Unassociated Document


    CNA
      FINANCIAL CORPORATION

    


    SERIES
      H CUMULATIVE PREFERRED STOCK

    RETIREMENT
      AGREEMENT

    


    


    As
      of
      August 1, 2006

    


    Loews
      Corporation

    667
      Madison Avenue

    New
      York,
      New York 10021-8087

    Attn:
      General Counsel

    


    Gentlemen:

    


    The
      undersigned, CNA Financial Corporation, a Delaware corporation (the “Company”),
      hereby confirms its agreement with you as follows:

    


    RECITALS

    


    WHEREAS,
      you purchased 7,500 shares of the Company’s Series H Cumulative Preferred Stock
      (“Series H Preferred”) for $750 million from the Company on December 19,
      2002;

    


    WHEREAS,
      pursuant to Section 4 of the Certificate of Designation creating the Series
      H
      Preferred, the Series H Preferred accrues dividends at the rate provided for
      therein, none of which dividends have been declared or paid;

    


    WHEREAS,
      Section 5 of the Certificate of Designation creating the Series H Preferred
      provides that the Series H Preferred may be redeemed upon the mutual agreement
      of the Company and the Holders (as defined in the Certificate of Designation)
      of
      a majority of the outstanding shares of Series H Preferred, at any time and
      from
      time to time, at a redemption price per share equal to $100,000 plus all accrued
      and unpaid dividends accrued thereon through and including the date of
      redemption (the “Redemption Price”);

    


    WHEREAS,
      you are the sole Holder of the Series H Preferred; and

    


    WHEREAS,
      the Company desires to acquire all of the outstanding shares of Series H
      Preferred from you at the Redemption Price and you desire to dispose of the
      Series H Preferred to the Company for the Redemption Price on the Closing Date
      (as defined below).

    


    NOW
      THEREFORE:


    
      
         

      

      
        
        

        
          

        

      

       

    


    I.

    


    AGREEMENT
      TO SELL SERIES H CUMULATIVE PREFERRED; CLOSINGS;

    SALE
      OF SHARES

    


    1.1 Agreement
      to Sell Series H Cumulative Preferred.  Subject
      to the terms and conditions of this Agreement and upon the Closing, you hereby
      agree to sell to the Company the 7,500 shares of Series H Preferred owned by
      you
      and the Company hereby agrees to purchase such shares of Series H Preferred
      for
      a purchase price equal to the Redemption Price as of the Closing Date (as
      defined below).

    


    1.2 Agreement
      to Purchase Common Stock.  Subject
      to the terms and conditions of this Agreement and upon the Closing, you hereby
      agree to purchase 7,863,258 shares (the “Shares”) of the Company’s common stock,
      $2.50 par value per share (the “Common Stock”), at a price of $33.64/share,
      resulting in an aggregate purchase price for the Shares of $264,520,000 (the
      “Common Stock Purchase Amount”).

    


    1.3 Closings.

     

                   Subject
      to the terms and conditions of this Agreement, including, without limitation,
      upon the basis of the representations
      and warranties herein contained, on August 8, 2006, or at such earlier or later
      date as the parties shall agree (the “Closing Date”), (A) the Company will pay
      you the Redemption Price, against delivery by you to the Company of the
      certificate representing the 7,500 shares of Series H Preferred, together with
      a
      duly executed stock power evidencing the transfer of such shares of Series
      H
      Preferred, (B) you will pay the Company the Common Stock Purchase Amount,
      against delivery by the Company to you of a certificate or certificates in
      your
      name or the name of your nominee representing the Shares, and (C) you and the
      Company will enter into the Registration Rights Agreement in substantially
      the
      form attached hereto as Exhibit
      1.3
      (the
“Registration Rights Agreement”). At the Closing, the Company will deliver to
      you currently available funds, by wire transfer to the account designated by
      you
      to the Company no later than 10:00 a.m., Central Time, the Business Day prior
      to
      the Closing, in an amount equal to the difference between the Redemption Price
      and the Common Stock Purchase Amount. The consummation of the transactions
      contemplated hereby is hereinafter called the “Closing”. The Closing shall take
      place on the Closing Date at 10:00 a.m., Central Time, at the offices of Mayer,
      Brown, Rowe & Maw LLP, 71 South Wacker Drive, Chicago, Illinois, or at such
      other time and place as shall be agreed upon by the parties.

    


    II.

    


    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

    


    The
      Company represents and warrants that as of the date hereof and as of the Closing
      Date:


    
      
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    2.1 Organization
      and Qualification of the Company.  The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware, with full corporate power and authority
      to conduct its business as currently conducted and to own and use its Property
      and is qualified to do business and in good standing as a foreign corporation
      in
      each jurisdiction where the character of its Property or the nature of its
      activities makes such qualification necessary, except where the failure to
      so
      qualify would not have a material adverse effect on the business or Property
      of
      the Company and its Subsidiaries (as defined in Section 2.2
      below),
      taken as a whole (a “Material Adverse Effect”).

    


    2.2 Organization
      and Qualification of Subsidiaries.  Each
      subsidiary of the Company that is a “significant subsidiary”, as defined in Rule
      405 of the regulations under the Securities Act, (each a “Subsidiary”) has been
      duly incorporated and is validly existing as an insurance company (other than
      The Continental Corporation, which is validly existing as a New York business
      corporation) and is authorized to transact its business under the insurance
      code
      of its domiciliary state with full corporate power and authority to conduct
      its
      business as currently conducted and to own and use the properties owned by
      it,
      and is duly licensed to do businesses as a foreign insurer and is authorized
      to
      transact its business under the laws of each jurisdiction which requires such
      licensure where the character of its Property or the nature of its activities
      makes such qualification necessary, except where the failure to so qualify
      would
      not have a Material Adverse Effect.

    


    2.3 No
      Conflict.  The
      execution, delivery and performance by the Company of this Agreement and the
      Registration Rights Agreement and the consummation by the Company of the
      transactions contemplated hereby and thereby do not and will not (1) contravene,
      conflict with or result in any violation or breach of any provision of the
      certificate of incorporation or bylaws of the Company; (2) contravene, conflict
      with or result in a violation or breach of any provision of any law, rule,
      regulation, judgment, injunction, order or decree applicable to the Company
      or
      its subsidiaries, or require any consent, approval or other action by, filing
      with or notice to any governmental authority (including without limitation
      any
      regulatory authority); (3) require any consent or other action by, filing with
      or notice to, any person under, constitute a default under (or an event that,
      with or without notice or lapse of time or both, would constitute a default),
      or
      cause or permit the termination, cancellation, acceleration, triggering or
      other
      change of any right or obligation or the loss of any benefit to which the
      Company or any of its subsidiaries is entitled under (A) any provision of any
      agreement or other instrument binding upon the Company or any of its
      subsidiaries or (B) any license, franchise, permit, certificate, approval or
      other similar authorization held by, or affecting, or relating to, the assets
      or
      business of the Company or any of its subsidiaries; or (4) result in the
      creation or imposition of any lien or other encumbrance on any asset of the
      Company or any of its subsidiaries, other than such exceptions in the case
      of
      clauses (2), (3) and (4) as would not, individually or in the aggregate, be
      reasonably expected to materially impair or delay the ability of the Company
      to
      consummate the transactions contemplated by this Agreement or the Registration
      Rights Agreement or have a Material Adverse Effect.


    
      
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    2.4 Litigation,
      etc.  There
      are no actions, proceedings or investigations pending or to the knowledge of
      the
      Company threatened against the Company and/or any Subsidiaries before any court
      or before any administrative agency or administrative officer or executive,
      which may reasonably be expected to have a Material Adverse Effect on the
      ability of the Company to perform its obligations under this Agreement and
      the
      Registration Rights Agreement.

    


    2.5 Company
      Authorizations.  This
      Agreement and the Registration Rights Agreement will have been duly authorized
      by the Company; this Agreement has been, and no later than the Closing Date
      the
      Registration Rights Agreement will have been, duly executed and delivered by
      the
      Company and constitutes, or in the case of the Registration Rights Agreement
      will constitute, the legal, valid and binding obligation of the Company,
      enforceable in accordance with its terms, except as limited by bankruptcy,
      insolvency or other laws affecting the enforcement of creditors rights generally
      or by equitable principles in any action (legal or equitable) and public policy
      that may limit the enforceability of rights to indemnification.

    


    2.6 Extent
      of Offering.  Neither
      the Company nor, to its knowledge, any agent acting on its behalf has sold
      or
      offered to sell any or all of the Shares or any similar securities so as to
      bring the issuance or sale of the Shares within the provisions of Section 5
      of
      the Securities Act.

    


    2.7 No
      Default.  To
      the knowledge of the Company, neither the Company nor any of the Subsidiaries
      is
      either (i) in default under any (a) order, judgment, decree or ruling of any
      court, arbitrator or Governmental Authority, or (b) contract, agreement or
      instrument to which it is a party or by which it or any of its Property is
      bound, or (ii) in violation of any applicable law, ordinance, rule or regulation
      of any Governmental Authority, in neither case, which could reasonably be
      expected to have a Material Adverse Effect.

    


    2.8 Capital
      Stock.  Following
      the retirement of the Series H Preferred, the authorized capital stock of the
      Company will consist of 500,000,000 shares of Common Stock and 12,500,000 shares
      of Preferred Stock, with no par value. No Holder of any security of the Company
      (a) will be entitled to any preemptive rights or (b) will have any right of
      first refusal to purchase any of the Shares. The Shares shall be, upon issuance,

      validly issued, fully paid and nonassessable and free and clear of any liens
      or
      other encumbrances (other than any liens or encumbrances that may be created
      as
      a result of your ownership of the Shares).

    


    2.9 Periodic
      Reports.  The
      Company’s Annual Report on Form 10-K for the year ended December 31, 2005 and
      the Company’s Quarterly Reports on Form 10-Q, for the quarterly periods ending
      March 31, 2006 and June 30, 2006, when they were filed with the Securities
      and
      Exchange Commission, conformed in all material respects to the requirements
      of
      the Securities Exchange Act and the rules and regulations of the Securities
      and
      Exchange Commission thereunder, and none of such documents contained an untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary to make the statements therein not
      misleading.


    
      
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    2.10 Absence
      of Material Adverse Effect.  Since
      December 31, 2005, except as described in the Company’s Annual Report on Form
      10-K for the year ended December 31, 2005 and the Company’s Quarterly Reports on
      Form 10-Q, for the quarterly periods ending March 31, 2006 and June 30, 2006,
      there have not been any events or developments that, individually or in the
      aggregate, could reasonably be expected to have a Material Adverse
      Effect.

    


    III.

    


    REPRESENTATIONS
      AND WARRANTIES OF INVESTOR

    


    3.1 Investment
      Intent, etc.  You
      represent and warrant that you are acquiring the Shares acquired hereunder
      for
      your own account for investment and not with a view to, or for sale or other
      disposition in connection with, any distribution (within the meaning of the
      Securities Act) thereof, nor with any present intention of selling or otherwise
      disposing of the same subject, nevertheless, to any requirement of law that
      the
      disposition of your Property shall at all times be within your
      control.

    


    3.2 Sophistication,
      Financial Strength, Access, etc.  You
      represent, warrant and acknowledge that you are an accredited investor (as
      the
      term is defined in Rule 501 promulgated by the Securities and Exchange
      Commission under the Securities Act) and that your principal place of business
      is the address set forth on page one hereof. You acknowledge that you are fully
      informed that the Shares being sold to you hereunder are being sold pursuant
      to
      a private offering exemption of the Securities Act and are not being registered
      under the Securities Act or under the securities or blue sky laws of any state
      or foreign jurisdiction; that such Shares must be held indefinitely unless
      they
      are subsequently registered under the Securities Act and any applicable state
      securities or blue sky laws, or unless an exemption from registration is
      available thereunder; and that the Company has no obligation to register such
      Shares, other than as contemplated in the Registration Rights Agreement. You
      acknowledge that all documents, records and books pertaining to the investment
      in the Company contemplated hereby have been made available or delivered to
      you;
      that you have had an opportunity to ask questions of and receive answers from
      the Company and its officers.

    


    3.3 Organization
      of Investor.  You
      represent and warrant that you are a corporation duly organized, validly
      existing and in good standing under the laws of your state of incorporation,
      and
      that you have all requisite power and authority to carry out the transactions
      provided for in, or contemplated by, this Agreement.

    


    3.4 Authorization.  You
      represent and warrant that the execution, delivery and performance of this
      Agreement and the consummation of the transactions contemplated herein, have
      been duly authorized by you. The fulfillment of and compliance with the terms
      of
      this Agreement by you will not (i) conflict with or result in a breach of the
      terms, conditions or provisions of, (ii) constitute a default under, or (iii)
      result in a violation of, breach of or default under (a) your certificate of
      incorporation or bylaws or (b) any law, statute, rule or regulation to which
      you
      are subject, or (c) any agreement, instrument, order, judgment or decree to
      which you are a party, bound or subject.


    
      
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    3.5 Binding
      Effect.  You
      represent and warrant that this Agreement constitutes your valid and binding
      obligation, enforceable in accordance with its terms, except as limited by
      bankruptcy, insolvency or other laws affecting the enforcement of creditors
      rights generally or by equitable principles in any action (legal or
      equitable).

    


    3.6 Title
      to Series H Preferred.  At
      the Closing, upon payment for the Series H Preferred as contemplated in this
      Agreement, the Company shall obtain good and marketable title to the Series
      H
      Preferred acquired on such date, free and clear of any liens or other
      encumbrances.

    


    IV.

    


    CONDITIONS
      TO CLOSINGS

    


    4.1 The
      Company’s obligation to consummate the transactions contemplated herein, as
      provided in Article I hereof, shall be subject to the satisfaction of the
      following conditions at or prior to the Closing, any of which may be waived
      by
      the Company in writing.

    


    (A) Completion
      of Financing Transactions.  The
      Company shall have consummated (i) a public offering of its Common Stock (the
      “Stock Offering”) and (ii) one or more issuances of its debt securities (the
“Debt Offering”), with total gross proceeds to the Company of not less than
      $650,000,000.

    


    (B) Representations
      and Warranties True at Closing: Non-Occurrence of Default.  The
      representations and warranties contained in Article III hereof shall be true
      as
      of the Closing Date and a duly authorized officer of yours shall deliver to
      the
      Company at the Closing a certificate to such effect, executed by him, dated
      the
      Closing Date.

    


    4.2 Your
      obligation to consummate the transactions contemplated herein, as provided
      in
      Article I hereof, shall be subject to the satisfaction of the following
      conditions at or prior to the Closing, any of which may be waived by you in
      writing:

    


    (A) Representations
      and Warranties True at Closing: Non-occurrence of Default.  The
      representations and warranties contained in Article II hereof shall be true
      as
      of the Closing Date, there shall exist no condition, event or fact constituting,
      or which, with notice or passage of time or both, would constitute a material
      default in the observance of any of the Company’s undertakings or covenants
      hereunder, or pursuant to the Registration Rights Agreement, no material adverse
      change shall have occurred in the business, Property, prospects or condition
      (financial or otherwise) of the Company between the date of this Agreement
      and
      the Closing Date, and all conditions precedent to the Closing to be performed
      by
      the Company shall have been complied with; and an Executive Vice President
      or a Senior Vice President
      of the Company shall deliver to you at the Closing a certificate to such effect,
      executed by him, dated the Closing Date.

    


    (B) Corporate
      Proceedings.  All
      corporate and other proceedings required to be taken in connection with the
      transactions contemplated hereby, shall be


    
      
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    satisfactory
      in form and substance to you and your counsel, and you and your counsel shall
      have received all such counterpart originals or certified or other copies of
      such documents as you or your counsel shall reasonably request.

    


    (C) Legal
      Opinion.  You
      shall have received an opinion of counsel from Jonathan D. Kantor, Esq.,
      Executive Vice President, Secretary and General Counsel of the Company,
      substantially in the form attached hereto and made a part hereof as Exhibit
      4.2(C).

    


    (D) Registration
      Rights
      Agreement.  You and the Company shall have entered into the
      Registration Rights Agreement.

    


    (E) Listing.  The
      Shares
      shall have been approved for listing on the New York Stock Exchange, subject
      only to official notice of issuance.

    


    V.

    


    COVENANTS

    


    5.1 Covenants
      of the Company.  The
      Company hereby covenants and agrees with you as follows:

    


    (A) Retirement
      of Series H Preferred.  The
      Company will as soon as practicable following the Closing, retire the Series
      H
      Preferred acquired hereunder.

    


    (B) Listing.  The
      Company shall use its best efforts to have the Shares listed for trading on
      the
      New York Stock Exchange.

    


    VI.

    


    TRANSFER
      OF SECURITIES

    


    The
      Shares shall not be transferable except upon the conditions specified in this
      Article VI, which conditions are intended to insure compliance with the
      provisions of the Securities Act and state securities laws in respect of the
      transfer of any such shares.

    


    6.1 Restrictive
      Legends.
      Unless
      and until otherwise permitted by this Article, each certificate for the Shares
      issued to you or your nominee, or to any subsequent transferee shall be stamped
      or otherwise imprinted with a legend in substantially the following
      form:

    


    “The
      shares represented hereby have not been registered under the Securities Act
      of
      1933, as amended, and thus may not be offered for sale, sold, transferred or
      otherwise disposed of unless registered under the Securities Act of 1933, as
      amended, or unless an exemption from such registration is available. Further,
      such transfer is subject to the conditions specified in a Retirement Agreement
      dated

    



    
      
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    as
      of
      August 1, 2006, between Loews Corporation and CNA Financial Corporation (the
      “Company”), a copy of which Agreement is on file and may be inspected at the
      principal office of the Company. A copy of such Agreement will be furnished
      by
      the Company to the holder hereof upon request and without charge. Under certain
      circumstances specified in such Agreement, the Company has agreed to deliver
      to
      the holder hereof a new certificate, not bearing this legend, for all or part
      of
      the number of shares evidenced hereby, as the case may be, registered in the
      name of such holder or designated nominee.”

    


    The
      Company may stop, or may order its
      transfer agent for the Shares to stop, the transfer of any Shares bearing the
      legend set forth above until the conditions of this Article VI with respect
      to
      the transfer of such shares have been satisfied.

    


    6.2 Notice
      of Proposed
      Transfer. If, prior to any transfer or sale of any Shares, the Holder
      desiring to effect such transfer or sale shall deliver a written notice to
      the
      Company describing briefly the manner of such transfer or sale and a written
      opinion of counsel for such Holder (provided that such counsel, and the form
      and
      substance of such opinion, are reasonably satisfactory to the Company) to the
      effect that such transfer or sale may be effected without the registration
      of
      such shares under the Securities Act, the Company shall thereupon permit or
      cause its transfer agent (if any) to permit such transfer or sale to be
      effected.

    


    6.3 Termination
      of
      Restrictions.

    


    (A) Notwithstanding
      the foregoing
      provisions of this Article VI, the restrictions imposed by this Article VI
      upon
      the transferability of the Shares shall terminate as to any particular share
      when (1) such share shall have been effectively registered under the Securities
      Act and sold by the Holder thereof in accordance with such registration, or
      (2)
      a written opinion to the effect that such restrictions are no longer required
      or
      necessary under any federal or state securities law or regulation has been
      received from counsel for the Holder thereof (provided that such counsel and
      the
      form and substance of such opinion, are reasonably satisfactory to the Company)
      or counsel for the Company, or (3) such share shall have been sold without
      registration under the Securities Act in compliance with Rule 144 promulgated
      by
      the Securities and Exchange Commission under the Securities Act (“Rule 144”), or
      (4) the Company is reasonably satisfied that the Holder of such share shall,
      in
      accordance with the terms of Subsection (k) of Rule 144, be entitled to sell
      such share pursuant to such Subsection, or (5) a letter or an order shall have
      been issued to the Holder thereof by the staff of the Securities and Exchange
      Commission or such Commission stating that no enforcement action shall be
      recommended by such staff or taken by such Commission, as the case may be,
      if
      such share is transferred without registration under the Securities Act in
      accordance with the conditions set forth in such letter or order and such letter
      or order specifies that no subsequent restrictions on transfer are
      required.


    
      
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    (B) Whenever
      the restrictions imposed by this Article VI shall terminate, as hereinabove
      provided, the Holder of any particular Share then outstanding as to which such
      restrictions shall have terminated, shall be entitled to receive from the
      Company, without expense to such Holder, one or more new certificates for Shares
      not bearing the restrictive legend set forth in Section
      6.1
      hereof.

    


    6.4 Compliance
      with Rule 144.  At
      the written request of any Holder of Shares who proposes to sell any Shares
      in
      compliance with Rule 144, the Company shall furnish to such Holder, within
      ten
      days after receipt of such request, a written statement as to whether or not
      the
      Company is in compliance with the filing requirements of the Securities and
      Exchange Commission as set forth in such Rule.

    


    6.5 Non-Applicability
      of Restrictions on Transfer.  Notwithstanding
      the provisions of Section
      6.2
      hereof,
      any record owner of Shares may from time to time transfer all or part of such
      record owner’s Shares (i) to a nominee identified in writing to the Company as
      being the nominee of or for such record owner, and any nominee of or for a
      beneficial owner of Shares identified in writing to the Company as being the
      nominee of or for such beneficial owner may from time to time transfer all
      or
      part of the Shares registered in the name of such nominee but held as nominee
      on
      behalf of such beneficial owner, to such beneficial owner, or (ii) if such
      record owner is a partnership or the nominee of a partnership, to a partner,
      retired partner, or estate of a partner or retired partner, of such partnership,
      so long as such transfer is in accordance with the transferee’s interest in such
      partnership and is without consideration; provided,
      however,
      that
      each such transferee shall remain subject to all restrictions on the transfer
      of
      Shares herein contained.

    


    VII.

    


    DEFINITIONS

    


    For
      the
      purposes of this Agreement, the following terms shall have the following
      meanings:

    


    “Agreement”
      shall mean, and the words “herein,” “hereof,” “hereunder” and words of similar
      import shall refer to this Agreement and any amendment or supplement
      hereto.

    


    “Closing”
      shall have the meaning set forth in Section
      1.3
      hereof.

    


    “Closing
      Date” shall have the meaning set forth in Section
      1.3
      hereof.

    


    “Company”
      shall mean CNA Financial Corporation, a Delaware corporation, and all
      successor corporations thereof.

    


    “Common
      Stock Purchase Amount” shall have the meaning set forth in Section
      1.2
      hereof.


    
      
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    “Governmental
      Authority” shall mean (a) the government of (i) the United States of America or
      any state or other political subdivision thereof, or (ii) any jurisdiction
      in
      which the Company or any Subsidiary conducts all or any part of its business,
      or
      (b) any entity exercising executive, legislative, judicial, regulatory or
      administrative functions of, or pertaining to, any such government.

    


    “Holders”
      shall mean the Persons who shall from time to time, own, of record or
      beneficially, any Share. The term “Holder” shall mean any one of the
      Holders.

    


    “Material
      Adverse Effect” shall have the meaning set forth in Section
      2.1
      hereof.

    


    “Property”
      shall mean an interest in any kind of property or assets, whether real, personal
      or mixed, or tangible or intangible.

    


    “Redemption
      Price” shall have the meaning set forth in the Recitals.

    


    “Registration
      Rights Agreement” shall have the meaning set forth in Section
      1.2(B).

    


    “Rule
      144” shall have the meaning set forth in Section
      6.3(A)
      hereof.

    


    “Securities
      Act” shall mean the Securities Act of 1933, as amended prior to or after the
      date of this Agreement, or any federal statute or statutes which shall be
      enacted to take the place of such Act, together with all rules and regulations
      promulgated thereunder.

    


    “Securities
      and Exchange Commission” shall mean the United States Securities and Exchange
      Commission or any successor to the functions of such agency.

    


    “Securities
      Exchange Act” shall mean the Securities Exchange Act of 1934, as amended prior
      to or after the date of this Agreement, or any federal statute or statutes
      which
      shall be enacted to take the place of such Act, together with all rules and
      regulations promulgated thereunder.

    


    “Series
      H
      Preferred” shall mean the Company’s Series H Cumulative Preferred Stock, no par
      value.

    


    “Stock
      Offering” shall have the meaning set forth in Section
      4.1(A) hereof.

    


    “Subsidiary”
      shall have the meaning set forth in Section
      2.2
      hereof.


    
      
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    VII.

    


    MISCELLANEOUS

    


    8.1 Amendment
      and Waiver.

    


    (A) Any
      term,
      covenant, agreement or condition contained in this Agreement may be amended,
      or
      compliance therewith may be waived (either generally or in particular instances
      and either retroactively or prospectively), (i) if prior to the Closing, by
      written instruments signed by you and the Company, and (ii) if subsequent to
      the
      Closing, by written instruments signed by the Company and the Holders of a
      majority of the then outstanding Shares.

    


    (B) This
      Agreement shall not be altered, amended or supplemented except by written
      instruments. Any waiver of any term, covenant, agreement or condition contained
      in this Agreement shall not be deemed a waiver of any other term, covenant,
      agreement or condition, and any waiver of any default in any such term,
      covenant, agreement or condition shall not be deemed a waiver of any later
      default thereof or of any other term, covenant, agreement or condition. No
      delay
      on the part of any party in exercising any right, power or privilege hereunder
      shall operate as a waiver thereof.

    


    8.2 Lost,
      Etc., Securities.  Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of any certificate representing Shares and (in case
      of
      loss, theft or destruction) receipt of indemnity satisfactory to it, and upon
      reimbursement to the Company of all reasonable expenses incidental thereto,
      and
      upon surrender and cancellation of such certificate, if mutilated, the Company
      will make, and deliver, in lieu of such certificate, a new certificate of like
      tenor. Any certificate made and delivered in accordance with the provisions
      of
      this Section
      8.2
      shall be
      dated as of the date of the certificate in lieu of which such new certificate
      is
      made and delivered. If you or your affiliate are the beneficial owner of such
      lost, stolen or destroyed certificate, then the affidavit of your or your
      affiliate’s president (or other chief executive officer) and any vice president
      or treasurer (if you or your affiliate are a corporation) or your or your
      affiliate’s general partner (if you or your affiliate are a partnership),
      setting forth the fact of loss, theft or destruction and your or your
      affiliate’s beneficial ownership of such certificate at the time of such loss,
      theft or destruction shall be accepted as satisfactory evidence thereof, and,
      except as required by law, no indemnity shall be required as a condition to
      execution and delivery of a new certificate other than your or your affiliate’s
      written agreement to indemnify the Company and its directors, officers and
      agents. The term “outstanding” when used in this Agreement with reference to
      Shares as of any particular time, shall not include Shares in lieu of which
      a
      new certificate has been made and delivered by the Company in accordance with
      the provisions of this Section
      8.2.

    


    8.3 Survival
      of Covenants; Termination of Representations and Warranties.  All
      covenants contained herein or made in writing by the Company or by you in
      connection herewith shall survive the execution and delivery of this Agreement
      and the


    
      
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    issuance
      and sale or other transfer of Shares hereunder; provided, however, that all
      representations and warranties contained herein or made in writing by the
      Company or by you in connection herewith shall terminate immediately following
      the Closing.

    


    8.4 Severability.  In
      the event that any court or any governmental authority or agency declares all
      or
      any part of any Section of this Agreement to be unlawful or invalid, such
      unlawfulness or invalidity shall not serve to invalidate any other Section
      of
      this Agreement, and in the event that only a portion of any Section is so
      declared to be unlawful or invalid, such unlawfulness or invalidity shall not
      serve to invalidate the balance of such Section.

    


    8.5 Successors
      and Assigns.  All
      representations, warranties, covenants and agreements of the parties contained
      in this Agreement or made in writing in connection herewith, shall, except
      as
      otherwise provided herein, be binding upon and inure to the benefit of their
      respective nominees, successors and assigns and, in the case of a natural
      Person, of his heirs and personal representatives.

    


    8.6 Notices.  All
      communications provided for hereunder shall be in writing and delivered by
      hand,
      by express delivery service with confirmed receipt or by first-class or
      certified mail, postage prepaid, and, if to you or your nominee, addressed
      to
      you at the address set forth below your name on the first page hereof or at
      such
      other address as you may designate to the Company in writing and if to any
      Holder of Shares other than you or your nominee, addressed to such Holders
      at
      their respective addresses as shown on the books of the Company or its transfer
      agent, and if to the Company, addressed to the Company at its offices at CNA
      Financial Corporation, CNA Center, 333 South Wabash Avenue, Chicago, Illinois
      60604; Attention: Treasurer or such other place as shall be designated by the
      Company in writing.

    


    8.7 Governing
      Law.  The
      validity, meaning and effect of this Agreement shall be determined in accordance
      with the domestic laws of the State of Illinois applicable to contracts made
      and
      to be performed in that state without giving effect to any choice or conflict
      of
      law provision or rule (whether in the State of Illinois or any other
      jurisdiction) that would cause the application of the laws of any jurisdiction
      other than the State of Illinois.

    


    8.8 Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which shall together constitute one and the same
      document.

    


    8.9 Reproduction
      of Documents.  This
      Agreement and all documents relating hereto, including, without limitation,
      (a)
      consents, waivers and modifications which may hereafter be executed, (b)
      documents received by you at the Closing or thereafter (except certificates
      evidencing Shares) and (c) financial statements, certificates and other
      information previously or hereafter furnished to you, may be reproduced by
      you
      by any photographic, photostatic, microfilm, micro-card, miniature photographic
      or other similar process and you may destroy any original document so
      reproduced. The Company agrees and stipulates that any such reproduction, absent
      evidence of alteration, shall be


    
      
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    admissible
      in evidence as the original itself in any judicial or administrative proceeding
      (whether or not the original is in existence and whether or not such
      reproduction was made by you in the regular course of business) and that any
      enlargement, facsimile or further reproduction of such reproduction shall
      likewise be admissible in evidence.

    


    8.10 Transfers.  Any
      transferee to whom Shares are transferred in accordance with Article VI hereof
      shall be entitled to all rights and benefits to which the transferor would
      be
      entitled as an original Holder of the Shares so transferred.

    


    8.11 Headings.  The
      headings used herein are solely for the convenience of the parties and shall
      not
      constitute a part hereof or serve to modify or interpret the text.

    


    8.12 Entire
      Agreement and Exhibits.  This
      Agreement and the Exhibits hereto constitute and encompass the entire agreement
      and understanding of the parties hereto with regard to the transactions
      contemplated or provided for herein.

    


    *     *     *     *

    


    



    
      
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              Very
                truly yours,

            
	 	 
	 	
              CNA
                FINANCIAL CORPORATION

            
	 	 


    

    


    
      	 	
              By:

            	
              /s/
                D. Craig Mense

            
	 	 	
              Name:
                D. Craig Mense

            
	 	 	
              Title:
                Executive Vice President

            
	 	 	  
              and Chief Financial Officer
	 	 	 
	 	 	 


    

    


    
      	 	
              The
                terms of the foregoing Retirement Agreement are approved and accepted
                by
                the undersigned as of August 1,
                2006.

            


    

    


    
      	 	 
	 	 
	 	
              LOEWS
                CORPORATION

            
	 	 


    

    


    
      	 	
              By:

            	
              /s/
                Peter W. Keegan

            
	 	 	
              Name:
                Peter W. Keegan

            
	 	 	
              Title:
                Executive Vice President

            
	 	 	   and Chief
              Financial Officer
	 	 	   
	 	 	 
	 	 	 


    

    



    
      
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    EXHIBIT
      1.3

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement is entered into as of August __, 2006, between
      CNA
      Financial Corporation, a Delaware corporation (the “Company”),
      and
      Loews Corporation, a Delaware corporation (the “Purchaser”).

    


    Reference
      is made to the Series H Cumulative Preferred Stock Retirement Agreement, dated
      as of August 1, 2006, among the Company and the Purchaser (as amended,
      supplemented or modified from time to time, the “Retirement
      Agreement”).
      The
      execution of this Agreement is a condition to the closing of the transactions
      contemplated by the Retirement Agreement.

    


    The
      parties hereby agree as follows:

    


    1.                
      Definitions

    


    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

    


    Advice:  As
      defined in the last paragraph of Section 4 hereof.

    


    Affiliate:  of
      any specified person shall mean any other person directly or indirectly
      controlling or controlled by or under direct or indirect common control with
      such specified person. For the purposes of this definition, “control,” when used
      with respect to any person, means the power to direct the management and
      policies of such person, directly or indirectly, whether through the ownership
      of voting securities, by contract or otherwise and the terms “affiliated,”
“controlling” and “controlled” have meanings correlative to the
      foregoing.

    


    Agreement:  This
      Registration Rights Agreement, as the same may be amended, supplemented or
      modified from time to time in accordance with the terms hereof.

    


    Business
      Day:  Each
      Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
      banking institutions in New York, New York are authorized or obligated by law
      or
      executive order to close.

    


    Common
      Stock.  The
      common stock, $2.50 par value per share, of the Company.

    


    Company:  As
      defined in the Recitals hereto.

    


    Controlling
      person:  As
      defined in Section 6(a) hereof.

    


    Disclosure
      Package:  With
      respect to any offering shall mean any preliminary prospectus relating to such
      offering, any Issuer Free Writing Prospectus (as defined in Rule 433 promulgated
      by the SEC pursuant to the Securities Act) used in connection with such offering
      and any final term sheet used in connection with such offering.


    
      
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    Exchange
      Act:  The
      Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated by the SEC pursuant thereto.

    


    Holder:  The
      Purchaser and each transferee (including subsequent transferees) of Shares
      that
      are Transfer Restricted Securities registered in the name of the Purchaser
      or
      such transferee.

    


    Indemnified
      Person:  As
      defined in Section 6(a) hereof.

    


    Person:  An
      individual, partnership, corporation, limited liability company, professional
      corporation, trust, unincorporated organization, or a government or agency
      or
      political subdivision thereof.

    


    Prospectus:  The
      prospectus included in any Registration Statement (including, without
      limitation, a prospectus that discloses information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A or Rule 430B promulgated pursuant to the Securities Act), as amended
      or supplemented by any prospectus supplement, with respect to the terms of
      the
      offering of any portion of the Transfer Restricted Securities covered by such
      Registration Statement, and all other amendments and supplements to any such
      prospectus, including post-effective amendments, and all material incorporated
      by reference or deemed to be incorporated by reference, if any, in such
      prospectus.

    


    Purchaser:  As
      defined in the Recitals hereto.

    


    Registration
      Request:  As
      defined in Section 2(a) hereto.

    


    Registration
      Statement:  Any
      registration statement of the Company that covers any of the Transfer Restricted
      Securities pursuant to the provisions of this Agreement, including the
      Prospectus, amendments and supplements to such registration statement or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference or deemed to be incorporated by
      reference, if any, in such registration statement.

    


    Retirement
      Agreement:  As
      defined in the Recitals hereto.

    


    Rule
      144:  Rule
      144 promulgated by the SEC pursuant to the Securities Act, as such Rule may
      be
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the SEC as a replacement thereto having substantially the same effect as
      such
      Rule.

    


    SEC:  The
      Securities and Exchange Commission.

    


    Securities
      Act:  The
      Securities Act of 1933, as amended, and the rules and regulations promulgated
      by
      the SEC thereunder.

    


    Shares:  A
      total of 7,863,258 shares of Common Stock owned by the Purchaser at the time
      of
      any Registration Request or any request by the Purchaser pursuant to
      Section


    
      
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    2(b)
      of
      this Agreement; provided,
      that
      the maximum number of shares of Common Stock for which the Purchaser may make
      Registration Requests and requests pursuant to Section 2(b) of this Agreement
      is
      7,863,258.

    


    Transfer
      Restricted Securities:  The
      Shares until the earliest of (i) the date on which such Shares have been
      registered effectively pursuant to the Securities Act and disposed of in
      accordance with the Registration Statement or (ii) the date on which such Shares
      are sold pursuant to Rule 144 (or any similar provisions then in effect) or
      are
      salable pursuant to paragraph (k) of Rule 144.

    


    2.                
      Demand
      and Piggy-back Registrations

    


    (a) Upon
      the
      written request (a “Registration
      Request”)
      to
      register shares of Transfer Restricted Securities by Holders of not less than
      a
      majority of the then outstanding Transfer Restricted Securities, the Company
      will use its reasonable best efforts to file with the SEC as promptly as
      practicable thereafter (but in no event later than thirty (30) days following
      the date of receipt of a Registration Request), a Registration Statement under
      the Securities Act registering the resale of such Transfer Restricted Securities
      and will use its reasonable best efforts to effect the registration of the
      Transfer Restricted Securities under all applicable state securities and blue
      sky laws on or prior to 150 days following the date of receipt of a Registration
      Request. Such request shall state the intended method of disposition of the
      Transfer Restricted Securities sought to be registered, which may include the
      underwritten public offering of such Transfer Restricted Securities. Whenever
      the Company shall be requested to effect the registration of any Transfer
      Restricted Securities under the Securities Act pursuant to this Section 2(a),
      the Company shall promptly give written notice of such proposed registration
      to
      all Holders stating that such Holders have the right to request that any or
      all
      of the Transfer Restricted Securities owned by them be included in such
      registration. The Company shall include in such registration all Transfer
      Restricted Securities with respect to which the Company receives written
      requests from the Holders thereof for inclusion therein (stating the intended
      method of disposition of such Transfer Restricted Securities) if such requests
      are received within 20 calendar days of the Company’s delivery of written notice
      pursuant to the preceding sentence. The Registration Statement shall be on
      Form
      S-1 or S-3 under the Securities Act or another appropriate registration
      permitting registration of such Transfer Restricted Securities for resale by
      the
      Holders in the manner or manners reasonably designated by them. The holders
      shall be entitled to request not more than three (3) such registrations pursuant
      to this Section 2(a). The Company shall use its reasonable best efforts to
      keep
      the Registration Statement effective for a continuous period until such time
      as
      no Transfer Restriction Securities remain outstanding by supplementing and
      amending the Registration Statement to the extent necessary to ensure that
      it is
      available for sales of Transfer Restricted Securities by the holder thereof
      entitled to the benefits of this Section 2(a), and to ensure that it conforms
      with the requirements of this Agreement, the Securities Act and the rules,
      regulations or instructions applicable to the registration form used for such
      Registration Statement.

    


    (b) Piggy-back
      Registration Rights.  If
      the Company at any time proposes or is required to register any of its
      securities under the Securities Act or any applicable state


    
      
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    securities
      or Blue Sky laws on a form which permits inclusion of Transfer Restricted
      Securities, it will each such time give written notice to all Holders of then
      existing Transfer Restricted Securities of its intentions to do so. Upon the
      written request of any such Holder given within 20 days after receipt of any
      such notice, the Company will use its best efforts to cause all such Transfer
      Restricted Securities which such Holders shall have requested be registered
      to
      be registered under the Securities Act and any applicable state securities
      or
      blue sky laws all to the extent requisite to permit the sale or other
      disposition by such Holders of the Transfer Restricted Securities so registered;
      provided, however, if the offering proposed to be made is to be an underwritten
      public offering, and the managing underwriters of such public offering furnish
      a
      written opinion that the total amount of securities to be included in such
      offering would exceed the maximum amount of Securities (as specified in such
      opinion) which can be marketed without materially and adversely affecting such
      offering, then the relative rights to participate in such offering of the
      Holders of Transfer Restricted Securities, Holders of other securities having
      the right to include such securities in such registration, and the Company
      shall
      be in the following order of priority:

    


    First:  The
      Person or Persons (including the Company in the case of an offering initiated
      by
      the Company) requesting such registration shall be entitled to participate
      in
      accordance with the relative priorities, if any, as shall exist among them;
      and
      then

    


    Second:  The
      Holders of Transfer Restricted Securities and the holders of securities of
      the
      Company which have a right to include such securities in such registration
      shall
      be entitled to participate pro rata among themselves in accordance with the
      number of outstanding shares of Transfer Restricted Securities which each such
      Holder shall have requested be registered and the number of outstanding
      securities of the Company which a holder thereof shall have requested be
      registered; and then

    


    Third:  If
      such registration shall have been requested by a Person or Persons other than
      the Company, the Company shall be entitled to include securities in such
      registration.

    


    No
      registrations of Transfer Restricted Securities under this Section 2(b) shall
      relieve the Company of its obligation to effect registrations under Section
      2(a)
      hereof, or shall constitute a registration request by any Holder of Transfer
      Restricted Securities under Section 2(a).

    


    (c) Suspension
      of Registration Statement.
      Notwithstanding anything to the contrary in this Section 2, the Company may,
      by
      delivering written notice to the Holders, defer and suspend the filing of any
      Registration Statement covering Transfer Restricted Securities at any time
      if
      (i) the Company is in possession of material non-public information, (ii) the
      Company determines (based on advice of counsel) that such prohibition is
      necessary in order to avoid a requirement to disclose such material non-public
      information and (iii) the Company determines in good faith that disclosure
      of
      such material non-public information would have a material adverse effect on
      the


    
      
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    Company
      and its stockholders; provided,
      however,
      that
      upon the public disclosure by the Company of the material non-public information
      described in clause (i) of this paragraph, the suspension of the filing of
      the
      Registration Statement pursuant to this Section 2(c) shall cease and the Company
      shall promptly comply with Section 3(b) hereof. In no event shall any suspension
      of the filing of a Registration Statement pursuant to Section 2(c) exceed sixty
      (60) days or occur more than three (3) times in any twelve (12) month
      period.

    


    3.                
      Registration
      Procedures

    


    In
      connection with the Company’s registration obligations pursuant to Section 2
      above, the Company shall in compliance with the time frames set forth
      above:

    


    (a) prepare
      and file with the SEC a Registration Statement with respect to such Transfer
      Restricted Securities and use reasonable best efforts to cause such Registration
      Statement to be declared effective (unless it shall have become automatically
      effective upon filing) and to keep such Registration Statement effective until
      such time as none of such Transfer Restricted Securities remain outstanding
      and
      provide all requisite financial statements required for such Registration
      Statement to become effective and remain effective as provided herein. Upon
      the
      occurrence of any event that would cause any such Registration Statement or
      the
      Prospectus contained therein (A) to contain a material misstatement or omission
      or (B) not to be effective and usable for resale of Transfer Restricted
      Securities during the period required by this Agreement; the Company shall
      file
      promptly an appropriate amendment to such Registration Statement, (1) in the
      case of clause (A), correcting any such misstatement or omission, and (2) in
      the
      case of clauses (A) and (B), use its best efforts to cause such amendment to
      be
      declared effective (unless it shall have become automatically effective upon
      filing) and such Registration Statement and the related Prospectus to become
      usable for their intended purpose(s) as soon as practicable
      thereafter;

    


    (b) prepare
      and file with the SEC such amendments and post-effective amendments to the
      Registration Statement as may be necessary to keep the Registration Statement
      effective for the applicable period as specified in Section 2 hereof; cause
      the
      related Prospectus to be supplemented by any required Prospectus supplement,
      and
      as so supplemented to be filed pursuant to Rule 424 (or any similar provisions
      then in force) under the Securities Act; and comply with the provisions of
      the
      Securities Act with respect to the disposition of all securities covered by
      such
      Registration Statement during the applicable period in accordance with the
      intended method or methods of distribution by the sellers thereof set forth
      in
      such Registration Statement or supplement to the Prospectus;

    


    (c) advise
      the selling Holders and any underwriters promptly and, if requested by such
      Persons, confirm such advice in writing, (i) when the Registration Statement,
      post-effective amendment thereto, Prospectus or Prospectus supplement has been
      filed and/or become effective, (ii) of any request by the SEC for amendments
      to
      the Registration Statement or amendments or supplements to the Prospectus or
      for
      additional information relating thereto, (iii) of the issuance by the SEC of
      any
      stop order suspending 


    
      
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    the
      effectiveness of the Registration Statement under the Securities Act or of
      the
      suspension by any state securities commission of the qualification of the
      Transfer Restricted Securities for offering or sale in any jurisdiction, or
      the
      initiation of any proceeding for any of the preceding purposes, and (iv) of
      the
      existence of any fact or the happening of any event that makes any statement
      of
      a material fact made in the Registration Statement, the Prospectus, any
      amendment or supplement thereto or any document incorporated or deemed to be
      incorporated by reference therein untrue, or that requires the making of any
      additions to or changes in the Registration Statement in order to make the
      statements therein not misleading, or that requires the making of any additions
      to or changes in the Prospectus in order to make the statements therein, in
      the
      light of the circumstances under which they were made, not misleading. If at
      any
      time the SEC shall issue any stop order suspending the effectiveness of the
      Registration Statement, or any state securities commission or other regulatory
      authority shall issue an order suspending the qualification or exemption from
      qualification of the Transfer Restricted Securities under state securities
      or
      Blue Sky laws, the Company shall use its reasonable best efforts to obtain
      the
      withdrawal or lifting of such order at the earliest possible time;

    


    (d) furnish
      to any underwriters and each selling Holder named in any Registration Statement
      or Prospectus before filing with the SEC, copies of any Registration Statement
      or any Prospectus included therein or any amendments or supplements to any
      such
      Registration Statement or Prospectus (including all documents incorporated
      by
      reference after the initial filing of such Registration Statement), which
      documents will be subject to the review and comment of such Persons in
      connection with such sale, if any, for a period of at least five Business Days,
      and the Company will not file any such Registration Statement or any amendment
      or supplement to any such Registration Statement (including all such documents
      incorporated by reference) to which any such Person, shall reasonably object
      within five Business Days after the receipt thereof. A selling Holder shall
      be
      deemed to have reasonably objected to such filing only if such Registration
      Statement, amendment, or supplement, as applicable, as proposed to be filed,
      contains a material misstatement or omission or fails to comply with the
      applicable requirements of the Securities Act;

    


    (e) promptly
      following the filing of any document that is to be incorporated by reference
      into a Registration Statement, provide copies of such document to any
      underwriter and the selling Holders, make the Company’s representatives
      available for discussion of such document and other customary due diligence
      matters, and include such information in such document prior to the filing
      thereof as such Persons, reasonably may request.

    


    (f) make
      available at reasonable times for inspection by any underwriters and the selling
      Holders, and any attorney or accountant retained by Persons, all relevant
      financial and other records, pertinent corporate documents and properties of
      the
      Company and cause the Company’s officers, directors and employees to supply all
      relevant information reasonably requested by any Persons, attorney or accountant
      in connection with such Registration Statement or any post-effective amendment
      thereto subsequent to the filing thereof and prior to its
      effectiveness;

    



    
      
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    (g) if
      requested by any underwriter or selling Holders, promptly include in any
      Registration Statement or Prospectus, pursuant to a supplement or post-effective
      amendment if necessary, such information as such underwriter or selling Holders,
      may reasonably request to have included therein, including, without limitation,
      information relating to the “Plan of Distribution” of the Transfer Restricted
      Securities; and make all required filings of such supplement or post-effective
      amendment as soon as practicable after the Company is notified of the matters
      to
      be included therein;

    


    (h) furnish
      to any underwriter and each selling Holder, without charge, at least one copy
      of
      the Registration Statement, as first filed with the SEC, and of each amendment
      thereto, including all documents incorporated by reference therein and all
      exhibits (including exhibits incorporated therein by reference);

    


    (i) deliver
      to any underwriter and each selling Holder, without charge, as many copies
      of
      the Prospectus (including each preliminary prospectus) and any amendment or
      supplement thereto as such Persons reasonably may request; the Company hereby
      consents to the use (in accordance with law) of the Prospectus and any amendment
      or supplement thereto by any underwriter and each of the selling Holders in
      connection with the offering and the sale of the Transfer Restricted Securities
      covered by the Prospectus or any amendment or supplement thereto;

    


    (j) make
      such
      representations and warranties and take all such other actions in connection
      therewith in order to expedite or facilitate the disposition of the Transfer
      Restricted Securities pursuant to any Registration Statement contemplated by
      this Agreement as may be reasonably requested by any Holder of Transfer
      Restricted Securities in connection with any sale pursuant to any Registration
      Statement contemplated by this Agreement, and, at or prior to each closing
      of
      such sale, the Company shall:

    


    (A) furnish
      (or in the case of subparagraphs (2) and (3) below, use its best efforts to
      furnish) to any underwriter and each selling Holder:

    


    (1) a
      customary certificate signed on behalf of the Company by (x) the President
      or
      any Vice President and (y) a principal financial or accounting officer of the
      Company confirming, as of the date thereof, the matters similar to those covered
      in an officers certificate to underwriters in connection with primary
      underwritten offerings and such other similar matters as the Holders may
      reasonably request;

    


    (2) a
      customary opinion of counsel for the Company covering matters similar to those
      customarily covered in opinion letters of Counsel to underwriters in connection
      with primary underwritten offerings and such other matters as the Holders may
      reasonably request, and in any event including a statement to the effect that
      such counsel has participated in conferences with officers and other
      representatives of the Company, representatives of the independent public
      accountants for the Company and have considered the matters required to be
      stated therein and the 


    
      
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    statements
      contained therein, although such counsel has not independently verified the
      accuracy,completeness or fairness of such statements; and that such counsel
      advises that, on the basis of the foregoing (relying as to materiality to a
      large extent upon facts provided to such counsel by officers and other
      representatives of the Company and without independent check or verification),
      no facts came to such counsel’s attention that caused such counsel to believe
      that the (i) applicable Registration Statement, as of its most recent effective
      date immediately preceding the execution of the underwriting agreement,
      contained an untrue statement of a material fact or omitted to state a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading, (ii) the Disclosure Package as of the date of the first contract
      of sale following the execution of the underwriting agreement contained an
      untrue statement of a material fact or omitted to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading or (iii) Prospectus
      contained in such Registration Statement as of its date, contained an untrue
      statement of a material fact or omitted to state a material fact necessary
      in
      order to make the statements therein, in the light of the circumstances under
      which they were made, not misleading. Without limiting the foregoing, such
      counsel may state further that such counsel assumes no responsibility for,
      and
      has not independently verified, the accuracy, completeness or fairness of the
      financial statements, notes and schedules and other financial data included
      in
      any Registration Statement contemplated by this Agreement or the related
      Prospectus; and

    


    (3) customary
      comfort letters from the independent accountants of the Company, in the
      customary form and covering matters of the type customarily covered in comfort
      letters to underwriters in connection with primary Underwritten
      Offerings;

    


    (B) enter
      into an underwriting agreement in customary form with an underwriter or
      underwriters selected by the Holders; 

    


    (C) to
      the
      extent requested by the selling Holders, (1) make available for inspection
      by
      any underwriter participating in any disposition pursuant to a Registration
      Statement, and any attorney, accountant or other agent retained by any such
      underwriter, all financial and other records, pertinent corporate documents
      and
      assets of the Company, and cause the Company’s officers, directors, employees
      and independent accountants to supply all information reasonably requested
      by
      any underwriter, attorney, accountant or agent in connection with the
      registration statement, (2) make available appropriate management personnel
      for
      participation in the preparation and drafting of the registration or comparable
      statement, for due diligence and “road show” meetings, and (3) obtain a cold
      comfort letter from the Company’s independent public accountants addressed to
      the selling Holders in customary form and covering such


    
      
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    matters
      of the type customarily covered by cold comfort letters as the Holders of a
      majority of the Transfer Restricted Securities being sold reasonably request;
      and

    


    (D) deliver
      such other documents and certificates as may be reasonably requested by any
      underwriter or any of the selling Holders to evidence compliance with
clause
      (A) above.

    


    The
      above
      shall be done at each closing, and if at any time the representations and
      warranties of the Company contemplated in (A)(1) above cease to be true and
      correct, the Company shall so advise any underwriter and the selling Holders
      promptly and if requested by such Persons, shall confirm such advice in
      writing;

    


    (k) prior
      to
      any public offering of Transfer Restricted Securities, to register or qualify,
      or cooperate with any underwriter and the selling Holders, and their respective
      counsel in connection with the registration and qualification of the Transfer
      Restricted Securities under the securities or Blue Sky laws of such
      jurisdictions as the selling Holders may reasonably request and as reasonably
      required to permit the resale of such Transfer Restricted Securities in such
      jurisdictions and do any and all other acts or things necessary or advisable
      to
      enable the disposition in such jurisdictions of the Transfer Restricted
      Securities covered by the applicable Registration Statement; provided,
      however,
      that the
      Company shall not be required to register or qualify as a foreign corporation
      where it is not now so qualified or to take any action that would subject it
      to
      the service of process in suits or to taxation, other than as to matters and
      transactions relating to the Registration Statement, in any jurisdiction where
      it is not now so subject;

    


    (l) in
      connection with any sale of Transfer Restricted Securities that will result
      in
      such securities no longer being Transfer Restricted Securities, facilitate
      the
      timely preparation and delivery of certificates representing Transfer Restricted
      Securities to be sold and not bearing any restrictive legends; and to register
      such Transfer Restricted Securities in such denominations and such names as
      the
      Holders may request at least two Business Days prior to such sale of Transfer
      Restricted Securities;

    


    (m) use
      its
      reasonable best efforts to cause the disposition of the Transfer Restricted
      Securities covered by the Registration Statement to be registered with or
      approved by such other governmental agencies or authorities as may be necessary
      to enable the seller or sellers thereof to consummate the disposition of such
      Transfer Restricted Securities, subject to the proviso contained in clause
      (k)
      above;

    


    (n) subject
      to Section 3(c)(iv), if any fact or event contemplated by Section 3(c)(iv)
      above
      shall exist or have occurred, prepare a supplement or post-effective amendment
      to the Registration Statement or related Prospectus or any document incorporated
      therein by reference or file any other required document so that, as thereafter
      delivered to the purchasers of Transfer Restricted Securities, the Prospectus
      will not contain an untrue statement of a material fact or omit to state any
      material fact necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; 


    
      
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    (o) provide
      a
      CUSIP number for all Transfer Restricted Securities not later than the effective
      date of a Registration Statement covering such Transfer Restricted Securities
      and provide a transfer agent and registrar for the Transfer Restricted
      Securities not later than the effective date of the Registration Statement;
      and

    


    (p) agree
      with the selling Holders and any underwriters that no party may use a Free
      Writing Prospectus (as defined in Rule 405 promulgated by the SEC pursuant
      to
      the Securities Act) without the consent of the other parties.

    


    4.                
      Agreement
      of Holders

    


    Each
      Holder of Transfer Restricted Securities agrees that, upon receipt of any notice
      from the Company pursuant to Section 3(a) hereof or of the happening of any
      event of the kind described in Section 3(c)(iv) hereof, such Holder will
      forthwith discontinue disposition of such Transfer Restricted Securities covered
      by such Registration Statement or Prospectus until such Holder’s receipt of the
      copies of the supplemented or amended Prospectus contemplated by Section 3(d)
      hereof, or until it is advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus and,
      if so directed by the Company, such Holder will deliver to the Company (at
      the
      Company’s expense) all copies, other than permanent file copies, then in such
      Holder’s possession of the Prospectus covering such Transfer Restricted
      Securities at the time of receipt of such notice. In the event the Company
      shall
      give any such notice, the time period regarding the effectiveness of such
      Registration Statement set forth in Section 2(a) hereof, if applicable, shall
      be
      extended by the number of days during the period from and including the date
      of
      the giving of such notice pursuant to Section 3(c)(iii) or Section 3(c)(iv)
      hereof to and including the date when each selling Holder covered by such
      Registration Statement shall have received the copies of the supplement or
      amended Prospectus contemplated by Section 3(c) hereof or shall have received
      the Advice.

    


    5.                Registration
      Expenses 

    


    (a) Except
      as
      set forth in Section 5(b) below, all fees and expenses incident to the
      performance of or compliance with this Agreement by the Company shall be borne
      by the Company whether or not any Registration Statement is filed or becomes
      effective and whether or not any securities are issued or sold pursuant to
      any
      Registration Statement. The fees and expenses referred to in the foregoing
      sentence shall include, without limitation, (i) all registration and filing
      fees
      (including, without limitation, fees and expenses in compliance with securities
      or Blue Sky laws), (ii) printing expenses (including, without limitation,
      expenses of printing certificates for Transfer Restricted Securities and
      Prospectus), (iii) messenger, telephone and delivery expenses, (iv) fees and
      disbursements of counsel for the Company , (v) fees and disbursements of all
      independent certified special audit and “cold comfort” letters required by or
      incident to such performance, (vi) Securities Act liability insurance, if the
      Company so desires such insurance, and (vii) fees and expenses of all other
      persons retained by the Company. In 


    
      
        -24-


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    addition,
      the Company shall pay its internal expenses (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit, and the fees and expenses
      incurred in connection with the listing of the securities to be registered
      on
      any securities exchange.

    


    (b) In
      connection with any Registration Request hereunder, the following fees and
      expenses shall be borne by the Holders: (i) underwriters’ discounts, commissions
      and expenses, (ii) SEC registration fees and stock exchange listing fees with
      respect to the shares of Transfer Restricted Securities to be registered, and
      (iii) fees and disbursements of counsel for the Holders.

    


    6.                 
      Indemnification

    


    (a) The
      Company agrees to indemnify and hold harmless (i) each Holder and underwriter
      and (ii) each person, if any, who controls (within the meaning of Section 15
      of
      the Act or Section 20 of the Exchange Act) any Holder or underwriter (any of
      the
      persons referred to in this clause (ii) being hereinafter referred to as a
      “controlling
      person”)
      and
      (iii) the respective officers, directors, partners, employees, representatives
      and agents of any Holder, underwriter or any controlling person (any person
      referred to in clause (i), (ii) or (iii) may hereinafter be referred to as
      an
“Indemnified
      Person”),
      to
      the fullest extent lawful, from and against any and all losses, claims, damages,
      liabilities, judgments, actions and expenses (including without limitation
      and
      as incurred, reimbursement of all reasonable costs of investigating, preparing,
      pursuing or defending any claim or action, or any investigation or proceeding
      by
      any governmental agency or body, commenced or threatened, including the
      reasonable fees and expenses of counsel to any Indemnified Person) directly
      or
      indirectly caused by any untrue statement or alleged untrue statement of a
      material fact contained in any Registration Statement, the Disclosure Package
      or
      the Prospectus (or any amendment or supplement thereto), or caused by any
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein not misleading,
      except insofar as such losses, claims, damages, liabilities or expenses are
      caused by any such untrue statement or omission or alleged untrue statement
      or
      omission that is made in reliance, upon and in conformity with information
      relating to any of the Holders furnished in writing to the Company by any of
      the
      Holders expressly for use therein.

    


    In
      case
      any action or proceeding (including any governmental or regulatory investigation
      or proceeding) shall be brought against any Indemnified Person with respect
      to
      which indemnity may be sought against the Company pursuant to the preceding
      paragraph, such Indemnified Person (or the Indemnified Person controlled by
      such
      controlling person) shall promptly notify the Company in writing and the Company
      upon the request of such Indemnified Person, shall retain counsel reasonably
      satisfactory to the Indemnified Person, and shall pay the fees and disbursements
      of such counsel related to such proceedings (provided, that the failure to
      promptly give such notice shall not relieve the Company of its obligations
      pursuant to this Agreement except to the extent the Company was actually
      prejudiced by such failure). Such Indemnified Person shall have the right to
      employ its own counsel in any such action and the fees and expenses of such
      counsel shall be at the expense of the such Indemnified Person, unless (i)
      the
      employment 


    
      
        -25-


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    of
      such
      counsel shall have been specifically authorized in writing by the Company,
      (ii)
      the Company shall have failed to assume the defense and employ counsel or (iii)
      the named parties to any such action (including any impleaded parties) include
      both the Indemnified Person and the Company, and such Indemnified Person shall
      have been advised by counsel that there may be one or more legal defenses
      available to it which are different from or additional to those available to
      the
      Company (in which case the Company shall not have the right to assume the
      defense) it being understood, however, that the Company shall not, in connection
      with any one such action or proceeding or separate but substantially similar
      or
      related actions or proceedings in the same jurisdiction arising out of the
      same
      general allegations or circumstances, be liable for the reasonable fees and
      expenses of more than one separate firm of attorneys (in addition to any local
      counsel) for such Indemnified Persons, which firm shall be designated by the
      Indemnified Persons. The Company shall be liable for any settlement of any
      such
      action or proceeding effected with the Company’s prior written consent, and the
      Company agrees to indemnify and hold harmless each Indemnified Person from
      and
      against any loss, claim, damage, liability or expense by reason of any
      settlement of any action effected with the written consent of the Company.
      The
      Company shall not, without the prior written consent of such Indemnified Person,
      settle or compromise or consent to the entry of judgment in or otherwise seek
      to
      terminate any pending or threatened action, claim, litigation or proceeding
      in
      respect of which indemnification or contribution may be sought hereunder
      (whether or not any Indemnified Person is a party thereto), unless such
      settlement, compromise, consent or termination includes an unconditional release
      of such Indemnified Person from all liability arising out of such action, claim,
      litigation or proceeding.

    


    (b) Each
      Holder of Transfer Restricted Securities agrees, severally and not jointly,
      to
      indemnify and hold harmless the Company and its directors, officers, and any
      person controlling (within the meaning of Section 15 of the Act or Section
      20 of
      the Exchange Act) the Company, and its officers, directors, partners, employees,
      representatives and agents of each such person, to the same extent as the
      foregoing indemnity from the Company to each of the Indemnified Holders, but
      only with respect to claims and actions based on information relating to such
      Holder furnished in writing by such Holder expressly for use in any Registration
      Statement. In case any action or proceeding shall be brought against the Company
      or its directors or officers or any such controlling person in respect of which
      indemnity may be sought against a Holder, such Holder shall have the rights
      and
      duties given the Company (except that if the Company shall have assumed the
      defense thereof, such Holder shall not be required to do so, but may employ
      separate counsel therein and participate in the defense thereof but the fees
      and
      expenses of such counsel shall be at the expense of such Indemnified Holder,
      its
      directors or officers or such controlling persons) and the Company shall have
      the rights and duties given to each Holder by the preceding paragraph. In no
      event shall any Holder be liable or responsible for any amount in excess of
      the
      total proceeds (net of brokerage commissions) received by such Holder with
      respect to its sale of Transfer Restricted Securities pursuant to a Registration
      Statement.

    


    (c) If
      the
      indemnification provided for in this Section 6 is unavailable to an indemnified
      party under Section 6(a) or Section 6(b) hereof (other than by reason of



    
      
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    exceptions
      provided in those Sections) in respect of any losses, claims, damages,
      liabilities or expenses referred to therein, then each applicable indemnifying
      party, in lieu of indemnifying such indemnified party, shall contribute to
      the
      amount paid or payable by such indemnified party as a result of such losses,
      claims, damages, liabilities or expenses in such proportion as is appropriate
      to
      reflect the relative fault of the Company, on the one hand, and of the
      Indemnified Person, on the other hand, in connection with the statements or
      omissions which resulted in such losses, claims, damages, liabilities or
      expenses, as well as any other relevant equitable considerations. The relative
      fault of the Company, on the one hand, and of the Indemnified Person, on the
      other hand, shall be determined by reference to, among other things, whether
      the
      untrue or alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by the Company
      or by the Indemnified Person and the parties’ relative intent, knowledge and
      opportunity to correct or prevent such statement or omission. The amount paid
      or
      payable by a party as a result of the losses, claims, damages, liabilities
      and
      expenses referred to above shall be deemed to include, subject to the
      limitations set forth in the second paragraph of Section 6(a), any legal or
      other fees or expenses reasonably incurred by such party in connection with
      investigating or defending any action or claim.

    


    The
      Company and each Holder agree that it would not be just and equitable if
      contribution pursuant to this Section 6(c) were determined by pro rata
      allocation (even if the Holders were treated as one entity for such purpose)
      or
      by any other method of allocation which does not take account of the equitable
      considerations referred to in the immediately preceding paragraph. The amount
      paid or payable by an indemnified party as a result of the losses, claims,
      damages, liabilities or expenses referred to in the immediately preceding
      paragraph shall be deemed to include, subject to the limitations set forth
      above, any legal or other expenses reasonably incurred by such indemnified
      party
      in connection with investigating or defending any such action or claim.
      Notwithstanding the provisions of this Section 6, no Holder shall be required
      to
      contribute, in the aggregate, any amount in excess of the amount by which the
      total amount received by such Holder with respect to the sale of its Transfer
      Restricted Securities pursuant to a Registration Statement exceeds the amount
      paid by such Holder for such Transfer Restricted Securities. No person guilty
      of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
      shall be entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to
      this Section 6(c) are several in proportion to the respective shares of Transfer
      Restricted Securities held by each of the Holders hereunder and not
      joint.

    


    The
      indemnity, contribution and expense reimbursement obligations of the Company
      hereunder shall be in addition to any liability the Company may otherwise have
      under the Retirement Agreement or hereunder. The provisions of this Section
      6
      shall survive so long as Transfer Restricted Securities remain outstanding,
      notwithstanding any transfer or sale of the Transfer Restricted Securities
      by
      any Holder or any termination of this Agreement or the Retirement
      Agreement.


    
      
        -27-


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    7.                
      Information
      Requirements.

    


    The
      Company shall file the reports required to be filed by it under the Securities
      Act and the Exchange Act, and if at any time the Company is not required to
      file
      such reports, it will, upon the request of any Holders of Transfer Restricted
      Securities, make publicly available other information so long as necessary
      to
      permit sales pursuant to Rule 144 under the Securities Act. The Company further
      covenants that it will cooperate with any Holder of Transfer Restricted
      Securities and take such further reasonable action as any Holder of Transfer
      Restricted Securities may reasonably request (including, without limitation,
      making such reasonable representations as any such Holder may reasonably
      request), all to the extent required from time to time to enable such Holder
      to
      sell Transfer Restricted Securities without registration under the Securities
      Act within the limitation of the exemptions provided by Rule 144 under the
      Securities Act. Upon the request of any Holder of Transfer Restricted
      Securities, the Company shall deliver to such Holder a written statement as
      to
      whether it has complied with such filing requirements.

    


    8.               
      Miscellaneous

    


    (a) Remedies.  Each
      holder of Transfer Restricted Securities or the Company, in addition to being
      entitled to exercise all rights provided herein, in the Retirement Agreement
      or
      granted by law, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each holder
      of
      Transfer Restricted Securities agrees that monetary damages would not be
      adequate compensation for any loss incurred by reason of a breach by the Company
      of the provisions of this Agreement and hereby agrees to waive the defense
      in
      any action for specific performance that a remedy at law would be
      adequate.

    


    (b) No
      Inconsistent Agreements.  The
      Company shall not enter into any agreement with respect to its securities that
      is inconsistent with the rights granted to the holders of Transfer Restricted
      Securities in this Agreement or otherwise conflicts with the provisions hereof.
      The Company represents and warrants that as of the date hereof, the rights
      granted to the Holders of Transfer Restricted Securities hereunder do not in
      any
      way conflict with the rights granted to holders of the Company’s securities
      under other agreements.

    


    (c) Amendments
      and Waivers.  The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, without the written consent of the
      Holders of a majority of the then outstanding Transfer Restricted Securities;
      provided,
      however;
      that,
      for the purposes of this Agreement, Transfer Restricted Securities that are
      owned, directly or indirectly, by either the Company or an Affiliate of the
      Company shall not be deemed outstanding.

    


    Notices.  All
      notices and other communications provided for herein shall be made in writing
      by
      hand-delivery, next-day air courier, or certified first-class mail, return
      receipt requested:


    
      
        -28-


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


                       
      (i)  if
      to the
      Company, as provided in the Retirement Agreement,

    


    (ii) 
      if
      to the
      Purchaser, as provided in the Retirement Agreement, or

    


    (iii)
      if
      to any
      other person who is then the registered Holder of any Transfer Restricted
      Securities, to the address of such Holder as it appears in the Transfer
      Restricted Securities register of the Company.

    


    Except
      as
      otherwise provided in this Agreement, all such communications shall be deemed
      to
      have been duly given: when delivered by hand, if personally delivered; one
      Business Day after being timely delivered to a next-day air courier; five
      Business Days after being deposited in the mail, postage prepaid, if mailed;
      when answered back, if telexed; and when receipt is acknowledged by the
      recipient’s telecopier machine, if telecopied.

    


    (e) Successors
      and Assigns.  This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties, including subsequent Holders of Transfer
      Restricted Securities provided such subsequent Holders acquire such Transfer
      Restricted Securities directly from such Holder but without the need for an
      express assignment.

    


    (f) Counterparts.  This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and, all of which taken together shall constitute one and
      the
      same Agreement.

    


    (g) Governing
      Law; Venue.  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, as applied to contracts made and performed within the State
      of New York without regard to principles of conflicts of law. All suits or
      other
      actions (whether at law or in equity) to enforce rights pursuant to this
      Registration Rights Agreement may be brought only in (i) state courts of the
      state of Illinois in Cook County, (ii) state courts of the state of New York
      in
      New York County, (iii) state courts in the state of Delaware in New Castle
      County, or (iv) the United States District Court for (a) the Northern District
      of Illinois, (b) the Southern District of New York or (c) the District of
      Delaware. The Company and Holders of Transfer Restricted Securities, by their
      acceptance thereof, consent to the jurisdiction of such courts and waive any
      objections to venue or claim of forum non-conveniens with respect to all such
      suits and actions brought in any such court.

    


    (h) Severability.  The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law. If any term, provision, covenant or restriction of this
      Agreement is held by a court of competent jurisdiction to be invalid, illegal,
      void or unenforceable, the remainder of the terms, provisions, covenants and
      restrictions set forth herein shall remain in full force and effect and shall
      in
      no way be affected, impaired or invalidated, and the parties hereto shall use
      their reasonable efforts to find and employ an alternative means to achieve
      the
      same or substantially the same result as that contemplated by such term,
      provision, covenant or restriction. It is hereby 


    
      
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    stipulated
      and declared to be the intention of the parties that they would have executed
      the remaining terms, provisions, covenants and restrictions without including
      any of such that may be hereafter declared invalid, illegal, void or
      unenforceable.

    


    (i) Headings.  The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof. All references made in this
      Agreement to “Section” and “paragraph” refer to such Section or paragraph of
      this Agreement, unless expressly stated otherwise.

    


    (j) Owner
      of Transfer Restricted Securities.  The
      Company will maintain, or will cause its registrar and transfer agent to
      maintain, a register with respect to the Transfer Restricted Securities in
      which
      all transfers of Transfer Restricted Securities of which the Company has
      received notice will be recorded. The Company may deem and treat the Person
      in
      whose name Transfer Restricted Securities are registered in such register of
      the
      Company as the owner thereof for all purposes, including, without limitation,
      the giving of notices under this Agreement.

    


    (k) Further
      Assurances.  Each
      of the parties hereto shall use all reasonable efforts to take, or cause to
      be
      taken, all appropriate action, do or cause to be done all things reasonably
      necessary, proper or advisable under applicable law, and execute and deliver
      such documents and other papers, as may be required to carry out the provisions
      of this Agreement and the other documents contemplated hereby and consummate
      and
      make effective the transactions contemplated hereby.

    


    (l) Survival.  The
      provisions of Sections 5, 6 and 8(a) shall survive the termination of this
      Agreement.


    
      
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    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be duly executed as of the date first written above.

    


    
      	 	
              CNA
                FINANCIAL CORPORATION

            
	 	 


    

    


    
      	 	
              By:

            	
              /s/
                D. Craig Mense

            
	 	 	
              Name:
                D. Craig Mense

            
	 	 	
              Title:
                Executive Vice President

            
	 	 	
              and
                Chief Financial Officer

            
	 	 	 
	 	 	 


    

    


    
      	 	
              LOEWS
                CORPORATION

            
	 	 


    

    


    
      	 	
              By:

            	
              /s/
                Peter W. Keegan

            
	 	 	
              Name:
                Peter W. Keegan

            
	 	 	
              Title:
                Senior Vice President

            
	 	 	
              and
                Chief Financial
                Officer

            
	 	 	 
	 	 	 
	 	 	 


    

    


    


    


    



    
      
        -31-


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      4.2(C)

    


    August
      ,
      2006

    


    Loews
      Corporation

    667
      Madison Avenue

    New
      York,
      New York 10021-8087

    


    Attn:  General
      Counsel

    


    Gentlemen:

    


    I
      am
      providing this opinion as Executive Vice President, Secretary and General
      Counsel of CNA Financial Corporation, a Delaware corporation (the “Company”), in
      connection with the transactions contemplated by that certain Series H
      Cumulative Preferred Stock Retirement Agreement (the “Retirement Agreement”),
      dated as of August 1, 2006, by and between the Company and Loews Corporation
      (“Loews”), pursuant to which the Company will purchase all of the Company’s
      Series H Cumulative Preferred Stock, no par value per share, owned by Loews
      and,
      in consideration for which, the Company will issue and sell to Loews 7,863,258
      shares (the “Shares”) of the Company’s common stock, $2.50 par value per share,
      and pay $[________] in cash. Capitalized terms used herein, but not otherwise
      defined, shall have the meanings provided for such terms in the Retirement
      Agreement.

    


    In
      connection with the foregoing, I have examined the minute books and stock
      records of the Company; the Certificate of Incorporation and By-Laws of the
      Company; copies of the resolutions of the Board of Directors of the Company
      relating to the sale of the Shares. In addition, I have reviewed such documents
      and instruments, investigated such matters of law and have conferred with such
      officers and directors of the Company and have ascertained or verified to my
      satisfaction, such additional facts with respect to the Company which I have
      deemed necessary or appropriate for the purposes of rendering this
      opinion.

    


    In
      connection with this opinion, I have examined originals, or copies identified
      to
      my satisfaction as being true copies, of the following documents:

    


    (a) The
      Retirement Agreement; and

    


    (b) The
      Registration Rights Agreement (the “Registration Rights Agreement”), dated as of
      the date hereof, by and between the Company and Loews.

    


    The
      Retirement Agreement and the Registration Rights Agreement are hereinafter
      referred to collectively as the “Agreements”. 

    


    I
      do not
      express any opinion as to any matters governed by any laws other than the laws
      of the State of Illinois, the General Corporation Law of the State of Delaware
      and the Federal laws of the United States of America.


    
      
        -32-


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Based
      upon and qualified by the foregoing, I am of the opinion that:

            

                     (i) 
      The Company is a corporation duly organized, validly existing as a corporation
      in good standing under the laws of the State of Delaware; and

    
       

                       (ii)
        The Shares have been duly authorized and will, when issued and sold by the
        Company in accordance with the terms of the Agreement, be validly issued,
        fully
        paid and nonasessable; and 

       

                       (iii)
        The Agreements have been duly authorized, executed and delivered by the Company;
        and

       

                       (iv)
        The execution and delivery by the Company of, and the performance by the
        Company
        of its obligations under, the Agreements will not contravene the certificate
        of
        incorporation or by-laws of the Company or, to my knowledge, any provision
        of
        applicable law; and

       

                       (v)
        The Agreements constitute the legal, valid and binding obligations of the
        Company, enforceable against the Company in accordance with their terms,
        except,
        in each case, as may be limited by (i) any applicable bankrupty, insolvency,
        reorganization, receivership, moratorium, fraudulent conveyance, equitable
        subordination, readjustment of debt and other similar laws now or hereafter
        in
        effect affecting creditors' rights generally, (ii) general principles of
        equity,
        including, without limitation, concepts of materiality, reasonableness, public
        policy, good faith, fair dealing and the possible unavailability of specific
        performance, injunctive relief or other equitable relief (regardless of whether
        applied in a proceeding at law or in equity) and (iii) public policy
        considerations which, among other things, limit or restrict any agreement
        of any
        party to the Agreements relating to indemnification, contribution or exculpation
        of costs, expenses or liabilities incurred by any indemnified person in
        connection with the transactions contemplated by the Agreements.

       

      This
        opinion is being furnished pursuant to Section 4.3 of the Agreement and is
        for
        the sole benefit of the addressee hereto in connection with the above-described
        matter. This opinion may not be relied upon by you for any other purpose,
        or
        relied upon by any other person, firm or corporation or quoted, filed with
        any
        government authority or other regulatory agency or otherwise circulated or
        used
        for any other purpose without my prior consent. This opinion is limited to
        the
        matters set forth herein; no opinion may be inferred or implied beyond the
        matters expressly stated in this opinion. This opinion is rendered on the
        date
        hereof and I have no continuing obligation hereunder to inform you of changes
        of
        law or fact subsequent to the date hereof or facts of which I become aware
        after
        the date hereof.

       

      Very
        truly yours,

       

       

    

    
      
        -33-