CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




---



##### 



CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Table of Contents
 ARTICLE I GENERAL PROVISIONS
    
    
    11.1 Purpose
    
    
    11.2 Effective Date
    
    
    11.3 Company and Employers
    
    
    11.4 Plan Year
    
    
    11.5 Definitions and Rules of Construction
    
    
    1ARTICLE II ELIGIBILITY AND BENEFITS
    
    
    42.1 Eligibility
    
    
    42.2 Benefits
    
    
    42.3 Vesting
    
    
    52.4 Time and Form of Payment
    
    
    62.5 Death Benefits
    
    
    8ARTICLE III PAYMENT OF BENEFITS
    
    
    113.1 Source of Payment
    
    
    113.2 Establishment of Trust
    
    
    113.3 Withholding and Payroll Taxes
    
    
    113.4 Payment on Behalf of Disabled or Incompetent Persons
    
    
    113.5 Missing Participants or Beneficiaries
    
    
    12ARTICLE IV ADMINISTRATION
    
    
    134.1 Plan Administrator
    
    
    134.2 Administrators Powers
    
    
    134.3 Binding Effect of Rulings
    
    
    144.4 Claims Procedure
    
    
    144.5 Indemnity
    
    
    16ARTICLE V AMENDMENT AND TERMINATION OF PLAN
    
    
    175.1 Amendment
    
    
    175.2 Termination
    
    
    17ARTICLE VI MISCELLANEOUS
    
    
    186.1 Status of Plan
    
    
    186.2 Nonassignability
    
    
    186.3 No Contract of Employment
    
    
    186.4 Participant Litigation
    
    
    186.5 Participant and Beneficiary Duties
    
    
    186.6 Governing Law
    
    
    196.7 Validity
    
    
    196.8 Notices
    
    
    196.9 Successors
    
    
    19APPENDIX A FULL VESTING OF PARTICIPANTS AFFECTED BY CERTAIN EVENTS
    
    
    21




---



##### 



CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I  GENERAL PROVISIONS
 Purpose
 Effective Date
 Company and Employers
 Plan Year
 Definitions and Rules of Construction




---



##### 



- 2 -




---



##### 



- 3 -




---



##### 



ARTICLE II  ELIGIBILITY AND BENEFITS
 Eligibility.
     Benefits
  - 4 -




---



##### 



Vesting
 - 5 -




---



##### 



Time and Form of Payment
    - 6 -




---



##### 



(d)
    
    Anything else in this Plan, or a SERP Agreement, to the contrary notwithstanding:(i)
    
    Except as otherwise provided below, no part of the Post-2004
Portion of a Participants benefit shall be payable to any Participant until he
has incurred a separation from service as defined in Code §409A.(ii)
    
    No Post-2004 portion of a benefit shall be payable to a
Participant who is a designated employee, as defined in Code §409A, until the
first business day that is at least six months after he has incurred a
separation from service, unless the Participant is disabled. For this purpose,
a Participant shall be considered disabled only if he is receiving benefits
under a CNA disability plan for a period of at least three months, by reason of
a medically determinable physical or mental impairment which can be expected to
either result in death or last for a continuous period of not less than 12
months. Any portion of benefit payable to a designated employee that is
required to be delayed by reason of this paragraph (c)(ii) shall be calculated
as of the date on which it would otherwise have been paid and shall bear
interest from such date until the date of payment at the applicable interest
rate used to calculate the amount of the benefit. If the Participant dies
before the benefit is paid, the benefit shall be paid to the Participants
Beneficiary not more than ninety (90) days after the date of death. If the
Participant was a Choice 1 Participant not otherwise permitted to designate a
Beneficiary, the Administrator may permit the Participant to designate a
Beneficiary for this purpose, and otherwise the benefit shall be paid to the
Participants surviving spouse, if any, and otherwise to the Participants
estate. The identification of Participants as designated employees shall be
made as of December 31 of each year by Loews Corporation based upon the
employees of the controlled group of which Loews Corporation is the common
parent, and a Participant identified as a designated employee as of any
December 31 shall be subject to this provisions of this paragraph (c)(ii) if
the Participant incurs a separation from service during the twelve month period
commencing on the following April 1.(iii)
    
    In no event shall the distribution of any Post-2004 benefit be
accelerated to a time earlier than which it would otherwise have been paid,
whether by amendment of the Plan, exercise of the Administrators discretion,
or otherwise, except as permitted by regulations issued pursuant to Code §409A.(iv)
    
    In the event that the Administrator, in its sole discretion,
determines that any time or form of distribution provided for in the Plan, or
the existence of a right to elect a different time or form of distribution,
would cause the Plan to fail to meet the requirements of Code §409A, or
otherwise cause Participants to be subject to any adverse federal income tax
consequences, the Administrator shall adopt procedures modifying or removing
the form
 - 7 -




---



##### 



of distribution or election right, which shall be deemed an amendment to the
Plan.(v)
    
    Any SERP Agreement that provides for a different form or time
of payment shall specify the time and manner of payment, without Employer or
Participant discretion, at the time the SERP Agreement is entered into, and
shall otherwise comply with the requirements of this paragraph (d); provided
that, in addition to a severance from service, a SERP Agreement may provide for
benefits to be paid at a specified time or pursuant to a fixed schedule set
forth in the SERP Agreement, upon the occurrence of a change in ownership or
control of the Participants Employer, or in a substantial portion of its
assets, as defined in Code §409A, or upon the occurrence of an unforeseeable
emergency, as defined in Code §409A; and provided further that a SERP Agreement
may permit a Participant to elect to further defer the payment of his benefit,
or a SERP Agreement may be amended after December 31, 2008, to change the time
or form of payment, provided that any such change does not take effect for at
least twelve months and the payment is deferred by at least five years, and
otherwise complies with the requirements of Code §409A.(vi)
    
    A Participants benefit accrued under the CIC SERP, as
described in Section 2.2(d), shall be paid at the same time and in the same
form as the Participants Frozen CIC Benefit, subject to the discretion of the
Administrator, as successor to the Continental Corporation Retirement Plan
Committee, to pay such benefit in a lump sum at any time pursuant to Section
3.4 of the CIC SERP (without regard to the provisions thereof relating to lump
sum payments within 30 days following a Change in Control.) The entire amount
of a Participants CIC SERP benefit shall be considered part of the pre-2005
portion of the Participants benefit.
  Death Benefits
  - 8 -




---



##### 



- 9 -




---



##### 



- 10 -




---



##### 



ARTICLE III  PAYMENT OF BENEFITS
 Source of Payment
 Establishment of Trust
 Withholding and Payroll Taxes
 Payment on Behalf of Disabled or Incompetent Persons
 - 11 -




---



##### 



Missing Participants or Beneficiaries
 - 12 -




---



##### 



ARTICLE IV  ADMINISTRATION
 Plan Administrator
 Administrators Powers
 Interpretation of Plan
 Plan Procedures
 Benefit Determinations
 Enforcement of the Plan
 Maintenance of Plan Records
 - 13 -




---



##### 



Allocation of Duties
 Correction of Errors
 Binding Effect of Rulings
 Claims Procedure
   - 14 -




---



##### 



- 15 -




---



##### 



Indemnity
 - 16 -




---



##### 



ARTICLE V  AMENDMENT AND TERMINATION OF PLAN
 Amendment
 Termination
 - 17 -




---



##### 



ARTICLE VI  MISCELLANEOUS
 Status of Plan
 Nonassignability
 No Contract of Employment
 Participant Litigation
 Participant and Beneficiary Duties
 - 18 -




---



##### 



Governing Law
 Validity
 Notices
 Successors
  - 19 -




---



##### 



CNA FINANCIAL CORPORATIONBy:
    
    /s/ Thomas PontarelliThomas Pontarelli, Executive Vice President & Chief
Administration Officer, Continental Casualty Company
 - 20 -




---



##### 



APPENDIX A
FULL VESTING OF PARTICIPANTS AFFECTED BY CERTAIN EVENTS
 Sales of Business Units
  Transaction
    
    Closing Date
    
    Exceptions/Special RulesSale of Life Reinsurance Business Unit to MARC
    
    12/31/00
    
    NoneSale of CNA Credit Collection Agency, Inc., to Coface
    
    12/31/02
    
    NoneSale of CNA Group Operations to Hartford Financial Services Group
    
    12/31/03
    
    NoneSale of individual life insurance business to Swiss Re Life & Health America
    
    App. 3/31/04
    
    None
 - 21 -