CNA FINANCIAL CORPORATION
BOARD OF DIRECTORS
TERM SHEET DIRECTOR AND COMMITTEE MEMBER FEE SCHEDULE
Audit Committee Members $25,000.00 (Chairperson receives $35,000.00)
Incentive Compensation Committee Members $10,000.00 (Chairperson receives $15,000.00)
Finance Committee Members $4,000.00
Executive Committee Members $4,000.00
A per-meeting fee of $600.00 was paid to the Chairpersons of the Audit and IncentiveCompensation Committees for each meeting in 2004 with management, external auditors, advisors andother appropriate persons held to carry out their respective duties between regularly scheduledmeetings of the respective Committees.
*Directors who are employees of CNAF or any of its subsidiaries do not receive annual retainers forBoard of Directors or Committee service.