pay under these guarantees are approximately $8 million at December 31, 2002.

The Company holds an investment in a real estate joint venture that is accounted for on the equity basis of accounting. In the normal course of business, CNA on a joint and several basis with other unrelated insurance company shareholders have committed to continue funding the operating deficits of this joint venture. Additionally, CNA and the other unrelated shareholders, on a joint and several basis, have guaranteed an operating lease for an office building, which expires in 2016.

The guarantee of the operating lease is a parallel guarantee to the commitment to fund operating deficits; consequently, the separate guarantee to the lessor is not expected to be triggered as long as the joint venture continues to be funded by its shareholders and continues to make its annual lease payments.

In the event that the other parties to the joint venture are unable to meet their commitments in funding the operations of this joint venture, the Company would be required to assume the obligation for the entire office building operating lease. The maximum potential future lease payments at December 31, 2002 that the Company could be required to pay under this guarantee is approximately $333 million. If CNA was required to assume the entire lease obligation, the Company would have the right to pursue reimbursement from the other shareholders and would have the right to all sublease revenues.

The Company has recorded a liability of approximately $10 million for its share of estimated future operating deficits of this joint venture through 2016.

Ratings have become an increasingly important factor in establishing the competitive position of insurance companies. CNA’s insurance company subsidiaries are rated by major rating agencies, and these ratings reflect the rating agency’s opinion of the insurance company’s financial strength, operating performance, strategic position and ability to meet its obligations to policyholders. Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization. Each agency’s rating should be evaluated independently of any other agency’s rating. One or more of these agencies could take action in the future to change the ratings of CNA’s insurance subsidiaries. If those ratings were downgraded as a result, CNA’s results of operations or equity could be materially adversely impacted.

The table below reflects ratings issued by A.M. Best, S&P, Moody’s and Fitch as of February 24, 2003 for the CCC Pool, the CIC Pool, Continental Assurance Corporation (CAC) Pool and CNA Group Life Assurance Company (CNAGLA). Also rated were CNAF’s senior debt and Continental senior debt.

		NR = Not Rated

		All rating outlooks on the above ratings are stable unless otherwise noted.

*		CAC and Valley Forge Life Insurance Company (VFL) are rated separately by Moody’s and both have an A2 rating.

During the fourth quarter of 2002, A.M. Best and Fitch affirmed the existing financial strength ratings of each of the insurance pools and the debt ratings of CNAF, as noted in the above table.

In February of 2003, S&P affirmed the ratings of the property and casualty pools, CCC and CIC, and downgraded the life pool, CAC, by one notch from A+ to A. S&P cited that the downgrade of the life operations was primarily because S&P wanted to bring the ratings on all the companies in the group closer together and because the companies’ business profile has changed over the past two years.

Corporate bonds comprise a significant portion of the Company’s investment portfolio. The Company regularly reviews the market value of these securities, and challenges whether an other-than-temporary decline in value has occurred for securities that are trading below cost (see Investments section of MD&A). In light of the current volatility in the financial markets and the dramatic impact that several recent accounting scandals have had on specific issuers, the Company may be subject to future impairment losses that could materially adversely impact its results of operations. Any future impairment losses would not have a material impact on the Company’s overall equity. See the discussion of CNA’s impairment committee in the investment section of the MD&A.

CNAF’s ability to pay dividends and other credit obligations is significantly dependent on receipt of dividends from its subsidiaries. The payment of dividends to CNAF by its insurance subsidiaries without prior approval of the insurance department of each subsidiary’s domiciliary jurisdiction is limited by formula. Dividends in excess of these amounts are subject to prior approval by the respective state insurance departments.

Dividends from CCC are subject to the insurance holding company laws of the State of Illinois, the domiciliary state of CCC. Under these laws, ordinary dividends, or dividends that do not require prior approval of the Department, may be paid only from earned surplus, which is calculated by removing unrealized gains from unassigned surplus. As of December 31, 2002, CCC’s earned surplus is in a positive position, thereby enabling CCC to pay approximately $1,069 million of dividend payments during 2003 that would not be subject to the Department’s prior approval. The actual level of dividends paid in any year is determined after an assessment

of available dividend capacity, holding company liquidity and cash needs as well as the impact the dividends will have on the statutory surplus of the applicable insurance company.

CCC’s positive earned surplus at December 31, 2002 is contrasted to its negative earned surplus position at December 31, 2001. Prompted, in part, by the negative earned surplus position at December 31, 2001, the Company embarked on a capital realignment initiative within the CCC intercompany reinsurance pool (Pool) during 2002, the benefits of which included the restoration of CCC’s earned surplus to a positive position. This initiative involved the payment of dividends to CCC from its insurance subsidiaries during the fourth quarter of 2002. As a result of this distribution of the cumulative earnings of CCC’s insurance subsidiaries, CCC’s earned surplus was restored to a positive level at December 31, 2002, approximating $1,069 million.

This initiative involved a change to the underwriting structure of CCC and eight of its subsidiaries from the Pool structure to a structure in which CCC assumes 100% of the net underwriting risks of the group of companies formerly comprising the pool. This is the Company’s first step in a multi-year project to reduce duplicative legal entities, thereby facilitating more efficient operations and cost savings.

In addition, by agreement with the New Hampshire Insurance Department, as well as certain other state insurance departments, dividend payments for the CIC pool are restricted to internal and external debt service requirements through September 2003 up to a maximum of $85 million annually, without the prior approval of the New Hampshire Insurance Department.

CNA’s domestic insurance subsidiaries are subject to risk-based capital requirements. Risk-based capital is a method developed by the NAIC to determine the minimum amount of statutory capital appropriate for an insurance company to support its overall business operations in consideration of its size and risk profile. The formula for determining the amount of risk-based capital specifies various factors, weighted based on the perceived degree of risk, which are applied to certain financial balances and financial activity. The adequacy of a company’s actual capital is evaluated by a comparison to the risk-based capital results, as determined by the formula. Companies below minimum risk-based capital requirements are classified within certain levels, each of which requires specified corrective action. As of December 31, 2002 and 2001, all of CNA’s domestic insurance subsidiaries exceeded the minimum risk-based capital requirements.

In September of 2000, the FASB issued Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (SFAS 140). SFAS 140 supercedes SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS 140 revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures. The adoption of SFAS 140 on March 31, 2001 did not have a significant impact on the results of operations or equity of the Company.

Effective January 1, 2001, the Company accounts for derivatives and hedging activities in accordance with SFAS 133. The initial adoption of SFAS 133 did not have a significant impact on the equity of the Company; however, adoption of SFAS 133 resulted in an after-tax decrease to 2001 net income of $61 million. Of this transition amount, approximately $58 million related to investments and investment-related derivatives. Because the Company already carried its

investment and investment-related derivatives at fair value through other comprehensive income, there was an equal and offsetting favorable adjustment of $58 million to stockholders’ equity (accumulated other comprehensive income). The remainder of the transition adjustment is primarily attributable to collateralized debt obligation (CDOs) products that are classified as derivatives under SFAS 133.

On April 1, 2001, the Company adopted Emerging Issues Task Force Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets (EITF 99-20). EITF 99-20 establishes how a transferor that retains an interest in securitized financial assets or an enterprise that purchases a beneficial interest in securitized financial assets should account for interest income and impairment. The adoption of EITF 99-20 did not have a significant impact on the results of operations or equity of the Company.

In June of 2001, the FASB issued Statement of Financial Accounting Standards No. 141, Business Combinations (SFAS 141). SFAS 141 requires companies to use the purchase method of accounting for business combinations initiated after June 30, 2001 and prohibits the use of the pooling-of-interests method of accounting. CNA has adopted this standard for all business combinations initiated subsequent to June 30, 2001. The adoption of SFAS 141 did not have a significant impact on the results of operations or equity of the Company.

On January 1, 2002, CNA adopted SFAS 142. SFAS 142 changed the accounting for goodwill and indefinite-lived intangible assets from an amortization method to an impairment-only approach. Amortization of goodwill and indefinite-lived intangible assets recorded in past business combinations ceased upon adoption of SFAS 142. Accordingly, net income for the year ended December 31, 2002 does not include amortization expense on goodwill or indefinite-lived intangible assets. Goodwill and indefinite-lived intangible assets are tested for impairment annually or when certain triggering events require such tests.

During 2002, the Company completed its initial goodwill impairment testing and recorded a $64 million pretax, or $57 million after-tax, impairment charge. In accordance with SFAS 142, the impairment charge, which primarily consists of a $51 million pretax, or $48 million after-tax, charge in Specialty Lines, a $12 million pretax, or $8 million after-tax, charge in Life Operations, and a $1 million pretax, or $1 million after-tax, charge in Corporate and Other, was recorded as a cumulative effect of a change in accounting principle as of January 1, 2002. Any impairment losses incurred after the initial application of this standard will be reported in operating results.

In October of 2001, the FASB issued Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS 144 addresses accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of (SFAS 121). Effective January 1, 2002, CNA adopted SFAS 144 for impairments of long-lived assets and for long-lived assets to be disposed of on or after January 1, 2002. The adoption of SFAS 144 did not have a significant impact on the results of operations or equity of the Company; however, it did impact the income statement presentation of certain operations sold in 2002.

Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring) (EITF 94-3). CNA adopted the provisions of SFAS 146 for all disposal activities initiated after June 30, 2002. The adoption of SFAS 146 did not have a significant impact on the results of operations or equity of the Company.

In November of 2002, the FASB issued FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (an interpretation of FASB Statements of Financial Accounting Standards No. 5, 57, and 107 and rescission of FASB Interpretation No. 34) (FIN 45). FIN 45 clarifies the requirements of FASB Statement of Financial Accounting Standards No. 5, Accounting for Contingencies (SFAS 5) relating to a guarantor’s accounting for, and disclosure of, the issuance of certain types of guarantees. FIN 45 provides for additional disclosure requirements related to guarantees, which are effective for financial periods ending after December 15, 2002. Additionally, FIN 45 outlines provisions for initial recognition and measurement of the liability incurred in providing a guarantee. These provisions are to be applied on a prospective basis to guarantees issued or modified after December 31, 2002. CNA has implemented the disclosure requirements of FIN 45 and will adopt the provisions for initial recognition and measurement for all guarantees issued or modified after December 31, 2002. The initial adoption for the recognition and measurement requirements of FIN 45 is not expected to have a significant impact on the results of operations or equity of the Company.

In December of 2002, the FASB issued Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure (SFAS 148). SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS 148 also amends the disclosure requirements of SFAS 123, Accounting for Stock-Based Compensation, to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. CNA has adopted this standard beginning with the 2002 annual financial statements and will implement the disclosure requirements in all subsequent annual and interim financial statements. The Company has not determined if it will adopt fair value accounting in 2003.

In January of 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51 (ARB 51) (FIN 46). As a general rule, ownership by the parent, either directly or indirectly, of over 50% of the outstanding voting shares of a subsidiary is a condition requiring the preparation of consolidated financial statements of the parent and its subsidiary. FIN 46 clarifies the exceptions to this general rule, as enunciated in paragraph two of ARB 51. FIN 46 requires an entity to consolidate a variable interest entity (VIE) even though the entity does not, either directly or indirectly, own over 50% of the outstanding voting shares.

FIN 46 defines a VIE as one in which a) the equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, which is provided through other interests that will absorb some or all of the expected losses of the entity, or b) the equity investors lack one or more of the following essential characteristics of a controlling financial interest i) direct or indirect ability to make decisions about the entity’s activities through voting rights or similar rights ii) the obligation to absorb the expected losses of the entity, if they occur or iii) the right to receive the expected residual returns of the entity, if they occur. The primary beneficiary of a VIE is required to consolidate the VIE.

Financial statements issued after January 31, 2003 are required to disclose the nature, purpose, activities and size of the VIE and maximum exposure to loss as a result of its involvement with the VIE. The Company reviewed FIN 46 and is of the opinion that at the present time, the Company is neither a primary beneficiary of a VIE nor does it have a significant involvement with a VIE.

This report includes a number of statements which relate to anticipated future events (forward-looking statements) rather than actual present conditions or historical events. You can identify forward-looking statements because generally they include words such as “believes”, “expects”, “intends”, “anticipates”, “estimates”, and similar expressions. Forward-looking statements in this report include expected developments in the Company’s insurance business, including losses for asbestos, environmental pollution and mass tort claims; the Company’s expectations concerning its revenues, earnings, expenses and investment activities; expected cost savings and other results from the Company’s restructuring activities; and the Company’s proposed actions in response to trends in its business.

Forward-looking statements, by their nature, are subject to a variety of inherent risks and uncertainties that could cause actual results to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by the Company. Some examples of these risks and uncertainties are:

•		general economic and business conditions, including inflationary pressures on medical care costs, construction costs and other economic sectors that increase the severity of claims;

•		changes in financial markets such as fluctuations in interest rates, long term periods of low interest rates, credit conditions and currency, commodity and stock prices;

•		the effects of corporate bankruptcies, such as Enron and WorldCom, on surety bond claims, as well as on capital markets, and on the markets for directors and officers and errors and omissions coverages;

•		changes in foreign or domestic political, social and economic conditions;

•		regulatory initiatives and compliance with governmental regulations, judicial decisions, including interpretation of policy provisions, decisions regarding coverage and theories of liability, trends in litigation and the outcome of any litigation involving the Company, and rulings and changes in tax laws and regulations;

•		regulatory limitations and restrictions upon the Company;

•		the impact of competitive products, policies and pricing and the competitive environment in which the Company operates, including changes in the Company’s books of business;

•		product and policy availability and demand and market responses, including the level of ability to obtain rate increases and decline or non-renew underpriced accounts, to achieve premium targets and profitability and to realize growth and retention estimates;

•		development of claims and the impact on loss reserves, including changes in claim settlement practices;

•		the effectiveness of current initiatives by claims management to reduce loss and expense ratio through more efficacious claims handling techniques;

•		the performance of reinsurance companies under reinsurance contracts with the Company;

•		results of financing efforts, including the availability of bank credit facilities;

•		changes in the Company’s composition of operating segments;

•		weather and other natural physical events, including the severity and frequency of storms, hail, snowfall and other winter conditions, as well as of natural disasters such as hurricanes and earthquakes;

•		man-made disasters, including the possible occurrence of terrorist attacks and the effect of the absence of applicable terrorism legislation on coverages;

•		the occurrence of epidemics;

•		exposure to liabilities due to claims made by insureds and others relating to asbestos remediation and health-based asbestos impairments, and exposure to liabilities for environmental pollution and mass tort claims;

•		the sufficiency of the Company’s loss reserves and the possibility of future increases in reserves;

•		the level of success in integrating acquired businesses and operations, and in consolidating existing ones;

•		the possibility of changes in the Company’s ratings by ratings agencies and changes in rating agency policies and practices; and

•		the actual closing of contemplated transactions and agreements.

Any forward-looking statements made in this report are made by the Company as of the date of this report. The Company does not have any obligation to update or revise any forward-looking statement contained in this report, even if the Company’s expectations or any related events, conditions or circumstances change.

Market risk is a broad term related to changes in the fair value of a financial instrument. Discussions herein regarding market risk focus on only one element of market risk – price risk. Price risk relates to changes in the level of prices due to changes in interest rates, equity prices, foreign exchange rates or other factors that relate to market volatility of the rate, index or price underlying the financial instrument. The Company’s primary market risk exposures are due to changes in interest rates, although the Company has certain exposures to changes in equity prices and foreign currency exchange rates. The fair value of the financial instruments is adversely affected when interest rates rise, equity markets decline and the dollar strengthens against foreign currency.

Active management of market risk is integral to the Company’s operations. The Company may use the following tools to manage its exposure to market risk within defined tolerance ranges: (1) change the character of future investments purchased or sold, (2) use derivatives to offset the market behavior of existing assets and liabilities or assets expected to be purchased and liabilities to be incurred, or (3) rebalance its existing asset and liability portfolios.

For purposes of this disclosure, market risk sensitive instruments are divided into two categories: (1) instruments entered into for trading purposes and (2) instruments entered into for purposes other than trading. The Company’s general account market risk sensitive instruments presented are classified as held for purposes other than trading.

CNA monitors its sensitivity to interest rate risk by evaluating the change in the value of financial assets and liabilities due to fluctuations in interest rates. The evaluation is performed by applying an instantaneous change in interest rates of varying magnitudes on a static balance sheet to determine the effect such a change in rates would have on the Company’s market value at risk and the resulting effect on stockholders’ equity. The analysis presents the sensitivity of the market value of the Company’s financial instruments to selected changes in market rates and prices. The range of change chosen reflects the Company’s view of changes that are reasonably possible over a one-year period. The selection of the range of values chosen to represent changes in interest rates should not be construed as the Company’s prediction of future market events, but rather an illustration of the impact of such events.

The sensitivity analysis estimates the decline in the market value of the Company’s interest sensitive assets and liabilities that were held on December 31, 2002 and December 31, 2001 due to instantaneous parallel increases in the period end yield curve of 100 and 150 basis points.

The sensitivity analysis also assumes an instantaneous 10% and 20% decline in the foreign currency exchange rates versus the United States dollar from their levels at December 31, 2002 and December 31, 2001, with all other variables held constant.

Equity price risk was measured assuming an instantaneous 10% and 25% decline in the S&P 500 Index (Index) from its level at December 31, 2002 and December 31, 2001 with all other variables held constant. The Company’s equity holdings were assumed to be highly and positively correlated with the Index. At December 31, 2002, a 10% and 25% decrease in the Index would result in a $234 million and $585 million decrease compared to $366 million and $914 million decrease at December 31, 2001, in the market value of the Company’s equity investments.

Of these amounts, under the 10% and 25% scenarios, $113 million and $284 million at December 31, 2002 and $163 million and $407 million at December 31, 2001 pertained to decreases in the market value of the separate account investments. These decreases would substantially be offset by decreases in related separate account liabilities to customers. Similarly, increases in the market value of the separate account equity investments would also be offset by increases in the same related separate account liabilities by the same approximate amounts.

The following tables present the estimated effects on the market value of the Company’s financial instruments at December 31, 2002 and December 31, 2001, due to an increase in interest rates of 100 basis points, a 10% decline in foreign currency exchange rates and a 10% decline in the Index.

The following tables present the estimated effects on the market value of the Company’s financial instruments at December 31, 2002 and December 31, 2001, due to an increase in interest rates of 150 basis points, a 20% decline in foreign currency exchange rates and a 25% decline in the Index.

The accompanying Notes are an integral part of these Consolidated Financial Statements.

The Consolidated Financial Statements include the accounts of CNA Financial Corporation (CNAF) and its controlled subsidiaries, which include property and casualty insurance companies (principally Continental Casualty Company (CCC) and The Continental Insurance Company (CIC)) and life and group insurance companies (principally Continental Assurance Company (CAC), Valley Forge Life Insurance Company (VFL) and CNA Group Life Assurance Company (CNAGLA)), collectively CNA or the Company. Loews Corporation (Loews) owned approximately 90% of the outstanding common stock of CNAF as of December 31, 2002.

The accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). All significant intercompany amounts have been eliminated. Certain amounts applicable to prior years have been reclassified to conform to the current year presentation.

As a result of a routine review of the Company’s periodic filings by the Division of Corporation Finance of the Securities and Exchange Commission (SEC), the Company has restated its financial statements. The restated financial statements reflect an adjustment to the Company’s historical accounting for its investment in life settlement contracts and the related revenue recognition. See Note T for further discussion.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

CNA conducts its operations through five operating segments: Standard Lines, Specialty Lines and CNA Re (which comprise the property and casualty segments), Group Operations and Life Operations. In addition to the five operating segments, certain other activities are reported in the Corporate and Other segment. These operating segments reflect the way CNA manages its operations and makes business decisions.

Insurance products include property and casualty coverages; life, accident and health insurance; retirement products and annuities; and property and casualty reinsurance. CNA services include risk management, information services, healthcare claims management, and claims administration. CNA’s products and services are marketed through independent agents, brokers, managing general agents and direct sales.

Premiums: Insurance premiums on property and casualty and accident and health insurance contracts are recognized in proportion to the underlying risk insured which principally is earned ratably over the duration of the policies after deductions for ceded insurance premiums. The reserve for unearned premiums on these contracts represents the portion of premiums written relating to the unexpired terms of coverage.

Property and casualty contracts that are retrospectively rated contain contract provisions that result in an adjustment to the initial policy premium depending on the contract provisions and loss experience of the insured during the experience period. For such contracts, the Company estimates the amount of ultimate premiums that the Company may earn upon completion of the experience period and recognizes either an asset or a liability for the difference between the initial policy premium and the estimated ultimate premium. The Company adjusts such estimated ultimate premium amounts during the course of the experience period based on actual results to date. The resulting adjustment is recorded as either a reduction of or an increase to the earned premiums for the period.

Revenues on interest-sensitive contracts are composed of contract charges and fees, which are recognized over the coverage period. Premiums for other life insurance products and annuities are recognized as revenue when due after deductions for ceded insurance premiums.

Claim and claim adjustment expense reserves: Claim and claim adjustment expense reserves, except reserves for structured settlements not associated with environmental pollution and mass tort and asbestos (APMT), workers compensation lifetime claims and accident and health disability claims, are not discounted and are based on 1) case basis estimates for losses reported on direct business, adjusted in the aggregate for ultimate loss expectations; 2) estimates of incurred but not reported losses; 3) estimates of losses on assumed reinsurance; 4) estimates of future expenses to be incurred in the settlement of claims; and 5) estimates of salvage and subrogation recoveries. Management considers current conditions and trends as well as past Company and industry experience in establishing these estimates. The effects of inflation, which can be significant, are implicitly considered in the reserving process and are part of the recorded reserve balance. Insurance and reinsurance receivables are reported as assets in the Consolidated Balance Sheets.

Structured settlements have been negotiated for certain property and casualty insurance claims. Structured settlements are agreements to provide fixed periodic payments to claimants. Certain structured settlements are funded by annuities purchased from CAC for which the related annuity obligations are reported in future policy benefits reserves. Obligations for structured settlements not funded by annuities are included in claim and claim adjustment expense reserves and carried at present values determined using interest rates ranging from 6.0% to 7.5%. At December 31, 2002 and 2001, the discounted reserves for unfunded structured settlements were $884 million and $887 million, net of discount of $1,466 million and $1,478 million.

Workers compensation lifetime claim reserves and accident and health disability claim reserves are calculated using mortality and morbidity assumptions based on Company and industry experience, and are discounted at interest rates allowed by insurance regulators that range from 3.5% to 6.5%. At December 31, 2002 and 2001, such discounted reserves totaled $2,537 million and $2,384 million, net of discount of $974 million and $978 million.

Future policy benefits reserves: Reserves for traditional life insurance products (whole and term life products) and long term care products are computed using the net level premium method, which incorporates actuarial assumptions as to interest rates, mortality, morbidity, withdrawals and expenses. Actuarial assumptions generally vary by plan, age at issue and policy duration, and include a margin for adverse deviation. Interest rates range from 2.3% to 9.8%, and mortality, morbidity and withdrawal assumptions are based on Company and industry experience prevailing at the time of issue. Expense assumptions include the estimated effects of inflation and expenses to be incurred beyond the premium paying period. Reserves for interest-sensitive contracts are equal to the account balances that accrue to the benefit of the policyholders. Interest crediting rates ranged from 4.4% to 6.5% for the three years ended December 31, 2002.

Policyholders’ funds reserves: Policyholders’ funds reserves include reserves for universal life insurance contracts and investment contracts without life contingencies. The liability for policy benefits for universal life-type contracts is equal to the balance that accrues to the benefit of policyholders, including credited interest, amounts that have been assessed to compensate the Company for services to be performed over future periods, and any amounts previously assessed against policyholders that are refundable on termination of the contract. For investment contracts, policyholder liabilities are equal to the accumulated policy account values, which consist of an accumulation of deposit payments plus credited interest, less withdrawals and amounts assessed through the end of the period.

Guaranty fund and other insurance-related assessments: Liabilities for guaranty fund and other insurance-related assessments are accrued when an assessment is probable, when it can be reasonably estimated, and when the event obligating the entity to pay an imposed or probable assessment has occurred. Liabilities for guaranty funds and other insurance-related assessments are not discounted and are included as part of other liabilities in the Consolidated Balance Sheets. As of December 31, 2002 and 2001, the liability balance was $63 million and $94 million. As of December 31, 2002 and 2001, included in other assets were $32 million and $24 million of related assets for premium tax offsets or policy surcharges. The related asset is limited to the amount that is determined based on future premium collections or policy surcharges from policies in force.

Reinsurance: Amounts recoverable from reinsurers are estimated in a manner consistent with claim and claim adjustment expense reserves or future policy benefits reserves and are reported as a receivable in the Consolidated Balance Sheets. The cost of reinsurance related to long-duration contracts is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies. An estimated allowance for doubtful accounts is recorded on the basis of periodic evaluations of balances due from reinsurers, reinsurer solvency, management’s experience and current economic conditions.

Reinsurance contracts that do not meet the criteria for risk transfer are recorded using the deposit method of accounting, which requires that premium paid or received by the ceding company or assuming company be accounted for as a deposit asset or liability. The Company primarily records these deposits as either reinsurance receivables or other assets for ceded recoverables and reinsurance balances payable or other liabilities for assumed liabilities. At December 31, 2002 and 2001, the Company had approximately $618 million and $693 million recorded as deposit assets and $569 million and $511 million recorded as deposit liabilities.

Income on reinsurance contracts accounted for under the deposit method is recognized using a constant effective yield based on the anticipated timing of payments and the remaining life of the contract. When the estimate of timing of payments changes, the effective yield is recalculated to reflect actual payments to date and the estimated timing of future payments. The deposit asset or liability is adjusted to the amount that would have existed had the new effective yield been applied since the inception of the contract. This adjustment is reflected in other revenue or other operating expense as appropriate.

Participating insurance: Policyholder dividends are accrued using an estimate of the amount to be paid based on underlying contractual obligations under policies and applicable state laws. When limitations exist on the amount of net income from participating life insurance contracts that may be distributed to stockholders, the policyholders’ share of net income on those contracts that cannot be distributed is excluded from stockholders’ equity by a charge to operations and the establishment of a corresponding liability.

Deferred acquisition costs: Costs, including commissions, premium taxes and certain underwriting and policy issuance costs, which vary with and are related primarily to the acquisition of property and casualty insurance business, are deferred and amortized ratably over the period the related premiums are earned. Anticipated investment income is considered in the determination of the recoverability of deferred acquisition costs.

The excess of first-year commissions over renewal commissions and other first-year costs of acquiring life insurance business, such as agency and policy issuance expenses, which vary with and are related primarily to the production of new and renewal business, have been deferred and are amortized with interest over the expected life of the related contracts. The excess of first-year ceded expense allowances over renewal ceded expense allowances reduces applicable unamortized deferred acquisition costs.

Deferred acquisition costs related to non-participating traditional life insurance and accident and health insurance are being amortized over the premium-paying period of the related policies using assumptions consistent with those used for computing future policy benefits reserves for such contracts. Assumptions as to anticipated premiums are made at the date of policy issuance or acquisition and are consistently applied during the lives of the contracts. Deviations from estimated experience are included in operations when they occur. For these contracts, the amortization period is typically the estimated life of the policy.

For universal life and cash value annuity contracts, the amortization of deferred acquisition costs is recorded in proportion to the present value of estimated gross margins or profits. The gross margins or profits result from actual earned interest minus actual credited interest, actual costs of insurance (mortality) charges minus expected mortality, actual expense charges minus expected maintenance expenses and surrender charges. Amortization interest rates are based on rates in effect at the inception or acquisition of the contracts or the latest revised rate applied to the remaining benefit period, according to product line. Actual gross margins or profits can vary from the Company’s estimates resulting in increases or decreases in the rate of amortization. When appropriate, the Company revises its assumptions of the estimated gross margins or profits of these contracts, and the cumulative amortization is re-estimated and adjusted through current operations. To the extent that unrealized gains or losses on available-for-sale securities would result in an adjustment of deferred acquisition costs had they actually been realized, an adjustment is recorded to deferred acquisition costs and to unrealized investment gains or losses.

Deferred acquisition costs are recorded net of ceding commissions and other ceded acquisition costs. The Company evaluates deferred acquisition costs for recoverability; adjustments, if necessary, are recorded in current operations.

Investments in life settlement contracts and related revenue recognition: The Company has purchased investments in life settlement contracts. Under a life settlement contract, CNA obtains the rights of being the owner and beneficiary to an underlying life insurance policy. The carrying value of each contract at purchase and at the end of each reporting period is equal to the cash surrender value of the policy in accordance with Financial Accounting Standards Board (FASB) Technical Bulletin 85-4 Accounting for Purchases of Life Insurance (FTB 85-4). Amounts paid to purchase these contracts that are in excess of the cash surrender value, at the date of purchase, are expensed immediately. Periodic maintenance costs, such as premiums, necessary to keep the underlying policy inforce are expensed as incurred and included in other operating expenses. Revenue is recognized and included in other revenue in the Consolidated Statements of Operations when the life insurance policy underlying the life settlement contract matures.

CAC and VFL write investment and annuity contracts. The supporting assets and liabilities of certain of these contracts are legally segregated and reported as assets and liabilities of separate account business. CAC and VFL guarantee principal and a specified return to the contract holders on approximately 58% and 53% of the separate account business at December 31, 2002 and 2001. Substantially all assets of the separate account business are carried at fair value. Separate account liabilities are carried at contract values.

During July of 2002, the Company entered into an agreement, whereby The Phoenix Companies, Inc. (Phoenix) acquired the variable life and annuity business of VFL through a coinsurance arrangement, with modified coinsurance on the separate accounts. See Note P for further details of this agreement.

Valuation of investments: CNA classifies its fixed maturity securities (bonds and redeemable preferred stocks) and its equity securities as available-for-sale, and as such, they are carried at fair value. The amortized cost of fixed maturity securities is adjusted for amortization of premiums and accretion of discounts to maturity, which are included in net investment income. Changes in fair value are reported as a component of other comprehensive income. Investments are written down to fair value and losses are recognized in income when a decline in value is determined to be other-than-temporary.

For asset-backed securities included in fixed maturity securities, the Company recognizes income using a constant effective yield based on anticipated prepayments and the estimated economic life of the securities. When estimates of prepayments change, the effective yield is recalculated to reflect actual payments to date and anticipated future payments. The net investment in the securities is adjusted to the amount that would have existed had the new effective yield been applied since the acquisition of the securities. Such adjustments are reflected in net investment income.

Mortgage loans are carried at unpaid principal balances, including unamortized premium or discount. Real estate is carried at depreciated cost. Policy loans are carried at unpaid balances. Short term investments are generally carried at amortized cost, which approximates fair value.

The Company’s limited partnership investments are recorded at fair value and typically reflect a reporting lag of up to three months. Fair value represents CNA’s equity in the partnership’s net assets as determined by the General Partner.

Limited partnerships are a relatively small portion of the Company’s overall investment portfolio. The majority of the limited partnerships invest in a substantial number of securities that are readily marketable. The Company is a passive investor in such partnerships and does not have influence over the partnerships’ management, who are committed to operate them according to established guidelines and strategies. These strategies may include the use of leverage and hedging techniques that potentially introduce more volatility and risk to the partnerships.

Other invested assets include certain derivative securities. Investments in derivative securities are carried at fair value with changes in fair value reported as a component of realized gains or losses or other comprehensive income, depending on their hedge designation. Changes in the fair value of derivative securities which are not designated as hedges, are reported as a component of realized gains or losses.

Investment gains and losses: All securities transactions are recorded on the trade date. Realized investment gains and losses are determined on the basis of the cost or amortized cost of the specific securities sold.

Equity in unconsolidated affiliates: CNA uses the equity method of accounting for investments in companies in which its ownership interest of the voting shares of an investee company enables CNA to influence the operating or financial decisions of the investee company, but CNA is without a controlling financial interest. CNA’s proportionate share of equity in net income of these unconsolidated affiliates is reported in other revenues.

Securities lending activities: CNA lends securities to unrelated parties, primarily major brokerage firms. Borrowers of these securities must deposit collateral with CNA of at least 102% of the fair value of the securities loaned if the collateral is cash or securities. CNA maintains effective control over all loaned securities and, therefore, continues to report such securities as fixed maturity securities in the Consolidated Balance Sheets.

Cash collateral received on these transactions is invested in short term investments with an offsetting liability recognized for the obligation to return the collateral. Non-cash collateral, such as securities or letters of credit, received by the Company are not reflected as assets of the Company as there exists no right to sell or repledge the collateral. The fair value of collateral held and included in short term investments was $544 million and $912 million at December 31, 2002 and 2001. The fair value of non-cash collateral was $777 million and $413 million at December 31, 2002 and 2001.

Effective January 1, 2001, the Company accounts for derivatives and hedging activities in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). The initial adoption of SFAS 133 did not have a significant impact on the equity of the Company; however, adoption of SFAS 133 resulted in an after-tax decrease to 2001 net income of $61 million. Of this transition amount, approximately $58 million related to investments and investment-related derivatives. Because the Company already carried its investment and investment-related derivatives at fair value through other comprehensive income, there was an equal and offsetting favorable adjustment of $58 million to stockholders’ equity (accumulated other comprehensive income). The remainder

of the transition adjustment is primarily attributable to collateralized debt obligation (CDOs) products that are classified as derivatives under SFAS 133.

A derivative is typically defined as an instrument whose value is “derived” from an underlying instrument, index or rate, has a notional amount, requires little or no initial investment and can be net settled. Derivatives include, but are not limited to, the following types of financial instruments: interest rate swaps, interest rate caps and floors, put and call options, warrants, futures, forwards, commitments to purchase securities, and combinations of the foregoing. Derivatives embedded within non-derivative instruments (such as call options embedded in convertible bonds) must be split from the host instrument and accounted for in accordance with SFAS 133 when the embedded derivative is not clearly and closely related to the host instrument. In addition, non-investment instruments, including certain types of insurance contracts, mainly CDOs and synthetic guaranteed investment contracts (synthetic GICs) that have historically not been considered derivatives, may be derivatives or contain embedded derivatives under SFAS 133.

CDOs represent a credit enhancement product that is typically structured in the form of a swap. The Company has determined that this product is a derivative under SFAS 133. Changes in the estimated fair value of CDOs, like other derivative financial instruments with no hedge designation, are recorded in realized gains or losses as appropriate. The Company did not incur any default losses in 2002. The Company incurred approximately $25 million and $13 million of default losses on these products for the years ended December 31, 2001 and 2000. The Company is no longer writing this product.

In the normal course of business, the Company, through Group Operations, markets synthetic GICs to institutional customers. These contracts are accounted for as derivative financial instruments. Synthetic GICs are guaranteed investment contracts that simulate the performance of a traditional GIC through the use of financial instruments. A key difference between a synthetic GIC and a traditional GIC is that the contract owner owns the financial instruments underlying the synthetic GIC; whereas, the contract owner owns only the contract itself with a traditional GIC. The Company mitigates its exposure under these contracts by maintaining the ability to reset the crediting rate on a monthly/quarterly basis. This rate reset effectively passes any cash flow volatility and asset underperformance back to the contract owner.

SFAS 133 requires that all derivatives be accounted for on a fair value basis. The Company’s derivatives are reported as other invested assets, with the exception of CDOs and synthetic GICs, which are reported as other assets and/or other liabilities. Embedded derivative instruments subject to bifurcation are also accounted for on a fair value basis and reported together with the host contract. If certain criteria are met, a derivative may be specifically designated as a hedge of exposures to changes in fair value, cash flows or foreign currency exchange rates. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the nature of any hedge designation thereon.

The Company’s accounting for changes in the fair value of general account derivatives is as follows:

Changes in the fair value of derivatives held in the separate accounts are reflected in separate account earnings. Because separate account investments are generally carried at fair value with changes therein reflected in separate account earnings, hedge accounting is generally not applicable to separate account derivatives.

CNA uses investment derivatives in the normal course of business, primarily to reduce its exposure to market risk (principally interest rate risk, equity stock price risk and foreign currency risk) stemming from various assets and liabilities and credit risk (the ability of an obligor to make timely payment of principal and/or interest). The Company’s principal objective under such risk strategies is to achieve the desired reduction in economic risk, even if the position will not receive hedge accounting treatment. The Company also uses derivatives for purposes of income enhancement, primarily via the sale of covered call options.

The Company’s use of derivatives is limited by statutes and regulations promulgated by the various regulatory bodies to which it is subject, and by its own derivative policy. The derivative policy limits the authorization to initiate derivative transactions to certain personnel. The policy generally prohibits the use of derivatives with a maturity greater than 18 months, unless the derivative is matched with assets or liabilities having a longer maturity. The policy prohibits the use of derivatives containing greater than one-to-one leverage with respect to changes in the underlying price, rate or index. The policy also prohibits the use of borrowed funds, including funds obtained through repurchase transactions, to engage in derivative transactions.

Credit exposure associated with non-performance by the counterparties to derivative instruments is generally limited to the gross fair value of the asset related to the instruments recognized in the Consolidated Balance Sheets. The Company mitigates the risk of non-performance by monitoring the creditworthiness of counterparties and diversifying derivatives to multiple counterparties. The Company generally requires collateral from its derivative investment counterparties depending on the amount of the exposure and the credit rating of the counterparty.

The Company has exposure to economic losses due to interest rate risk arising from changes in the level of, or volatility of, interest rates. The Company attempts to mitigate its exposure to interest rate risk through active portfolio management, which includes rebalancing its existing portfolios of assets and liabilities, as well as changing the characteristics of investments to be purchased or sold in the future. In addition, various derivative financial instruments are used to modify the interest rate risk exposures of certain assets and liabilities. These strategies include

the use of interest rate swaps, interest rate caps and floors, options, futures, forwards and commitments to purchase securities. These instruments are generally used to lock interest rates or unrealized gains, to shorten or lengthen durations of fixed maturity securities or investment contracts, or to hedge (on an economic basis) interest rate risks associated with investments, variable rate debt and life insurance liabilities. The Company has used these types of instruments as designated hedges against specific assets or liabilities on an infrequent basis.

The Company is exposed to equity price risk as a result of its investment in equity securities and equity derivatives. Equity price risk results from changes in the level or volatility of equity prices, which affect the value of equity securities, or instruments that derive their value from such securities. CNA attempts to mitigate its exposure to such risks by limiting its investment in any one security or index. The Company may also manage this risk by utilizing instruments such as options, swaps, futures and collars to protect appreciation in securities held. CNA uses derivatives in one of its separate accounts to mitigate equity price risk associated with its indexed group annuity contracts by purchasing Standard & Poor’s 500® (S&P 500®) index futures contracts in a notional amount equal to the contract holder liability, which is calculated using the S&P 500® rate of return.

The Company has exposure to credit risk arising from the uncertainty associated with a financial instrument obligor’s ability to make timely principal and/or interest payments. The Company attempts to mitigate this risk by limiting credit concentrations, practicing diversification, and frequently monitoring the credit quality of issuers and counterparties. In addition the Company may utilize credit derivatives such as credit default swaps to modify the credit risk inherent in certain investments. Credit default swaps involve a transfer of credit risk from one party to another in exchange for periodic payments. The Company infrequently designates these types of instruments as hedges against specific assets.

Foreign exchange rate risk arises from the possibility that changes in foreign currency exchange rates will impact the fair value of financial instruments denominated in a foreign currency. The Company’s foreign transactions are primarily denominated in Canadian dollars, British pounds and euros. The Company manages this risk via asset/liability matching and through the use of foreign currency futures and/or forwards. The Company has infrequently designated these types of instruments as hedges against specific assets or liabilities.

The contractual or notional amounts for derivatives are used to calculate the exchange of contractual payments under the agreements and are not representative of the potential for gain or loss on these instruments. Interest rates, equity prices and foreign currency exchange rates affect the fair value of derivatives. The fair values generally represent the estimated amounts that CNA would expect to receive or pay upon termination of the contracts at the reporting date. Dealer quotes are available for substantially all of CNA’s derivatives. For derivative instruments not actively traded, fair values are estimated using values obtained from independent pricing services, costs to settle or quoted market prices of comparable instruments.

The Company and its eligible subsidiaries are included in the consolidated federal income tax return of Loews and its eligible subsidiaries. The Company accounts for income taxes under the asset and liability method. Under the asset and liability method, deferred income taxes are recognized for temporary differences between the financial statement and tax return bases of assets

and liabilities. Future tax benefits are recognized to the extent that realization of such benefits are more likely than not.

Property and equipment are carried at cost less accumulated depreciation. Depreciation is based on the estimated useful lives of the various classes of property and equipment and is determined principally on the straight-line method.

Goodwill in the amount of $154 million and $245 million as of December 31, 2002 and 2001 represents the excess of purchase price over fair value of the net assets of acquired entities. CNA adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142) on January 1, 2002. SFAS 142 changed the accounting for goodwill and indefinite-lived intangible assets from an amortization method to an impairment-only approach. Amortization of goodwill and indefinite-lived intangible assets recorded in past business combinations ceased upon adoption of SFAS 142. Accordingly, net income for the year ended December 31, 2002 does not include amortization expense on goodwill or indefinite-lived intangible assets. Goodwill and indefinite-lived intangible assets are tested for impairment annually or when certain triggering events require such tests.

Had the Company not amortized goodwill in 2001 and 2000, net income and the related basic and diluted earnings per share amounts would have been as follows:

Prior to the adoption of SFAS 142, goodwill and indefinite-lived intangible assets were amortized on a straight-line basis over the period of expected benefit, generally ranging from 15 to 30 years.

Earnings (loss) per share available to common stockholders is based on weighted-average outstanding shares. The computation of earnings (loss) per share is as follows:

The Company has stock-based compensation plans which are detailed in Note J. The Company applies Accounting Policy Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and related interpretations, in accounting for its stock-based compensation plan. Under the recognition and measurement principles of APB 25, no stock-based compensation cost has been recognized as the exercise price of the granted options equaled the market price of the underlying stock at the grant date.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123), to stock-based employee compensation under the Company’s stock-based compensation plans.

In June of 2002, the FASB issued Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146). SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and supercedes Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring) (EITF 94-3). CNA adopted the provisions of SFAS 146 for all disposal activities initiated after June 30, 2002. The adoption of SFAS 146 did not have a significant impact on the results of operations or equity of the Company.

guarantees, which are effective for financial periods ending after December 15, 2002. Additionally, FIN 45 outlines provisions for initial recognition and measurement of the liability incurred in providing a guarantee. These provisions are to be applied on a prospective basis to guarantees issued or modified after December 31, 2002. CNA has implemented the disclosure requirements of FIN 45 and will adopt the provisions for initial recognition and measurement for all guarantees issued or modified after December 31, 2002. The initial adoption for the recognition and measurement requirements of FIN 45 is not expected to have a significant impact on the results of operations or equity of the Company.

The significant components of net investment income are presented in the following table.

Net realized investment gains (losses) and net change in unrealized appreciation (depreciation) in investments were as follows:

Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is possible that changes in these risk factors in the near term could have an adverse material impact on the Company’s results of operations or equity.

Realized investment losses included $890 million $129 million and $72 million of pretax impairment losses for the three years ended December 31, 2002, 2001 and 2000. The impairments recorded in 2002 were primarily the result of the continued credit deterioration on specific issuers in the bond and equity markets and the effects on such markets due to the overall slowing of the economy.

Other realized investment gains (losses) for the years ended December 31, 2002, 2001 and 2000 include gains and losses related to the sale and losses associated with the anticipated sale of certain operations or affiliates. See Note P for further details.

In March of 2000, the Company entered into hedge agreements related to its investment in Global Crossing Ltd. common stock (Global Crossing). The unrealized appreciation on the

stock that was preserved by the hedge was reflected as an unrealized gain in accumulated other comprehensive income at December 31, 2000. The hedge agreements were closed out in 2001, resulting in the recognition of a realized gain of $962 million pretax.

The unrealized gain on the Company’s position in Global Crossing, including the fair market value of the related hedge discussed in Note C, was $902 million at December 31, 2000.

Changes in the Company’s investment in Global Crossing, on a pretax basis, were as follows:

Changes in Net Realized Gains and Unrealized Appreciation (Depreciation) for Global Crossing

The following tables provide a summary of investments in fixed maturity and equity securities available-for-sale.

The following table summarizes fixed maturity securities, including embedded derivative financial instruments, by contractual maturity at December 31, 2002.

Actual maturities may differ from contractual maturities because certain securities may be called or prepaid with or without call or prepayment penalties.

The carrying value of fixed maturity investments that did not produce income during 2002 and 2001 was $88 million and $186 million. At December 31, 2002 and 2001, no investments, other than investments in U.S. government agency securities, exceeded 10% of stockholders’ equity.

The Company may from time to time invest in securities that may be restricted in whole or in part. As of December 31, 2002 and 2001, the Company did not hold any significant positions in investments whose sale was restricted.

Cash and securities with carrying values of approximately $1.8 billion and $2.0 billion were deposited by the Company’s insurance subsidiaries under requirements of regulatory authorities as of December 31, 2002 and 2001.

Cash and securities with carrying values of approximately $37 million and $30 million were deposited with financial institutions as collateral for letters of credit as of December 31, 2002 and 2001. See Note K further details.

During July of 2002, the Company entered into an agreement, whereby Phoenix acquired the variable life and annuity business of VFL through a coinsurance arrangement, with modified coinsurance on the separate accounts. Securities with carrying values of approximately $479 million continue to be held by the Company and are reported in separate account business in the assets section of the Consolidated Balance Sheet at December 31, 2002. See Note P for further details of this agreement.

A summary of the aggregate contractual or notional amounts, estimated fair values and recognized gains (losses) related to derivative financial instruments follows.

Realized investment gains and losses from derivative financial instruments included in separate accounts assets/liabilities are not included in the Company’s realized investment gains/losses.

Immediately following the adoption of SFAS 133 on January 1, 2001, which did not impact derivatives included in separate account investments, the Company’s general account derivative holdings were as follows:

As of January 1, 2001, the Company’s collar position, which was entered into during 2000, related to its investment in Global Crossing was the only derivative position that had been designated as a hedge for accounting purposes. The nature of the transition adjustment related to this hedge was such that the $962 million unrealized gain that existed on Global Crossing when the hedge was established was preserved in accumulated other comprehensive income. During 2001, the Company’s collar position related to Global Crossing was terminated and the related stock was sold.

The effectiveness of this hedge was measured based on changes in the intrinsic value of the collar in relation to changes in the fair value of Global Crossing. Changes in the time value component of the collar’s fair value were excluded from the hedge designation and measurement of effectiveness. Up to the date of the sale, the Global Crossing hedge was 100% effective. The change in the time value component of the collar was a pretax gain of $33 million for the year ended December 31, 2001, and has been recorded as a realized investment gain in the Consolidated Statements of Operations.

The Company’s other hedging activities primarily involve hedging interest rate and foreign currency risks on various assets and liabilities. The ineffective portion of the fair value hedges resulted in a realized loss of approximately $4 million and $1 million for the years ended December 31, 2002 and 2001.

In the normal course of business, CNA invests in various financial assets, incurs various financial liabilities and enters into agreements involving derivative securities.

Fair values are disclosed for all financial instruments, for which it is practicable to estimate fair value, whether or not such values are recognized in the Consolidated Balance Sheets. Management attempts to obtain quoted market prices for these disclosures. Where quoted market prices are not available, fair values are estimated using present value or other valuation techniques. These techniques are significantly affected by management’s assumptions, including discount rates and estimates of future cash flows. Potential taxes and other transaction costs have not been considered in estimating fair values. The estimates presented herein are not necessarily indicative of the amounts that CNA would realize in a current market exchange.

Non-financial instruments such as real estate, deferred acquisition costs, property and equipment, deferred income taxes and intangibles, and certain financial instruments such as insurance reserves and leases are excluded from the fair value disclosures. Therefore, the fair value amounts cannot be aggregated to determine the underlying economic value of the Company.

The carrying amounts reported in the Consolidated Balance Sheets for cash, short term investments, accrued investment income, receivables for securities sold, federal income taxes recoverable/payable, collateral on loaned securities and derivatives, payables for securities purchased, and certain other assets and other liabilities approximate fair value because of the short term nature of these items. These assets and liabilities are not listed in the following tables.

The following methods and assumptions were used by CNA in estimating the fair value for financial assets and liabilities.

The fair values of fixed maturity and equity securities were based on quoted market prices, where available. For securities not actively traded, fair values were estimated using values obtained from independent pricing services or quoted market prices of comparable instruments.

The fair values for mortgage loans and policy loans were estimated using discounted cash flows utilizing interest rates currently offered for similar loans to borrowers of comparable credit quality. Loans with similar characteristics were aggregated for purposes of these calculations.

Premium deposits and annuity contracts were valued based on cash surrender values and the outstanding fund balances.

Valuation techniques to determine fair value of limited partnership investments, other invested assets and other separate account business assets consisted of discounting cash flows, obtaining quoted market prices of the investments and comparing the investments to similar instruments or to the underlying assets of the investments.

CNA’s senior notes and debentures were valued based on quoted market prices. The fair value for other long term debt was estimated using discounted cash flows based on current incremental borrowing rates for similar borrowing arrangements.

The fair values of CDOs were determined largely based on management’s estimates using default probabilities of the debt securities underlying the contract, which were obtained from a rating agency, the term of each contract, and actual default losses recorded on the contract.

The fair values of financial guarantee contracts were estimated using discounted cash flows utilizing interest rates currently offered for similar contracts.

The fair values of guaranteed investment contracts of the separate account business were estimated using discounted cash flow calculations based on interest rates currently offered for similar contracts with similar maturities. The fair values of the liabilities for variable separate account business were based on the quoted market values of the underlying assets of each variable separate account. The fair values of other separate account liabilities approximate their carrying value because of their short term nature.

The carrying amount and estimated fair value of CNA’s financial instrument assets and liabilities are listed in the following table. Additional detail related to derivative financial instruments is also provided in a separate table. See Note C for further discussion.

CNA and its eligible subsidiaries (CNA Tax Group) are included in the consolidated federal income tax return of Loews and its eligible subsidiaries. Loews and CNA have agreed that for each taxable year, CNA will 1) be paid by Loews the amount, if any, by which the Loews consolidated federal income tax liability is reduced by virtue of the inclusion of the CNA Tax Group in the Loews consolidated federal income tax return or 2) pay to Loews an amount, if

any, equal to the federal income tax that would have been payable by the CNA Tax Group filing a separate consolidated tax return. In the event that Loews should have a net operating loss in the future computed on the basis of filing a separate consolidated tax return without the CNA Tax Group, CNA may be required to repay tax recoveries previously received from Loews. This agreement may be canceled by either party upon 30 days written notice.

In 2002, the inclusion of the CNA Tax Group in the consolidated federal income tax return of Loews resulted in an increased federal income tax liability for Loews. Accordingly, CNA has paid to Loews, or will pay to Loews, approximately $94 million for 2002. For 2001, the inclusion of the CNA Tax Group in the consolidated federal income tax return of Loews decreased the Loews federal income tax liability. Accordingly, Loews has paid CNA approximately $908 million for 2001. In 2000, the inclusion of the CNA Tax Group in the consolidated federal income tax return of Loews increased the Loews federal income tax liability. As a result, CNA paid Loews approximately $64 million for 2000.

A reconciliation between CNA’s federal income tax (expense) benefit at statutory rates and the recorded income tax (expense) benefit, after giving effect to minority interest, but before giving effect to discontinued operations and the cumulative effects of changes in accounting principles, is as follows:

Provision has been made for the expected U.S. federal income tax liabilities applicable to undistributed earnings of subsidiaries, except for certain subsidiaries for which the Company intends to invest the undistributed earnings indefinitely, or recover such undistributed earnings tax-free. Adjustments related to foreign net operating loss carry forwards reflected above pertain to those foreign subsidiaries for which no tax benefit is expected to be realized.

The composition of CNA’s total income tax (expense) benefit allocated between operating results and realized investment gains and losses, excluding discontinued operations and the cumulative effects of changes in accounting principles, is as follows:

The current and deferred components of CNA’s income tax (expense) benefit, excluding taxes on discontinued operations and the cumulative effects of the changes in accounting principles, are as follows:

The deferred tax effects of the significant components of CNA’s deferred tax assets and liabilities are set forth in the table below.

The gross deferred tax assets and liabilities amounted to approximately $2.0 billion and $1.3 billion at December 31, 2002 and $2.1 billion and $1.2 billion at December 31, 2001. Although realization of deferred tax assets is not assured, management believes it is more likely than not that deferred tax assets will be realized through future earnings, including but not limited to the generation of future operating income and reversal of existing temporary differences and available tax planning strategies. As a result, no valuation allowance was recorded at December 31, 2002 and 2001.

CNA’s property and casualty insurance claim and claim adjustment expense reserves represent the estimated amounts necessary to settle all outstanding claims, including claims that are incurred but not reported (IBNR) as of the reporting date. The Company’s reserve projections are based primarily on detailed analysis of the facts in each case, CNA’s experience with similar cases and various historical development patterns. Consideration is given to such historical patterns as field reserving trends and claims settlement practices, loss payments, pending

levels of unpaid claims and product mix, as well as court decisions, economic conditions and public attitudes. All of these factors can affect the estimation of claim and claim adjustment expense reserves.

Establishing claim and claim adjustment expense reserves, including claim and claim adjustment expense reserves for catastrophic events that have occurred, is an estimation process. Many factors can ultimately affect the final settlement of a claim and, therefore, the necessary reserve. Changes in the law, results of litigation, medical costs, the cost of repair materials and labor rates can all affect ultimate claim costs. In addition, time can be a critical part of reserving determinations since the longer the span between the incidence of a loss and the payment or settlement of the claim, the more variable the ultimate settlement amount can be. Accordingly, short-tail claims, such as property damage claims, tend to be more reasonably estimable than long-tail claims, such as general liability and professional liability claims. Adjustments to prior year reserve estimates, if necessary, are reflected in operating results in the period that the need for such adjustments is determined.

Catastrophes are an inherent risk of the property and casualty insurance business and have contributed to material period-to-period fluctuations in the Company’s results of operations or equity. The level of catastrophe losses experienced in any period cannot be predicted and can be material to the results of operations or equity of the Company.

During 2001, the Company recorded estimated incurred losses of $468 million, pretax, net of reinsurance, related to the September 11, 2001 World Trade Center disaster and related events (WTC event). The loss estimate is based on a total industry loss of $50 billion and includes all lines of insurance. The estimate takes into account CNA’s substantial reinsurance agreements, including its catastrophe reinsurance program and corporate reinsurance programs. See Note H for further discussion of reinsurance. The Company has closely monitored reported losses as well as the collection of reinsurance on WTC event claims. As of December 31, 2002, the Company believes its recorded reserves, net of reinsurance, for the WTC event are adequate.

The following table provides management’s estimate of pretax losses related to the WTC event on a gross basis (before reinsurance) and a net basis (after reinsurance) by line of business.

The table below provides a reconciliation between beginning and ending claim and claim adjustment expense reserves including claim and claim adjustment expense reserves of the life and group companies.

(a)

The net reserves were reduced by $1,316 million as a result of the sale of CNA Reinsurance Company Limited (CNA Re U.K.). See Note P for further discussion of the sale.

The changes in provision for insured events of prior years (reserve development) is composed of the following components. For the years ended December 31, 2002, 2001 and 2000, the net unfavorable reserve development was $35 million, $2,464 million and $427 million.

CNA’s property and casualty insurance subsidiaries have actual and potential exposures related to environmental pollution and mass tort and asbestos claims.

The following table provides data related to CNA’s environmental pollution and mass tort and asbestos claim and claim adjustment expense reserves.

Environmental pollution cleanup is the subject of both federal and state regulation. By some estimates, there are thousands of potential waste sites subject to cleanup. The insurance industry is involved in extensive litigation regarding coverage issues. Judicial interpretations in many cases have expanded the scope of coverage and liability beyond the original intent of the policies. The Comprehensive Environmental Response Compensation and Liability Act of 1980 (Superfund) and comparable state statutes (mini-Superfunds) govern the cleanup and restoration of toxic waste sites and formalize the concept of legal liability for cleanup and restoration by “Potentially Responsible Parties” (PRPs). Superfund and the mini-Superfunds establish mechanisms to pay for cleanup of waste sites if PRPs fail to do so, and to assign liability to PRPs. The extent of liability to be allocated to a PRP is dependent upon a variety of factors. Further, the number of waste sites subject to cleanup is unknown. To date, approximately 1,200 cleanup sites have been identified by the Environmental Protection Agency (EPA) and included on its National Priorities List (NPL). State authorities have designated many cleanup sites as well.

the industry as an “absolute pollution exclusion.” CNA and the insurance industry are disputing coverage for many such claims. Key coverage issues include whether cleanup costs are considered damages under the policies, trigger of coverage, allocation of liability among triggered policies, applicability of pollution exclusions and owned property exclusions, the potential for joint and several liability and the definition of an occurrence. To date, courts have been inconsistent in their rulings on these issues.

A number of proposals to reform Superfund have been made by various parties. In 2002, no reforms were enacted by Congress. If there is legislation, and in some circumstances even if there is no legislation, the federal role in environmental cleanup may be significantly reduced in favor of state action. Substantial changes in the federal statute or the activity of the EPA may cause states to reconsider their environmental cleanup statutes and regulations. There can be no meaningful prediction of the pattern of regulation that would result or the possible effect upon CNA’s results of operations or equity.

distributors and installers of products containing asbestos. Currently, the majority of asbestos bodily injury claims are filed by persons exhibiting few, if any, disease symptoms. It is estimated that approximately 90% of the current non-malignant asbestos claimants do not meet the American Medical Association’s definition of impairment. Some courts, including the federal district court responsible for pre-trial proceedings in all federal asbestos bodily injury actions, have ordered that so-called “unimpaired” claimants may not recover unless at some point the claimant’s condition worsens to the point of impairment.

CNA, through its acquisition of CIC in 1995, acquired obligations under the Wellington Agreement. In 1985, 47 asbestos producers and their insurers, including CIC, executed the Wellington Agreement. The agreement intended to resolve all issues and litigation related to coverage for asbestos exposures. Under this agreement, signatory insurers committed scheduled policy limits and made the limits available to pay asbestos claims based upon coverage blocks designated by the policyholders in 1985, subject to extension by policyholders. CIC was a signatory insurer to the Wellington Agreement. At December 31, 2002, CNA had fulfilled its Wellington Agreement obligations as to all but five accounts. With respect to the five remaining unpaid Wellington obligations, CNA has evaluated its exposure under these agreements and has established a $28 million reserve, net of reinsurance, for Wellington obligations.

and claim related adjustment expenses subject to documentation requirements as set forth in the terms of each specific agreement. The Company has evaluated these commitments and has established a $66 million reserve, net of reinsurance, to fund coverage in place agreements based on current projections of claims volumes and severities.

At December 31, 2002, CNA’s total IBNR reserve for asbestos was $729 million, net of reinsurance. For asbestos exposures, CNA classifies its IBNR reserve as assigned or unassigned. In circumstances where CNA has executed a settlement agreement with its policyholder, CNA assigns IBNR reserve to that account to cover the projected value of the settlement. At December 31, 2002, the assigned IBNR reserve was $166 million, net of reinsurance. The unassigned IBNR reserve relates to potential development on accounts that have not settled and potential future claims for unidentified policyholders. At December 31, 2002, CNA’s unassigned IBNR reserve was $563 million, net of reinsurance.

At December 31, 2002, the Company categorized active accounts as large or small accounts. CNA defined a large account as an active account with more than $100 thousand cumulative paid losses through December 31, 2002. CNA had 150 large accounts with a collective reserve of $220 million, net of reinsurance. Small accounts were defined as active accounts with $100 thousand or less cumulative paid losses through December 31, 2002. CNA had 939 small accounts with a collective reserve of $90 million, net of reinsurance.

On February 13, 2003, CNA announced it had resolved asbestos related coverage litigation and claims involving A.P. Green Industries, A.P. Green Services and Bigelow — Liptak Corporation. Under the agreement, CNA will be required to pay $74 million, net of reinsurance recoveries, over a ten year period. The settlement resolves CNA’s liabilities for all pending and future asbestos claims involving A.P. Green Industries, Bigelow-Liptak Corporation and related subsidiaries, including alleged “non-products” exposures. The settlement is subject to bankruptcy court approval and confirmation of a bankruptcy plan containing a channeling injunction to protect CNA from any future claims. The Company’s recorded reserves as of December 31, 2002, included reserves for this exposure.

issued to it by CNA. CNA is also a party to insurance coverage litigation between Burns & Roe Enterprises, Inc. (Burns & Roe) and its insurance carriers related to asbestos bodily injury and wrongful death claims (In re: Burns & Roe Enterprises, Inc., pending in the U.S. Bankruptcy Court for the District of New Jersey, No. 00-41610). Burns & Roe provided various engineering and related services in connection with construction projects. Burns & Roe is currently in bankruptcy. There are numerous factual and legal issues to be resolved in connection with these cases and it is difficult to predict the outcome or financial exposure represented by these matters in light of the novel theories asserted by policyholders and their counsel.

Due to the uncertainties created by volatility in claim numbers and settlement demands, the effect of bankruptcies, the extent to which non-impaired claimants can be precluded from making claims and the efforts by insureds to obtain coverage not subject to aggregate limits, the ultimate liability of CNA for asbestos-related claims may vary substantially from the amount currently recorded. Other variables that will influence CNA’s ultimate exposure to asbestos-related claims will be medical inflation trends, jury attitudes, the strategies of plaintiff attorneys to broaden the scope of defendants, the mix of asbestos-related diseases presented, CNA’s abilities to recover reinsurance, future court decisions and the possibility of legislative reform. Adverse developments with respect to such matters discussed in this paragraph could have a material adverse effect on CNA’s results of operations or equity.

consecutively on a risk during a period of alleged property damage; and in other instances adopted interpretations of the “absolute pollution exclusion,” which weakened its effectiveness in most circumstances. In addition to receiving new claims and declaratory judgment actions premised upon these unfavorable legal precedents, these court decisions also impacted CNA’s pending pollution and mass tort claims and coverage litigation. During the spring of 2001, CNA reviewed specific claims and litigation, as well as general trends, and concluded reserve strengthening in this area was necessary.

These developments led the Company to the conclusion that its asbestos reserves required strengthening.

The results of operations or equity of CNA in future years may be adversely affected by environmental pollution and mass tort and asbestos claim and claim adjustment expenses. Management will continue to review and monitor these liabilities and make further adjustments, including the potential for further reserve strengthening, as necessary.

Unfavorable net claim and claim adjustment expense reserve development for other reserves in 2002 of $35 million was the result of analyses of several lines of business. This development

related principally to the property and casualty companies. A brief summary of these lines of business and the associated reserve development is discussed below.

The gross and net carried claim and claim adjustment expense reserves for Standard Lines were $12,854 million and $7,788 million at the beginning of the year of 2002.

In addition, Standard Lines had favorable prior year reserve development, primarily in the package liability and auto liability lines of business due to new claims initiatives. Based on management’s best estimate of the reduction in ultimate claim costs, approximately $100 million of favorable prior year reserve development was recorded in 2002. Approximately one-half of this favorable reserve development was recorded in accident years prior to 1999, with the remainder of the favorable reserve development recorded in accident years 1999 to 2001.

Approximately $50 million of favorable prior year reserve development during 2002 was recorded in commercial automobile liability. Most of the favorable development was from accident year 2000. The most recent actuarial review showed that underwriting actions have resulted in reducing the number of commercial automobile liability claims for recent accident years, especially the number of large losses.

Offsetting these favorable reserve developments were approximately $70 million of unfavorable reserve development in programs written in CNA Excess & Surplus (E&S), approximately $30 million of unfavorable reserve development on a contractors account package policy program and approximately $20 million of unfavorable development on middle market general liability coverages.

A CNA E&S program, covering facilities that provide services to developmentally disabled individuals, accounts for approximately $50 million of the unfavorable reserve development. The development was due to an increase in the size of known claims and increases in policyholder defense costs. These increases became apparent as the result of an actuarial review completed during 2002, with most of the development recorded in accident years 1999 and 2000. The other program which contributed to the CNA E&S development covers tow truck and ambulance operators in the 2000 and 2001 accident years. This program was started in

1999. The Company expected that loss ratios for this business would be similar to its middle market commercial automobile liability business. Reviews completed during the year resulted in estimated loss ratios on the tow truck and ambulance business that are 25 points higher than the middle market commercial automobile liability loss ratios.

The gross and net carried claim and claim adjustment expense reserves for Specialty Lines were $5,668 million and $3,461 million for the beginning of the year of 2002.

Approximately $50 million of the prior year unfavorable reserve development was related to long term care facilities. The development principally impacted accident years 1997 through 2000. The average value of claims closed during the first several months of 2002 increased by more than 50% when compared to claims closed during 2001. In response to those trends, CNA HealthPro has reduced its writings of national for-profit nursing home chains. Excess products provided to healthcare institutions and physician coverages in a limited number of states was responsible for the remaining development in CNA HealthPro. The unfavorable reserve development on excess products provided to institutions for accident years 1996 through 1999 resulted from increases in the size of claims experienced by these institutions. Due to the increase in the size of claims, more claims were exceeding the point at which these excess products apply. The unfavorable reserve development on physician coverages was recorded for accident years 1999 through 2001 in Oregon, California, Arizona and Nevada. The average claim size in these states has increased by 20%, driving the change in losses.

Offsetting the unfavorable reserve development was favorable reserve development in CNA Pro and for Enron-related exposures. Programs providing professional liability coverage to accountants, lawyers and realtors primarily drove favorable prior year reserve development of approximately $110 million in CNA Pro. Reviews of this business completed during 2002 have shown little activity for older accident years (principally prior to 1999), which reduced the need for reserves on these years. The reported losses on these programs for accident years prior to 1999 increased by approximately $5 million during 2002. This increase compared to the total reserve at the beginning of 2002 of approximately $180 million, net of reinsurance. Additionally, favorable reserve development of $20 million was associated with the Enron settlement. The Company had established a $20 million reserve for accident year 2001 for an excess layer associated with Enron related surety losses; however the case has settled for less than the attachment point of this excess layer.

The gross and net carried claim and claim adjustment expense reserves for CNA Re were $4,644 million and $3,013 million for the beginning of the year of 2002.

Prior year unfavorable reserve development was recorded in 2002 as a result of an actuarial review completed during 2002 and was primarily recorded in the directors and officers, professional liability errors and omissions, and surety lines of business. Several large losses, as well as continued increases in the overall average size of claims for these lines, have resulted in higher than expected loss ratios.

During 2002, CNA Re revised its estimate of premiums and losses related to the WTC event. In estimating CNA Re’s WTC event losses, the Company performed a treaty-by-treaty analysis of exposure. The Company’s loss estimate was based on a number of assumptions including the loss to the industry, the loss to individual lines of business and the market share of CNA Re’s cedants. Information available in 2002 resulted in CNA Re increasing its estimate of WTC event related premiums and losses on its property facultative and property catastrophe business. The impact of increasing the estimate of gross WTC event losses by $144 million was fully offset on a net of reinsurance basis (before the impact of the CCC Cover) by higher reinstatement premiums and a reduction of return premiums.

Approximately $95 million of CNA Re’s net WTC loss estimate was attributable to its United Kingdom subsidiary, CNA Re U.K., which was sold in 2002. See Note P for further discussion of the sale.

The gross and net carried claim and claim adjustment expense reserves for the Corporate and Other segment, excluding the gross and net carried claim and claim adjustment expense reserves for APMT, were $2,562 million and $225 million for the beginning of the year of 2002.

Personal insurance recorded unfavorable reserve development of $35 million on accident years 1997 through 1999. These losses were subject to a retroactive ceded reinsurance agreement with Allstate that covers losses occurring prior to October 1, 1999. This ceded reinsurance agreement was entered into as part of the sale of the Company’s personal insurance business to Allstate. The unfavorable reserve development was principally due to continuing policyholder defense costs associated with remaining open claims. At the end of 2002, approximately 4,800 claims remain open. It was anticipated these claims would be closed more quickly, eliminating further defense coverage costs.

The unfavorable reserve development on personal insurance was offset by favorable reserve development on other runoff business driven principally by financial and mortgage guarantee

coverages from accident years 1997 and prior. The favorable reserve development on financial and mortgage guarantee coverages resulted from a review of the underlying exposures and the outstanding losses. This review showed that salvage and subrogation continues to be collected on these types of claims, thereby reducing estimated future losses net of anticipated reinsurance recoveries.

Unfavorable net claim and claim adjustment expense reserve development for other reserves in 2001 of $1,223 million was the result of analyses of several lines of business. This development related principally to commercial insurance coverages including automobile liability and multiple-peril, as well as assumed reinsurance and healthcare-related coverages. A brief summary of these lines of business and the associated reserve development is discussed below.

Approximately $230 million of the adverse loss development was a result of several coverages provided to commercial entities. The gross and net carried claim and claim adjustment expense reserves for the Standard Lines business at the beginning of 2001 were $12,070 million and $9,129 million. Reserve analyses performed during 2001 showed unexpected increases in the size of claims for several lines, including commercial automobile liability, general liability and the liability portion of commercial multiple-peril coverages. In addition, the number of commercial automobile liability claims was higher than expected and several state-specific factors resulted in higher than anticipated losses, including developments associated with commercial automobile liability coverage in Ohio and general liability coverage provided to contractors in New York. The unfavorable development was driven principally by accident years 1997 through 2000. The remaining development affecting years prior to 1997 was driven principally by construction defect claims as described below.

An analysis of assumed reinsurance business written by CNA Re showed that the paid and reported losses for recent accident years were higher than expectations, which resulted in management recording net unfavorable development on prior year loss reserves of approximately $690 million. The gross and net claim and claim adjustment expense reserves at the beginning of 2001 for CNA Re were $4,238 million and $2,735 million. Because of the long and variable reporting pattern associated with assumed reinsurance as well as uncertainty regarding possible changes in the reporting methods of the ceding companies, the carried reserves for assumed reinsurance was based mainly on the pricing assumptions until experience emerges to show that the pricing assumptions are no longer valid. The reviews completed during the second quarter of 2001, including analysis at the individual treaty level, showed that the pricing assumptions were no longer appropriate. The classes of business with the most significant changes included excess of loss liability, professional liability and proportional and retrocessional property. Approximately $470 million of the total unfavorable development was from accident years 1998 through 2000, and approximately $150 million was from accident years 1996 and 1997. The remaining $70 million of unfavorable development was attributable to accident years prior to 1996.

Approximately $300 million of adverse loss development was due to adverse experience in all other lines, primarily in coverages provided to healthcare-related entities written by CNA HealthPro. The gross and net claim and claim adjustment expense reserve at the beginning of 2001 for Specialty Lines were $4,813 million and $3,429 million. The level of paid and reported losses associated with coverages provided to national long term care facilities were higher than expected. The long term care facility business had traditionally been limited to local facilities. In recent years, the Company began to provide coverage to large chains of long term care facilities. Original assumptions were that these chains would exhibit loss ratios similar to the local facilities. The most recent review of these large chains indicated an overall loss ratio in excess of 500% versus approximately 100% for the remaining business. In addition, the average size of claims resulting from coverages provided to physicians and institutions providing healthcare related services increased more than expected. The review indicated that the average loss had increased to over $330 thousand. Prior to this review, the expectation for the average loss was approximately $250 thousand. Unfavorable reserve development of $240 million was recorded for accident years 1997 through 2000. The remaining unfavorable reserve development was attributable to accident years prior to 1997.

estimate in premiums was attributable to accident years 1997 through 1999 with the remainder attributable to accident years prior to 1992. Accruals for ceded premiums related to other reinsurance treaties increased $83 million due to the reserve strengthening. This increase in accruals for ceded premiums was principally recorded in accident year 2000. The remainder of the decrease in premium accruals relates to the change in estimate of the amount of retrospective premium receivables as discussed above, which were principally recorded in accident years prior to 1999.

Unfavorable net claim and claim adjustment expense reserve development for other reserves in 2000 of $347 million was due to unfavorable loss experience in standard commercial lines, assumed reinsurance and accident and health lines. These unfavorable changes were partially offset by favorable development in non-medical professional liability and other casualty lines. The unfavorable development in standard commercial lines can be attributed to adverse claim experience for recent accident years in the commercial auto liability, commercial multi-peril and workers compensation lines of business. The unfavorable development in the assumed reinsurance and accident and health lines also resulted from adverse claims experience.

CNA’s insurance subsidiaries also have exposure to construction defect losses, principally in its general liability and commercial multiple-peril lines. This exposure relates to claims involving property damage alleging loss of use, damage, destruction or deterioration of land, buildings and other structures involving new construction or major rehabilitation of real property. Many of these claims involve multiple defects and multiple defendants. The majority of losses have been concentrated in a limited number of states, including California. The Company has recorded several underwriting actions to mitigate this exposure in the future. Estimation of construction defect losses is subject to a high level of uncertainty due to the long period of time between the accident date and the reporting of the claim, emerging case law, changing regulatory rules and the allocation of damages to the multiple defendants. Due to the inherent uncertainties noted above, the ultimate liability for construction defect claims may vary substantially from the amount currently recorded.

CNA, through assumed reinsurance contracts, provided financial guarantees to issuers of asset-backed securities, motion picture finance and money market funds. Premiums were received throughout the exposure period and were recognized as revenue in proportion to the underlying risk insured. In addition, CNA’s property and casualty subsidiaries wrote financial guarantee insurance in the form of surety bonds and also insured equity policies through August 1, 1989. These bonds represented primarily industrial development bond guarantees and, in the case of insured equity policies, typically extended in initial terms from 10 to 13 years. For these guarantees and policies CNA received an advance premium that was recognized over the exposure period and in proportion to the underlying risk insured.

As of December 31, 2002 and 2001, gross exposure on assumed financial guarantee insurance contracts, credit enhancement products, financial guarantee surety bonds and insured equity policies was approximately $7 million and $82 million. The degree of risk to CNA related to this exposure is substantially reduced through reinsurance, diversification of exposures and collateral requirements. In addition, security interests in improved real estate are also commonly obtained on these risks. Approximately 14% and 26% of the risks were ceded to reinsurers at December 31, 2002 and 2001. Total exposure, net of reinsurance, amounted to $6 million and $61 million as of December 31, 2002 and 2001. At December 31, 2002 and

2001, collateral consisting of letters of credit, cash reserves and debt service reserves amounted to $1 million and $6 million.

Gross unearned premium reserves for these contracts were $2 million and $2 million at December 31, 2002 and 2001. Gross claim and claim adjustment expense reserves totaled $50 million and $103 million as of December 31, 2002 and 2001.

In 1997, CNA Reinsurance Company Limited (CNA Re Ltd.), a subsidiary of CNA Re U.K., entered into an arrangement with IOA Global, Ltd. (IOA), an independent managing general agent based in Philadelphia, Pennsylvania, to develop and manage a book of accident and health coverages. Pursuant to this arrangement, IGI Underwriting Agencies, Ltd. (IGI), a personal accident reinsurance managing general underwriter, was appointed to underwrite and market the book under the supervision of IOA. Between April 1, 1997 and December 1, 1999, IGI underwrote a number of reinsurance arrangements with respect to personal accident insurance worldwide (the IGI Program). Under various arrangements, CNA Re Ltd. both assumed risks as a reinsurer and also ceded a substantial portion of those risks to other companies, including other CNA insurance subsidiaries and ultimately to a group of reinsurers participating in a reinsurance pool known as the Associated Accident and Health Reinsurance Underwriters (AAHRU) Facility. CNA’s Group Operations business unit participated as a pool member in the AAHRU Facility in varying percentages between 1997 and 1999.

CNA has determined that a portion of the premiums assumed under the IGI Program related to United States workers compensation “carve-out” business. Some of these premiums were received from John Hancock Financial Services, Inc. (John Hancock). CNA is aware that a number of reinsurers with workers compensation carve-out insurance exposure, including John Hancock, have disavowed their obligations under various legal theories. If one or more such companies are successful in avoiding or reducing their liabilities, then it is likely that CNA’s potential liability will also be reduced. Moreover, based on information known at this time, CNA believes it has strong grounds to successfully challenge its alleged exposure on a substantial portion of its United States workers compensation carve-out business, including all purported exposure derived from John Hancock, through legal action.

As noted, CNA arranged substantial reinsurance protection to manage its exposures under the IGI Program. CNA believes it has valid and enforceable reinsurance contracts with the AAHRU Facility and other reinsurers with respect to the IGI Program, including the United States workers compensation carve-out business. However, certain reinsurers dispute their liabilities to CNA, and CNA has commenced arbitration proceedings against such reinsurers.

CNA has established reserves for its estimated exposure under the program, other than that derived from John Hancock, and an estimate for recoverables from retrocessionaires. CNA has not established any reserve for any exposure derived from John Hancock because, as indicated, CNA believes the contract will be rescinded.

The Company is pursuing a number of loss mitigation strategies with respect to the entire IGI Program. Although the results of these various actions to date support the recorded reserves, the estimate of ultimate losses is subject to considerable uncertainty due to the complexities

described above. As a result of these uncertainties, the results of operations in future years may be adversely affected by potentially significant reserve additions. Management does not believe that any such reserve additions will be material to the equity of the Company, although results of operations may be adversely affected. The Company’s position in relation to the IGI Program was unaffected by the sale of CNA Re U.K. in 2002. See Note P for further discussion of the sale.

In Ernestine Samora, et al. v. CCC, Case No. BC 242487, Superior Court of California, County of Los Angeles, California and Brian Wenzel v. Galway Insurance Company, Superior Court of California, County of Orange No. BC01CC08868 (coordinated), two former CNA employees, filed lawsuits in Los Angeles Superior Court on behalf of purported classes of CNA employees asserting they worked hours for which they should have been compensated at a rate of one and one-half times their base hourly wage over a four-year period. The cases were coordinated and an amended complaint was filed which alleges overtime claims under California law over a four-year period. In June 2002, the Company filed a responsive pleading denying the material allegations of the amended complaint. The Company intends to defend this case vigorously. Due to the recent commencement of discovery and the uncertainty of how the courts may interpret California law as applied to the facts of these cases, the extent of losses beyond any amounts that may be accrued are not readily determinable at this time. Based on facts and circumstances presently known, however, in the opinion of management, the outcome will not materially affect the equity of the Company, although results of operations may be adversely affected.

CNA, along with dozens of other insurance companies, is a defendant in sixteen purported class action cases brought by large policyholders, which generally allege that the defendants, as part of an industry-wide conspiracy, included improper charges in their retrospectively rated and other loss-sensitive insurance premiums. Fourteen lawsuits were brought as class actions in state courts and two in federal court. Among the claims asserted were violations of state antitrust laws, breach of contract, fraud and unjust enrichment. In two of the cases, the defendants won dismissals on motions and, in four others, class certification was denied after hearing. Plaintiffs voluntarily dismissed their claims in four states. In the federal court case, Sandwich Chef of Texas, Inc., et al. v. Reliance National Indemnity Insurance Company, et al., Civil Action No. H-98-1484, United States District Court for the Southern District of Texas, the district court certified a multi-state class but was reversed on interlocutory appeal by the U.S. Court of Appeals for the Fifth Circuit. Due to the uncertainty of how the courts may interpret state and federal law as applied to the facts of the cases, the extent of potential losses beyond any amounts that may be accrued are not readily determinable at this time. Based on facts and circumstances presently known, however, in the opinion of management the outcome will not materially affect the equity of the Company, although results of operations may be adversely affected.

CNA and its subsidiaries are also parties to other litigation arising in the ordinary course of business. Based on the facts and circumstances currently known, such other litigation will not, in the opinion of management, materially affect the results of operations or equity of CNA. See

Note F for discussion of other pending litigation and claims related to environmental pollution, asbestos and mass tort cases.

The Company’s overall reinsurance program includes certain property and casualty contracts, such as the corporate aggregate reinsurance treaties discussed in more detail later in this note, that are entered into and accounted for on a “funds withheld” basis. Under the funds withheld basis, the Company records the cash remitted to the reinsurer for the reinsurer’s margin, or cost of the reinsurance contract, as ceded premiums. The remainder of the premiums ceded under the reinsurance contract is recorded as funds withheld liabilities. The Company is required to increase the funds withheld balance at stated interest crediting rates applied to the funds withheld balance or as otherwise specified under the terms of the contract. The funds withheld liability is reduced by any cumulative claim payments made by the Company in excess of the Company’s retention under the reinsurance contract. If the funds withheld liability is exhausted, interest crediting will cease and additional claim payments are recoverable from the reinsurer. The funds withheld liability is recorded in reinsurance balances payable in the Consolidated Balance Sheets.

relates to the estimated case and IBNR reserves and future policyholder benefits ceded under reinsurance contracts.

The Company has reinsurance receivables from several reinsurers who have recently experienced multiple downgrades of their financial strength ratings, have announced that they will no longer accept new business and are placing their books of business into run-off. The Company’s principal credit exposures from these recent events arise from reinsurance receivables from Gerling Global (Gerling), Trenwick and Commercial Risk insurance groups. At December 31, 2002, the Company had approximately $926 million of reinsurance receivables from these reinsurers, of which $384 million was not supported by collateral. The majority of the uncollateralized receivables were due from U.S.-domiciled insurers. Of the $384 million of reinsurance receivables unsupported by collateral, $170 million relates to Gerling. Gerling has stated that the Company transfer approximately $204 million of funds withheld balances on three treaties relating to CNA HealthPro to a trust established by Gerling for the benefit of the Company, or in the absence of such transfer, that these treaties be commuted. CNA has taken Gerling’s statement under advisement.

Insurance claims and policyholders’ benefits reported in the Consolidated Statements of Operations are net of reinsurance recoveries of $4,164 million, $7,221 million and $3,755 million for 2002, 2001 and 2000.

Life premiums are primarily from long duration contracts and property and casualty premiums and accident and health premiums are primarily from short duration contracts.

The effects of reinsurance on earned premiums and written premiums for the years ended December 31, 2002, 2001 and 2000 are shown in the following tables.

The impact of reinsurance on life insurance inforce at December 31, 2002, 2001 and 2000 is shown in the following table.

The Company has a $250 million three-year bank credit facility with an April 30, 2004 expiration date. The Company previously had a $250 million 364-day facility with an expiration date of

April 29, 2002. An option to convert the 364-day facility to a one-year term loan was exercised in April of 2002. The term loan was subsequently prepaid on December 23, 2002.

The Company pays interest on any outstanding debt/borrowings under the three-year facility based on a rate determined using the long term debt ratings of the Company. The interest rate is equal to the London Interbank Offering Rate (LIBOR) plus 57.5 basis points. Further, if the Company has outstanding loans greater than 50% of the amounts available under the three-year facility, the Company also will pay a utilization fee of 12.5 basis points on such loans. At December 31, 2002 and 2001, the weighted-average interest rate on the borrowings under the facility, including facility fees and utilization fees, was 2.3% and 3.1%.

A Moody’s Investors Service (Moody’s) downgrade of the CNAF senior debt rating from Baa2 to Baa3 would increase the facility fee on the three-year component of the facility from 17.5 basis points to 25.0 basis points. The applicable interest rate would increase from LIBOR plus 57.5 basis points to LIBOR plus 75.0 basis points. The utilization fee would remain unchanged on the three-year facility at 12.5 basis points.

On September 30, 2002, CNA Surety Corporation (CNA Surety), a 64% owned and consolidated subsidiary of CNA, entered into a $65 million credit agreement with one bank, which consisted of a $35 million 364-day revolving credit facility and a $30 million three-year term loan, payable semi-annually at a rate of $5 million. The credit agreement replaced a $130 million five-year revolving credit facility that terminated September 30, 2002. The new revolving credit facility was fully utilized at inception.

The terms of CNAF’s and CNA Surety’s credit facilities require CNAF and CNA Surety to maintain certain financial ratios and combined property and casualty company statutory surplus levels. At December 31, 2002 and 2001, CNAF and CNA Surety were in compliance with all restrictive debt covenants.

The combined aggregate maturities for debt at December 31, 2002 are presented in the following table.

CNAF and certain subsidiaries sponsor noncontributory pension plans typically covering full-time employees age 21 or over who have completed at least one year of service. While the terms of the plans vary, benefits are generally based on years of credited service and the employee’s highest 60 consecutive months of compensation.

CNA’s funding policy is to make contributions in accordance with applicable governmental regulatory requirements. The assets of the plans are invested primarily in U.S. government securities with the balance in mortgage-backed securities, equity investments and short term investments.

CNA provides certain healthcare and life insurance benefits to eligible retired employees, their covered dependents and their beneficiaries. The funding for these plans is generally to pay covered expenses as they are incurred.

In 2000, employees of CCC (approximately 79% of CNA’s employees) who were employed at December 31, 1999, and were still employed at April 24, 2000, were required to make a choice regarding their continued participation in the defined benefit pension plan. These employees were given two choices: 1) to continue earning additional benefits in the defined benefit pension

plan or 2) to convert the present value of their accrued benefit in the pension plan to an “accrued pension account” (APA) that would be credited with interest at the 30-year Treasury rate and to receive enhanced employer contributions to the Savings and Capital Accumulation Plan (S-CAP) (see Savings Plan discussion below). Approximately 60% of eligible employees elected the latter choice, resulting in a curtailment charge of approximately $13 million pretax. Additionally, this change in benefit plan participation resulted in a reduction of the pension benefit obligation of $37 million at December 31, 2000.

The components of net periodic benefit costs are presented in the following table.

The Company has limited its share of the health care trend rate to a cost-of-living adjustment not to exceed 4% per year. The assumed healthcare cost trend rate used in measuring the accumulated postretirement benefit obligation was 4% per year in 2002. The healthcare cost trend rate assumption has a significant effect on the amount of the benefit obligation and periodic cost reported. An increase in the assumed healthcare cost trend rate of 1% in each year would have no impact on the accumulated postretirement benefit obligation or the aggregate net periodic postretirement benefit cost for 2002 as the cost-of-living adjustment is estimated to be 4% which is the maximum. A decrease in the assumed healthcare cost trend rate of 1% in each year would decrease the accumulated postretirement benefit obligation as of December 31, 2002 by $13 million and the aggregate net periodic postretirement benefit cost for 2002 by $1 million.

CNA sponsors savings plans, which are generally contributory plans that allow most employees, including employees of RSKCo^SM, a subsidiary of CNA that provides total risk management

services related to claims, risk control, cost management and information services, to contribute a maximum of 20% of their eligible compensation, subject to certain limitations prescribed by the Internal Revenue Service. The Company contributes matching amounts to participants, amounting to 70% of the first 6% (35% of the first 6% in the first year of employment) of eligible compensation contributed by the employee. Employees vest in these contributions ratably over five years.

As noted above, during 2000, CCC employees were required to make a choice regarding their continued participation in CCC’s defined benefit pension plan. Employees who elected to forego earning additional benefits in the defined benefit pension plan and all employees hired by CCC on or after January 1, 2000 receive a Company contribution of 3% or 5% of their eligible compensation, depending on their age.

In addition, these employees are eligible to receive additional discretionary contributions of up to 2% of eligible compensation and an additional Company match of up to 80% of the first 6% of eligible compensation contributed by the employee. These contributions are made at the discretion of management and are contributed to participant accounts in the first quarter of the year following management’s determination of the discretionary amounts. Employees do not vest in these contributions until reaching five years of service.

Benefit expense for the Company’s savings plans was $51 million, $53 million and $51 million in 2002, 2001 and 2000.

The Board of Directors approved the CNA Long Term Incentive Plan (the LTI Plan) during 1999 and subsequently merged it with the CNA Financial Corporation Incentive Compensation Plan in February 2000. The LTI Plan authorizes the grant of options to certain management personnel for up to 2.0 million shares of the Company’s common stock. All options granted have ten-year terms and vest ratably over the four-year period following the date of grant. The number of shares available for the granting of options under the LTI Plan as of December 31, 2002, was approximately 0.5 million.

The following table presents activity under the LTI Plan during 2002, 2001 and 2000.

The weighted-average remaining contractual life of options outstanding as of December 31, 2002, was eight years, and the range of exercise prices on those options was $26.39 to $37.45.

The fair value of granted options was estimated at the grant date using the Black-Scholes option-pricing model. The weighted-average fair value of options granted during each of the three years ended December 31, 2002, 2001 and 2000 was $3 million, $4 million and $4 million. The following weighted-average assumptions were used for the years ended December 31, 2002, 2001 and 2000: risk free interest rate of 4.0%, 4.5%, and 6.2%; expected dividend yield of 0%; and expected option life of five years. The weighted-average assumption for the expected stock price volatility was 25.2%, 26.4% and 29.2% for the years ended December 31, 2002, 2001 and 2000.

CNA Surety has reserved shares of its common stock for issuance to directors, officers and employees of CNA Surety through incentive stock options, non-qualified stock options and stock appreciation rights under separate plans (CNA Surety Plans). The CNA Surety Plans have an aggregate number of 0.9 million shares available for which options may be granted. At December 31, 2002, approximately 1.7 million options were outstanding under these plans.

CNA occupies office facilities under lease agreements that expire at various dates. CNA’s home office is partially situated on grounds under leases expiring in 2058. In addition, data processing, office and transportation equipment is leased under agreements that expire at various dates through 2006. Most leases contain renewal options that provide for rent increases based on prevailing market conditions. Lease expense for the years ended December 31, 2002, 2001 and 2000 was $78 million, $89 million and $83 million. Lease and sublease revenues for the years ended December 31, 2002, 2001 and 2000 were $9 million, $21 million and $45 million.

The table below presents the future minimum lease payments to be made under non-cancelable operating leases along with future minimum sublease receipts to be received on owned and leased properties at December 31, 2002.

lease agreements. The maximum potential amount of future payments that the Company could be required to pay under these guarantees are approximately $8 million at December 31, 2002.

The Company has recorded a liability of approximately $10 million for its share of estimated future operating deficits of this joint venture through 2016.

In the normal course of business, CNA has obtained letters of credit in favor of various unaffiliated insurance companies, regulatory authorities and other entities. At December 31, 2002 and 2001, there were approximately $222 million and $270 million of outstanding letters of credit.

The Company has entered into a limited number of guaranteed payment contracts, primarily relating to telecommunication services, amounting to approximately $24 million. Estimated future minimum payments under these contracts are as follows: $13 million in 2003; $9 million in 2004; and $2 million in 2005.

The Preferred Issue accrues cumulative dividends at an initial rate of 8% per year, compounded annually. It will be adjusted quarterly to a rate equal to 400 basis points above the ten-year U.S. Treasury rate beginning with the quarterly dividend after the first triggering event to occur of either (i) an increase by two intermediate ratings levels of the financial strength rating of CCC from its current rating by any of A.M. Best Company, Standard & Poor’s or Moody’s or (ii) one year following an increase by one intermediate ratings level of the financial strength rating of CCC by any one of those rating agencies. Accrued but unpaid cumulative dividends cannot be paid on the Preferred Issue unless and until one of the two triggering events described above has occurred. Beginning with the quarter following an increase of one intermediate ratings level in CCC’s financial strength rating, however, current (but not accrued cumulative) quarterly dividends can be paid.

During 2001, CNA issued and sold 40,324,363 shares of common stock for $25 per share through a rights offering to stockholders of record on August 23, 2001. The net proceeds from

the rights offering amounted to $1,006 million. In connection with the rights offering, Loews purchased 38,281,644 shares.

During 2000, the Company redeemed for $150 million all outstanding shares of its money market preferred stock at its stated value of
$100 thousand per share plus accrued dividends.

CNA’s Board of Directors has approved the Share Repurchase Program to purchase, in the open market or through privately negotiated transactions, its outstanding common stock, as Company management deems appropriate. During 2000, CNA purchased 1,272,700 shares of its common stock for approximately $35 million. No shares of common stock were purchased during 2002 or 2001.

During 2000, CNA sold 126,342 shares of common stock that were held in treasury to certain senior officers of CNA, at the average of the highest and lowest sale prices on the New York Stock Exchange composite transactions, for the dates of the sales. Each of these purchases by senior officers was financed by collateralized loans from CNA that, at origination, amounted to $4 million for the year ended December 31, 2000. The loans are ten-year notes, which bear interest at the applicable federal rate for the month in which they originated, compounding semiannually and due at maturity along with accrued interest. The interest rates range from 5.23% to 6.14% at December 31, 2002. No shares of common stock were sold to senior officers of CNA during 2002 or 2001.

CNA’s insurance subsidiaries are domiciled in various jurisdictions. These subsidiaries prepare statutory financial statements in accordance with accounting practices prescribed or permitted by the respective jurisdictions’ insurance regulators. Prescribed statutory accounting practices are set forth in a variety of publications of the National Association of Insurance Commissioners (NAIC) as well as state laws, regulations and general administrative rules. The Company’s insurance subsidiaries follow one significant permitted accounting practice at December 31, 2002, related to discounting of certain non-tabular workers compensation claims. The impact of this permitted practice was to increase statutory surplus by approximately $24 million and $47 million at December 31, 2002 and 2001. This practice was followed by an acquired company, and CNA received permission to eliminate the effect of the permitted practice over a ten-year period, which ends in 2003.

In 2001, CCC filed for approval with the Illinois Department of Insurance (the Department) the affiliated promissory note between CCC and Viaticus, Inc., a wholly owned subsidiary of CNAF. Review of this note was still ongoing by the Department at December 31, 2001 so, the Department granted a permitted practice that expired on June 30, 2002 to carry this note at a value of approximately $449 million as of December 31, 2001. The par value of this note at December 31, 2001 was approximately $464 million. The Department approved the note and the valuation basis in 2002.

In addition, by agreement with the New Hampshire Insurance Department, as well as certain other state insurance departments, dividend payments for the CIC pool are restricted to internal and external debt service requirements through September of 2003 up to a maximum of $85 million annually, without the prior approval of the New Hampshire Insurance Department.

Combined statutory capital and surplus and net income (loss), determined in accordance with accounting practices prescribed or permitted by the regulations and statutes of various insurance regulators for the property and casualty and the life and group insurance subsidiaries, were as follows.

(a)

Surplus includes the property and casualty companies’ equity ownership of the life and group insurance subsidiaries.

Comprehensive income (loss) is composed of all changes to stockholders’ equity, except those changes resulting from transactions with stockholders in their capacity as stockholders. The components of comprehensive income (loss) are shown below.

In the preceding table, deferred income tax benefit and expense related to other comprehensive income is attributable to each of the components of other comprehensive income in equal proportion except for the foreign currency translation adjustment, for which there are no deferred taxes.

The following table displays the components of accumulated other comprehensive income included in the Consolidated Balance Sheets.

CNA conducts its operations through five operating segments: Standard Lines, Specialty Lines and CNA Re (which comprise the property and casualty segments), Group Operations and Life Operations. In addition to the five operating segments, certain other activities are reported in the Corporate and Other segment. These operating segments reflect the way CNA manages its operations and makes business decisions.

CNA Trust, a limited-operations bank specializing in 401(k) plan administration, and Institutional Markets, which provides guaranteed return investment products for qualified and non-qualified institutional buyers, was transferred from Life Operations to Group Operations. Group reinsurance, the business which assumes reinsurance from unaffiliated entities on group life, accident and health products and excess medical risk coverages for self-funded employers, was transferred from Group Operations to Corporate and Other to be included as part of run-off insurance operations. The APMT reserves related to assumed reinsurance, along with the assumed business underwritten through a managing general agent, IOA Global, which consists primarily of certain accident and health coverages, was transferred from CNA Re to Corporate and Other. The U.S. zone of Global business, which primarily offers international insurance to U.S. based corporations and U.S. insurance to foreign corporations, was transferred from Specialty Lines to Standard Lines.

Standard Lines works with an independent agency system and network of brokers to market a broad range of property and casualty insurance products and services to small, middle-market and large businesses. The Standard Lines operating model focuses on underwriting performance, exposure based pricing, relationships with selective distribution sources and understanding customers. Standard Lines includes Property and Casualty and Excess & Surplus.

CNA Re operates primarily in the United States and in select global markets as a reinsurer in the broker market for treaty products and in the direct market for facultative products. CNA Re markets products in the following treaty business segments: standard lines, global catastrophe, specialty surplus lines, and financial reinsurance. In addition, CNA Re markets property and casualty facultative products directly to clients.

Group Operations provides group life, group health insurance and investment products and services to employers, affinity groups, and other entities that purchase insurance as a group. Group Operations includes three principal business units: Group Benefits, Institutional Markets, and Federal Markets.

Group Operations also provided life and health insurance to federal employees. During 2002, the Company sold Claims Administration Corporation and transferred the National Postal Handlers Union group benefits plan (the Mail Handlers Plan) to First Health Group Corporation. Group Operations’ revenues include $1,151 million, $2,231 million and $2,088 million in 2002, 2001 and 2000 under contracts covering U.S. government employees and their dependents. See Note P for further discussion of the Claims Administration Corporation and the Mail Handlers Plan.

The Corporate and Other segment is principally comprised of losses and expenses related to the centralized adjusting and settlement of APMT claims, certain run-off insurance operations and other operations including interest expense on corporate borrowings, asbestos claims related to Fibreboard Corporation and eBusiness initiatives.

The accounting policies of the segments are the same as those described in Note A. The Company manages most of its assets on a legal entity basis, while segment operations are conducted across legal entities. As such, only receivables, insurance reserves and deferred acquisition costs are readily identifiable by individual segment. Distinct investment portfolios are not maintained for each segment; accordingly, allocation of assets to each segment is not performed. Therefore, net investment income and realized investment gains/losses are allocated primarily based on each segment’s net carried insurance reserves, as adjusted.

All significant intrasegment income and expense has been eliminated. Standard Lines’ other revenues and expenses include revenues for services provided by RSKCo^SM to other units within the Standard Lines segment that are eliminated at the consolidated level. Intrasegment

revenue and expenses eliminated at the consolidated level were approximately $130 million, $154 million and $159 million for the years ended December 31, 2002, 2001 and 2000.

Income taxes have been allocated on the basis of the taxable income of the segments.

Approximately 3.5%, 4.8% and 8.2% of CNA’s gross written premiums were derived from outside the United States, primarily the United Kingdom, for the years ended December 31, 2002, 2001 and 2000. In third quarter of 2001, the decision was made to cease new and renewal business writings in CNA Re U.K. Gross written premiums from the United Kingdom were approximately 1.7%, 3.3%, and 5.3% of CNA’s premiums for the years ended December 31, 2002, 2001 and 2000. Gross written premiums from any individual foreign country, other than the United Kingdom, were not significant.

In the following three tables, the caption “net operating income (loss)” is used by the Company as an operating measure of segment performance. Net operating income (loss) is calculated by deducting net realized investment gains or losses (investment gains or losses after deduction of related income taxes, participating policyholders’ and minority interests), gains or losses from discontinued operations, net of tax, and the cumulative effect of a change in accounting principle, net of tax, from net income. Net realized investment gains or losses are excluded from net operating income because net realized investment gains or losses, other than investment impairment losses, related to the Company’s available-for-sale investment portfolio are largely discretionary, are generally driven by economic factors that are not necessarily consistent with key drivers of underwriting performance, and are therefore not an indication of trends in operations.

The following table provides revenue by line of business for each reportable segment. Revenues are comprised of operating revenues and realized investment gains and losses, net of participating policyholders’ and minority interests.

In connection with the IT Plan, after the write-off of impaired assets, the Company accrued $30 million of restructuring and other related charges in 2001 (the IT Plan Initial Accrual). These charges primarily related to $29 million of workforce reductions of approximately 260 positions gross and net and $1 million of other costs.

The following table summarizes the IT Plan Initial Accrual and the activity in that accrual during 2001 and 2002.

The following table summarizes the 2001 Plan Initial Accrual and the activity in that accrual during 2001 and 2002.

these employees were administrative, technology or financial support staff; approximately 52% of these employees were underwriters, claim adjusters and related insurance services staff; and approximately 9% of these employees were in various other positions. During December of 2002, $8 million of accrual was reduced primarily due to successful redeployment of employees to other positions within the organization. An accrual of $1 million remained at December 31, 2002 relating to employee termination costs which will be paid in 2003.

The 2001 Plan charges incurred and accrued by Group Operations were $42 million. Costs related to employee termination and related benefit costs for planned reductions in the workforce of 187 positions, gross and net, amounted to $7 million. Through December 31, 2002, 82 employees net in Group Operations were released due to the 2001 Plan. Approximately 28% of these employees were administrative, technology or financial support staff; and approximately 72% of these employees were underwriters, claim adjusters and related insurance services staff. Other costs of $35 million in Group Operations relate to a write-off of deferred acquisition costs on inforce variable life and annuity contracts, as the company believes that the decision to discontinue these products will negatively impact the persistency of the business.

At December 31, 2001, an accrual of $1 million for lease termination costs remained related to the August 1998 restructuring (1998 Plan). In December of 2002, this accrual was reduced.

In July of 2002, the Company entered into an agreement, whereby Phoenix acquired the variable life and annuity business of VFL through a coinsurance arrangement, with modified coinsurance on the separate accounts.

As a result of this agreement, Phoenix assumed net assets of $6 million. At December 31, 2002, approximately $479 million of separate account assets and $479 million of separate account policy reserves related to the variable life and annuity business continue to be held by the Company and are reported in separate account business in the assets and liabilities sections of the Consolidated Balance Sheet. The assets and liabilities of the variable life and annuity business were $637 million (primarily separate account assets) and $637 million (primarily separate account policy reserves) as of December 31, 2001.

The variable life and annuity business’ premiums and fee income were $8 million, $11 million and $5 million for the years ended December 31, 2002, 2001 and 2000. Net loss was $5 million, $44 million and $12 million for the years ended December 31, 2002, 2001 and 2000.

During the second quarter of 2002, the Company sold Claims Administration Corporation and transferred the National Postal Handlers Union group benefits plan (the Mail Handlers Plan) to First Health Group Corporation. As a result of this transaction, the Company recognized a $7 million pretax realized loss on the sale of Claims Administration Corporation and $15 million of pretax non-recurring fee income related to the transfer of the Mail Handlers Plan.

The assets and liabilities of Claims Administration Corporation and the Mail Handlers Plan were $352 million and $350 million at December 31, 2001. The revenues of Claims Administration Corporation and the Mail Handlers Plan were $1,151 million, $2,231 million and $2,081 million for the years ended December 31, 2002, 2001 and 2000.

Net income from Claims Administration Corporation and Mail Handlers Plan was $5 million, including the non-recurring fee income, $16 million and $6 million for the years ended December 31, 2002, 2001 and 2000.

In the first quarter of 2002, the Company completed the sale of the common stock of CNA Holdings Limited and its subsidiaries (CNA Vida), CNA’s life operations in Chile, to Consorcio Financiero S.A. (Consorcio). In connection with the sale, CNA received proceeds of $73 million and recorded an after-tax loss from discontinued operations of $35 million. This loss is composed of $37 million, net of tax, realized loss on the sale of CNA Vida and income of $2 million, net of tax, from CNA Vida’s operations for 2002.

CNA Vida’s assets and liabilities at December 31, 2001 were $442 million and $337 million. CNA Vida’s net earned premiums were $24 million, $77 million, and $86 million for the years ended December 31, 2002, 2001 and 2000. Net income was $2 million, $11 million, and $5 million for the years ended 2002, 2001 and 2000. CNA Vida’s results of operations, including the loss on sale, are presented as discontinued operations in all periods presented.

Effective December 31, 2000, CNA completed a transaction with Munich American Reassurance Company (MARC), whereby MARC acquired CNA’s individual life reinsurance business (CNA Life Re) via an indemnity reinsurance agreement. CNA will continue to accept and retrocede business on existing CNA Life Re contracts until such time that CNA and MARC are able to execute novations of each of CNA Life Re’s assumed and retroceded reinsurance contracts.

MARC assumed approximately $294 million of liabilities (primarily future policy benefits and claim reserves) and approximately $209 million in assets (primarily uncollected premiums and deferred acquisition costs). The net gain of approximately $2 million from the reinsurance transaction has been recorded as deferred revenue and will be recognized in income as CNA Life Re’s assumed contracts are novated to MARC.

The CNA Life Re business contributed net earned premiums of $229 million and net income of $18 million for the year ended December 31, 2000.

In the fourth quarter of 2001, the Company sold certain businesses as planned. The realized after-tax loss applicable to these businesses recognized in the second quarter of 2001 was $38 million. Revenues of these businesses included in the years ended December 31, 2001 and 2000 totaled approximately $33 million and $37 million. These businesses contributed approximately $11 million and $8 million of net losses in the years ended December 31, 2001 and 2000.

On October 31, 2002, the Company completed the sale of CNA Re U.K. to Tawa UK Limited (Tawa), a subsidiary of Artemis Group, a diversified French-based holding company. The sale includes business underwritten since inception by CNA Re U.K., except for certain risks retained by CCC as discussed below. In October, the sale was approved in the United Kingdom by the Financial Services Authority (FSA) and by the Illinois Insurance Department. This sale does not impact CNA Re’s on-going U.S.-based operations.

Concurrent with the sale, several reinsurance agreements under which CCC had provided retrocessional protection to CNA Re U.K. were terminated. As part of the sale, CNA Re U.K.’s

net exposure to all IGI Program liabilities was assumed by CCC. Further, CCC is providing a $100 million stop loss cover attaching at carried reserves on CNA Re U.K.’s 2001 underwriting year exposures for which CCC received premiums of $25 million.

On October 1, 1999, certain subsidiaries of CNA completed a transaction with The Allstate Corporation (Allstate), whereby CNA’s Personal Insurance lines of business and related employees were transferred to Allstate. Approximately $1.1 billion of cash and $1.1 billion of additional assets (primarily premium receivables and deferred acquisition costs) were transferred to Allstate, and Allstate assumed $2.2 billion of claim and claim adjustment expense reserves and unearned premium reserves. Additionally, CNA received $140 million in cash, which consisted of 1) $120 million in ceding commission for the reinsurance of the CNA personal insurance business by Allstate and 2) $20 million for an option exercisable during 2002 to purchase 100% of the common stock of five CNA insurance subsidiaries at a price equal to the GAAP carrying value as of the exercise date. Also, CNA invested $75 million in a ten-year equity-linked note issued by Allstate.

As of December 10, 2001, Allstate and CNA agreed to modify a number of the original terms of the transaction. The following is an overview of the significant modifications to the terms of the original agreement:

1)		CNA has substituted subsidiaries for the originally named subsidiaries and extended the purchase option period for the substituted subsidiaries through 2005. The Company has compensated Allstate for the postponement of its right to exercise the option due to the substitution of companies in the amount of $7 million, reducing the original payment from Allstate of $20 million to approximately $13 million. The $13 million will continue to be deferred and will not be recognized until Allstate exercises its option, at which time it will be recorded as a realized gain.

2)		The $75 million ten-year equity-linked note issued by Allstate in October of 1999 was redeemed by Allstate at par plus accrued interest.

An amendment to the December of 2001 Option Agreement was signed by both Allstate and CNA in December of 2002. The amendment modified certain terms and provisions of the Option Agreement related to the option companies and licenses needed to be acquired, and substituted payment for certain of the licenses in one of the option companies provided for in the December 10, 2001 transaction.

CNA will continue to write new and renewal personal insurance policies and to reinsure this business with Allstate companies until such time as Allstate exercises its option to buy the CNA subsidiaries. CNA continues to have primary liability on policies reinsured by Allstate. Through 2005, CNA will continue to receive a royalty fee based on the volume of personal insurance business sold through CNA agents using the terms of the original agreement.

CNA shares in indemnity and claim and allocated claim adjustment expenses if payments related to losses incurred prior to October 1, 1999 on the CNA policies transferred to Allstate exceed the claim and allocated claim adjustment expense reserves of approximately $1 billion at the date of sale. CNA’s obligation with respect to unallocated claim adjustment expenses was settled at the transaction date and is therefore not subject to the sharing arrangement. CNA must reimburse Allstate for 80% of the first $40 million of payments in excess of $1 billion, and for 90% of any additional payments in excess of the first $40 million. The Company must begin to reimburse Allstate for claim and allocated claim adjustment expense payments when cumulative claim payments after October 1, 1999 on losses occurring prior to that date exceed the $1 billion. The Company’s remaining obligation valued under this loss sharing provision as of October 1, 2003, will be settled by agreement of the parties or by an independent actuarial review of the unpaid claim liabilities as of that date. Cumulative payments of indemnity and loss adjustment expenses on such policies are expected to exceed $1 billion during 2003. The Company has established reserves for its estimated liability under this loss sharing arrangement.

The retroactive portion of the reinsurance transaction, consisting primarily of the cession of claim and claim adjustment expense reserves approximating $1.0 billion, was not recognized as reinsurance because the criteria for risk transfer were not met for this portion of the transaction. The related consideration paid was recorded as a deposit and is included in reinsurance receivables in the Consolidated Balance Sheets. The prospective portion of the transaction, which as of the transaction date consisted primarily of the cession of $1.1 billion of unearned premium reserves, has been recorded as reinsurance. The related consideration paid was recorded as prepaid reinsurance premiums. Premiums ceded after the transaction date follow this same treatment.

CNA recognized an after-tax realized loss of approximately $39 million in 1999 related to the transaction, consisting primarily of the accrual of lease obligations and the write-down of assets that related specifically to the Personal Insurance lines of business. The $120 million ceding commission related to the prospective portion of the transaction has been recognized in proportion to the recognition of the unearned premium reserves to which it relates. Ceding commission earned was $69 million and $51 million in 2000 and 1999. Royalty fees earned in 2002, 2001 and 2000 were approximately $27 million, $26 million and $27 million.

CNA reports net assets of discontinued operations, which primarily consist of run-off operations discontinued in the mid-1990’s, in other assets on the Consolidated Balance Sheets. The following table provides more detailed information regarding those net assets.

The following tables set forth unaudited quarterly financial data for the years ended December 31, 2002 and 2001.

(a)		During the third quarter of 2002, the Company completed its initial goodwill impairment test and recorded a $57 million after-tax impairment charge. The impairment charge was recorded as a cumulative effect of a change in accounting principle as of January 1, 2002.

(b)		As restated, see Note T.

The following tables set forth unaudited quarterly financial data for the years ended December 31, 2002 and 2001 as previously reported before a restatement to reflect a change in the accounting for the Company’s investment in life settlement contracts. See Note T for further discussion.

(a)

During the third quarter of 2002, the Company completed its initial goodwill impairment test and recorded a $57 million after-tax impairment charge. The impairment charge was recorded as a cumulative effect of a change in accounting principle as of January 1, 2002.

CNA reimburses Loews, or pays directly, for management fees, travel and related expenses and expenses of investment facilities and services provided to CNA. The amounts reimbursed or paid by CNA were approximately $19 million, $18 million and $14 million for the years ended December 31, 2002, 2001 and 2000. In addition, CNAF and its eligible subsidiaries are included in the consolidated federal income tax return of Loews and its eligible subsidiaries. See Note E for a detailed description of the income tax agreement and tax payments made between the Company and Loews. Also, CNA writes, at standard rates, a limited amount of insurance for Loews and its affiliates. The total premiums from Loews and its affiliates were $4 million, $6 million and $5 million for the years ended December 31, 2002, 2001 and 2000.

During 2001, CNA issued and sold 40,324,363 shares of common stock for $25 per share through a rights offering to stockholders of record on August 23, 2001. The net proceeds from the rights offering amounted to $1,006 million. In connection with the rights offering, Loews purchased 38,281,644 shares. See Note L for further details of this transaction.

CNA assumes the risk for a limited amount of insurance from R.V.I. Guaranty Company, Inc. (RVI), an unconsolidated affiliate. CNA assumed approximately $0.3 million, $2 million and $11 million in written premiums from RVI during 2002, 2001 and 2000.

CNA previously sponsored a stock ownership plan whereby the Company financed the purchase of Company stock by certain officers, including executive officers. Interest charged on the principal amount of these outstanding stock purchase loans is generally equivalent to the long term applicable federal rate, compounded semi-annually, in effect on the disbursement date of the loan. Loans made pursuant to the plan are generally full recourse with a ten year term and are secured by the stock purchased. See Note L for a detailed discussion of this plan.

CCC provided an excess of loss reinsurance contract to the insurance subsidiaries of CNA Surety, over a period that expired on December 31, 2000 (the stop loss contract). The stop loss contract limits the net loss ratios for CNA Surety with respect to certain accounts and lines of insurance business. In the event that Surety’s accident year net loss ratio exceeds 24% for 1997 through 2000 (the contractual loss ratio), the stop loss contract requires CCC to pay amounts equal to the amount, if any, by which CNA Surety’s actual accident year net loss ratio exceeds the contractual loss ratio multiplied by the applicable net earned premiums. The minority shareholders of CNA Surety do not share in any losses that apply to this contract. Reinsurance balances payable under this stop loss contract were approximately $22 million as of December 31, 2001. There were no reinsurance balances payable under this stop loss contract as of December 31, 2002.

CCC provided an Excess of Loss Contract to the insurance subsidiaries of CNA Surety with the capacity to underwrite large surety bond exposures. The Excess of Loss Contract provided $75 million of coverage in excess of the $40 million of coverage provided to the insurance subsidiaries of CNA Surety in 2002 by third party reinsurers, which is in turn in excess of the $20 million of per principal losses retained by the CNA Surety insurance subsidiaries. Subsequent to September 30, 1997, CNA Surety entered into a second excess of loss contract with CCC (Second Excess of Loss Contract). The Second Excess of Loss Contract provides additional coverage for principal losses that exceed the foregoing coverage of $75 million per principal provided by the Excess of Loss Contract, or aggregate losses per principal in excess of $135 million. CCC is also obligated to act as a joint insurer, or “co-surety,” for business covered by the Excess of Loss Contract when requested by the CNA Surety insurance subsidiaries. In consideration for the reinsurance coverage provided by the Excess of Loss Contracts, the insurance subsidiaries of CNA Surety paid to CCC, on a quarterly basis, a premium equal to 1% of the net written premiums applicable to the Excess of Loss Contract, subject to a minimum premium of $20 thousand and $5 thousand per quarter under the Excess of Loss Contract and Second Excess of Loss Contract, respectively. The two Excess of Loss Contracts collectively provide coverage for losses discovered on surety bonds in force as of September 30, 1997 and for losses discovered on new and renewal business written during the term of the Excess of Loss Contracts. Both Excess of Loss Contracts commenced immediately following September 30, 1997 and continue for a period of five years from September 30, 1997 or until September 30, 2002. The discovery period for losses covered by the Excess of Loss Contracts extends until three years after the September 30, 2002 expiration date of the contracts.

CCC, effective October 1, 2002, has secured replacement excess of loss protection for new and renewal bonds for CNA Surety for per principal exposures that exceed $60 million since October 1, 2002 in two parts – a) $40 million excess of $60 million and b) $50 million excess of $100 million for CNA Surety. This excess of loss protection is primarily necessary to support new and renewal bonds for contract surety accounts with bonded backlogs or work-in-process in excess of $60 million. In consideration for the reinsurance coverage provided by the $40 million excess of $60 million contract, CNA Surety will pay to CCC, on a quarterly basis, a premium equal to $3 million. In 2002, the insurance subsidiaries of CNA Surety paid $4 million in premium to CCC in consideration of the coverage provided by the $50 million excess of $100 million.

Subsequent to the issuance of the Company’s 2001 Consolidated Financial Statements and, as a result of a routine review of the Company’s periodic filings by the Division of Corporation Finance of the SEC, the Company has revised the historical accounting for its investment in life settlement contracts and the related revenue recognition. The Company has restated its previously reported financial statements as of December 31, 2001 and for the years ended December 31, 2001 and 2000 as well as its interim financial data for the first three quarters of 2002 and all interim periods of 2001.

operating expense. Revenue is recognized and included in other revenue in the Consolidated Statements of Operations when the life insurance policy underlying the life settlement contract matures. The Company’s historical accounting was to record an asset for the amount paid to acquire the life settlement contract along with other direct acquisition costs, and to recognize revenue over the period the contract was held. Additionally, the Consolidated Statements of Stockholders' Equity reflect a decrease in the Company's retained earnings of $215 million as of January 1, 2000.

We have audited the accompanying consolidated balance sheets of CNA Financial Corporation (an affiliate of Loews Corporation) and subsidiaries (the Company) as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of CNA Financial Corporation and subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note T to the consolidated financial statements, the accompanying 2001 and 2000 consolidated financial statements have been restated.

Also, as discussed in Note A to the consolidated financial statements, in 2002 the Company changed its method of accounting for goodwill and indefinite-lived intangible assets and in 2001 the Company changed its method of accounting for derivative instruments and hedging activities.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Officers are elected and hold office until their successors are elected and qualified, and are subject to removal by the Board of Directors.

Additional information required in Item 10, Part III has been omitted as the Registrant intends to file a definitive proxy statement pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the close of its fiscal year.

Information required in Item 11, Part III has been omitted as the Registrant intends to file a definitive proxy statement pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the close of its fiscal year.

Information required in Item 12, Part III has been omitted as the Registrant intends to file a definitive proxy statement pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the close of its fiscal year.

Information required in Item 13, Part III has been omitted as the Registrant intends to file a definitive proxy statement pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the close of its fiscal year.

The Company maintains a system of disclosure controls and procedures which are designed to ensure that information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934, including this report, is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to the Company’s management on a timely basis to allow decisions regarding required disclosure.

The Company’s chief executive officer and chief financial officer have conducted an evaluation of the Company’s disclosure controls and procedures as of a date within 90 days prior to the date of this report. Based on this evaluation, the Company’s chief executive officer and chief financial officer have each concluded that the Company’s disclosure controls and procedures are effective for their intended purpose.

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

(b)		Reports on Form 8-K:

		On December 19, 2002 CNA Financial Corporation sold 7,500 shares of its Series H Cumulative Preferred Stock to Loews Corporation, the owner of 90% of CNA’s outstanding common stock, for $750 million.

(c)		Exhibits: None.

(d)		Condensed Financial Information of Unconsolidated Subsidiaries: None.

SCHEDULE I. SUMMARY OF INVESTMENTS — OTHER THAN INVESTMENTS IN RELATED PARTIES

The condensed financial information of CNA Financial Corporation (CNAF or the Parent Company) should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Part II, Item 8 of this Form 10-K. CNAF’s subsidiaries are accounted for using the equity method of accounting. Equity in net income of these affiliates is reported as equity in net income of subsidiaries.

Certain amounts applicable to prior years have been reclassified to conform to classifications followed in 2002.

As a result of a routine review of CNA’s periodic filings by the Division of Corporation Finance of the Securities and Exchange Commission (SEC), a subsidiary has restated its previously reported financial statements as of December 31, 2001 and for the years ended December 31, 2001 and 2000 as well as its interim financial data for the first three quarters of 2002 and all interim periods of 2001. As a result, the financial statements for CNAF have been restated. See Note T of the Consolidated Financial Statements included under Item 8.

The preparation of Condensed Financial Statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

CNAF classifies its fixed maturity securities (bonds and redeemable preferred stocks) and its equity securities as available-for-sale, and as such, they are carried at fair value. The amortized cost of fixed maturity securities is adjusted for amortization of premiums and accretion of discounts to maturity, which are included in net investment income. Changes in fair value are reported as a component of other comprehensive income. Investments are written down to estimated fair values and losses are recognized in income when a decline in value is determined to be other-than-temporary.

All securities transactions are recorded on the trade date. Realized investment gains and losses are determined on the basis of the cost or amortized cost of the specific securities sold.

CNAF’s investments in fixed maturity securities are composed entirely of U.S. Treasury securities and obligations of government agencies.

CNAF may enter into investment derivatives in the normal course of business, primarily to reduce its subsidiaries exposure to market risk (principally interest rate risk, equity stock price risk and foreign currency risk) stemming from various assets and liabilities and credit risk (the ability of an obligor to make timely payment of principal and/or interest). CNAF’s principal objective under such risk strategies is to achieve the desired reduction in economic risk, even if the position will not receive hedge accounting treatment.

CNAF has a $250 million three-year bank credit facility with an April 30, 2004 expiration date. CNAF previously also had a $250 million 364-day facility with an expiration date of April 29, 2002. An option to convert the 364-day facility to a one-year term loan was exercised in April 2002. The term loan was subsequently prepaid on December 23, 2002.

CNAF pays a facility fee to the lenders for having funds available for loans under the three-year credit facility. The fee varies based on the long term debt ratings of CNAF. At December 31, 2002, the facility fee on the three-year component was 17.5 basis points.

CNAF pays interest on any outstanding debt/borrowings under the three-year facility based on a rate determined using the long term debt ratings of CNAF. The interest rate is equal to the London Interbank Offering Rate (LIBOR) plus 57.5 basis points. Further, if CNAF has outstanding loans greater than 50% of the amounts available under the three-year facility, CNAF also will pay a utilization fee of 12.5 basis points on such loans. At December 31, 2002 and 2001, the weighted-average interest rate on the borrowings under the facility, including facility fees and utilization fees, was 2.3% and 3.1%.

A Moody’s Investors Service (Moody’s) downgrade of the CNAF senior debt rating from Baa2 to Baa3 would increase the facility fee on the three-year component of the facility from 17.5 basis points to 25.0 basis points. The applicable interest rate on the three-year facility component would increase from LIBOR plus 57.5 basis points to LIBOR plus 75.0 basis points. The utilization fee would remain unchanged on the three-year facility at 12.5 basis points.

The terms of CNAF’s credit facilities require CNAF to maintain certain financial ratios and its subsidiaries to maintain combined property and casualty company statutory surplus levels. At December 31, 2002 and 2001, CNAF was in compliance with all restrictive debt covenants.

CNAF has reimbursed its subsidiaries for certain general management and administrative expenses, certain extra contractual obligations and certain investment expenses of $159 million and $200 million in 2001 and 2000. Beginning in 2002, these expenses were charged directly to CNAF’s subsidiaries. Certain administrative expenses resulting principally from shareholder expenses, consulting and fees and dues to states of incorporation of $3 million were paid directly by CNAF in 2002.

In the normal course of business, CNAF guarantees the indebtedness of certain of its subsidiaries, which expire through 2025. These guarantees arise in the normal course of business and are given to induce a lender to enter into an agreement with CNAF’s subsidiaries. CNAF would be required to remit prompt and complete payment when due, should the primary obligor default. The maximum potential amount of future payments that CNAF could be required to pay under these guarantees are approximately $20 million at December 31, 2002.

CNAF has provided parent company guarantees, which expire in 2015, related to lease obligations of certain subsidiaries. Certain of those subsidiaries have been sold; however, the lease obligation guarantees remain in effect. CNAF would be required to remit prompt payment on leases in question if the primary obligor fails to observe and perform its covenants under the lease agreements. The maximum potential amount of future payments that CNAF could be required to pay under these guarantees are approximately $8 million at December 31, 2002.

An affiliate of CNAF, Continental Casualty Company (CCC), holds an investment in a real estate joint venture that is accounted for on the equity basis of accounting. In the normal course of business, CCC on a joint and several basis with other unrelated insurance company shareholders have committed to continue funding the operating deficits of this joint venture. Additionally, CCC and the other unrelated shareholders, on a joint and several basis, have guaranteed an operating lease for an office building, which expires in 2016.

In the event that the other parties to the joint venture are unable to meet their commitments in funding the operations of this joint venture, CCC would be required to assume the obligation for the entire office building operating lease. The maximum potential future lease payments at December 31, 2002 that CCC could be required to pay under this guarantee is approximately $333 million. If CCC was required to assume the entire lease obligation, CCC would have the right to pursue reimbursement from the other shareholders and would have the right to all sublease revenues.

CCC has recorded a liability of approximately $10 million for its share of estimated future operating deficits of this joint venture through 2016.

CCC has also committed to contribute up to $5 million to the former CNA Re U.K. entities over a four-year period beginning in 2010 should the Financial Services Authority deem those entities to be undercapitalized.

In December of 2002 and January of 2003, CNAF provided loans in an aggregate amount of approximately $45 million to a large national contractor that undertakes projects for the construction of government and private facilities. CNA Surety Corporation (CNA Surety), a 64% owned and consolidated subsidiary of CNAF, has provided significant surety bond protection for projects by this contractor through surety bonds underwritten by CCC or its affiliates. The loans were provided by CNAF to help the contractor meet its liquidity needs. The loans are evidenced by demand notes and currently accrue interest at 10% until replaced by the credit facility described below. The contractor and certain of its affiliates have pledged to CNAF substantially all of their assets as collateral for these loans.

Loews Corporation (Loews) and CNAF have entered into a participation agreement, pursuant to which Loews has purchased a participation interest in one-third of the loans and commitments under the new credit facility, on a dollar-for-dollar basis, up to a maximum of $25 million. Although Loews does not have rights against the contractor directly under the participation agreement, it shares recoveries and certain fees under the facility proportionally with CNAF.

In certain circumstances CNAF provides guarantees of the indebtedness of certain of its subsidiaries independent insurance producers, which expire in 2003. CNAF would be required to remit prompt and complete payment when due, should the primary obligor default. In the event of default on the part of the primary obligor, CNAF holds an interest in and to any and all shares of common stock of the primary obligor. The maximum potential amount of future payments that CNAF could be required to pay under these guarantees are approximately $7 million at December 31, 2002.

In the normal course of business, CNAF has provided guarantees to holders of structured settlement annuities (SSA) provided by certain of its subsidiaries, which expire through 2119. CNAF would be required to remit SSA payments due to claimants if the primary obligor failed to perform on these contracts. The maximum potential amount of future payments that CNAF could be required to pay under these guarantees are approximately $1,535 million at December 31, 2002.

CNAF has a commitment to purchase up to a $100 million floating rate note issued by the California Earthquake Authority in the event of an earthquake during calendar year 2003 that results in California earthquake related losses greater than $4.2 billion.

In 2002, 2001 and 2000, CNAF contributed capital of approximately $304 million, $1,416 million and $171 million to its subsidiaries. In 2001 and 2000, CNAF subsidiaries returned capital of approximately $15 million and $6 million. In 2002, there were no returns of capital from subsidiaries.

In 2002, 2001 and 2000, CNAF received approximately $118 million, $493 million and $429 million in dividends from subsidiaries.

Dividends from CCC are subject to the insurance holding company laws of the State of Illinois, the domiciliary state of CCC. Under these laws, ordinary dividends, or dividends that do not require prior approval of the Department, may be paid only from earned surplus, which is calculated by removing unrealized gains from unassigned surplus. As of December 31, 2002, CCC’s earned surplus is in a positive position, thereby enabling CCC to pay approximately $1,069 million of dividend payments during 2003 that would not be subject to insurance department prior approval. The actual level of dividends paid in any year is determined after an assessment of available dividend capacity, holding company liquidity and cash needs as well as the impact the dividends will have on the statutory surplus of the applicable insurance company.

This initiative involved a change to the underwriting structure of CCC and eight of its subsidiaries from a Pool structure to a structure in which CCC assumes 100% of the net underwriting risks of the group of companies formerly comprising the pool. This is the Company’s first step in a multi-year project to reduce duplicative legal entities, thereby facilitating more efficient operations and cost savings.

In addition, by agreement with the New Hampshire Insurance Department, as well as certain other state insurance departments, dividend payments for the CIC pool are restricted to internal and external debt service requirements through September of 2003 up to a maximum of $85 million annually, without the prior approval of the New Hampshire Insurance Department.

upon the mutual agreement of CNAF and a majority of the stockholders of the preferred stock. The Preferred Issue is exempt from registration under Section 4(2) of the Securities Act of 1933.

(a)		Investment income is allocated based on each segment’s net carried insurance reserves as adjusted.

(b)		As restated, see Note T of the Consolidated Financial Statements included under Item 8.

(c)		Net written premiums relate to business in property and casualty companies only.

Incorporated herein by reference from Note H of the Consolidated Financial Statements included under Item 8.

(b) For 2002, amount includes $30 million related to the sale of CNA Re U.K., see Note P of the Consolidated Financial Statements included under Item 8 for further discussion of the sale.

SCHEDULE VI. SUPPLEMENTAL INFORMATION CONCERNING PROPERTY AND CASUALTY INSURANCE OPERATIONS

We have audited the consolidated financial statements of CNA Financial Corporation (an affiliate of Loews Corporation) and subsidiaries (the Company) as of December 31, 2002 and 2001, and for each of the three years in the period ended December 31, 2002, and have issued our report thereon dated March 19, 2003, which report includes explanatory paragraphs as to the restatement described in Note T to the consolidated financial statements and certain accounting changes described in Note A to the consolidated financial statements; such consolidated financial statements and report are included elsewhere in this Form 10-K. Our audits also included the financial statement schedules of CNA Financial Corporation and subsidiaries, listed in Item 15. These financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

1.		I have reviewed this annual report on Form 10-K of CNA Financial Corporation;

2.		Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.		Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the Evaluation Date); and

	c)		Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)		All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

1.		I have reviewed this annual report on Form 10-K of CNA Financial Corporation;

2.		Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.		Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)		Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	b)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the Evaluation Date); and

	c)		Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

	a)		All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

SECTION 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

SECTION 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

SECTION 1. Meetings of stockholders for any purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2. Annual meetings of stockholders, commencing with the year 1970, shall be held on the first Wednesday in May if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Elections of Directors need not be by ballot.

SECTION 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than fifty days before the date of the meeting.

SECTION 4. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be opened to the examination of any stockholder, for the purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the

meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chief Executive Officer or President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning not less than one-fifth of all shares issued and outstanding and entitled to vote on any proposal to be submitted to said meeting. Such request shall state the purpose or purposes of the proposed meeting.

SECTION 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than fifty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

SECTION 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

SECTION 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

SECTION 10. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

SECTION 11. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any provision of the statutes, the meeting and vote of stockholders may be dispensed with if all of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken; or if the Certificate of Incorporation authorizes the action to be taken with the written consent of the holders of less than all of the stock who would have been entitled to vote upon the action if a meeting were held, then on the written consent of the stockholders having not less than such percentage of the total number of votes as may be authorized in the Certificate of Incorporation; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the total required by statute for the proposed corporate action, and provided that prompt notice must be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent.

SECTION 1. The number of directors shall be changed from time to time by action of the stockholders or of the Board. Except as provided in Section 2 of this Article, the Directors shall be elected at the annual meeting of the stockholders, and each Director shall hold office until his successor is elected and qualified. Directors need not be stockholders.

SECTION 2. The office of a Director shall become vacant if he dies or resigns by a writing signed by him and delivered to the Corporation, and the Board of Directors may declare vacant the office of a Director if he be declared of unsound mind by an order of Court or convicted of a felony, or for any other proper cause, of if, within sixty days after notice of his election as a Director, he does not accept such office either in writing or by attending a meeting of the Board of Directors.

Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute. If, at the time of filing any vacancy or any newly created directorship, the Directors then in office shall

constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such Directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the Directors chosen by the Directors then in office.

SECTION 3. The business of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

SECTION 4. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. The Directors may designate a Director as the Chairman of the Board of Directors. The Chairman of the Board of Directors shall not be an officer of the Corporation.

SECTION 5. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the Directors.

SECTION 6. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

SECTION 7. Special Meetings of the Board of Directors may be called by the Chief Executive Officer, the President or the Secretary, and shall be called upon the written request of any two or more Directors. Notice of the time and place of such meetings shall be given in person or via electronic transmission or telephoned to each Director at least 24 hours prior to the time of the meeting. Notice may be mailed to each Director at least 48 hours prior to the time of the meeting. If notice is mailed, the notice shall be deemed to have been given at the time it is deposited in the mail.

SECTION 8. At all meetings of the Board six (6) Directors shall constitute a quorum for the transaction of business and the act of a

majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 9. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

SECTION 10. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Unless otherwise provided by the Board of Directors, a majority of the members of any committee appointed by the Board of Directors pursuant to this Section shall constitute a quorum at any meeting thereof and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee. Any such committee shall, subject to any rules prescribed by the Board of Directors, prescribe its own rules for calling, giving notice of and holding meetings and its method of procedure at such meetings and shall keep a written record of all action taken by it.

SECTION 11. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

SECTION 12. In the absence or disqualification of one or more members of any Committee, the member or members present at any meeting and not

disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member or members.

SECTION 13. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated fee as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any Director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to Directors may also be given by electronic transmission (to Directors), telegram or telephone.

SECTION 2. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 1. The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Secretary and Chief Financial Officer. The Board of Directors may also choose a President and one or more Vice Presidents. The Board of Directors may designate one or more of the Vice Presidents as Senior Vice President or Executive Vice President and may use descriptive words or phrases to designate the standing, seniority or area of special competence of the Vice Presidents. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these By-Laws otherwise provide.

SECTION 2. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a Chief Executive Officer, a Chief Financial Officer and a Secretary.

SECTION 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

SECTION 4. The Board of Directors shall fix the compensation of the Chief Executive Officer and, unless otherwise established by the Board of Directors or a committee appointed by the Board of Directors, the Chief Executive Officer shall fix the compensation of any or all other officers of the Corporation.

SECTION 5. The officers of the Corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

SECTION 6. The Chief Executive Officer shall be the chief executive officer of the Corporation and shall have general and active control of its business and affairs. He shall preside at the meetings of the stockholders and the Board of Directors, and may exercise any and all of the powers of a chief executive officer. The Chief Executive Officer shall have such other powers and duties as may be assigned to or vested in him from time to time by the Board of Directors or by the Executive Committee.

SECTION 7. The Chief Executive Officer may execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

SECTION 8. The President, if one shall be chosen, shall have general supervision and direction of all other officers of the Corporation, subject to the direction of the Board of Directors, and shall carry into effect the orders of the Board of Directors and Chief Executive Officer of the Board of Directors. The President shall also have such other duties and powers as may be assigned to or vested in him from time to time by the Board of Directors or by the Executive Committee.

SECTION 9. The Vice Presidents shall assist the Chief Executive Officer, and shall perform such other duties as may from time to time be directed by the Board of Directors, the Chief Executive Officer or the President.

SECTION 10. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed it may be attested by his signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

SECTION 11. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

SECTION 12. The Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

SECTION 13. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as treasurer and of the financial condition of the Corporation.

SECTION 14. If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his

office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

SECTION 15. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Chief Financial Officer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

SECTION 1. Except as otherwise provided in the Certificate of Incorporation, every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chief Executive Officer, the President or a Vice President and the Chief Financial Officer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

SECTION 2. If the Corporation shall be authorized to issue more than one class or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 3. Where a certificate is countersigned (1) by a transfer agent other than the Corporation or its employees, or, (2) by a registrar other than the Corporation or its employees, the signatures of the officers of the Corporation may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

SECTION 4. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

SECTION 5. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to cause to be issued a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

SECTION 6. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 7. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of

any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

SECTION 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors, or a duly constituted Committee thereof, at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

SECTION 2. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

SECTION 3. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

SECTION 4. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

SECTION 5. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SECTION 6. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 1. These By-Laws may be altered or repealed at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration or repeal be contained in the notice of such special meeting.

SECTION 1. Unless otherwise ordered by the Board of Directors, the Chief Executive Officer or the President, or any Vice President, or the Secretary or the Chief Financial Officer in person or by proxy or proxies appointed by any of them shall have full power and authority on behalf of the Corporation to vote, act and consent with respect to any shares of stock issued by other corporations which the Corporation may own or as to which the Corporation otherwise has the right to vote, act or consent.

SECTION 2. In the event the protective conditions or restrictions of any outstanding series of Preferred Stock, fixed by the Board of Directors pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation and Section 151 of Title 8 of the Delaware Code of 1953, are inconsistent with any provision of these By-Laws, such provision shall be deemed to be amended to remove any inconsistency.

SECTION 3. Business Combinations with interested Stockholders. Pursuant to the provisions of Section 203(a)(2) of the General Corporation Law of Delaware, the Corporation, by action of the Board, expressly elects not to be governed by Section 203 of the General Corporation Law of Delaware, dealing with the business combinations with interested stockholders. Notwithstanding anything to the contrary in these By-Laws, the provisions of this Section may not be further amended by the Board except as may be specifically authorized by the General Corporation Law.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative(other than an action by or in the right of the Corporation) by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses

		(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

2.		The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

3.		To the extent that any person referred to in paragraphs 1 and 2 of this Article TEN has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense or any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

4.		Any indemnification under paragraphs 1 and 2 of this Article TEN, (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs 1 and 2 of this Article TEN. Such determination shall be made (a) by the Board of Directors

		by a majority vote of a quorum (as defined in the By-Laws of the Corporation) consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

5.		Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided in paragraph one of this Article TEN upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as provided in this Article TEN.

6.		The indemnification and advancement of expenses provided by or granted pursuant to the other provisions of this Article TEN shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested Director or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

7.		The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article TEN.

8.		For purposes of this Article references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excess taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on or involves services by such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

9.		The indemnification and advancement of expenses provided by, or granted pursuant to this Article TEN shall continue as to a person who has ceased to be a director, officer, employee or agent and

shall inure to the benefit of the heirs, executors and administrators of such a person.

-15- EX-10.10 4 c75546exv10w10.htm EMPLOYMENT AGREEMENT FOR STEPHEN W. LILIENTHAL Employment Agreement for Stephen W. Lilienthal

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 25th day of July, 2002 (the “Signing Date”), by and between CNA Financial Corporation, a Delaware corporation (the “Company”), and Stephen W. Lilienthal (“Executive”);

WHEREAS, the Executive currently serves as the President and Chief Executive Officer, Property and Casualty Operations and a member of the Board of Directors of the Company, pursuant to an employment agreement dated as of July 23, 2001 (“Prior Employment Agreement”);

WHEREAS, the Company wishes to employ Executive as Chief Executive Officer of the Company and as Chairman and Chief Executive Officer of the CNA Insurance Companies (collectively, the Company and the CNA Insurance Companies are referred to as the “CNA Companies”); and

WHEREAS, the Company and the Executive wish to terminate the Prior Employment Agreement and to enter into a new written agreement setting forth the terms of their future employment relationship as set forth below.

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 August 26, 2002 (“Effective Date”) and ending on December 31, 2005, or such earlier date as of which Executive’s employment is terminated in accordance with Section 6 hereof. The covenants set forth in Sections 7, 8, 9, 10, 11, 12, 13, 14 through 16 shall survive the term of Executive’s employment.

(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 Companies and for development and implementation of the CNA Companies’ business plans and strategies. Executive shall report to the Board. Executive shall be elected and shall serve as a member and chairman of the board of directors of the CNA Insurance Companies, and of such of the other CNA Companies as may be determined by the Board, and if so elected, Executive agrees to serve on such boards in such capacity without additional compensation.

(b) Executive shall diligently and to the best of his abilities assume, perform, and discharge the duties and responsibilities of Chief Executive Officer of the Company, and

Chairman and Chief Executive Officer of the CNA Insurance Companies, as well as such other specific duties and responsibilities not inconsistent with Executive’s such titles, offices, status and responsibilities as the Board shall assign or designate to Executive from time to time. Executive shall devote substantially all of his working time to the performance of his duties as set forth herein and shall not during the term of his employment, without the prior written consent of the Board, accept other employment or render or perform other services, nor shall he have any direct or indirect ownership interest in any other business which is in competition with the business of the CNA Companies, other than in the form of publicly traded securities constituting less than five percent (5%) of the outstanding securities of a corporation (determined by vote or value) or limited partnership interests constituting less than five percent (5%) of the value of any such partnership. The foregoing shall not preclude Executive from engaging in charitable, professional, and personal investment activities, and Executive shall be permitted to continue to engage in such charitable and professional activities engaged in by Executive during the term of his Prior Employment Agreement, provided in any case that, in the reasonable judgment of the Board, such activities do not materially interfere with his performance of his duties and responsibilities hereunder.

(a) Base Compensation. The Company or its subsidiaries shall pay to Executive for the period he is employed by the Company hereunder, an annual base salary at a rate of no less than $950,000.00, payable not less frequently than monthly (the “Base Compensation”). Such Base Compensation shall be reviewed by the Board not less frequently than annually, as of each March, during the term of the Agreement commencing, with a view to making such positive adjustments as the Board deems equitable and appropriate, beginning with March of 2003, based on market considerations, Executive’s responsibilities and performance, and the increased amount shall thereafter be considered Executive’s Base Compensation for all purposes under this Agreement. In no event shall Executive’s salary rate be reduced to an amount that is less than $950,000.00, or after any increase in Base Compensation hereafter to an amount that is less than such increased amount that he was previously receiving, without Executive’s written consent.

(b) Annual Incentive Cash Award. The Executive shall be entitled to an annual cash award (“Bonus”) pursuant to the CNA Financial Corporation 2000 Incentive Compensation Plan (the “Incentive Compensation Plan”). The Executive’s target Bonus thereunder shall be not less than the rate of one hundred percent (100%) of his Base Compensation and his maximum Bonus shall be not more than the rate of two hundred percent (200%) of his Base Compensation; provided, subject to Incentive Compensation Committee (“Committee”) approval, Executive’s 2002 Bonus shall be not less than the sum of: (i) the full-year cash award due to Executive under the Prior Employment Agreement (determined without regard for the termination of his Prior Employment Agreement hereunder), plus (ii) not less than $400,000, upon achievement of a goal of $2,600,000,000 net written property casualty premium for the CNA Companies for the last two fiscal quarters of 2002, offset by one-third (1/3) of the amount payable pursuant to clause (i). The amount of Executive’s annual Bonus shall be based on performance criteria (the “Performance Criteria”) established by the Committee pursuant to the Incentive Compensation Plan for each of the years included in the term of this Agreement, and payment of Executive’s annual Bonus shall otherwise be in accordance with the provisions

of the Incentive Compensation Plan, including the requirement of annual review and certification by the Committee of the awards; provided, that satisfaction of the Performance Criteria shall be based on Net Operating Income as defined in the Incentive Compensation Plan; and provided further, that the Committee shall not exercise its negative discretion under the Incentive Compensation Plan to decrease the amount of Executive’s Bonus for any year by more than 10 percent.

(c) Special Long-Term Incentive Award. Executive shall be awarded a special stock option grant of 15,000 shares of CNA Financial Corporation stock as of August 8, 2002, pursuant to the terms and conditions set forth in the attached Addendum (the “Addendum”), which is incorporated by reference into this Agreement.

(d) Long-Term Incentive Awards. Subject to the approval of the Committee (as provided in Section 3 of the attached Addendum), Executive shall additionally be awarded a targeted stock option grant of 55,000 shares of CNA Financial Corporation stock annually pursuant to the terms and provisions set forth in the Addendum that are comparable to such awards to senior executives of the Company, and such other awards under the Incentive Compensation Plan as the Committee shall in its sole discretion from time to time grant to Executive. Such stock option, restricted stock and other equity incentive awards, and all other stock option, restricted stock and other equity incentive awards granted to Executive pursuant to subsection 3(c) and this subsection 3(d) are referred as “Stock Options” hereunder.

(e) Prior Incentive Awards. All stock option, restricted stock and other equity incentive awards granted to Executive prior to the Effective Date shall continue in accordance with the terms thereof (except that “December 31, 2005” shall be substituted for “March 1, 2004” as the latest “Offer Date” to constitute a “Triggering Termination” thereunder).

(f) Section 162(m) Compliance; Deferral. For avoidance of doubt, respecting awards to Executive under Section 3(b) or 3(d) hereof, the Committee shall retain such discretion as may be provided under the Incentive Compensation Plan to satisfy Section 162(m) of the Internal Revenue Code of 1986 (“Code”) or any successor provision. The Company may defer the payment of all compensation to which Executive is entitled hereunder or otherwise to enable it to comply with Section 162(m) of the Code or any successor provision with respect to deductibility of executive compensation. All such deferred compensation will be credited to the Executive’s SES-CAP account and shall be subject to the terms thereof.

(g) S-CAP/SES-CAP Earnings. Executive’s compensation and pensionable earnings under the CNA Savings & Capital Accumulation Plan (“S-CAP”) and the CNA Supplemental Savings & Capital Accumulation Plan (“SES-CAP”) will be calculated as specified in the plan documents; provided, such compensation and earnings, as the case may be, shall include the sum of Executive’s Base Compensation, annual Bonus and all other cash incentive awards payable to Executive for each year, not to exceed a sum of $1,900,000 per year, with such amounts to be includible at the time they would otherwise be paid to Executive in the absence of any elective deferral by Executive or pursuant to Section 3(f) hereof.

4. Other Benefits. Executive shall be entitled to participate in the various benefit plans, programs or arrangements established and maintained by the Company from time to time

and applicable to senior executives of the Company such as, but not by way of limitation, vacation pay, health and major medical insurance, dental insurance, life insurance, long-term disability insurance, both qualified and supplemental savings plans, and long-term incentive compensation plans, and to receive all fringe benefits and perquisites made available to Band 660 employees of the Company, including but not limited to club memberships ($10,000 annually and a $10,000 one-time initiation fee). Executive’s entitlement to participate in any such plan, program or arrangement shall, in each case, be subject to the terms and conditions thereof; however, notwithstanding the foregoing, in the event of termination of employment, Executive’s severance entitlement shall be determined solely in accordance with Section 6 hereof.

5. Expense Reimbursement. Executive shall be entitled to reimbursement by the Company for all reasonable and customary travel and other business expenses incurred by Executive in carrying out his duties under this Agreement (and any outstanding reimbursable expenses under the Prior Employment Agreement), in accordance with the general reimbursement policies adopted by the Company from time to time for its senior executives. Executive shall report all such expenditures not less frequently than monthly accompanied by adequate records and such other documentary evidence as required by the Company or by Federal or state tax statutes or regulations governing the substantiation of such expenditures. The Company shall promptly reimburse Executive for all reasonable professional expenses incurred in connection with the negotiation and preparation of this Agreement.

6. Termination of Employment. If Executive’s employment with the Company shall terminate during the term of this Agreement, the following conditions set forth herein shall apply with respect to Executive’s compensation and benefits hereunder. Either party may terminate Executive’s employment with the Company during the term of this Agreement by written notice to the other party effective as of the date specified in such notice and Executive’s employment shall automatically terminate in the event of Executive’s death. Upon termination of Executive’s employment during the term of this Agreement, the rights of the parties under this Agreement shall be determined pursuant to this Section 6. All payments made hereunder shall be subject to applicable withholding required by federal, state or local law and shall be made either to Executive or to his personal representatives, heirs or beneficiaries as the case may be. In the event of Executive’s termination during the term of this Agreement, unless otherwise specified in this Agreement, Executive’s rights, if any, under any of the Company’s retirement, savings, benefit, pension, incentive or other plans of any nature shall be governed by the terms of such plans.

6.1 Death and Disability. In the event of the death of Executive or, at the Company’s election, in the event of his Permanent Disability (as defined below) during the term of this Agreement, provided it had not already terminated, Executive’s employment shall terminate. Upon such termination:

(a) The Company shall pay to Executive, or his personal representatives, heirs or beneficiaries, as the case may be:


	(i) within 30 days after such termination, his (“Accrued Obligations”): (1) unpaid Base Compensation at the rate in effect at the time of notice of


	termination and current year’s target Bonus prorated to the date of termination; (2) any previous year’s earned but unpaid Bonus and other earned and unpaid incentive cash compensation; and (3) unused vacation time, unpaid expense reimbursements and other unpaid cash entitlements earned by Executive or payable to his beneficiaries as of the date of termination pursuant to the terms of the applicable Company plan or program accrued prior to the date of the date of termination;

	(ii) In the event that the termination occurs during a Performance Period (as defined under the Incentive Compensation Plan) with respect to which the Committee has not yet made an award of Stock Options (or affirmatively determined not to make an award) pursuant to subsection 3(d), an amount equal to the cash equivalent (determined under the methodology described in subsection 6.3(a)(iv)), as of the date of termination and without any present value discount) of the target amount referred to in subsection 3(d) for such Performance Period multiplied by a fraction, the numerator of which is the number of days in such Performance Period through and including the date of termination and the denominator of which is the total number of days in such Performance Period; and

	(iii) Any unexercised Stock Option held by Executive upon termination of employment may be exercised by Executive (or his heirs or personal representative) following such termination to the extent of the sum of the number of shares with respect to which the Stock Option was vested but unexercised immediately prior to such termination, plus an additional number of shares determined by multiplying the unvested portion of the Stock Option by the fraction described in subsection 6.1(a)(ii), and rounded to the next higher number of whole shares. Such portion of the Stock Options may be exercised through the one-year anniversary of such date of termination, but in no event later than the date on which such option would expire if Executive had remained employed by the Company. Other options held by Executive may be exercised during the same period, but only to the extent vested under the terms of such options. The provisions of this subsection 6.1(a)(iii) shall apply notwithstanding any contrary provision in any agreement governing any Stock Option or other option.

(b) For purposes of this Agreement, the term “Permanent Disability” means a physical or mental condition of Executive which, as determined by an independent physician selected by the Company after consultation with Executive (or, if Executive is incapable of consulting with the Company, with Executive’s personal physician), based on all available medical information, is expected to continue indefinitely and which renders Executive incapable of performing any substantial portion of the services contemplated hereunder.

effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean conduct: (i) which would constitute a felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty, other than due to Limited Vicarious Liability, (ii) which is inconsistent with the dignity and character of an executive of the Company, (iii) which is a substantial breach of any material provision of this Agreement, (iv) constituting willful or reckless material misconduct in the performance of the Executive’s duties, or (v) constituting the habitual neglect of duties; provided, however: (x) that the Board in good faith determines that such conduct has had a material adverse effect on the business or prospects of the Company; (y) for purposes of clauses (iv) and (v), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or not opposed to the interest of the Company (without any intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled); and (z) “Limited Vicarious Liability” shall mean any liability which is (1) based on acts of the Company for which Executive is responsible solely as a result of his office(s) with the Company and (2) provided that (A) he was not directly involved in such acts and either had no prior knowledge of such intended actions or promptly acted reasonably and in good faith to attempt to prevent the acts causing such liability or (B) he did not have a reasonable basis to believe that a law was being violated by such acts. If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, he may be deemed to have been terminated for Cause for purposes of this Agreement.

(b) Upon terminating the Executive for Cause, other than paying the Executive within 30 days of such termination his Accrued Obligations, the Company shall have no further obligations under this Agreement, and all rights or options with regard to Stock Options as provided in this Agreement and the Addendum hereto shall thereupon expire.

6.3 Termination by the Company Without Cause / Termination by Executive for Good Reason. In the event Executive’s employment is terminated by the Company for any reason not described in subsections 6.1 and 6.2, or in the event Executive terminates his employment for Good Reason, as defined herein,


	(i) Within 30 days after such termination, his Accrued Obligations;

	(ii) Termination payments at the annual rate equal to three hundred percent (300%) of Executive’s annual rate of Base Compensation as in effect immediately prior to his date of termination (disregarding any reduction in Base Compensation constituting Good Reason for such termination) with such termination payments to be made in substantially equal installments, not less frequently than monthly, for a period of thirty-six (36) months following such termination;

	(iii) A target Bonus for the Performance Period in which the termination occurs prorated to the date of termination. Executive shall not be entitled to any Bonus for the period following termination, it being the intent of the parties that the portion of the termination payments described in


	subsection 6.3(a)(ii) that exceeds his Base Compensation shall be in lieu of such Bonus; and

	(iv) A payment equal to the cash equivalent of all Stock Options which he would have received if his employment had continued until December 31, 2005, and if the target number of Stock Options described in subsection 3(d) had been granted for each remaining Performance Period between the last Performance Period for which an award was made (or for which the Committee affirmatively determined to make no award) prior to the date of termination and December 31, 2005. The cash equivalent of a future Stock Option grant shall be equal to 48% of the fair market value of the number of shares of stock to be covered by the Stock Option, determined based on the on the fair market value of the stock on the date of termination, and then discounted from January 1 of the year for which the Stock Option would have been granted to the date of termination using an interest rate equal to the prime rate for the date of termination as reported in The Wall Street Journal (Midwest Edition). Fair market value of the stock shall be determined by taking the average of the highest and lowest sales prices of the stock on the date of termination, as reported as the New York Stock Exchange-Composite Transactions for such day, or if the stock was not traded on the New York Stock Exchange on such day then on the next preceding day on which the stock was traded, all as reported by The Wall Street Journal (Midwest Edition) under the heading New York Stock Exchange-Composite Transactions, or, if the stock ceases to be listed on such exchange, as reported on the principal national securities exchange or national automated stock quotation system on which the stock is traded or quoted, but in no event shall the price be less than the par value of the stock. Payment pursuant to this subsection 6.3(a)(iv) shall be made as soon as practicable after the date of Executive’s termination.

(b) Any unexercised Stock Option held by Executive upon termination of his employment shall be fully vested on the date of termination and may be exercised by Executive at any time up to the first anniversary of Executive’s date of termination (but not later than the date on which such Stock Option would expire if Executive had remained employed by the Company). Subject to the provisions of Section 3(e), any options other than Stock Options may be exercised during the same period but only to the extent vested under the terms of such option. The provisions of this subsection 6.3(b) shall apply notwithstanding any contrary provision in any agreement governing any Stock Option or other option.

(c) In addition, Executive shall continue to participate in such health, dental, vision, life, and disability plans in which he is enrolled throughout the 36-month term of the payments set forth in subsection 6.3(a)(ii), as if he were still employed by the Company, said period of participation to run concurrently with any period of COBRA coverage to which Executive may be entitled; provided, to the extent that Executive cannot participate in the Company’s health, dental and vision plans beyond the termination of the COBRA benefit continuation period, Executive shall be entitled to equivalent such health, dental and vision benefits as are provided to senior executives of the Company under the Company’s benefit plans.

(d) In the event that Executive dies before all payments pursuant to this Section 6.3 have been paid, all remaining payments shall be made to the beneficiary specifically designated by the Executive in writing prior to his death, or, if no such beneficiary was designated (or the Company is unable in good faith to determine the beneficiary designated), to his personal representative or estate.

(e) “Good Reason” as set forth herein is defined as, without the Executive’s consent: (i) a reduction in the rate of Executive’s Base Compensation below that which is provided for in Section 3(a) above or a reduction of Executive’s annual target Bonus or maximum Bonus below that which is provided for in Section 3(b) above (other than an exercise by the Committee of negative discretion to the extent permitted by subsection 3(b) and, further provided for the avoidance of doubt, a stock option grant for an amount less than the target amount set forth in Section 3(d) above shall not, alone, constitute “Good Reason”); (ii) the assignment to Executive of any duties inconsistent with his position (including status, offices, titles and reporting relationships), authority, duties or responsibilities, all as in effect on the Signing Date, or any other action by the Company which results in a diminution in any respect in such position, authority, duties or responsibilities; (iii) any reduction in any benefits provided under Section 4 or a material diminution under the expense reimbursement policies of the Company provided under Section 5 of this Agreement, that is not generally applicable to all similarly situated executives of the Company; (iv) a substantial breach of any material provision of this Agreement by the Company; (v) the Company’s requiring Executive to be based at any office or location that is more than 35 miles from his office or location in Chicago, Illinois, as of the Signing Date; (vi) the failure to reelect or otherwise maintain Executive as a director of the CNA Financial Corporation Board of Directors; or (vii) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) calendar days after a merger, consolidation, sale or similar transaction; provided, however, that for purposes of clauses (i), (ii) and (iii), the Company shall have ten (10) calendar days after the date that written notice has been given to the Company by Executive of such Good Reason in which to cure such conduct not engaged in by the Company in bad faith.

6.4 Voluntary Resignation by Executive. In the event that Executive’s employment is terminated by Executive other than pursuant to Good Reason under subsection 6.3 or other than as a direct result of his death or Permanent Disability (as described in subsection 6.1), other than paying the Executive within 30 days of such termination his Accrued Obligations, the Company shall have no further obligations under this Agreement, and all rights or options with regard to Stock Options as provided in this Agreement and the Addendum hereto shall thereupon expire. Executive agrees to be bound by the covenants set forth herein effective as of the termination date.

(a) Following December 31, 2005, if the Company terminates Executive’s employment for any reason other than for Cause (in the case of a termination for Cause, subsection 6.2 shall apply), or if the Company and Executive have not mutually agreed to the terms of, and entered into a new agreement prior to March 31, 2006, Executive’s employment shall terminate on April 1, 2006 and the Company’s obligations shall be the same as they would

have been, and Executive shall receive the same payments and other benefits that he would have received, had the Company terminated his employment pursuant to subsection 6.3 (but not including any additional payment with respect to Stock Options pursuant to subsection 6.3(a)(iv)).

(b) On or before December 31, 2005, the Company may offer to Executive in writing an extension of the period of Executive’s employment under this Agreement or a new Agreement in principle with Executive, in either case having a term of employment commencing January 1, 2006. If the Company does not make such written offer to Executive on or before December 31, 2005, then Executive’s employment shall terminate on December 31, 2005 and Executive shall receive all amounts and benefits set forth in subsection 6.5(a). If the Company makes such an offer by December 31, 2005, then Executive’s employment after December 31, 2005 shall constitute an employment at will from month to month and, during the period from January 1, 2006 to March 31, 2006, Executive shall receive: (i) a salary during such employment at the annual rate of 400% of his annual Base Compensation as of December 31, 2005; (ii) the terms of this Agreement that governed Executive’s benefits and perquisites prior to January 1, 2006 will continue to apply, and will be in addition to Executive’s salary specified in clause (i) above; and (iii) Executive shall be entitled to payment with respect to the annual Bonus for calendar year 2005, and Stock Option awards for the performance period ending December 31, 2005 to the extent provided by this Agreement and the Addendum, but Executive will not be entitled to an annual Bonus, or Stock Option awards or any other incentive compensation award for performance periods beginning after December 31, 2005.

6.6 No Offset, No Mitigation. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or other right which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment.

7. Confidentiality. Executive agrees that while he is employed by the Company, and at all times thereafter, Executive shall not reveal or utilize information, knowledge or data which is confidential as defined in this Agreement and learned during the course of or as a result of his employment which relates to (a) the Company and/or any other business or entity in which the Company during the course of the Executive’s employment has directly or indirectly held a greater than a 10% equity interest whether voting or non-voting; (b) the Company’s customers, employees, agents, brokers and vendors. The Executive acknowledges that all such confidential information is commercially valuable and is the property of the Company. Upon the termination of his employment Executive shall return all confidential information to the Company, whether it exists in written, electronic, computerized or other form. Notwithstanding the foregoing provisions of this Section 7, the Executive may disclose or use any such information (i) as such disclosure or use may be required or appropriate in the course of his employment with the Company, (ii) when required by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction, provided that in the event Executive

believes he is so required to make such disclosure or use he will notify the Company in writing of the basis for that belief before actually making such disclosure or use in order to permit the Company to take steps to protect the Company’s interests and will cooperate with the Company in all reasonable respects to permit the Company to oppose such disclosure or use, or (iii) with the prior written consent of the Company.

8. “Confidential Information” Defined. For purposes of this Agreement “confidential information” includes all information, knowledge or data (whether or not a trade secret or protected by laws pertaining to intellectual property) not generally known outside the Company (unless as a result of a breach of any of the obligations imposed by this Agreement) concerning the business and technical information of the Company or other entities as described in Section 7 above. Such information may without limitation include information relating to data, finances, marketing, pricing, profit margins, underwriting, claims, loss control, marketing and business plans, renewals, software, processing, vendors, administrators, customers or prospective customers, products, brokers, agents and employees.

9. Competition. Executive hereby agrees that, while he is employed by the Company, and for a period of 24 months following the date of his termination of his employment with the Company for any reason (the “Restriction Period”), he will not, directly or indirectly, without the prior written approval of the Board, enter into any business relationship (either as principal, agent, board member, officer, consultant, stockholder, employee or in any other capacity) with any business or other entity that for the duration of the Restriction Period is engaged in any of the principal businesses of the Company (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation. Upon the written request of Executive, the Board will reasonably determine whether a business or other entity constitutes a “Competitor” for purposes of this Section 9; provided that the Board may require Executive to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine.

10. Solicitation. Executive agrees that while he is employed by the Company, and for a period of 36 months following his termination of employment with the Company for any reason, he will not employ, offer to employ, engage as a consultant, or form an association with any person who is then, or who during the preceding one year was, an employee of the Company, nor will he assist any other person in soliciting for employment or consultation any person who is then, or who during the preceding one year was, an employee of the Company.

11. Non-interference. Executive agrees that while he is employed by the Company, and for a period of 36 months following his termination of employment for any reason, he will not disturb or attempt to disturb any business relationship or agreement between either the Company or an Affiliate and any other person or entity.

12. Assistance with Claims. Executive agrees that, while he is employed by the Company, and for a reasonable period (not less than 36 months) thereafter, he will be available, on a reasonable basis, to assist the Company and its subsidiaries and affiliates in the prosecution

or defense of any claims, suits, litigation, arbitrations, investigations, or other proceedings, whether pending or threatened (“Claims”) that may be made or threatened by or against the Company or any of its subsidiaries or affiliates. Executive agrees, unless precluded by law, to promptly inform the Company if he is requested (i) to testify or otherwise become involved in connection with any Claim against the Company or any subsidiary or affiliate or (ii) to assist or participate in any investigation (whether governmental or private) of the Company or any subsidiary or affiliate or any of their actions, whether or not a lawsuit has been filed against the Company or any of its subsidiaries or affiliates relating thereto. The Company agrees to provide reasonable compensation, in advance, including, without limitation, transportation, lodging and meals expenses, and a reasonable stipend for his time of not less than $3,653 per day to Executive for such assistance.

13. Return of Materials. Executive shall, at any time upon the request of the Company, and in any event upon the termination of his employment with the Company, for whatever reason, immediately return and surrender to the Company all originals and all copies, regardless of medium, of property belonging to the Company created or obtained by Executive as a result of or in the course of or in connection with his employment with the Company regardless of whether such items constitute proprietary information, provided that Executive shall be under no obligation to return written materials acquired from third parties which are generally available to the public. Executive acknowledges that all such materials are, and will remain, the exclusive property of the Company.

(a) The Executive acknowledges that: (i) as a senior executive of the Company he had access to confidential information concerning the entire range of businesses in which the Company was engaged; (ii) that the Company’s businesses are conducted nation-wide; and (iii) that the Company’s confidential information, if disclosed or utilized without its authorization would irreparably harm the Company in: (1) obtaining renewals of existing customers; (2) selling new business; (3) maintaining and establishing existing and new relationships with employees, agents, brokers, vendors; and (4) other ways arising out of the conduct of the businesses in which the Company is engaged.

(b) To protect such information and such existing and prospective relationships, and for other significant business reasons, the Executive agrees that it is reasonable and necessary that: (i) the scope of this agreement be nation-wide; (ii) its breadth include those segments of the entire insurance industry in which the Company conducts business; and (iii) the duration of the restrictions upon the Executive be as indicated therein.

and that the Company is entitled to an injunction, in addition to whatever other remedies may be available, to restrain such actual or threatened breach. The Executive agrees that if bond is required in order for the Company to obtain such relief, it need only be in a nominal amount. The Executive consents to the filing of any such suit against him in the state or federal courts located in Illinois or any state in which he resides. He further agrees that in the event of such suit or any other action arising out of or relating to this Agreement, the parties shall be bound by and the court shall apply the internal laws of the State of Illinois and irrespective of rules regarding choice of law or conflicts of laws.

(d) If he has not already done so Executive agrees to continue to be bound by and to execute the Company’s Confidentiality, Computer Responsibility and Professional Certification Agreement.

(e) For purposes of Sections 7 through 14 hereof, the “Company” shall include the “CNA Insurance Companies”, as well.

15. Effect of Covenants. Nothing in Sections 7 through 14 shall be construed to adversely affect the rights that the Company would possess in the absence of the provisions of such Sections.

16. Indemnification. Except as otherwise required by law, the Company agrees that Executive shall be entitled to indemnification as provided for, and pursuant to the terms of, Article X of its Corporate by-laws in effect on the date hereof, or as may be amended hereafter provided such amendment is not less favorable to Executive than the by-laws in effect on the date hereof. Except as otherwise required by law, the indemnification of Executive under the Prior Employment Agreement shall survive the termination of the Prior Employment Agreement hereunder.

17. Revision. The parties hereto expressly agree that in the event that any of the provisions, covenants, warranties or agreements in this Agreement are held to be in any respect an unreasonable restriction upon Executive or are otherwise invalid, for whatsoever cause, then the court or arbitrator so holding is hereby authorized to (a) reduce the territory to which said covenant, warranty or agreement pertains, the period of time in which said covenant, warranty or agreement operates or the scope of activity to which said covenant, warranty or agreement pertains or (b) effect any other change to the extent necessary to render any of the restrictions contained in this Agreement enforceable.

18. Severability. Each of the terms and provisions of this Agreement is to be deemed severable in whole or in part and, if any term or provision of the application thereof in any circumstances should be invalid, illegal or unenforceable, the remaining terms and provisions or the application thereof to circumstances other than those as to which it is held invalid, illegal or unenforceable, shall not be affected thereby and shall remain in full force and effect.

which the Company is a joint venturer or general partner which conducts substantially all of the Company’s business. Executive shall not assign any of his obligations or duties hereunder and any such attempted assignment shall be null and void.

20. Controlling Law; Jurisdiction. This Agreement shall be governed by, interpreted and construed according to the laws of the State of Illinois (without regard to conflict of laws principles).

21. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement contains the entire agreement of the parties with regard to the subject matter hereof, supersedes all prior agreements and understandings, written or oral, including the Prior Employment Agreement, and may only be amended by an agreement in writing signed by the parties thereto. Notwithstanding the foregoing or any other term or provision of this Agreement, that certain Addendum to Employment Agreement between the Company and Executive, made as of July 23rd, 2001, remains in full force and effect except as modified pursuant to Section 3(e) of this Agreement. In the case of any conflict between the terms of this Agreement (the “Terms”) and the provisions of any plan, policy, or practice of the Company, or agreement or award thereunder, as in effect from time to time (the “Provisions”), Executive’s rights or the Company’s obligations shall be established by whichever of the Terms or Provisions would be more beneficial to Executive, with the reservation that resolution of any such conflict must be consistent with the terms and provisions of the Incentive Compensation Plan, the Company’s Securities Compliance Policy and applicable law and regulation thereunder. If the choice between the Terms or the Provisions is unclear at the time such choice must be made, the Executive may, in his sole discretion, but subject to the foregoing reservation, choose to be treated under either the Terms or the Provisions.

22. Additional Documents. Each party hereto shall, from time to time, upon request of the other party, execute any additional documents which shall reasonably be required to effectuate the purposes hereof.

23. Incorporation. The introductory recitals hereof are incorporated in this Agreement and are binding upon the parties hereto.

24. Failure to Enforce. The failure to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provisions. Further, any express waiver by any party with respect to any breach of any provision hereunder by any other party shall not constitute a waiver of such party’s right to thereafter fully enforce each and every provision of this Agreement.

25. Survival. Except as otherwise set forth herein, the obligations contained in this Agreement shall survive the termination, for any reason whatsoever, of Executive’s employment with the Company.

26. Headings. All numbers and headings contained herein are for reference only and are not intended to qualify, limit or otherwise affect the meaning or interpretation of any provision contained herein.

27. Notices. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or sent by facsimile or prepaid overnight courier to the parties at the addresses set forth below (or such other addresses as shall be specified by the parties by like notice). Such notices, demands, claims and other communications shall be deemed given:

(a) in the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery;

(b) in the case of certified or registered U.S. mail, five days after deposit in the U.S. mail; or

(c) in the case of facsimile, the date upon which the transmitting party received confirmation of receipt by facsimile, telephone or otherwise; provided, however, that in no event shall any such communications be deemed to be given later than the date they are actually received. Communications that are to be delivered by the U.S. mail or by overnight service or two-day delivery service are to be delivered to the addresses set forth below:

     CNA Financial Corporation
     CNA Plaza
     Chicago, IL 60685
     Attn: Corporate Secretary

     Stephen W. Lilienthal
     CNA Financial Corporation
     CNA Plaza
     Chicago, IL 60685

or to such other address as either party shall furnished to the other party in writing in accordance with the provisions of this Section 27.

28. Gender. The masculine, feminine or neuter pronouns used herein shall be interpreted without regard to gender, and the use of the singular or plural shall be deemed to include the other whenever the context so requires.

third arbitrator shall be appointed by the Association. This Section 29 shall not be construed to limit the Company’s right to obtain relief under Section 14 with respect to any matter or controversy subject to Section 14 and, pending a final determination by the arbitrator with respect to any such matter or controversy, the Company shall be entitled to obtain any such relief by direct application to state, federal or other applicable court, without being required to first arbitrate such matter or controversy.

30. Section 280G Gross-Up. If Executive becomes entitled to any payments or benefits (collectively, “Payments”) whether pursuant to the terms of or by reason of this Agreement or any other plan, arrangement, agreement, policy or program with the Company, any successor to the Company or to all or a part of the business or assets of the Company (whether direct or indirect, by purchase, merger, consolidation, spin off, or otherwise and regardless of whether such payment is made by or on behalf of the Company or such successor) which Payments are subject to the tax imposed by Section 4999 or any successor provision of the Internal Revenue Code of 1986, as amended, or any similar state or local tax, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall pay Executive an additional amount (“Gross-Up Payment”) such that the net amount retained by Executive, after deduction or payment of (i) any Excise Tax on the Payments, (ii) any federal, state and local income or employment tax and Excise Tax upon the Payment, and (iii) any additional interest and penalties imposed because the Excise Tax is not paid when due, shall be equal to the full amount of the Payments.

31. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Signing Date.

THIS ADDENDUM TO EMPLOYMENT AGREEMENT (the “Addendum”) is made as of even date with the Employment Agreement to which it is attached and into which it is incorporated (the “Agreement”), by and between CNA Financial Corporation, a Delaware corporation (the “Company”), and Stephen W. Lilienthal (the “Executive”);

WHEREAS, the Company and the Executive wish to enter into a written agreement setting forth the terms and conditions for the granting of certain option rights as set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the promises and covenants in the Agreement and in this Addendum, the parties hereto agree as follows:

1. Option To Purchase Stock. Upon execution of the Agreement and this Addendum by both parties, the Executive shall be granted the option to purchase 15,000 shares (the “Option Stock”) of the common stock of CNA Financial Corporation (the “Option”). The Executive’s exercise of all Option rights shall be effected in accordance with the terms of the CNA Financial Corporation 2000 Incentive Compensation Plan (the “Plan”). For all purposes of this Agreement and Addendum, the Grant Date shall be August 8, 2002. The Executive’s right to purchase the Option Stock pursuant to this provision shall accrue as described in the vesting period provision set forth in Section 2 below (the “Vesting Period”). The Executive may exercise such Option at any time prior to the tenth anniversary of the effective date of the Agreement and this Addendum. The price at which the Option shall be exercisable by the Executive shall be 100% of the Fair Market Value (as that term is defined in the Plan) of the Option Stock on the Grant Date, determined by the Company and agreed by Executive to be Twenty-five dollars and fifty-five cents ($25.55) per share. Executive’s rights with respect to all shares that are the subject of this provision shall be governed by the terms of the Plan.

2. Vesting Period. (a) With respect to all shares of Option Stock which are the subject of the rights and/or Option(s) described in the provisions set forth above, the Vesting Period shall begin on the Grant Date. The Vesting Period with respect to each installment shown on the schedule shall end on the Vesting Date applicable to such installment:

(b). In the event of any expiration or termination of Executive’s employment by the Company and all of its subsidiaries, Executive’s rights and options with respect to any unvested

Option Stock shall be exercisable only as provided for in Section 6 of the Agreement. All Option Stock shall be subject to any restrictions imposed by the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, or the rules thereto.

3. Additional Options to Purchase Stock. Beginning on a date in 2003 to be determined by the Company and subject to vesting requirements to be determined by the Company for its senior executives and the approval of said Incentive Compensation Committee, Executive shall, for so long as he is employed pursuant to the Agreement, be awarded an annual targeted stock option grant (the “Annual Grant”) of 55,000 shares of the Company’s common stock. The Annual Grant shall, if feasible, be submitted for consideration to said Incentive Compensation Committee during or prior to its May meeting each such year. Subject to share availability, the Annual Grant may be increased at the discretion of said Incentive Compensation Committee. Any Annual Grant or portion of Annual Grant that has not vested on the effective date of any termination of Executive’s employment with the Company and all of its subsidiaries shall be exercisable only in accordance with the provisions of Section 6 of the Agreement. All rights of Executive with respect to the Annual Grant shall be subject to the terms of the Plan and any restrictions imposed by the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, or the rules thereto.

4. Effective Date. Any term or provision contained in this Addendum to the contrary herein notwithstanding, the terms and provisions of this Addendum and all rights and/or options granted herein shall be subject to the provisions of the Plan and to the prior review and approval of the Incentive Compensation Committee of the Company’s Board of Directors.

5. Application of IRC Section 162(m). In the event the Executive is or becomes a proxy-named executive or the Company in relation to the Executive is otherwise subject to the provisions of Section 162(m) of the Internal Revenue Code, the Company may defer the payment of all compensation to which Executive is entitled pursuant to this Addendum or otherwise take all measures, the Company reasonably deems necessary or advisable to comply with said Section 162(m) of the Internal Revenue Code or any successor provision with respect to deductibility of executive compensation. All deferred compensation will be credited to the Executive’s SES-CAP account and shall be subject to the terms thereof.

6. Entire Agreement. Subject to the Employment Agreement to which this Addendum is attached as an addendum thereunder, this addendum, in conjunction with the Agreement in its entirety, contains the entire agreement of the parties with regard to the subject matter hereof, supersedes all prior agreements and understandings, regarding such subject matter, whether written or oral, and may only be amended by an agreement in writing signed by the parties thereto. Notwithstanding the foregoing or any other term or provision of this Addendum or the Agreement, that certain Addendum to Employment Agreement made as of July 23rd, 2001 remains in full force and effect, except as modified pursuant to Section 3(e) of the Agreement.

7. No Effect on Agreement. Except as otherwise specifically set forth in this Addendum, all terms and conditions contained in the Agreement of which this Addendum is made part are and shall remain unmodified hereby. In the event of any conflict or inconsistency between the provisions of this Addendum and the provisions of the Agreement, this Addendum shall be controlling.

8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date set forth hereinabove.

3 EX-10.11 5 c75546exv10w11.htm EMPLOYMENT AGREEMENT FOR JAMES R. LEWIS Employment Agreement for James R. Lewis

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 9th day of August, 2002 (the “Signing Date”), by and between CNA Financial Corporation, a Delaware corporation (the “Company”), and James R. Lewis (“Executive”);

WHEREAS, the Executive currently serves as the Executive Vice President, Standard Line, with senior management level responsibility for domestic field operations and standard commercial lines underwriting for the principal business units, subsidiaries and affiliates of the Continental Casualty Company, a subsidiary of the Company, pursuant to an employment agreement dated as of August 20, 2001 (“Prior Employment Agreement”);

WHEREAS, the Company wishes to employ Executive as President & Chief Executive Officer, Property and Casualty Operations, with senior management level responsibility for all property and casualty operations for the Company’s principal business units and subsidiaries of the CNA Insurance Companies (collectively, the Company and the CNA Insurance Companies are referred to as the “CNA Companies”); and

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 President & Chief Executive Officer, Property and Casualty Operations, for the period commencing on August 26, 2002 (“Effective Date”) and ending on December 31, 2005, or such earlier date as of which Executive’s employment is terminated in accordance with Section 6 hereof. The covenants set forth in Sections 7, 8, 9, 10, 11, 12, 13, 14 through 16 shall survive the term of Executive’s employment.

(a) Executive shall serve as the President & Chief Executive Officer, Property and Casualty Operations, as defined and directed by the Company’s President and Chief Executive Officer (hereinafter “President/CEO”). Executive shall report to the President/CEO. Executive may be elected to and shall serve as a member of the Board of Directors of one or more of the CNA Companies, and if so elected Executive agrees to serve on such boards in such capacity without additional compensation; provided that nothing in this Agreement shall require that the shareholders of any company elect Executive to its board of directors.

(b) Executive shall diligently and to the best of his abilities assume, perform, and discharge the duties and responsibilities of President & Chief Executive Officer, Property and Casualty Operations, as well as such other specific duties and responsibilities not inconsistent with Executive’s such titles, offices, status and responsibilities as the President/CEO

shall assign or designate to Executive from time to time. Executive shall devote substantially all of his working time to the performance of his duties as set forth herein and shall not during the term of his employment, without the prior written consent of the President/CEO, accept other employment or render or perform other services, nor shall he have any direct or indirect ownership interest in any other business which is in competition with the business of the CNA Companies, other than in the form of publicly traded securities constituting less than five percent (5%) of the outstanding securities of a corporation (determined by vote or value) or limited partnership interests constituting less than five percent (5%) of the value of any such partnership. The foregoing shall not preclude Executive from engaging in charitable, professional, and personal investment activities, and Executive shall be permitted to continue to engage in such charitable and professional activities engaged in by Executive during the term of his Prior Employment Agreement, provided in any case that, in the reasonable judgment of the President/CEO, such activities do not materially interfere with his performance of his duties and responsibilities hereunder.

(a) Base Compensation. The Company or its subsidiaries shall pay to Executive for the period he is employed by the Company hereunder, an annual base salary at a rate of no less than $750,000.00, payable not less frequently than monthly (the “Base Compensation”). Such Base Compensation shall be reviewed by the Incentive Compensation Committee of the Board (“Committee”) not less frequently than annually, as of each March, during the term of the Agreement commencing, with a view to making such positive adjustments as the Board deems equitable and appropriate, beginning with March of 2003, based on market considerations, Executive’s responsibilities and performance, and the increased amount shall thereafter be considered Executive’s Base Compensation for all purposes under this Agreement. In no event shall Executive’s salary rate be reduced to an amount that is less than $750,000.00, or after any increase in Base Compensation hereafter to an amount that is less than such increased amount that he was previously receiving, without Executive’s written consent.

(b) Annual Incentive Cash Award. The Executive shall be entitled to an annual cash award (“Bonus”) pursuant to the CNA Financial Corporation 2000 Incentive Compensation Plan (the “Incentive Compensation Plan”). Subject to Committee approval, the Executive’s target Bonus thereunder shall be not less than the rate of one hundred percent (100%) of his Base Compensation and his maximum Bonus shall be not more than the greater of (i) the rate of two hundred percent (200%) of his Base Compensation or (ii) $1,500,000; provided, subject to Committee approval, a special bonus plan will be established for Executive for the year 2002 only and Executive’s 2002 Target Bonus shall be $1,000,000 upon achievement of a goal of $2,600,000,000 net written property casualty premium for the CNA Companies for the last two fiscal quarters of 2002, subject to Committee negative discretion. The amount of Executive’s annual Bonus shall be based on performance criteria (the “Performance Criteria”) established by the Committee pursuant to the Incentive Compensation Plan for each of the years included in the term of this Agreement, and payment of Executive’s annual Bonus shall otherwise be in accordance with the provisions of the Incentive Compensation Plan, including the requirement of annual review and certification by the Committee of the awards; provided, that satisfaction of the Performance Criteria shall be based on Net Operating Income as defined in the Incentive Compensation Plan.

(c) Special Long-Term Incentive Award. Executive shall be awarded a special stock option grant of 5,000 shares of CNA Financial Corporation stock as of November 27, 2002, pursuant to the terms and conditions set forth in the attached Addendum (the “Addendum”), which is incorporated by reference into this Agreement.

(d) Long-Term Incentive Awards. Subject to the approval of the Committee, Executive shall additionally be awarded (i) an annual target long-term incentive cash award equal to twenty percent (20%) of his Base Compensation and (ii) (as provided in Section 3 of the attached Addendum) a targeted stock option grant of 30,000 shares of CNA Financial Corporation stock annually pursuant to the terms and provisions set forth in the Addendum, and in the case of such cash, stock option and other long-term incentive awards pursuant to such other terms that are comparable to such awards to senior executives of the Company, as well as such other awards under the Incentive Compensation Plan as the Committee shall in its sole discretion from time to time grant to Executive. Such cash, stock option, restricted stock and other equity incentive awards, the long-term cash incentive award and stock option grant pursuant to subsection 3(c), and all other long-term incentive cash, stock option, restricted stock and other equity incentive awards granted to Executive pursuant to this subsection 3(d), are referred as “LTIP Awards” hereunder.

(e) Prior Incentive Awards. All stock option, restricted stock and other equity incentive awards granted to Executive prior to the Effective Date shall continue in accordance with the terms thereof (except that “December 31, 2005” shall be substituted for “April 1, 2004” as the latest “Offer Date” to constitute a “Triggering Termination” thereunder).

(f) Section 162(m) Compliance; Deferral. For avoidance of doubt, respecting awards to Executive under Section 3(b) or 3(c) hereof, the Committee shall retain such discretion as may be provided under the Incentive Compensation Plan to satisfy Section 162(m) of the Internal Revenue Code of 1986 (“Code”) or any successor provision. The Company may defer the payment of all compensation to which Executive is entitled hereunder or otherwise to enable it to comply with Section 162(m) of the Code or any successor provision with respect to deductibility of executive compensation. All such deferred compensation will be credited to the Executive’s SES-CAP account and shall be subject to the terms thereof.

4. Other Benefits. Executive shall be entitled to participate in the various benefit plans, programs or arrangements established and maintained by the Company from time to time and applicable to senior executives of the Company such as, but not by way of limitation, vacation pay, health and major medical insurance, dental insurance, life insurance, long-term disability insurance, both qualified and supplemental savings plans, and long-term incentive compensation plans, and to receive all fringe benefits and perquisites made available to Band 540 employees of the Company, including but not limited to club memberships ($10,000 annually), tax preparation and paid parking. Executive’s entitlement to participate in any such plan, program or arrangement shall, in each case, be subject to the terms and conditions thereof;

however, notwithstanding the foregoing, in the event of termination of employment, Executive’s severance entitlement shall be determined solely in accordance with Section 6 hereof.

6.1 Death and Disability. In the event of the death of Executive or, at the Company’s election, in the event of his Permanent Disability (as defined below) during the term of this Agreement, provided it had not already terminated, Executive’s employment shall terminate. Upon such termination:

(a) The Company shall pay to Executive, or his personal representatives, heirs or beneficiaries, as the case may be:

(i) within 30 days after such termination, his (“Accrued Obligations”): (1) unpaid Base Compensation at the rate in effect at the time of notice of termination and current year’s target Bonus prorated to the date of termination; (2) any previous year’s earned but unpaid Bonus and other earned and unpaid incentive cash compensation; and (3) unused vacation time, unpaid expense reimbursements and other unpaid cash entitlements earned by Executive or payable to his beneficiaries as of the date of termination pursuant to the terms of the applicable Company plan or program accrued prior to the date of the date of termination;

(ii) In the event that the termination occurs during a Performance Period (as defined under the Incentive Compensation Plan) with respect to which the Committee has not yet made an LTIP Award (or affirmatively determined not to make an award) pursuant to subsection 3(d), an amount equal to the cash equivalent, as of the date of termination and without any present value discount) of the target amount referred to in subsection 3(d) for such Performance Period multiplied by a fraction, the numerator of which is the number of days in such Performance Period through and including the date of termination and the denominator of which is the total number of days in such Performance Period. For the purpose of this Section 6.1(a)(ii), the cash equivalent of a future LTIP stock option Award shall be equal to 48% of the fair market value of the number of shares of stock to be covered by the LTIP stock option Award, determined based on the fair market value of the stock on the date of termination, and then discounted from January 1 of the year for which the LTIP stock option Award would have been granted to the date of termination using an interest rate equal to the prime rate for the date of termination as reported in The Wall Street Journal (Midwest Edition). Fair market value of the stock shall be determined by taking the average of the highest and lowest sales prices of the stock on the date of termination, as reported as the New York Stock Exchange-Composite Transactions for such day, or if the stock was not traded on the New York Stock Exchange on such day then on the next preceding day on which the stock was traded, all as reported by The Wall Street Journal (Midwest Edition) under the heading New York Stock Exchange-Composite Transactions, or, if the stock ceases to be listed on such exchange, as reported on the principal national securities exchange or national automated stock quotation system on which the stock is traded or quoted, but in no event shall the price be less than the par value of the stock; and

(iii) Any unexercised LTIP stock option Award held by Executive upon termination of employment may be exercised by Executive (or his heirs or personal representative) following such termination to the extent of the sum of the number of shares with respect to which each such LTIP Award was vested but unexercised immediately prior to such termination, plus an additional number of shares determined by multiplying the unvested portion of such LTIP Award by

the fraction described in subsection 6.1(a)(ii), and rounded to the next higher number of whole shares. Such portion of each such LTIP Award may be exercised through the one-year anniversary of such date of termination, but in no event later than the date on which such LTIP Award would expire if Executive had remained employed by the Company. Other stock options held by Executive may be exercised during the same period, but only to the extent vested under the terms of each such award. The provisions of this subsection 6.1(a)(iii) shall apply notwithstanding any contrary provision in any agreement governing any LTIP Award or other incentive award.

(a) In the event that Executive shall engage in any conduct that the Board shall determine constitutes Cause, as defined in the following sentence, the Board shall have the right to terminate Executive’s employment with the Company by written notice to Executive effective as of the date of such notice. For purposes of this Agreement, “Cause” shall mean conduct: (i) which would constitute a felony or other act involving fraud, dishonesty, moral turpitude, unlawful conduct or breach of fiduciary duty, other than due to Limited Vicarious Liability, (ii) which is inconsistent with the dignity and character of an executive of the Company, (iii) which is a substantial breach of any material provision of this Agreement, (iv) constituting willful or reckless material misconduct in the performance of the Executive’s duties, or (v) constituting the habitual neglect of duties; provided, however: (x) that the Board in good faith determines that such conduct has had a material adverse effect on the business or prospects of the Company; (y) for purposes of clauses (iv) and (v), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Executive in good faith to have been in or not opposed to the interest of the Company (without any intent by the Executive to gain, directly or indirectly, a profit to which he was not legally entitled); and (z) “Limited Vicarious Liability” shall mean any liability which is (1) based on acts of the Company for which Executive is responsible solely as a result of his office(s) with the Company and (2) provided that (A) he was not directly involved in such acts and either had no prior knowledge of such intended actions or promptly acted reasonably and in good faith to attempt to prevent the acts causing such liability or (B) he did not have a reasonable basis to believe that a law was being violated by such acts. If the Executive agrees to resign from his employment with the Company in lieu of being terminated for Cause, he may be deemed to have been terminated for Cause for purposes of this Agreement.

(b) Upon terminating the Executive for Cause, other than paying the Executive within 30 days of such termination his Accrued Obligations, the Company shall have no further obligations under this Agreement, and all rights or options with regard to LTIP Awards as provided in this Agreement and the Addendum hereto shall thereupon expire.

6.3 Termination by the Company Without Cause / Termination by Executive for Good Reason. In the event Executive’s employment is terminated by the Company for any reason not described in subsections 6.1 and 6.2, or in the event Executive terminates his employment for Good Reason, as defined herein,

(ii) Termination payments consisting of the greater of: (x) the sum of (A) two and one-half (2 1/2) times Executive’s annual Base Compensation in effect at the time of such termination paid in thirty (30) equal monthly installments, plus (B) two (2) times Executive’s annual target Bonus paid in twenty-four (24) equal monthly installments, or (y) Executive’s Base Compensation plus Executive’s annual target Bonus (which annual target Bonus shall be prorated for any fiscal year of less than twelve (12) months during such period), paid in equal monthly installments, for the unexpired period of the employment term set forth at Section 1 as such term may be extended or renewed pursuant to Section 6.5; provided, in each such case Executive’s Base Compensation shall be determined without regard for any reduction that constitutes Good Reason for such termination.

(iii) A target Bonus and all cash LTIP Awards for the Performance Period (or long-term incentive periods under the Incentive Compensation Plan) in which the termination occurs prorated to the date of termination. Executive shall not be entitled to any Bonus or cash LTIP Award for the period following termination, it being the intent of the parties that the portion of the termination payments described in subsection 6.3(a)(ii) that exceeds his Base Compensation shall be in lieu of such Bonus; and

(b) Any unexercised LTIP stock option Award held by Executive upon termination of his employment shall be fully vested on the date of termination and may be exercised by Executive at any time up to the first anniversary of Executive’s date of termination (but not later than the date on which such LTIP stock option Award would expire if Executive had remained employed by the Company). Subject to the provisions of Section 3(e), any options other than LTIP Awards may be exercised during the same period but only to the extent vested under the terms of such option. The provisions of this subsection 6.3(b) shall apply notwithstanding any contrary provision in any agreement governing any LTIP stock option Award or other option or other right under the Incentive Compensation Plan.

(c) In addition, Executive shall continue to participate in such health, dental, vision, life, and disability plans in which he is enrolled for the period during which he is entitled to receive termination payments of Base Compensation under subsection 6.3(a)(ii), as if he were still employed by the Company, said period of participation to run concurrently with any period of COBRA coverage to which Executive may be entitled; provided, to the extent that Executive cannot participate in the Company’s health, dental and vision plans beyond the termination of the COBRA benefit continuation period, Executive shall be entitled to equivalent such health, dental

and vision benefits as are provided to senior executives of the Company under the Company’s benefit plans.

(e) “Good Reason” as set forth herein is defined as, without the Executive’s consent: (i) a reduction in the rate of Executive’s Base Compensation or annual target Bonus set forth at subsection 3(b); (ii) the assignment to Executive of any duties inconsistent with his position (including status, offices, titles and reporting relationships), authority, duties or responsibilities, all as in effect on the Signing Date, or any other action by the Company which results in a diminution in any respect in such position, authority, duties or responsibilities; (iii) any reduction in any benefits provided under Section 4 or a material diminution under the expense reimbursement policies of the Company provided under Section 5 of this Agreement, that is not generally applicable to all similarly situated executives of the Company; (iv) a substantial breach of any material provision of this Agreement by the Company; (v) the Company’s requiring Executive to be based at any office or location that is more than 35 miles from his office or location in Chicago, Illinois, as of the hire date; or (vi) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) calendar days after a merger, consolidation, sale or similar transaction; provided, however, that for purposes of clauses (i), (ii) and (iii), the Company shall have ten (10) calendar days after the date that written notice has been given to the Company by Executive of such Good Reason in which to cure such conduct not engaged in by the Company in bad faith.

6.4 Voluntary Resignation by Executive. In the event that Executive’s employment is terminated by Executive other than pursuant to Good Reason under subsection 6.3 or other than as a direct result of his death or Permanent Disability (as described in subsection 6.1), other than paying the Executive within 30 days of such termination his Accrued Obligations, the Company shall have no further obligations under this Agreement, and all rights or options with regard to LTIP Awards as provided in this Agreement and the Addendum hereto shall expire in accordance with the terms of such LTIP Awards. Executive agrees to be bound by the covenants set forth herein effective as of the termination date.

(a) On or before June 30, 2005, the Company may offer to Executive in writing an extension of the period of Executive’s employment under this Agreement or a new agreement in principle with Executive, in either case having a term of employment commencing January 1, 2006 and on terms no less favorable to Executive than the terms in effect immediately prior to such offer (“Offer”). If the Offer is accepted by Executive, the applicable dates under this subsection 6.5 shall be adjusted in accordance with the term of such extension or, if a new Agreement, such new Agreement shall govern such new term of employment. If the Company does not make an Offer to Executive on or before June 30, 2005, then Executive’s employment

shall terminate on December 31, 2005 and Executive shall receive all amounts and benefits set forth in subsection 6.3(a).

(b) If the Company makes an Offer on or before June 30, 2005 and the Company and Executive have not mutually agreed to the terms of, and entered into, a new agreement prior to December 31, 2005, Executive’s employment shall terminate on December 31, 2005 and the Company shall pay to Executive the amounts set forth in subsections 6.5(b)(i), (ii) and (iii) and (iv) and the benefits set forth in subsection 6.5(b)(v):

(ii) Termination payments consisting of: (x) one and one-quarter (1 1/4) times Executive’s annual Base Compensation in effect at the time of such termination (determined without regard for any reduction that constitutes Good Reason for such termination) paid in fifteen (15) equal monthly installments, plus (y) one (1) times Executive’s annual target Bonus paid in twelve (12) equal monthly installments;

(iii) A target Bonus and all cash LTIP Awards for the Performance Period (or long-term incentive periods under the Incentive Compensation Plan) in which the termination occurs prorated to the date of termination. Executive shall not be entitled to any Bonus or cash LTIP Award for the period following termination, it being the intent of the parties that the portion of the termination payments described in subsection 6.5(b)(ii) that exceeds his Base Compensation shall be in lieu of such Bonus.

(iv) Any unexercised LTIP Award comprised of stock options or stock appreciation rights held by Executive upon termination of his employment shall be fully vested on the date of termination and may be exercised by Executive at any time up to the first anniversary of Executive’s date of termination (but not later than the date on which such stock option or stock appreciation right would expire if Executive had remained employed by the Company). Subject to the provisions of Section 3(e), any options or stock appreciation rights other than LTIP Awards may be exercised during the same period but only to the extent vested under the terms of such option. The provisions of this subsection 6.5(b)(iv) shall apply notwithstanding any contrary provision in any agreement governing any LTIP Award or other stock option or other right under the Incentive Compensation Plan.

(v) In addition, Executive shall continue to participate in such health, dental, vision, life, and disability plans in which he is enrolled for the period during which he is entitled to receive termination payments of Base Compensation under subsection 6.5(b)(ii), as if he were still employed by the Company, said period of participation to run concurrently with any period of COBRA coverage to which Executive may be entitled; provided, to the extent that Executive cannot participate in the Company’s health, dental and vision plans beyond the termination of the COBRA benefit continuation period, Executive


	shall be entitled to equivalent such health, dental and vision benefits as are provided to senior executives of the Company under the Company’s benefit plans.

In the event that Executive dies before all payments pursuant to Section 6.5 have been paid, all remaining payments shall be made to the beneficiary specifically designated by the Executive in writing prior to his death, or, if no such beneficiary was designated (or the Company is unable in good faith to determine the beneficiary designated), to his personal representative or estate.

6.6 No Offset, No Mitigation. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or other right which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment.

and business plans, renewals, software, processing, vendors, administrators, customers or prospective customers, products, brokers, agents and employees.

9. Competition. Executive hereby agrees that, while he is employed by the Company, and for a period of twelve (12) months following the date of his termination of his employment with the Company for any reason except that such period shall be for twenty-four (24) months in the case of a termination of Executive’s employment pursuant to subsection 6.5(b) (in either case, the “Restriction Period”), he will not, directly or indirectly, without the prior written approval of the Board, enter into any business relationship (either as principal, agent, board member, officer, consultant, stockholder, employee or in any other capacity) with any business or other entity that for the duration of the Restriction Period is engaged in any of the principal businesses of the Company (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation. Upon the written request of Executive, the Board will reasonably determine whether a business or other entity constitutes a “Competitor” for purposes of this Section 9; provided that the Board may require Executive to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine.

12. Assistance with Claims. Executive agrees that, while he is employed by the Company, and for a reasonable period (not less than 36 months) thereafter, he will be available, on a reasonable basis, to assist the Company and its subsidiaries and affiliates in the prosecution or defense of any claims, suits, litigation, arbitrations, investigations, or other proceedings, whether pending or threatened (“Claims”) that may be made or threatened by or against the Company or any of its subsidiaries or affiliates. Executive agrees, unless precluded by law, to promptly inform the Company if he is requested (i) to testify or otherwise become involved in connection with any Claim against the Company or any subsidiary or affiliate or (ii) to assist or participate in any investigation (whether governmental or private) of the Company or any subsidiary or affiliate or any of their actions, whether or not a lawsuit has been filed against the Company or any of its subsidiaries or affiliates relating thereto. The Company agrees to provide reasonable compensation, in advance, including, without limitation, transportation, lodging and meals expenses, and a reasonable stipend for his time of not less than $2,885 per day to Executive for such assistance.

(c) The Executive acknowledges that the Company’s customer, employee and business relationships are long-standing, indeed, near permanent and therefore are of great value to the Company. The Executive agrees that neither any of the provisions in this Agreement nor the Company’s enforcement of it alters or will alter his ability to earn a livelihood for himself and his family and further that both are reasonably necessary to protect the Company’s legitimate business and property interests and relationships, especially those which he was responsible for developing or maintaining. The Executive agrees that his actual or threatened breach of the covenants set forth in Sections 7 through 13 above would cause the Company irreparable harm and that the Company is entitled to an injunction, in addition to whatever other remedies may be available, to restrain such actual or threatened breach. The Executive agrees that if bond is required in order for the Company to obtain such relief, it need only be in a nominal amount. The Executive consents to the filing of any such suit against him in the state or federal courts located in Illinois or any state in which he resides. He further agrees that in the event of such suit or any other action arising out of or relating to this Agreement, the parties shall be bound by and the court shall apply the internal laws of the State of Illinois and irrespective of rules regarding choice of law or conflicts of laws.

(d) If he has not already done so Executive agrees to continue to be bound by and to execute the Company’s Confidentiality, Computer Responsibility and Professional Certification Agreement.

(e) For purposes of Sections 7 through 14 hereof, the “Company” shall include the “CNA Insurance Companies”, as well.

15. Effect of Covenants. Nothing in Sections 7 through 14 shall be construed to adversely affect the rights that the Company would possess in the absence of the provisions of such Sections.

19. Binding Agreement; Assignment. This Agreement shall be binding upon the parties hereto and their respective heirs, successors, personal representatives and assigns. The Company shall have the right to assign this Agreement to any successor in interest to the business, or any majority part thereof, of the Company or any joint venture or partnership to which the Company is a joint venturer or general partner which conducts substantially all of the Company’s business. Executive shall not assign any of his obligations or duties hereunder and any such attempted assignment shall be null and void.

20. Controlling Law; Jurisdiction. This Agreement shall be governed by, interpreted and construed according to the laws of the State of Illinois (without regard to conflict of laws principles).

that certain Addendum to Employment Agreement between the Company and Executive, made as of August 20th, 2001, remains in full force and effect except as modified pursuant to Section 3(e) of this Agreement. In the case of any conflict between the terms of this Agreement (the “Terms”) and the provisions of any plan, policy, or practice of the Company, or agreement or award thereunder, as in effect from time to time (the “Provisions”), Executive’s rights or the Company’s obligations shall be established by whichever of the Terms or Provisions would be more beneficial to Executive, with the reservation that resolution of any such conflict must be consistent with the terms and provisions of the Incentive Compensation Plan, the Company’s Securities Compliance Policy and applicable law and regulation thereunder. If the choice between the Terms or the Provisions is unclear at the time such choice must be made, the Executive may, in his sole discretion, but subject to the foregoing reservation, choose to be treated under either the Terms or the Provisions.

23. Incorporation. The introductory recitals hereof are incorporated in this Agreement and are binding upon the parties hereto.

(a) in the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery;

(b) in the case of certified or registered U.S. mail, five days after deposit in the U.S. mail; or

or to such other address as either party shall furnished to the other party in writing in accordance with the provisions of this Section 27.

29. Arbitration of All Disputes. Any controversy or claim arising out of or relating to this Agreement (or the breach thereof) shall be settled by final, binding and non-appealable arbitration in Chicago, Illinois by three arbitrators. Except as otherwise expressly provided in this Section 29, the arbitration shall be conducted in accordance with the rules for resolution of employment disputes of the American Arbitration Association (the “Association”) then in effect. One of the arbitrators shall be appointed by the Company, one shall be appointed by Executive, and the third shall be appointed by the first two arbitrators. If the first two arbitrators cannot agree on the third arbitrator within 30 days of the appointment of the second arbitrator, then the third arbitrator shall be appointed by the Association. This Section 29 shall not be construed to limit the Company’s right to obtain relief under Section 14 with respect to any matter or controversy subject to Section 14 and, pending a final determination by the arbitrator with respect to any such matter or controversy, the Company shall be entitled to obtain any such relief by direct application to state, federal or other applicable court, without being required to first arbitrate such matter or controversy.

Payments are subject to the tax imposed by Section 4999 or any successor provision of the Internal Revenue Code of 1986, as amended, or any similar state or local tax, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall pay Executive an additional amount (“Gross-Up Payment”) such that the net amount retained by Executive, after deduction or payment of (i) any Excise Tax on the Payments, (ii) any federal, state and local income or employment tax and Excise Tax upon the Payment, and (iii) any additional interest and penalties imposed because the Excise Tax is not paid when due, shall be equal to the full amount of the Payments.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Signing Date.


		CNA FINANCIAL CORPORATION

	By: Title:	/s/ Jonathan D. Kantor Executive Vice President, General Counsel and Secretary

		/s/ James R. Lewis James R. Lewis

THIS ADDENDUM TO EMPLOYMENT AGREEMENT (the “Addendum”) is made as of even date with the Employment Agreement, dated as of August 9, 2002, to which it is attached and into which it is incorporated by reference (the “Agreement”), by and between CNA Financial Corporation, a Delaware corporation (the “Company”), and James R. Lewis (the “Executive”);

WHEREAS, the Company and the Executive wish to enter into a written agreement setting forth the terms and conditions for the granting of certain option rights as set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the promises and covenants in the Agreement and in this Addendum, the parties hereto agree as follows:

1. Option To Purchase Stock. Upon execution of the Agreement and this Addendum by both parties, the Executive shall be granted the option to purchase 5,000 shares (the “Option Stock”) of the common stock of CNA Financial Corporation (the “Option”). The Executive’s exercise of all Option rights shall be effected in accordance with the terms of the CNA Financial Corporation 2000 Incentive Compensation Plan (the “Plan”). For all purposes of this Agreement and Addendum, the Grant Date shall be November 27, 2002. The Executive’s right to purchase the Option Stock pursuant to this provision shall accrue as described in the vesting period provision set forth in Section 2 below (the “Vesting Period”). The Executive may exercise such Option at any time prior to the tenth anniversary of the effective date of the Agreement and this Addendum. The price at which the Option shall be exercisable by the Executive shall be 100% of the Fair Market Value (as that term is defined in the Plan) of the Option Stock on the Grant Date, determined by the Company and agreed by Executive to be Twenty-four dollars and fourteen cents ($24.14) per share. Executive’s rights with respect to all shares that are the subject of this provision shall be governed by the terms of the Plan.

(b). In the event of any expiration or termination of Executive’s employment by the Company and all of its subsidiaries and affiliates, Executive’s rights and options with respect to any unvested Option Stock shall be exercisable only as provided for in Section 6 of the Agreement. All Option Stock shall be subject to any restrictions imposed by the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, or the rules thereto.

3. Additional Options to Purchase Stock. Beginning on a date in 2003 to be determined by the Company and subject to vesting requirements to be determined by the Company for its senior executives and the approval of said Incentive Compensation Committee, Executive shall, for so long as he is employed pursuant to the Agreement, be awarded an annual targeted stock option grant (the “Annual Grant”) of 30,000 shares of the Company’s common stock. The Annual Grant shall, if feasible, be submitted for consideration to said Incentive Compensation Committee during or prior to its May meeting each such year. Subject to share availability, the Annual Grant may be increased or decreased at the discretion of said Incentive Compensation Committee. Any Annual Grant or portion of Annual Grant that has not vested on the effective date of any termination of Executive’s employment with the Company and all of its subsidiaries shall be exercisable only in accordance with the provisions of Section 6 of the Agreement. All rights of Executive with respect to the Annual Grant shall be subject to the terms of the Plan and any restrictions imposed by the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, or the rules thereto.

4. Primacy of Plan and ICC. Any term or provision contained in this Addendum to the contrary herein notwithstanding, the terms and provisions of this Addendum and all rights and/or options granted herein shall be subject to the provisions of the Plan and to the prior review and approval of the Incentive Compensation Committee of the Company’s Board of Directors.

6. Entire Agreement. Subject to the Employment Agreement to which this Addendum is attached as an addendum thereunder, this addendum, in conjunction with the Agreement in its entirety, contains the entire agreement of the parties with regard to the subject matter hereof, supersedes all prior agreements and understandings, regarding such subject matter, whether written or oral, and may only be amended by an agreement in writing signed by the parties thereto. Notwithstanding the foregoing or any other term or provision of this Addendum or the Agreement, that certain Addendum to Employment Agreement made as of August 20th, 2001 remains in full force and effect, except as modified pursuant to Section 3(e) of the Agreement.

7. No Effect on Agreement. Except as otherwise specifically set forth in this Addendum, all terms and conditions contained in the Agreement of which this Addendum is

made part are and shall remain unmodified hereby. In the event of any conflict or inconsistency between the provisions of this Addendum and the provisions of the Agreement, this Addendum shall be controlling.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date set forth hereinabove.

3 EX-10.12 6 c75546exv10w12.htm EMPLOYMENT AGREEMENT FOR BERNARD HENGESBAUGH Employment Agreement for Bernard Hengesbaugh

Subject to approval of CNAF Board which is expected to occur prior to August 26, 2002, CNAF (“CNA”) and Bernard L. Hengesbaugh (“BLH”) agree as follows:

1.		BLH’s employment with CNA shall terminate August 26, 2002. Such termination is “for convenience” under Section 6.3 of Amended Employment Agreement made as of February 4, 2000 (“Agreement”) and BLH shall be entitled to receive the payments and benefits described in such section. The parties agree that the amount payable to BLH pursuant to Section 6.3(c) shall be $250,000.00.

2.		Commencing August 26, 2002 through February 28, 2004, BLH shall serve as a consultant to CNA and shall perform services in the area of government and external affairs. BLH shall receive $1.665 million in cash compensation for this 18-month service period payable semi-monthly. In addition, during this service period, BLH shall receive (a) life, disability, medical, dental and vision and tax services benefits covering BLH or his spouse to the same extent they currently are provided such benefits; (b) reimbursement for annual dues, membership fees and assessments for clubs with respect to which he is currently reimbursed by CNA; (c) have use of CNA offices at Downers Grove, which shall serve as BLH’s principal office, as well as CNA’s 333 South Wabash location (with paid parking thereat) and shall have use of the services of his assistant Ann Dwyer; and (d) shall be entitled to reimbursement of his expenses incurred on CNA business, in accordance with the general expense reimbursement policies of CNA, provided, however, that no extraordinary expense shall be incurred by BLH without prior approval of CNA CEO or CFO. BLH shall have the right to elect COBRA coverage effective February 28, 2004.

3.		It is expected that commencing August 26, 2002 and through February 28, 2004, BLH shall be elected and serve as the Chairman of the Board of Directors of CNA.

4.		BLH shall have until February 28, 2007 in which to exercise stock options held by BLH; otherwise Section 6.3(d) of Agreement shall be unaffected.

5.		Nothing in this agreement shall limit any rights that CNA or BLH may have under any other agreements, except as provided herein.

EX-10.13 7 c75546exv10w13.htm EMPLOYMENT AGREEMENT FOR ROBERT V. DEUTSCH Employment Agreement for Robert V. Deutsch

THIS AMENDMENT (the “Amendment”) is made and entered into on the 25th day of February, 2003, by and between CNA Financial Corporation, a Delaware Corporation (the “Company”) and Robert V. Deutsch (“Executive”), as an amendment to the August 16, 1999 Employment Agreement (“Employment Agreement”) heretofore entered into between them:

WHEREAS, the parties wish to amend the Employment Agreement in certain respects to reflect certain changes in the terms and conditions of Executive’s employment in 2003;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Executive and the Company to amend the Employment Agreement, effective January 1, 2003, as follows:

1.		Section 1 of the Employment Agreement, “Employment Term”, is hereby amended to read as follows:

		“The Company and Executive agree that the Company shall employ Executive on the terms and conditions set forth herein beginning on the Effective Date and continuing through and until December 31, 2003 or such earlier date as of which Executive’s employment is terminated in accordance with Section 6 hereof. The “Effective Date” of this Agreement shall be August 16, 1999.”

2.		Subsection 2(b) of the Employment Agreement, “Duties of Executive”, is hereby amended to read as follows:

		“Executive shall diligently and to the best of his abilities assume, perform, and discharge the duties and responsibilities of Executive Vice President and Chief Financial Officer of the Company and certain of the CNA Companies, as determined by the Chairman consistent with such title. Executive shall devote substantially all of his working time to the performance of his duties as set forth herein and shall not, without the prior written consent of the Chairman, accept other employment or render or perform other services, nor shall he have any direct or indirect ownership interest in any other business which is in competition with the principal business of the Company or its subsidiaries and its affiliates, other than in the form of securities constituting less than five percent (5%) of the outstanding securities of a corporation (determined by vote or value) or ownership interests constituting less than five percent (5%) of the value of any partnership or limited liability company. The foregoing shall not preclude Executive from engaging in charitable, professional, and personal investment activities, provided that, in the reasonable judgment of the Chairman, such activities do not materially interfere with his performance of his duties and responsibilities hereunder.”

3.		Subsection 3(a) of the Employment Agreement, “Salary”, is hereby amended to read as follows:

		“The Company shall pay or cause to be paid to Executive, effective as of January 1, 2003, and continuing for the period he is employed by the Company hereunder, an annual base salary of SEVEN HUNDRED THOUSAND DOLLARS ($700,000.00), payable not less frequently than monthly (the “Base Compensation”). In no event shall Executive’s base salary rate be reduced to an amount that is less than the amount specified in this paragraph, or to an amount that is less than the amount that he was previously receiving, without Executive’s written consent.”

4.		Subsection 3(b) of the Employment Agreement, “Incentive Compensation Award”, is hereby amended by adding the following:

		“Executive shall be entitled to an Incentive Compensation Award, in accordance with the CNA Financial Corporation Incentive Compensation Plan for Certain Executive Officers (the “Incentive Compensation Plan”) according to the performance criteria and amounts established by the Incentive Compensation Committee (the “Committee”) pursuant to the Incentive Compensation Plan in effect for the year 2003, and payment of said award shall otherwise be in accordance with the provisions of the Incentive Compensation Plan, including the requirement of annual review and certification by the Committee of the awards. To the extent that any award is performance-based, the award shall be determined based on net operating income as determined by the Committee.”

		The foregoing amendment to Section 3(b) shall be applicable only to any Incentive Compensation Award that both accrues, and is due and payable, subsequent to December 31, 2002.

5.		Subsection 3 (c ) of the Employment Agreement, “Long-Term Incentive Awards”, is hereby amended by adding the following:

		“During the term of this Agreement, Executive shall be entitled to awards under the CNA Financial Corporation 2000 Long Term Incentive Plan (“LTIP”) according to the performance criteria and amounts established by the Committee pursuant to the LTIP in effect for the year 2003, and payment of said award shall otherwise be in accordance with the provisions of the LTIP, including the requirement of annual review and certification by the Committee of the awards.”

		The foregoing amendment to subsection 3(c) shall be applicable only to any such award pursuant to the LTIP that both accrues, and is due and payable, subsequent to December 31, 2002.

6.		The fourth installment of 2500 shares of restricted common stock of the Company, granted pursuant to subsection 3(d) of the Employment Agreement and which were previously scheduled to vest on December 31, 2003, shall now vest on December 31, 2002.

7.		The Employment Agreement is hereby amended to add a new subsection 3(h), as follows:

		“(h) Section 162(m) Compliance; Deferral. For avoidance of doubt, respecting awards to Executive under subsections 3(b) and 3(c) hereof, the Committee shall retain such discretion as may be provided under the Incentive Compensation Plan or LTIP to satisfy Section 162(m) of the Internal Revenue Code of 1986 (“Code”) or any successor provision. The Company may defer the payment of any Incentive Compensation or LTIP compensation to which Executive is entitled hereunder or otherwise to the extent necessary for it to comply with Section 162(m) of the Code or any successor provision with respect to deductibility of executive compensation. All such deferred compensation will be credited to the Executive’s SES-CAP account and shall be subject to the terms thereof.”

8.		Section 4 of the Employment Agreement, “Other Benefits”, is hereby amended so that the words “Band 540” are substituted for the words “grade 96” in said section, and the final sentence of said section 4 is deleted in its entirety. The portion of the amendment to Section 4 that deletes the final sentence will only become effective at such time as the Company implements a policy to eliminate paid vacation time for all Band 540 executives.

9.		Section 5 of the Employment Agreement, “Expense Reimbursement”, is hereby amended to read as follows:

		“Executive shall be entitled to reimbursement by the Company for all reasonable and customary travel and other business expenses incurred by Executive in carrying out his duties under this Agreement, in accordance with the general reimbursement policies adopted by the Company from time to time and applicable generally to other Band 540 executives of the Company or its subsidiaries. The Company will pay the reasonable fees and expenses of legal counsel to Executive in connection with negotiating the Amendment, and personal income taxes incurred by Executive as a result of such payment.”

10.		The second sentence of section 6 of the Employment Agreement, “Termination of Employment”, is hereby amended to read as follows:

		“Either party may terminate Executive’s employment with the Company by giving at least 60 days written notice to the other party effective as of the date specified in such notice; provided, however, that no such 60-day notice shall be required in the case of a termination for Cause (as defined in Section 6.2) by the Company or in the case of a termination for Good Reason (as defined in Section 6.4) by the Executive.

11.		The Heading “6.3 Termination for Convenience by the Company” of the Employment Agreement is hereby amended to read “6.3 Termination by the Company Without Cause/Termination for Convenience by the Company”.

12.		Subsection 6.3(a)(i) of the Employment Agreement is hereby amended to read as follows:

		“any unpaid Base Compensation; provided, however, that if the Company gives Executive the 60-day notice of termination under Section 6.3 prior to July 1, 2003, Executive will be entitled to receive unpaid Base Compensation through September 1, 2003,”

13.		Subsection 6.3(a)(i)(w) of the Employment Agreement is hereby amended to read as follows:

		"(w) $550,000.00, which was Executive’s annual rate of Base Compensation as of the effective date of the 1999 Employment Agreement; plus"

14.		Subsection 6.3(b) of the Employment Agreement is hereby amended to read as follows:

		“A pro-rata portion of the amount of the Incentive Compensation Award earned for the performance period in which the termination occurs determined by multiplying the Incentive Compensation Award earned through the end of the performance period in which termination occurs (as determined by actual performance through the end of that period) by the number of days in the performance period prior to the date of termination and dividing such product by the number of days in the performance period; provided, however, that if the Company gives Executive the 60-day notice of termination under Subsection 6.3 prior to July 1, 2003, Executive’s entitlement to a pro-rata portion of any Incentive Compensation Award shall be determined by using a termination date of September 1, 2003. Distribution under this subsection 6.3(b) for the performance period shall be made at the normally scheduled time for such distributions (determined without regard to the occurrence of Executive’s date of termination).”

15.		Subsection 6.3(c ) of the Employment Agreement is hereby amended to read as follows:

		“If Executive’s termination of employment occurs before the last day of the Performance Period with respect to a Long-Term Incentive Award, Executive (or Executive’s estate) shall be entitled to a payment with respect to the Long-Term Incentive Award in accordance with the terms of the award, with the amount determined as though Executive remained employed by the Company through the end of the Performance Period, and based on actual performance for the period, but subject to a pro rata reduction for the portion of the Performance Period after Executive’s date of termination;

		provided, however, that if the Company gives Executive the 60-day notice of termination under subsection 6.3 prior to July 1, 2003, Executive’s entitlement to a pro-rata portion of any Long-Term Incentive Award shall be determined by using a termination date of September 1, 2003. Distribution under this subsection 6.3 (c) for the Performance Period shall be made at the normally scheduled time for such distribution (determined without regard to the occurrence of Executive’s date of termination).”

16.		Subsection 6.3(d) of the Employment Agreement is hereby amended to read as follows:

		“Any unexercised stock option held by Executive upon termination of employment shall be fully vested on the date of termination and may be exercised by Executive at any time up to the third anniversary of Executive’s date of termination (but not later than the date on which such stock option would expire if Executive had remained employed by the Company). The provisions of this subsection 6.3(d) shall apply notwithstanding any contrary provision in any agreement governing any stock option award or other option or other right under the Incentive Compensation Plan or LTIP.”

17.		Subsection 6.3(e) of the Employment Agreement is hereby amended by adding the following:

		“More specifically, without limiting the foregoing, Executive shall continue to participate in such health, dental, vision, and disability plans in which he is enrolled at the time of termination of employment for the period during which he is entitled to receive termination payments of Base Compensation under subsection 6.3 (a)(iii), as if he were still employed by the Company, said period of participation to run concurrently with any period of COBRA coverage to which Executive may be entitled; provided, to the extent that Executive cannot participate in the Company’s health, dental and vision plans beyond the termination of the COBRA benefit continuation period or Executive cannot participate in the Company’s disability plan after he ceases active employment with the Company, Executive shall be entitled to equivalent such health, dental, vision and disability benefits as are provided to senior executives of the Company under the Company’s benefit plans.”

18.		The Employment Agreement is hereby amended to add a new subsection 6.3(f), as follows:

		"(f) In addition, Executive shall be allowed to continue to receive the tax services of Topel Forman in the tax year of termination, plus two subsequent tax years, and to continue to receive an annual club membership allowance of $10,000 in the year of termination and for the two calendar years following the year in which he is terminated, the costs of which will be paid for by the Company.”

19.		Subsection 6.4(b)(iii) of the Employment Agreement is hereby amended so that the words “Executive Vice President” are substituted for the words “Senior Vice President” in said subsection.

20.		Subsection 6.5 of the Employment Agreement, “Voluntary Resignation by Executive”, is hereby amended to read as follows:

		“In the event that Executive’s employment is terminated by Executive other than pursuant to subsection 6.4 or as a direct result of his death or Permanent Disability (as described in subsection 6.1), Executive shall receive the same payments and other benefits set forth in subsections 6.3(a)-(f); provided, however, that if the Executive terminates his employment pursuant to this subsection 6.5 prior to September 1, 2003, Executive shall forfeit all of his rights to the payments set forth in subsection 6.3(a)(iii).”

21.		Subsection 6.6 of the Employment Agreement, “Failure to Extend Agreement”, is hereby amended to read as follows:

		“In the event that this Agreement has not been extended or renewed by mutual agreement at the end of its term on December 31, 2003 and the employment of Executive continues, then the following shall apply:

(a)		Such employment shall constitute an employment at will from month to month. During Executive’s employment following December 31, 2003, (i) he shall receive salary at the annual rate of 300% of his annual Base Compensation as of December 31, 2003; (ii) the terms of this Agreement that governed Executive’s benefits and perquisites prior to January 1, 2004 will continue to apply, and will be in addition to Executive’s salary specified in clause (i) above; (iii) Executive shall be entitled to payment with respect to the Incentive Compensation Award for calendar year 2003 and LTIP awards for the performance period ending December 31, 2003 to the extent provided by this Agreement, but Executive will not be entitled to an Incentive Compensation Award, or LTIP awards or any other incentive compensation award for performance periods beginning after December 31, 2003.

(b)		If the Company terminates Executive’s employment following December 31, 2003, or if the Company and Executive shall not have mutually agreed to the terms of, and entered into, a new employment prior to March 31, 2004, then Executive’s employment shall terminate on April 1, 2004, and the Company’s obligations shall be the same as they would have been, and Executive shall receive the same payments and other benefits that he would have received, had the Company terminated his employment pursuant to subsection 6.3.”

22.		Section 9 of the Employment Agreement, “Competition”, is hereby amended to read as follows:

		“Executive hereby agrees that, while he is employed by the Company, and for a period of 12 months following the date of his termination of employment with the Company for any reason, or until December 31, 2004, whichever occurs later, he will not, directly or indirectly, without the prior written approval of the Chairman, enter into any business relationship (either as principal, agent, board member, officer, consultant, stockholder, employee or in any other capacity) with any business or other entity that at any relevant time competes in any respect with any of the principal businesses of the Company (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the securities of any corporation (determined by vote or value) or having ownership interests constituting less than five percent (5%) of the value of any partnership or limited liability company regardless of the business of such corporation or other entity. Upon the written request of Executive, the Chairman will determine whether a business or other entity constitutes a “Competitor” for purposes of this Section 9; provided that the Chairman may require Executive to provide such information as the Chairman reasonably determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Chairman may reasonably determine.”

23.		Section 10 of the Employment Agreement, “Solicitation”, is hereby amended to read as follows:

		“Executive agrees that while he is employed by the Company, and for a period of thirty-six (36) months following his termination of employment with the Company for any reason, he will not employ, offer to employ, engage as a consultant, or form an association with any person who is then, or who during the preceding one year was, an employee of the Company, nor will he assist any other person in soliciting for employment or consultation any person who is then, or who during the preceding one year was, an employee of the Company.”

24.		Section 11 of the Employment Agreement, “Non-Interference”, is hereby amended to read as follows:

		“Executive agrees that while he is employed by the Company, and for a period of thirty-six (36) months following his termination of employment with the Company for any reason, he will not disturb or attempt to disturb any business relationship or agreement between the Company and any other person or entity.”

25.		Section 28 of the Employment Agreement, “Notices”, is hereby amended so that the Facsimile Number for the Executive is changed to (860) 678-7591 in said section.

26.		Except as provided in this Amendment, all other provisions of the Employment Agreement shall remain in full force and effect during the term of the Amendment.

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date set forth herein above.

EX-21.1 8 c75546exv21w1.htm PRIMARY SUBSIDIARIES OF CNAF Primary Subsidiaries of CNAF

EX-23.1 9 c75546exv23w1.htm INDEPENDENT AUDITORS' CONSENT Independent Auditors' Consent

We consent to the incorporation by reference in Registration Statement Nos. 333-69741 and 333-84447 of CNA Financial Corporation and subsidiaries on Forms S-3 and S-8, respectively, of our reports dated March 19, 2003 (which reports express unqualified opinions and include explanatory paragraphs relating to a restatement described in Note T and to certain accounting changes), appearing in the Annual Report on Form 10-K of CNA Financial Corporation and subsidiaries for the year ended December 31, 2002.


Delaware		36-6169860
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

CNA Plaza
Chicago, Illinois		60685
(Address of principal executive offices)		(Zip Code)


Title of each class		Name of each exchange on which registered

Common Stock with a par value of $2.50 per share		New York Stock Exchange Chicago Stock Exchange Pacific Exchange


PART I
	ITEM 1. BUSINESS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
	ITEM 5. MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
	ITEM 11. EXECUTIVE COMPENSATION
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	ITEM 14. CONTROLS AND PROCEDURES
PART IV
	ITEM 15. FINANCIAL STATEMENTS, SCHEDULES, EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
CERTIFICATIONS


		2002			2001			2000
Years ended December 31
(In millions, except ratio information)					Restated (a)			Restated (a)
Trade Ratios – GAAP basis (b)
	Loss and loss adjustment expense ratio		79.4	%		125.2	%		81.1	%
	Expense ratio		29.3			36.7			30.4
	Dividend ratio		0.9			1.5			0.9

	Combined ratio		109.6	%		163.4	%		112.4	%

Trade Ratios – Statutory basis (b)
	Loss and loss adjustment expense ratio		79.2	%		126.2	%		80.4	%
	Expense ratio		30.1			32.3			33.3
	Dividend ratio		1.0			1.7			1.2

	Combined Ratio		110.3	%		160.2	%		114.9	%

Individual Life and Group Life Insurance Inforce
	Individual life (c)	$	345,272		$	426,822		$	462,799
	Group life		92,479			70,910			71,982

Total		$	437,751		$	497,732		$	534,781

Other Data – Statutory basis (d)
	Property and casualty companies’ capital and surplus (e)	$	6,836		$	6,241		$	8,373
	Life and group companies’ capital and surplus		1,645			1,752			1,274
	Property and casualty companies’ written premiums to surplus ratio		1.3			1.3			1.1
	Life and group companies’ capital and surplus-percent to total liabilities		21.0	%		25.3	%		24.5	%
	Participating policyholders-percent of gross life insurance inforce		0.5	%		0.4	%		0.4	%


	Percent of Total

Years ended December 31	2002			2001			2000

Illinois		9.1	%		8.3	%		9.2	%
California		7.7			6.8			6.0
New York		7.2			7.9			7.3
Florida		6.7			6.2			4.8
Texas		6.2			5.8			4.7
New Jersey		4.6			4.4			3.4
Pennsylvania		4.5			4.3			3.8
Maryland		2.3			2.4			5.6
United Kingdom		1.7			3.3			5.3
All other states, countries or political subdivisions (a)		50.0			50.6			49.9

Total		100.0	%		100.0	%		100.0	%


Item		Page
Number		Number

	PART I
1.	Business	3
2.	Properties	11
3.	Legal Proceedings	11
4.	Submission of Matters to a Vote of Security Holders	11
	PART II
5.	Market for the Registrant’s Common Stock and Related Stockholder Matters	12
6.	Selected Financial Data	14
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
7A.	Quantitative and Qualitative Disclosures about Market Risk	90
8.	Financial Statements and Supplementary Data	96
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	182
	PART III
10.	Directors and Executive Officers of the Registrant	183
11.	Executive Compensation	184
12.	Security Ownership of Certain Beneficial Owners and Management	184
13.	Certain Relationships and Related Transactions	184
14.	Controls and Procedures	184
	PART IV
15.	Financial Statements, Schedules, Exhibits and Reports on Form 8-K	185


		1992 (a)			1993 (a)			1994 (a)			1995 (b)			1996			1997			1998			1999 (c)			2000			2001 (d)			2002 (e)
Calendar Year Ended
(In millions)
Originally reported gross reserves for unpaid claim and claim adjustment expenses					$	20,812		$	21,639		$	31,044		$	29,357		$	28,533		$	28,317		$	26,631		$	26,408		$	29,551		$	25,648
Originally reported ceded recoverable						2,491			2,705			6,089			5,660			5,326			5,424			6,273			7,568			11,798			10,583

Originally reported net reserves for unpaid claim and claim adjustment expenses		$	17,167		$	18,321		$	18,934		$	24,955		$	23,697		$	23,207		$	22,893		$	20,358		$	18,840		$	17,753		$	15,065

Cumulative net paid as of:
	One year later	$	3,706		$	3,629		$	3,656		$	6,510		$	5,851		$	5,954		$	7,321		$	6,546		$	7,686		$	5,981		$	–
	Two years later		6,354			6,143			7,087			10,485			9,796			11,394			12,241			11,935			11,988			–			–
	Three years later		8,121			8,764			9,195			13,363			13,602			14,423			16,020			15,247			–			–			–
	Four years later		10,241			10,318			10,624			16,271			15,793			17,042			18,271			–			–			–			–
	Five years later		11,461			11,378			12,577			17,947			17,736			18,568			–			–			–			–			–
	Six years later		12,308			13,100			13,472			19,465			18,878			–			–			–			–			–			–
	Seven years later		13,974			13,848			14,394			20,410			–			–			–			–			–			–			–
	Eight years later		14,640			14,615			15,024			–			–			–			–			–			–			–			–
	Nine years later		15,319			15,161			–			–			–			–			–			–			–			–			–
	Ten years later		15,805			–			–			–			–			–			–			–			–			–			–
Net reserves re-estimated as of:
	End of initial year	$	17,167		$	18,321		$	18,934		$	24,955		$	23,697		$	23,207		$	22,893		$	20,358		$	18,840		$	17,753		$	15,065
	One year later		17,757			18,250			18,922			24,864			23,441			23,470			23,920			20,785			21,306			17,805			–
	Two years later		17,728			18,125			18,500			24,294			23,102			23,717			23,774			22,903			21,377			–			–
	Three years later		17,823			17,868			18,088			23,814			23,270			23,414			25,724			22,780			–			–			–
	Four years later		17,765			17,511			17,354			24,092			22,977			24,751			25,407			–			–			–			–
	Five years later		17,560			17,082			17,506			23,854			24,105			24,330			–			–			–			–			–
	Six years later		17,285			17,176			17,248			24,883			23,736			–			–			–			–			–			–
	Seven years later		17,398			17,017			17,751			24,631			–			–			–			–			–			–			–
	Eight years later		17,354			17,500			17,650			–			–			–			–			–			–			–			–
	Nine years later		17,834			17,443			–			–			–			–			–			–			–			–			–
	Ten years later		17,805			–			–			–			–			–			–			–			–			–			–

Total net (deficiency) redundancy		$	(638	)	$	878		$	1,284		$	324		$	(39	)	$	(1,123	)	$	(2,514	)	$	(2,422	)	$	(2,537	)	$	(52	)	$	–

Reconciliation to gross re-estimated reserves:
	Net reserves re-estimated	$	17,805		$	17,443		$	17,650		$	24,631		$	23,736		$	24,330		$	25,407		$	22,780		$	21,377		$	17,805		$	–

	Re-estimated ceded recoverable					1,784			2,074			6,688			5,927			5,195			5,507			7,618			7,852			11,985			–

	Total gross re-estimated reserves				$	19,227		$	19,724		$	31,319		$	29,663		$	29,525		$	30,914		$	30,398		$	29,229		$	29,790		$	–

Net (deficiency) redundancy related to:
	Asbestos claims	$	(2,063	)	$	(1,466	)	$	(1,433	)	$	(1,660	)	$	(1,761	)	$	(1,659	)	$	(1,415	)	$	(838	)	$	(773	)	$	–		$	–
	Environmental claims		(1,215	)		(772	)		(604	)		(645	)		(589	)		(608	)		(388	)		(483	)		(468	)		–			–

	Total asbestos and environmental		(3,278	)		(2,238	)		(2,037	)		(2,305	)		(2,350	)		(2,267	)		(1,803	)		(1,321	)		(1,241	)		–			–
	Other claims		2,640			3,116			3,321			2,629			2,311			1,144			(711	)		(1,101	)		(1,296	)		(52	)		–

Total net (deficiency) redundancy		$	(638	)	$	878		$	1,284		$	324		$	(39	)	$	(1,123	)	$	(2,514	)	$	(2,422	)	$	(2,537	)	$	(52	)	$	–


	Amount (Square
	Feet) of Building
	Owned and Occupied
	or Leased and
Location	Occupied by CNA	Principal Usage

CNA Plaza 333 S. Wabash, Chicago, Illinois	1,144,378 (a)	Principal executive offices of CNAF
100 CNA Drive, Nashville, Tennessee	251,363 (a)	Life insurance offices
40 Wall Street, New York, New York	196,438 (b)	Property and casualty insurance offices
2405 Lucien Way, Maitland, Florida	178,744 (b)	Property and casualty insurance offices
3500 Lacey Road, Downers Grove, Illinois	168,793 (b)	Property and casualty insurance offices
1100 Cornwall Road, Monmouth Junction, New Jersey	112,926 (b)	Property and casualty insurance offices
1100 Ward Avenue, Honolulu, Hawaii	100,075 (a)	Property and casualty insurance offices


		2002				2001

		High		Low		High		Low

Quarter:
	Fourth	$	28.35	$	22.95	$	29.19	$	24.81
	Third		28.60		21.45		39.69		23.00
	Second		30.99		25.74		40.25		33.81
	First		30.60		27.00		39.19		32.13


	Standard			Specialty						Property & Casualty
For the year ended December 31, 2001	Lines			Lines			CNA Re			Segments
(In millions)
Underwriting loss	$	(1,261	)	$	(744	)	$	(1,048	)	$	(3,053	)
Underwriting impact of second quarter 2001 reserve strengthening and the related benefit of corporate aggregate reinsurance treaty		914			407			527			1,848
Underwriting impact of the WTC event and the related benefit of corporate aggregate reinsurance treaties		68			18			263			349
Restructuring and other related charges		36			9			6			51

Adjusted underwriting loss	$	(243	)	$	(310	)	$	(252	)	$	(805	)


					Pretax
					Corporate
					Aggregate		Total		Total
			Pretax		Reinsurance		Pretax		After-tax
For the year ended December 31, 2001	Gross Losses		Net Impact*		Benefit		Impact		Impact
(In millions)
Standard Lines	$	375	$	185	$	108	$	77	$	50
Specialty Lines		214		30		12		18		12
CNA Re		662		410		139		271		176
Group Operations		235		53		–		53		35
Life Operations		75		22		–		22		14
Corporate and Other		87		27		–		27		17

Total	$	1,648	$	727	$	259	$	468	$	304


Year ended December 31	2002			2001
(In millions)
Ceded earned premium	$	–		$	(543	)
Ceded claim and claim adjustment expenses		–			1,010
Interest charges		(51	)		(81	)

Pretax (expense) benefit on operating results	$	(51	)	$	386


	Employee
	Termination		Impaired
	and Related		Asset		Other
	Benefit Costs		Charges		Costs		Total
(In millions)
Standard Lines	$	5	$	1	$	–	$	6
Specialty Lines		2		–		–		2
Life Operations		–		17		–		17
Corporate and Other		22		14		1		37

Total	$	29	$	32	$	1	$	62


	Employee
	Termination		Lease		Impaired
	and Related		Termination		Asset		Other
	Benefit Costs		Costs		Charges		Costs		Total

(In millions)
Standard Lines	$	40	$	–	$	–	$	–	$	40
Specialty Lines		7		–		–		–		7
CNA Re		2		4		–		–		6
Group Operations		7		–		–		35		42
Life Operations		3		–		9		–		12
Corporate and Other		9		52		21		–		82

Total	$	68	$	56	$	30	$	35	$	189


	Gross
	Carried		Estimated
	Loss		Volatility in
December 31, 2002	Reserves		Reserves
(In millions)
Standard Lines	$	11,576		+/-5	%
Specialty Lines		5,874		+/-7	%
CNA Re		2,264		+/-15	%
Corporate and Other		4,847		+/-20	%


Operating Results
		2002			2001			2000

Years ended December 31
(In millions)
Net written premiums		$	2,383		$	1,951		$	1,932
Net earned premiums			2,178			1,896			1,847
Underwriting loss			(203	)		(744	)		(63	)
Net investment income			253			314			376
Net operating income (loss)			28			(329	)		196

Ratios
	Loss and loss adjustment expense		77.1	%		97.5	%		67.2	%
	Expense		32.1			41.5			36.1
	Dividend		0.1			0.2			0.1

	Combined		109.3	%		139.2	%		103.4	%

2001 adjusted underwriting loss*					$	(310	)

2001 adjusted ratios*
	Loss and loss adjustment expense					75.3	%
	Expense					40.7
	Dividend					0.2

Combined						116.2	%


	December 31, 2002						December 31, 2001

	Environmental						Environmental
	Pollution						Pollution
	and Mass						and Mass
	Tort			Asbestos			Tort			Asbestos

(In millions)
Gross reserves	$	830		$	1,758		$	837		$	1,644
Ceded reserves		(313	)		(527	)		(204	)		(392	)

Net reserves	$	517		$	1,231		$	633		$	1,252


Pending Asbestos Accounts and Associated Reserves

At December 31, 2002				Net paid losses			Net Asbestos		Percent of
		Number of		(recoveries)			reserves		Asbestos
		policyholders		(In millions)			(In millions)		Reserves

Policyholders with settlement agreements
	Structured Settlements		4	$	12		$	118		10	%
	Wellington		5		–			28		3
	Coverage in place		23		(15	)		66		5
	Fibreboard		1		1			55		4

Total with settlement agreements			33		(2	)		267		22

Other policyholders with active accounts
	Large asbestos accounts		150		(8	)		220		18
	Small asbestos accounts		939		16			90		7

Total other policyholders			1,089		8			310		25

Assumed reinsurance and pools			–		15			91		7
Unassigned IBNR			–		–			563		46

Total			1,122	$	21		$	1,231		100	%


Net Investment Income
	2002			2001			2000

Years ended December 31
(In millions)
Fixed maturity securities	$	1,854		$	1,824		$	1,739
Short term investments		62			135			200
Limited partnerships		(34	)		47			293
Equity securities		66			37			51
Interest on funds withheld and other deposits		(239	)		(241	)		(87	)
Other		81			112			99

Gross investment income		1,790			1,914			2,295
Investment expense		(60	)		(58	)		(48	)

Net investment income	$	1,730		$	1,856		$	2,247


Net Realized Investment Gains (Losses)
		2002			2001			2000

Years ended December 31
(In millions)
Realized investment gains (losses):
Fixed maturity securities:
	U.S. Government bonds	$	392		$	233		$	96
	Corporate and other taxable bonds		(557	)		(5	)		(171	)
	Tax-exempt bonds		48			54			13
	Asset-backed bonds		36			75			(65	)
	Redeemable preferred stock		(28	)		(21	)		(3	)

Total fixed maturity securities			(109	)		336			(130	)
Equity securities			(158	)		1,095			1,116
Derivative securities			(52	)		(5	)		10
Other invested assets			65			(149	)		37

Total realized investment (losses) gains			(254	)		1,277			1,033
Allocated to participating policyholders’ and minority interests			2			(15	)		(4	)
Income tax benefit (expense)			103			(446	)		(360	)

Net realized investment (losses) gains		$	(149	)	$	816		$	669


Realized Gains and Losses
			2002			2001			2000

Years ended December 31
(In millions)
Net realized gains (losses) on fixed maturity securities and equity securities:
	Fixed maturity securities:
		Gross realized gains	$	1,009		$	936		$	434
		Gross realized losses		(1,118	)		(600	)		(564	)

	Net realized (losses) gains on fixed maturity securities			(109	)		336			(130	)

	Equity securities:
		Gross realized gains		251			1,335			1,336
		Gross realized losses		(409	)		(240	)		(220	)

	Net realized (losses) gains on equity securities			(158	)		1,095			1,116

Net realized (losses) gains on fixed maturity and equity securities			$	(267	)	$	1,431		$	986


Largest Realized Losses from Securities Sold at a Loss
	Fair				Months in
	Value				Unrealized
	Date of		Loss		Loss Prior
Issuer Description and Discussion	Sale		On Sale		To Sale

(In millions)
US Treasury (a)	$	7,738		61	Various, 1-24+
An industrial power producer (IPP) and trader of deregulated energy commodities and energy-related risk management products (b)		113		46	Various, 0-12
A company, which operated moderately-priced restaurants in the United States and has filed bankruptcy (c)		0		28		24+
A wireless communication company that offers an integrated tool with digital cellular, text paging and two-way radio feature (d)		39		18	Various, 7-24+
A major U.S. airline carrier that filed for bankruptcy in December of 2002 (e)		11		17	Various, 0-24+
A large telecommunication company that primarily provides wired and wireless telephone services (f)		182		15	Various, 0-12
A telecommunication equipment company that builds, designs and delivers network communication (g)		17		15		0-6
A telephone company located in Canada and is a subsidiary of a U.S. company (h)		5		15	Various, 0-12
A large cable and telecommunications company located in the U.S. (i)		37		14		0-6
A provider of employee health and welfare products, administration services, insurance brokerage and related consulting services (j)		37		13		0-6
A major domestic automobile manufacturer (k)		371		12	Various, 0-12

	$	8,550	$	254


Carrying Value of Investments
			December 31,					December 31,
			2002		%			2001		%

(In millions)
General account investments:
	Fixed maturity securities:
		U.S. Treasury securities and obligations of government agencies	$	1,376		4	%	$	5,081		14	%
		Asset-backed securities		8,208		23			7,723		22
		States, municipalities and political subdivisions – tax-exempt		5,074		14			2,720		8
		Corporate securities		7,591		22			9,587		27
		Other debt securities		3,827		11			3,816		11
		Redeemable preferred stock		69		–			48		–
		Options embedded in convertible debt securities		130		–			189		–

		Total fixed maturity securities		26,275		74			29,164		82

	Equity securities:
		Common stock		461		1			996		3
		Non-redeemable preferred stock		205		1			342		1

	Total equity securities			666		2			1,338		4

		Short term investments		7,008		20			3,740		10
		Limited partnerships		1,060		3			1,307		4
		Other investments		284		1			277		–

Total general account investments			$	35,293		100	%	$	35,826		100	%

Separate account investments:
	Fixed maturity securities:
		U.S. Treasury securities and obligations of government agencies	$	166		5	%	$	244		6	%
		Asset-backed securities		869		28			1,022		27
		Corporate securities		812		26			925		25
		Other debt securities		165		5			156		4
		Redeemable preferred stock		2		–			–		–

		Total fixed maturity securities		2,014		64			2,347		62

	Equity securities:
		Common stock		112		4			149		4
		Non-redeemable preferred stock		6		–			12		–

	Total equity securities			118		4			161		4

	Short term investments			276		9			394		11
	Limited partnerships			327		10			342		9
	Other investments			387		13			534		14

Total separate account investments			$	3,122		100	%	$	3,778		100	%


Unrealized Gains (Losses) on Fixed Maturity and Equity Securities
		Cost or		Gross		Gross		Net
		Amortized		Unrealized		Unrealized		Unrealized
		Cost		Gains		Losses		Gain/(Loss)
December 31, 2002
(In millions)
Fixed maturity securities:
	U.S. Treasury securities and obligations of government agencies	$	1,266	$	114	$	4	$	110
	Asset-backed securities		7,888		336		16		320
	States, municipalities and political subdivisions – tax-exempt		4,966		151		43		108
	Corporate securities		7,439		487		335		152
	Other debt securities		3,780		284		237		47
	Redeemable preferred stock		64		5		–		5
	Options embedded in convertible debt securities		130		–		–		–

Total fixed maturity securities			25,533		1,377		635		742

Equity securities:
	Common stock		310		166		15		151
	Non-redeemable preferred stock		209		3		7		(4	)

Total equity securities			519		169		22		147

Total fixed maturity and equity securities		$	26,052	$	1,546	$	657	$	889


		Percent of			Percent of
		Market			Unrealized
		Value			Loss

Due in one year or less			3	%		2	%
Due after one year through five years			18			14
Due after five years through ten years			28			39
Due after ten years			45			43
Asset-backed securities			6			2

	Total		100	%		100	%


			Fair Value as a Percentage of Book Value

	Estimated										Unrealized
	Fair Value		90-99%		80-89%		70-79%		< 70%		Loss
December 31, 2002
(In millions)
Fixed maturity securities:
Non-investment grade:
0-6 months	$	892	$	30	$	28	$	28	$	33	$	119
7-12 months		473		9		12		24		70		115
13-24 months		458		5		12		50		90		157
Greater than 24 months		169		2		6		15		50		73

Total non-investment grade	$	1,992	$	46	$	58	$	117	$	243	$	464


General Account Bond Ratings

	2002		%			2001		%
December 31
(In millions)
U.S. Government and affiliated agency securities	$	1,908		7	%	$	5,715		20	%
Other AAA rated		10,856		41			9,204		32
AA and A rated		5,730		22			6,127		21
BBB rated		4,930		19			5,583		19
Non investment-grade		2,782		11			2,487		8

Total	$	26,206		100	%	$	29,116		100	%


Separate Account Bond Ratings

	2002		%			2001		%
December 31
(In millions)
U.S. Government and affiliated agency securities	$	161		9	%	$	214		10	%
Other AAA rated		898		48			1,017		50
AA and A rated		327		18			310		15
BBB rated		414		22			421		21
Non investment-grade		68		3			77		4

Total	$	1,868		100	%	$	2,039		100	%


Short term Investments

	2002		2001
December 31
(In millions)
Commercial paper	$	1,141	$	1,194
U.S. Treasury securities		2,756		175
Money market funds		2,161		1,641
Other		950		730

Total short term investments	$	7,008	$	3,740


Debt

		2002		2001
December 31
(In millions)
Variable rate debt:
	Credit facility – CNAF, due April 29, 2002	$	–	$	250
	Credit facility – CNAF, due April 30, 2004		250		250
	Credit facility – CNA Surety, due September 30, 2002		–		75
	Credit facility – CNA Surety, due September 30, 2003		30		–
	Term loan – CNA Surety, due through September 30, 2005		30		–
Senior notes:
	7.250%, face amount of $128, due March 1, 2003		128		133
	6.250%, face amount of $248, due November 15, 2003		248		250
	6.500%, face amount of $493, due April 15, 2005		491		491
	6.750%, face amount of $250, due November 15, 2006		249		249
	6.450%, face amount of $150, due January 15, 2008		149		149
	6.600%, face amount of $200, due December 15, 2008		199		199
	8.375%, face amount of $70, due August 15, 2012		69		68
	6.950%, face amount of $150, due January 15, 2018		148		148
Debenture, 7.250%, face amount of $243, due November 15, 2023			240		240
Capital leases, 8.000%-13.700%, due through December 31, 2011			36		38
Other debt, 1.000%-6.600%, due through 2019			25		27

Total debt		$	2,292	$	2,567

Short term debt		$	420	$	329
Long term debt			1,872		2,238

Total debt		$	2,292	$	2,567


Maturity of Debt

(In millions)
2003	$	420
2004		264
2005		506
2006		254
2007		12
Thereafter		846
Less original issue discount		(10	)

Total	$	2,292


					Increase (Decrease)

			Market		Interest			Currency			Equity
			Value		Rate Risk			Risk			Risk
December 31, 2002
(In millions)
Held for Other Than Trading Purposes:
General account:
	Fixed maturity securities		$	26,275	$	(1,629	)	$	(37	)	$	(10	)
	Equity securities			666		–			(20	)		(67	)
	Short term investments			7,008		(6	)		(18	)		–
	Limited partnerships			1,060		41			–			(43	)
	Other invested assets			263		–			–			–
	Interest rate caps			–		–			–			–
	Interest rate swaps			–		5			–			–
	Other derivative securities			21		(52	)		1			(1	)

		Total general account		35,293		(1,641	)		(74	)		(121	)

Separate accounts:
	Fixed maturity securities			1,868		(96	)		–			–
	Equity securities			112		–			–			(11	)
	Short term investments			110		–			–			–
	Other invested assets			387		–			–			(39	)

		Total separate accounts		2,477		(96	)		–			(50	)

Total securities held for other than trading purposes				37,770		(1,737	)		(74	)		(171	)

Held for Trading Purposes:
Separate accounts:
	Fixed maturity securities			145		(3	)		–			–
	Equity securities			6		–			–			(1	)
	Short term investments			167		–			–			–
	Limited partnerships			327		–			–			(2	)
	Equity indexed futures			–		1			–			(60	)
	Other derivative securities			–		–			–			–

Total securities held for trading purposes				645		(2	)		–			(63	)

Total securities			$	38,415	$	(1,739	)	$	(74	)	$	(234	)

Debt (carrying value)			$	2,292	$	(86	)	$	–		$	–


																		Notes
												Accumulated						Receivable
							Additional					Other						For the			Total
		Preferred			Common		Paid-in		Retained			Comprehensive			Treasury			Issuance of			Stockholders'
		Stock			Stock		Capital		Earnings			Income (Loss)			Stock			Common Stock			Equity

(In millions)
Balance, January 1, 2000 (As previously reported)		$	150		$	464	$	126	$	7,114		$	1,188		$	(41	)	$	(63	)	$	8,938
Prior period adjustment (a)			–			–		–		(215	)		–			–			–			(215	)

Balance, January 1, 2000 (Restated (a))			150			464		126		6,899			1,188			(41	)		(63	)		8,723

Comprehensive income:
	Net income (Restated (a))		–			–		–		1,182			–			–			–			1,182
	Other comprehensive loss		–			–		–		–			(315	)		–			–			(315	)

Total comprehensive income																						867
Redemption of preferred stock			(150	)		–		–		–			–			–			–			(150	)
Purchase of treasury stock			–			–		–		–			–			(35	)		–			(35	)
Increase in notes receivable from issuance of common stock			–			–		–		–			–			5			(9	)		(4	)
Preferred dividends			–			–		–		(1	)		–			–			–			(1	)

Balance, December 31, 2000 (Restated (a))			–			464		126		8,080			873			(71	)		(72	)		9,400

Comprehensive income:
	Net loss (Restated (a))		–			–		–		(1,642	)		–			–			–			(1,642	)
	Other comprehensive loss		–			–		–		–			(647	)		–			–			(647	)

Total comprehensive loss																						(2,289	)
Issuance of common stock			–			101		905		–			–			–			–			1,006
Stock options exercised			–			–		–		–			–			1			–			1
Decrease in notes receivable from issuance of common stock			–			–		–		–			–			–			4			4

Balance, December 31, 2001 (Restated (a))			–			565		1,031		6,438			226			(70	)		(68	)		8,122

Comprehensive income:
	Net income		–			–		–		155			–			–			–			155
	Other comprehensive income		–			–		–		–			378			–			–			378

Total comprehensive income																						533
Issuance of preferred stock			750			–		–		–			–			–			–			750
Increase in notes receivable from issuance of common stock			–			–		–		–			–			–			(4	)		(4	)

Balance, December 31, 2002		$	750		$	565	$	1,031	$	6,593		$	604		$	(70	)	$	(72	)	$	9,401


Nature of Hedge Designation		Derivative’s Change in Fair Value Reflected In:

No hedge designation		Realized investment gains or losses

Fair value		Realized investment gains or losses, along with the change in fair value of the hedged asset or liability

Cash flow		Other comprehensive income, with subsequent reclassification to earnings when the hedged transaction, asset or liability impacts earnings

Foreign currency		Consistent with fair value or cash flow above, depending on the nature of the hedging relationship


						Basic and Diluted
	Net Income					Earnings Per Share

	2001			2000		2001			2000
Years ended December 31
(In millions, except per share amounts)
Results	$	(1,642	)	$	1,182	$	(8.46	)	$	6.43
Add goodwill amortization, after-tax		17			21		0.09			0.11

Adjusted reported results to include the impact of the non-amortization provisions of SFAS 142	$	(1,625	)	$	1,203	$	(8.37	)	$	6.54