CNA Financial Corporation Thomas F. Motamed, Chairman & CEO

Exhibit 10.17.2

CNA Financial Corporation		Xxxxxx X. Xxxxxxx, Chairman & CEO
000 X. Xxxxxx Xxxxxx, 00xx Xxxxx		CNA Financial Corporation
Xxxxxxx, XX 00000
		Phone:		(000) 000-0000
		Facsimile		(000) 000-0000
		Internet:		xxxxxx.xxxxxxx@xxx.xxx

December 9, 2009

Xxxxxx Xxxxxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000

Dear Xxx:

This letter agreement will modify the special severance pay and benefits continuation arrangement outlined in the letter agreement between you and Continental Casualty Company (“CNA”), dated June 18, 2007 (the “2007 Letter Agreement”), as modified by the letter agreement between you and CNA, dated August 8, 2008 (the “2008 Letter Agreement”).

The first sentence of the third paragraph of the 2007 Letter Agreement is deleted and replaced in its entirety with the following language:

As part of the Package, the amount of severance pay you will receive under the CNA Severance Pay Plan will be an amount equal to the sum of one year of your annual base salary in effect at the time your employment by CNA ends, plus your target Annual Incentive Plan award for the year in which your employment ends, which severance pay will be paid in accordance with the provisions of the CNA Severance Pay Plan, except as otherwise provided in this Letter Agreement.

The fourth paragraph of the 2007 Letter Agreement is deleted and replaced in its entirety with the following language:

Your eligibility, if any, for awards at the time of termination of employment by CNA under all incentive plans, including annual incentive bonuses, long-term incentive bonuses, stock options, and stock appreciation rights paid in stock, as well as under any other employee benefit plan maintained by CNA, will be determined by the terms of the respective plans.

Initials: CNA:   /s/ TM

Employee:    /s/ TP

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Except as expressly modified in this letter agreement, the 2007 Letter Agreement, the 2008 Letter Agreement and all other terms and conditions of your employment with CNA remain in full force and effect. As before, however, neither this letter agreement, nor any other CNA procedures or communications, constitute a promise or guarantee of future or continued employment.

Sincerely,

/s/ Xxxxxx X. Xxxxxxx

Xxxxxx X. Xxxxxxx

Accepted and Agreed effective

as of the date first above written:

/s/ Xxxxxx Xxxxxxxxxx

Xxxxxx Xxxxxxxxxx

Initials: CNA:    /s/ TM

Employee:    /s/ TP

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