Amendment No. 2

                                     To The

               CNA EMPLOYEES' RETIREMENT BENEFIT EQUALIZATION PLAN

WHEREAS: The CNA Employees' Retirement Benefit Equalization Plan was established
January 1, 1990 by CNA Financial Corporation and Continental Casualty Company to
provide deferred  compensation benefits for employees whose compensation exceeds
the coverage limitations under the CNA Employees' Retirement Plan; and

WHEREAS: Said companies desire to amend the Plan to provide for the availability
of a lump sum benefit upon Plan termination.

NOW, THEREFORE:

The following  sections of the CNA Employees'  Retirement  Benefit  Equalization
Plan are hereby amended to read as set forth on the attached restated pages:

         Sections 2.0, 5.4, 6.3, and 7.2

The attached restated pages have been marked for  identification  "Amendment No.
2".

This Amendment shall become effective January 1, 1994.

Dated at Chicago, Illinois this 4th day of April, 1994.

ATTEST:                               CNA FINANCIAL CORPORATION

/S/MARY A. RIBIKAWSKIS     By /S/DONALD M. LOWRY
   Assistant Secretary           Senior Vice President,
                                 Secretary and General
Counsel

ATTEST:                              CONTINENTAL CASUALTY COMPANY

/S/MARY A RIBIKAWSKIS      By /S/DONALD M. LOWRY
   Assistant Secretary           Senior Vice President,
                                 Secretary and General Counsel


                                 Amendment No. 3

                                     To The

               CNA EMPLOYEES' RETIREMENT BENEFIT EQUALIZATION PLAN

WHEREAS: The CNA Employees' Retirement Benefit Equalization Plan was established
January 1, 1990 by CNA Financial Corporation and Continental Casualty Company to
provide deferred  compensation benefits for employees whose compensation exceeds
the coverage limitations under the CNA Employees' Retirement Plan; and

WHEREAS:  Said  companies  desire to amend the Plan to revise the  definition of
compensation;

NOW, THEREFORE:

The following section of the CNA Employees' Retirement Benefit Equalization Plan
is hereby amended to read as set forth on the attached restated page:

         Section 2.3

The attached restated page has been marked for identification "Amendment No. 3".

This Amendment shall become effective January 1, 1994.

Dated at Chicago, Illinois this 9th day of June, 1995.

ATTEST:                             CNA FINANCIAL CORPORATION

/S/MARY A. RIBIKAWSKIS    By /S/DONALD M. LOWRY
   Assistant Secretary          Senior Vice President, Secretary
                                and General Counsel

ATTEST:                             CONTINENTAL CASUALTY COMPANY

/S/MARY A. RIBIKAWSKIS       /S/DONALD M. LOWRY
   Assistant Secretary          Senior Vice President, Secretary
                                and General Counsel
<PAGE>
2.3      "Compensation" means, for the purpose of determining the Excess Benefit
         and  Supplemental  Benefit under this Plan,  compensation as defined in
         Section  1  of  the  Retirement   Plan,  but  excluding  any  incentive
         compensation.  Contributions to a participant's  Deferred Account under
         the CNA Employees'  Supplemental Savings Plan shall also be included as
         "Compensation."

2.4      "ERISA" means the Employee Retirement Income Security Act of 1974 and
         amendments thereto.

2.5      "Excess  Benefit"  means  the  excess,  if any,  of (i) the  retirement
         allowance  which  would  have  been  payable  to or with  respect  to a
         participant  under the Retirement  Plan had the limitations on benefits
         imposed by Section 7 of the Retirement  Plan not been  applicable  over
         (ii)  the  retirement  allowance  payable  to or  with  respect  to the
         participant under the Retirement Plan.

2.6      "Plan" means the CNA Employees Retirement Benefit Equalization Plan as
         from time to time in effect.

2.7      "Retirement Plan" means the CNA Employees' Retirement Plan.

2.8      "Supplemental  Benefit" means the excess, if any, of (i) the retirement
         allowance  that  would  have  been  payable  to or  with  respect  to a
         participant   under  the   Retirement   Plan  had  the  amount  of  the
         participant's  total  annual  compensation  paid  by the  Company  been
         included in the term "Compensation" under the Retirement Plan over (ii)
         the sum of (a) the retirement  allowance  payable to or with respect to
         the  Participant  under the Retirement  Plan and (b) any Excess Benefit
         payable under this Plan.

                                    SECTION 3
                               Plan Participation

3.1      Participation

         Participation in the Plan shall be limited to those participants in the
         Retirement Plan and their surviving spouses,  contingent annuitants and
         beneficiaries  who, as a result of the limitations on benefits that may
         be paid or accrued under the  Retirement  Plan by reason of Section 415
         of the Code and the limitation on compensation  which may be taken into
         account under the  Retirement  Plan by reason of Section  401(a)(17) of
         the Code,  receive or will receive a lesser amount of retirement income
         under the Retirement  Plan than  otherwise  would be paid or payable in
         the absence of such limitations.