ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(b) On December 18, 2012, Peter W. Wilson announced his retirement as President and Chief Operating Officer of the Specialty Lines of Registrant, effective December 31, 2012. As of the date of this report, no new compensatory or severance arrangements have been entered into with Mr. Wilson.
(c) On December 21, 2012, Registrant announced the appointment of Mark Herman as President and Chief Operating Officer of the Specialty Lines of Registrant, effective January 1, 2013. In connection with such appointment, Mr. Herman will have an annual salary of $675,000 and is eligible to participate in the CNA Annual Incentive Plan and CNA Long-Term Incentive Plan, each at a target of 125% of his annual base salary. Mr. Herman will also be eligible to participate in Registrant's 401(k) plan and other savings plans, relocation benefit program, country club membership allowance program and health and welfare benefits that are widely available to Registrant's employees. Mr. Herman will serve as an at-will employee of Registrant, with no agreement as to term of service, severance or other guaranteed payments. There is no family relationship between Mr. Herman and any other executive officer of Registrant, and there is no arrangement or understanding with any other person under which he was appointed. There are no transactions to which Registrant or any of its subsidiaries is a party and in which Mr. Herman has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K. The full text of Registrant's press release announcing the matters described herein is attached hereto as Exhibit 99.1 and is incorporated herein by reference.