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Time and Form of Payment
   (c)
    
    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 key employee, as defined in Code §409A, until 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 payments that would
otherwise be payable to a key employee during the six months following his
separation from service shall be accumulated and paid in a lump sum, without
interest, at the end of the six month period.
 (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 Operations Committees
discretion, or otherwise, except in accordance with an election made, if
permitted by the Administrator, not later than




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December 31, 2005, as provided by IRS Notice 2005-1, or as otherwise
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 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 (c); 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 if the election does not take effect for at least twelve months
and the payment is deferred by at least five years.
  (i)
    
    The Pre-2005 portion of a Choice 1 Participants benefit
shall be the deferred vested pension to which the Participant would be
entitled if he terminated on December 31, 2004, and shall not include the
value of any early retirement subsidy unless the Participant was eligible for
early retirement on December 31, 2004.
 (ii)
    
    The Pre-2005 portion of a Choice 2 Participants benefit
shall be his Accrued Pension Annuity (as defined in the Retirement Plan).
 (iii)
    
    The Pre-2005 portion of a benefit provided in a SERP
Agreement shall be vested benefit the Participant would be entitled to if he
terminated on December 31, 2004, as determined under the terms of the SERP
Agreement.
  st
 CNA FINANCIAL CORPORATIONBy:
    /s/      Thomas PontarelliThomas Pontarelli, ExecutiveVice President & Chief Administration
       Officer, Continental Casualty Company 2