Exhibit 10.2
 EXECUTION COPY
 AMENDED AND RESTATED
GROUP HEALTH
INDEMNITY REINSURANCE AGREEMENT
 Agreement CCC ACC Insurers Insurer Reinsurer
  Original
Reinsurance Agreement
 Original Administrative Services Agreement
 CAC CNA Purchaser Stock Purchase
Agreement
 Exhibit A Commutation Agreement




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Amended and Restated
Administrative Services Agreement
   ARTICLE I
 BUSINESS REINSURED
 Revised Effective Time
 Policy Policies
 Certificateholder
 Third Party Reinsurance Agreement
 Unnovated Third Party Reinsurance Agreement
 Retained Policy Liabilities
 2




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Schedule A
 Subject Business Schedule B
 Policy Liabilities
 (a)
    
    withdrawals, surrenders, Policy loans, returns of premium and other deposits
and any other disbursement, Policyholder interest, dividends, dividend accumulations,
benefits, claims, losses and benefit and claim expenses (but excluding any amounts
claimed or allegedly payable due to the accelerating or discounting of contingent or
future benefits, claims or losses following the insolvency of an Insurer) in respect
of the Policies;(b)
    
    Extra Contractual Obligations (as defined below), but only to the extent such
Extra Contractual Obligations are based on acts, errors or omissions on or after the
Revised Effective Time by the Reinsurer or any of its respective officers, employees,
agents, subcontractors or representatives, and any attorneys fees incurred by an
Insurer and the Reinsurer related to such liabilities;(c)
    
    guaranty association assessments in connection with participation by an
Insurer in any guaranty fund or association established or governed by any state or
jurisdiction to the extent arising on account of premiums, deposits and other
consideration paid or payable after January 1, 2001 in respect of the Policies;(d)
    
    other assessments or payments required to be made with respect to the
Policies for or on account of regulatory agencies, including but not limited to
valuation fees or payments after January 1, 2001;(e)
    
    returns or refunds of premiums (irrespective of when due) and any other
benefits or dividends under the Policies paid or payable after January 1, 2001;(f)
    
    premium taxes and municipal taxes paid or payable by an Insurer or the
Reinsurer in respect of the Policies after January 1, 2001;(g)
    
    commissions or other compensation due insurance brokers, agents and producers
and reinsurance intermediaries in connection with the Policies;
 3




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(h)
    
    amounts payable under assumed reinsurance arrangements, and obligations to
return premiums or portions thereof;(i)
    
    premiums or portions thereof payable under Third Party Reinsurance Agreements
with respect to the Policies other than Unnovated Third Party Reinsurance Agreements;
and(j)
    
    accrued interest on all unpaid Policy Liabilities.
 Excluded Liabilities
 Extra Contractual Obligations
  4




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Novation Option
 ARTICLE II
 PAYMENT AND ACCOUNTING FOR CERTAIN ASSUMED POLICY LIABILITIES
 Tax/Assessment
Liabilities
 5




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ARTICLE III
 TERRITORY
  ARTICLE IV
 POLICY ADMINISTRATION
  ARTICLE V
 PREMIUMS; RECOVERIES
 Premium Tax
Credits
   6




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7




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ARTICLE VI
 REINSURANCE CREDIT
 Licensed or Accredited Status
 Reinsurance Credit
 (a)
    
    Provide such Insurer with a letter of credit that complies with the terms of
New York Insurance Regulation 133, in the amount specified in the statement submitted
so that full credit as admitted reinsurance shall be given for the Obligations of the
Reinsurer under this Agreement; or(b)
    
    Establish a trust account for the benefit of such Insurer in compliance with
the terms of New York Insurance Regulation 114, at least in the amount specified in
the statement submitted so that full credit as admitted reinsurance shall be given for
the Obligations of the Reinsurer under this Agreement. The assets in the trust
account shall be pledged to the Insurer in accordance with a securities pledge
agreement in form and substance reasonably satisfactory to the Insurer in order to
perfect a security interest in favor of the Insurer in the trust account under Article
9 of the Uniform Commercial Code.
 8




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Definition Obligations
 Security Trust Agreement Exhibit B Security
Trust Agreement
 ARTICLE VII
 NET LIABILITIES, TRANSFER OF ASSETS AND CEDING COMMISSION
 Net GAAP Liabilities Calculation Historical GAAP
 9




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Transfer of Assets Original Effective Time
 Interim Period Adjustment Stub Period Stub
Amount
 Initial Ceding Commission
 Additional Ceding Commission Schedule C
 Commutation
 10




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Monthly Reconciliation
 ARTICLE VIII
 INSOLVENCY
 Payments
 Direction of Payments
 Notice of Claims
 11




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Apportionment
 Set-Off
 ARTICLE IX
 NO THIRD PARTY BENEFICIARY RIGHTS
  ARTICLE X
 DIVIDENDS; NON-GUARANTEED ELEMENTS
  12




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ARTICLE XI
 ERRORS AND OMISSIONS
  ARTICLE XII
 COOPERATION
  ARTICLE XIII
 ARBITRATION
 Arbitration Board
 Notice of Arbitration
 13




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Arbitration Panel
 Submission of Briefs
 Arbitration Boards Decision
 14




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Jurisdiction
 Expenses
 Production of Documents and Witnesses
 Relief Available
 Consolidation
 15




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ARTICLE XIV
 DURATION
   ARTICLE XV
 GENERAL PROVISIONS
 Notices
 If to the Reinsurer:
    
    CNA Group Life Assurance Company
2 North LaSalle Street
Suite 2500
Chicago, IL 60602-3702
Attention: Steven A. Sack
Tel: (312) 384-7715
Fax: (312) 384-7825With a copy to:
    
    James R. Dwyer
Lord, Bissell & Brook LLP
115 South LaSalle Street
Chicago, Illinois 60603
Tel: (312) 443-0632
Fax: (312) 443-0336
 16




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If to the Company:
    
    Continental Casualty Company
American Casualty Company of
Reading, Pennsylvania
CNA Plaza
Chicago, Illinois 60685-0001
Attention: Secretary
Tel: (312) 822-1384
Fax: (312) 822-1297With a copy to:
    
    Dewey Ballantine LLP
1301 Avenue of the Americas
New York, NY 10011
Attention: James A. FitzPatrick, Jr.
                 Jeff S. Liebmann
Tel: (212) 259-8000
Fax: (212) 259-6333
  Tax Election Code Exhibit C
 Confidentiality Representative
 17




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Indemnification
 (a)
    
    Each Insurer shall indemnify and hold Reinsurer and its
directors, officers, stockholders, employees, representatives, Affiliates (as
defined in the Stock Purchase Agreement), successors and assigns harmless from
and against any Loss (as defined in the Stock Purchase Agreement) relating to
or arising or resulting from: (i) any breach or nonfulfillment of any covenant
or agreement made by the Insurers under this Agreement; (ii) any Retained
Policy Liabilities; and (iii) any Excluded Liabilities. Notwithstanding the
foregoing, the obligations of each Insurer under this Section 4 of Article XV
shall be only for Losses relating to such Insurers breaches or liabilities,
and neither Insurer shall be liable for any Losses resulting from breaches or
liabilities of the other Insurer or the enforcement of this indemnity against
the other Insurer.(b)
    
    The Reinsurer shall indemnify and hold the Insurers and their
respective directors, officers, stockholders, employees, representatives,
Affiliates (as defined in the Stock Purchase Agreement), successors and
assigns harmless from and against any Loss (as defined in the Stock Purchase
Agreement) relating to or arising or resulting from: (i) any breach or
nonfulfillment of any covenant or agreement made by the Reinsurer under this
Agreement; and (ii) any Policy Liabilities.(c)
    
    In the event the Insurers or the Company shall have a claim
for indemnity against the other party under the terms of this Agreement, the
parties shall follow the procedures set forth in Section 10.3 of the Stock
Purchase Agreement.
 Equitable Relief
 Set-Off
 18




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Entire Agreement; Amendments
 Invalidity
 Counterparts
 Exclusivity
 Binding Effect
 Governing Law
 Successors and Assignment
 19




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CONTINENTAL CASUALTY COMPANYBy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate ControllerAMERICAN CASUALTY COMPANY OF
  READING, PENNSYLVANIABy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate ControllerCNA GROUP LIFE ASSURANCE COMPANYBy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate Controller 20




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SCHEDULE A
RETAINED POLICY LIABILITIES
 None.




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Schedule B  CCC, CCC of Canada and ACCO Business
 Employer AD&D Insurance
 Form No.
    
    
    Description
    
    
    CompanySBGADD-P
    
    
    Master policy (New VAD/CO)
    
    
    CCC of CanadaSBGADD-C
    
    
    Certificate (New VAD/CO)
    
    
    CCC of CanadaZ3-140196-A
    
    
    Application (New VAD/CO)
    
    
    CCC of CanadaZ3-140198-A
    
    
    Application (New VAD/CO)
    
    
    CCC of CanadaP1-120811-A
    
    
    Master Policy (old VAD/CO)
    
    
    CCCQ1-120812-A
    
    
    Certificate (old VAD/CO)
    
    
    CCCZ1-120883-A
    
    
    Master Policy (old VAD/CO)
    
    
    CCCP1-68434-A
    
    
    Master Policy (old Voluntary)
    
    
    CCCQ1-67546-B
    
    
    Certificate (old Voluntary)
    
    
    CCCQ1-68460-A
    
    
    Certificate (old Voluntary)
    
    
    CCCQ1-68461-A
    
    
    Certificate (old Voluntary)
    
    
    CCCQ1-68462-A
    
    
    Certificate (old Voluntary)
    
    
    CCCQ1-68463-A
    
    
    Certificate (old Voluntary)
    
    
    CCCZ1-68435-A
    
    
    Application (old Voluntary)
    
    
    CCCP1-101994-A
    
    
    Master Policy (old Carve-Out)
    
    
    CCCQ1-102694-A
    
    
    Certificate (old Carve-Out)
    
    
    CCCQ1-102695-A
    
    
    Certificate (old Carve-Out)
    
    
    CCCZ1-101995-A
    
    
    Application (old Carve-Out)
    
    
    CCC
 Group Travel Employee AD&D Insurance
 Form No.
    
    
    Description
    
    
    CompanyP1-66721-A (3)
    
    
    Master policy
    
    
    CCCQ1-667017-A (3)
    
    
    Certificate
    
    
    CCCQ1-667018-A (3)
    
    
    Certificate
    
    
    CCC
 Conversion Employer AD&D Insurance
 Form No.
    
    
    Description
    
    
    CompanyP1-68989-A
    
    
    Master Policy
    
    
    CCCQ1-68990-A
    
    
    Certificate
    
    
    CCCZ1-68991-A
    
    
    Master Application
    
    
    CCC
 Foresight Accident Insurance
 Form No.
    
    
    Description
    
    
    CompanyP1-60781-A
    
    
    Individual Policy
    
    
    CCCP1-60822-A
    
    
    Individual Policy
    
    
    CCCP1-63029-A
    
    
    Individual Policy
    
    
    CCC




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Affinity AD&D Insurance
 Form No.
    
    
    Description
    
    
    CompanyMMD-ADDP
    
    
    Master Policy
    
    
    CCCMMD-ADDC
    
    
    Certificate
    
    
    CCCZ1-99850-C
    
    
    Application
    
    
    CCCP1-54914-A
    
    
    Master Policy
    
    
    CCCQ1-68802-A
    
    
    Certificate
    
    
    CCCZ1-99850-B
    
    
    Application
    
    
    CCCZ1-55017-A
    
    
    Individual Application
    
    
    CCCP1-68775-A
    
    
    Master Policy
    
    
    CCCZ1-68787-A
    
    
    Application
    
    
    CCCP1-66635-A
    
    
    Master Policy
    
    
    CCCP1-59385-A
    
    
    Individual Accident Policy
    
    
    CCCP1-111066-A
    
    
    Individual AD Policy
    
    
    CCC
 Little League Baseball Blanket Accident Insurance
 Form No.
    
    
    Description
    
    
    CompanyP8-138372-A (Rev. 06/03)
    
    
    Group Policy
    
    
    ACCOZ8-138372-A (Rev. 06/03)
    
    
    Master Application
    
    
    ACCO
 Travel Protection Accident Indemnity Policy
 Form No.
    
    
    Description
    
    
    CompanyP1-140266-A
    
    
    Group Policy
    
    
    CCCZ1-140267-A
    
    
    Master Application
    
    
    CCC
 Business Overhead Expense (Group A&H)
 Form No.
    
    
    Description
    
    
    CompanyMMBOE-P
    
    
    Policy
    
    
    CCCMMBOE-C
    
    
    Certificate
    
    
    CCCZ1-87017-B37
    
    
    Master Application
    
    
    CCCP1-87015-A
    
    
    Policy
    
    
    CCCQ1-87016-A
    
    
    Certificate
    
    
    CCCZ1-87017-A
    
    
    Master Application
    
    
    CCC
 Employer Disability Insurance
 Form No.
    
    
    Description
    
    
    CompanySBDI-P (1)
    
    
    Policy
    
    
    CCC,
CCC of CanadaSBDI-C (1)
    
    
    Certificate
    
    
    CCC,
CCC of CanadaSBDI-Z (1)
    
    
    Master Application
    
    
    CCC,
CCC of Canada




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Employer Disability Insurance (Continued)
 Form No.
    
    
    Description
    
    
    CompanySRDI-P
    
    
    Policy
    
    
    CCCSRDI-C
    
    
    Certificate
    
    
    CCCSRDI-Z
    
    
    Master Application
    
    
    CCC
 Affinity Disability Insurance
 Form No.
    
    
    Description
    
    
    CompanyMMDI-P (2)
    
    
    Policy
    
    
    CCCMMDI-C (2)
    
    
    Certificate
    
    
    CCCZ1-16240-A (2)
    
    
    Master Application
    
    
    CCC
 Stedman Disability Insurance
 Form No.
    
    
    Description
    
    
    CompanySBDI-P (1)
    
    
    Policy
    
    
    CCCSBDI-C (1)
    
    
    Certificate
    
    
    CCCSBDI-Z (1)
    
    
    Master Application
    
    
    CCCZ1-131821-A (1)
    
    
    Participating ER Application
    
    
    CCCSRZ-9952-B
    
    
    Individual Application
    
    
    CCCCDI-13AB STED etal.
    
    
    
    
    
    CCC
 Disability Conversion Insurance
 Form No.
    
    
    Description
    
    
    CompanyP1-54956-A
    
    
    Policy
    
    
    CCCZ1-54957-A
    
    
    Master Application
    
    
    CCCQ1-54958-B
    
    
    Certificate
    
    
    CCC
 Progeny
 Form No.
    
    
    Description
    
    
    CompanyP1-68775-A
    
    
    Policy
    
    
    CCCQ1-68802-A
    
    
    Certificate
    
    
    CCCZ1-68787-A
    
    
    Master Application
    
    
    CCCP1-58604-A
    
    
    Policy
    
    
    CCCQ1-58605-A
    
    
    Certificate
    
    
    CCCZ1-58606-A
    
    
    Master Application
    
    
    CCCP1-54914-A
    
    
    Policy
    
    
    CCCQ1-68802-A
    
    
    Certificate
    
    
    CCCZ1-99580-B
    
    
    Master Application
    
    
    CCCP1-59288-A
    
    
    Policy
    
    
    CCC




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A1-43434-A
    
    
    Individual Application
    
    
    CCCP1-59385-A
    
    
    Policy
    
    
    CCCP1-59380-A
    
    
    Policy
    
    
    CCCP1-111066-A
    
    
    Policy
    
    
    CCCP1-98897-A41
    
    
    Policy
    
    
    CCCQ1-98898-C41
    
    
    Certificate
    
    
    CCCP1-104858-A41
    
    
    Policy
    
    
    CCCQ1-104859-A41
    
    
    Certificate
    
    
    CCCZ1-104892-A41
    
    
    Master Application
    
    
    CCCP1-59287-A
    
    
    Policy
    
    
    CCCMMD-ADDP
    
    
    Policy
    
    
    CCCMMD-ADDC
    
    
    Certificate
    
    
    CCCZ1-99850-C
    
    
    Master Application
    
    
    CCCMMFEL-P
    
    
    Policy
    
    
    CCCMMFEL-Q
    
    
    Certificate
    
    
    CCCZ1-99850-B
    
    
    Master Application
    
    
    CCCMMCHS-P
    
    
    Policy
    
    
    CCCMMCHS-C
    
    
    Certificate
    
    
    CCCMMCHS-A
    
    
    Master Application
    
    
    CCCMMCHS-IP
    
    
    Policy
    
    
    CCCP1-140288-A
    
    
    Policy
    
    
    CCC
 Reduced Initial Premium Filing Status
 Form No.
    
    
    Description
    
    
    CompanyMMD-ADDP
    
    
    Policy
    
    
    CCCP1-140288-A
    
    
    Policy
    
    
    CCC
 (1)
 (2)
 (3)




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SCHEDULE C
ADDITIONAL CEDING COMMISSION




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EXHIBIT A
COMMUTATION AGREEMENT
 [See Item 99]




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EXHIBIT B
SECURITY TRUST AGREEMENT
 [See Item 125]




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EXHIBIT C
TAX ELECTION
 A.
    
    The parties will make a joint election, in accordance with Treas. Reg. 1.848-2(g)(8) (the
Regulation), issued December 31, 1992, under Section 848 of the Internal Revenue
Code of 1986 (the Code), and:
 (1)
    
    the party with the net positive consideration under this Agreement will capitalize
specified policy acquisition expenses with respect to this Agreement for such taxable year
without regard to the general deductions limitations of Section 848(c)(1) of the Code;(2)
    
    the election will take effect on the Original Effective Time and will remain in
effect for all subsequent years that this Agreement remains in effect; and(3)
    
    each party shall attach a schedule to its federal income tax return for its first
taxable year ending after the election becomes effective that identifies the agreement
(including this Agreement) for which joint elections have been made under the Regulation.
 B.
    
    Pursuant to this joint election:
 (1)
    
    each party will exchange information pertaining to the amount of net consideration
under this Agreement to assure consistency or as may otherwise be required by the Internal
Revenue Service;(2)
    
    the Reinsurer will submit its calculation of the net consideration, as defined
under Treas. Reg. 1.848-2(f), to the Insurers not later than May 1 for each and every tax
year for which this Agreement is in effect;(3)
    
    the Insurers may challenge such calculation within ten (10) working days of
receipt of the Reinsurers calculation; and(4)
    
    the parties will act in good faith to reach agreement as to the correct amount of
net consideration whenever there is disagreement as to the amount of net consideration, as
determined under Treas. Reg. 1.848- 2(f).
 C.
    
    Each Insurer and the Reinsurer represent and warrant that they are subject to U.S. taxation
under Subchapter L of Chapter 1 of the Code.




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CONTINENTAL CASUALTY COMPANYBy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate ControllerAMERICAN CASUALTY COMPANY OF
  READING, PENNSYLVANIABy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate ControllerCNA GROUP LIFE ASSURANCE COMPANYBy:
    /s/ Lawrence J. BoysenName:
    Lawrence J. BoysenTitle:
    Senior Vice President & Corporate Controller