exv10w8







Exhibit 10.8




CNA SUPPLEMENTAL EXECUTIVE SAVINGS

AND CAPITAL ACCUMULATION PLAN




Restated as of January 1, 2009




 









 





CNA SUPPLEMENTAL EXECUTIVE SAVINGS

AND CAPITAL ACCUMULATION PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I GENERAL PROVISIONS
	 	 	1	 
	1.1 Purpose
	 	 	1	 
	1.2 Effective Date
	 	 	1	 
	1.3 Company and Employers
	 	 	1	 
	1.4 Plan Year
	 	 	1	 
	1.5 Definitions and Rules of Construction
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II ELIGIBILITY AND BENEFITS
	 	 	5	 
	2.1 Eligibility
	 	 	5	 
	2.2 Elective Deferrals
	 	 	6	 
	2.3 Employer Contributions
	 	 	8	 
	2.4 Earnings
	 	 	9	 
	2.5 Vesting
	 	 	9	 
	2.6 Time and Form of Payment
	 	 	9	 
	2.7 Death Benefits
	 	 	12	 
	 
	 	 	 	 
	ARTICLE III PAYMENT OF BENEFITS
	 	 	13	 
	3.1 Source of Payment
	 	 	13	 
	3.2 Establishment of Trust
	 	 	13	 
	3.3 Withdrawals for Financial Emergency
	 	 	13	 
	3.4 Withholding and Payroll Taxes
	 	 	14	 
	3.5 Payment on Behalf of Disabled or Incompetent Persons
	 	 	14	 
	3.6 Missing Participants or Beneficiaries
	 	 	14	 
	3.7 Other Permitted Distributions
	 	 	15	 
	 
	 	 	 	 
	ARTICLE IV ADMINISTRATION
	 	 	16	 
	4.1 Administrator
	 	 	16	 
	4.2 Administrator’s Powers
	 	 	16	 
	4.3 Binding Effect of Rulings
	 	 	17	 
	4.4 Claims Procedure
	 	 	17	 
	4.5 Indemnity
	 	 	19	 
	 
	 	 	 	 
	ARTICLE V AMENDMENT AND TERMINATION OF PLAN
	 	 	20	 
	5.1 Amendment
	 	 	20	 
	5.2 Termination
	 	 	20	 
	 
	 	 	 	 
	ARTICLE VI MISCELLANEOUS
	 	 	21	 
	6.1 Status of Plan
	 	 	21	 
	6.2 Nonassignability
	 	 	21	 
	6.3 No Contract of Employment
	 	 	21	 






 









 






	 	 	 	 	 
	6.4 Participant Litigation
	 	 	21	 
	6.5 Participant and Beneficiary Duties
	 	 	21	 
	6.6 Governing Law
	 	 	22	 
	6.7 Validity
	 	 	22	 
	6.8 Notices
	 	 	22	 
	6.9 Successors
	 	 	22	 
	 
	 	 	 	 
	APPENDIX A FULL VESTING OF PARTICIPANTS AFFECTED BY CERTAIN EVENTS
	 	 	24	 








- ii -









 








CNA SUPPLEMENTAL EXECUTIVE SAVINGS

AND CAPITAL ACCUMULATION PLAN




ARTICLE I

GENERAL PROVISIONS




          1.1 Purpose. The purpose of this CNA Supplemental Executive Savings and Capital
Accumulation Plan (the “Plan”) is to enable selected Employees and former senior Employees of CNA
Financial Corporation (the “Company”) or its subsidiaries (the “Employers”) to elect to defer
additional compensation, and receive additional matching and other employer contributions, to
compensate them for the limitations imposed upon their benefits under the CNA Savings and Capital
Accumulation Plan in order to comply with the requirements of the Internal Revenue Code (the
“Code”), and also to permit the Employers to provide additional amounts of deferred compensation
for other key Employees and former Employees. The Plan was originally adopted jointly by the
Company and Continental Casualty Corporation, one of the Employers, effective as of January 1,
1987, under the name of the CNA Employees’ Supplemental Savings Plan, and has been amended from
time to time. The Plan was most recently restated as of January 1, 2003, pursuant to which
restatement the Company was granted the authority to adopt further amendments to the Plan. The
Plan is hereby further amended to incorporate certain amendments made since the last restatement,
to implement the requirements of §409A of the Code as enacted by the American Jobs Creation Act of
2004, and to make other changes.



          1.2 Effective Date. The Plan was originally effective as of January 1, 1987. This
amendment and restatement of the Plan shall be effective as of January 1, 2009. Except as
otherwise explicitly provided below, the rights of a Participant whose employment terminated, or
who otherwise became entitled to receive benefits, under the Plan prior to January 1, 2009, shall
be determined under the terms of the Plan as in effect at such time; provided that any provision of
this amended and restated plan that is required to be effective prior to such date in order for the
Plan to comply with §409A of the Code shall be effective as of such prior date.



          1.3 Company and Employers. The Plan is adopted for the benefit of selected Employees
and former Employees of the Company and the Employers. As of the effective date of this
restatement, Continental Casualty Company is the only Employer participating in the Plan. The
Administrator may permit any other company that is an affiliate or subsidiary of the Company to
participate in the Plan in such manner as the Administrator may determine. Each Employer is liable
for the payment of benefits to a Participant that is or was an Employee of such Employer. The
Company is the sponsor of the Plan for purposes of ERISA and the issuer of all interests in the
Plan for securities laws purposes.



          1.4 Plan Year. The Plan Year of the Plan shall coincide with the calendar year,
except as the Administrator shall otherwise determine.



          1.5 Definitions and Rules of Construction. As used in this Plan, certain capitalized
terms shall have the meanings set forth below. Capitalized terms not defined herein shall have the
meaning set forth in the S-CAP, if applicable. Nouns and pronouns which are of



 









 







one gender shall be construed to include all genders, and the singular shall include the
plural and vice-versa, except as the context otherwise clearly requires. Article and Section
headings are for ease of reference only and shall have no substantive meaning.



          (a) “Account” means the separate bookkeeping account maintained on the books of a
Participant’s Employer to reflect the amount owed to him pursuant to this Plan. Each Account shall
be divided into the following subaccounts:




	 	(i)	 	The Deferred Account shall include the amounts deferred by the
Participant pursuant to Section 2.2 and the income attributable thereto.
	 
	 	(ii)	 	The Matching Account shall include any amounts credited to the
Participant pursuant to Section 2.3(a) or (b) and the income attributable
thereto.
	 
	 	(iii)	 	The Employer Account shall include any amounts credited to the
Participant pursuant to Section 2.3(c) and the income attributable thereto.




Each Account of each Participant who participated in the Plan prior to January 1, 2005, shall be
divided into a Pre-2005 and a Post-2004 portion, as follows:





	 	(iv)	 	The Pre-2005 portion of the Deferred Account shall consist of
all amounts allocated to the Deferred Account on or before December 31, 2004,
and any earnings thereon.
	 
	 	(v)	 	The Pre-2005 portion of the Matching Account and the Employer
Account shall consist of the vested portions of such Accounts as of December
31, 2004, and any earnings thereon.
	 
	 	(vi)	 	The Post-2004 portion of each Account shall consist of any
amount not included in the Pre-2005 Portion.




The Administrator may establish additional subaccounts within a Participant’s Account, or may
combine two or more subaccounts. The term “Account”, when not otherwise specified, shall refer
collectively to all of the subaccounts comprising a Participant’s Account, and the terms “Pre-2005
Account” and “Post-2004 Account” shall mean, respectively, the Pre-2005 and Post-2004 Portions of a
Participant’s Accounts.



If a Participant participates in the Plan both as an Employee and subsequently as a former
Employee, he or she shall have two separate Accounts, and any election made by him with respect to
one Account shall have no effect on the other Account.




          (b) “Administrator” means the Company or such other person as the Company shall designate
pursuant to Section 4.1.



          (c) “Beneficiary” means the person or persons designated to receive the Participant’s Account
in the event of his or her death pursuant to Section 2.7.



          (d) “Board” means the Board of Directors of the Company.



- 2 -









 





          (e) “Choice 2 Participant” means a Participant who is treated as a “Choice 2 Participant”
under the S-CAP.



          (f) “Code” means the Internal Revenue Code of 1986, and any treasury regulations, rulings or
other authoritative administrative pronouncements interpreting the Code. If any provision of the
Code specifically referred to herein is amended or replaced, the reference shall be deemed to be to
the provision as so amended, or to the new provision, if such reference is consistent with the
purposes of the Plan.



          (g) “Company” means CNA Financial Corporation, and any successor thereto that assumes the
obligations of the Company under this Plan.



          (h) “Compensation” means Compensation as defined in Section 2.1(j) of the S-CAP for purposes
of determining a Participant’s Before-Tax, After-Tax and Matching Contributions, but without regard
to any limits on includable compensation imposed by the Tax Limits.



          (i) “Controlled Group” means the Company and all other entities that are part of a controlled
group of corporations, or group of trades or businesses under common control, that includes the
Company as defined in §414(b) or (c) of the Code; including, for avoidance of doubt, Loews
Corporation and its respective 80% owned subsidiaries.



          (j) “Deferral Agreement” means an agreement between an Active Participant and his or her
Employer specifying that a portion of his or her Compensation shall be withheld and credited to his
or her Account in the Plan pursuant to Section 2.2, or providing that additional amounts will be
credited to his or her Account pursuant to Section 2.3, or both, and any amendment thereto. To the
extent determined by the Administrator, a Deferral Agreement may take the form of an election made
by the Participant either in writing or through electronic communications, and a Participant’s
election to participate in the S-CAP may be treated as a Deferral Agreement under this Plan in the
absence of a contrary election. The term “Deferral Agreement” may also refer to any provision of
an employment, consulting, severance, or other agreement for the performance of services that makes
specific reference to this Plan and provides for deferred compensation.



          (k) “Employee” means any person employed by any Employer and classified as an Employee by such
Employer. Except as otherwise provided in Section 2.1(c), the term “Employee” shall not include a
person who is retained to provide services for an Employer as an independent contractor, or who
provides services for an Employer pursuant to an agreement or understanding, written or unwritten,
with a third party that such person shall be treated as an employee of the third party, but who is
subsequently determined to be an employee at common law, for purposes of any federal or state tax
or employment law, or for any other purpose.



          (l) “Employer” means any subsidiary of the Company that adopts the Plan and is the employer or
former employer of a Participant.



          (m) “ERISA” means the Employee Retirement Income Security Act of 1974, and any Labor
Department regulations, rulings or other authoritative administrative



- 3 -









 







pronouncements interpreting
ERISA. If any provision of ERISA specifically referred to herein is amended or replaced, the
reference shall be deemed to be to the provision as so amended, or to the new provision, if such
reference is consistent with the purposes of the Plan.



          (n) “Participant” means an Employee or former key Employee designated to participate in the
Plan pursuant to Section 2.1, while he or she has the right to any benefits under the Plan.
Participants are divided in Active Participants and Inactive Participants, as described in Section
2.1, and the term “Participant”, when not modified, shall refer to both Active and Inactive
Participants, unless clearly inconsistent with the context.



          (o) “Plan” means this CNA Supplemental Executive Savings and Capital Accumulation Plan, as
amended from time to time.



          (p) “Retirement Plan Compensation” means Retirement Plan Compensation as defined in the S-CAP
for purposes of determining a Choice 2 Participant’s Basic and Performance Contributions, but
without regard to any limits on includible compensation imposed by the Tax Limits.



          (q) “S-CAP” means the CNA Savings and Capital Accumulation Plan, as amended from time to time,
and, if appropriate, any new plan adopted by the Company to replace the S-CAP. In the case of a
Participant who participates in a plan maintained by his or her Employer other than the CNA Savings
and Capital Accumulation Plan, which plan is qualified under §401(a) of the Code and includes a
cash or deferred feature qualified under §401(k) of the Code, the term “S-CAP” with respect to such
Participant shall mean such other plan.



          (r) “Tax Limits” means the limitations imposed on a Participant’s benefits under the Plan to
satisfy the requirements of §401(a)(17), §402(g), or §415 of the Code.



- 4 -









 





ARTICLE II

ELIGIBILITY AND BENEFITS




          2.1 Eligibility



          (a) Only selected management and highly compensated Employees and former Employees who are
designated as provided herein shall be eligible to participate in the Plan. The Employees and
former Employees who are so designated to participate in the Plan shall be referred to herein as
“Active Participants” for so long as they have the right to have additional amounts credited to
their Accounts pursuant to Section 2.2 or 2.3. A person who is no longer an Active Participant,
but who still has an undistributed Account in the Plan, shall be referred to as an “Inactive
Participant.”



          (b) Unless otherwise determined by the Administrator, only the following Employees who are
eligible to participate in the S-CAP are eligible to participate in the Plan:




	 	(i)	 	An Employee whose Compensation for the Plan Year exceeds (or,
as determined by the Administrator, is expected to exceed) the limitation of
Code §401(a)(17);
	 
	 	(ii)	 	An Employee hired during the Plan Year with a base salary that
exceeds the limitation of Code §401(a)(17) (without regard to whether the
Employee’s total Compensation for the Plan Year is expected to exceed such
limitation shall be eligible to participate on his or her date of hire);
provided that such Employee has not participated (other than through accrual of
earnings on amounts previously deferred) in any account balance nonqualified
deferred compensation arrangement sponsored by the Company or any member of the
Controlled Group during the 24 month period prior to the date he or she is
hired, unless the employee received a distribution of his or her entire balance
in such plan during such 24 month period, and immediately prior to such
distribution was not eligible to continue to participate in such plan. An
Employee whose Compensation unexpectedly exceeds the limitation of §401(a)(17)
during a Plan Year, and who otherwise satisfies the requirements of the
preceding sentence (including any Basic or Performance Contributions under this
Plan during such 24 month period) may, if permitted by the Administrator, be
treated as have been hired on the date that his or her Compensation exceeds
such limit; and
	 
	 	(iii)	 	An Employee who will be a Choice 2 Participant shall be
eligible to participate, solely for purposes of being credited with Basic and
Performance Contributions, in the first Plan Year in which his or her
Retirement Plan Compensation exceeds the limitation of Code §401(a)(17).




- 5 -









 










Notwithstanding the foregoing, the Administrator may, in its sole discretion, determine at any time
that any Employee or group of Employees described in this paragraph (b) shall no longer be eligible
to participate.




          (c) Any Employer, with the consent of the Administrator, may enter into a Deferral Agreement
with a person not described in paragraphs (a) or (b), who may be either an Employee, a former
Employee, or a consultant or independent contractor, and such person shall thereby become an Active
Participant. To the extent necessary or appropriate, any reference in this Plan to “employment”
shall be modified and interpreted in the case of a former Employee or independent consultant in a
manner consistent with the intent of the Plan.



          2.2 Elective Deferrals.



          (a) Each Active Participant may, for any Plan Year in which he or she is also a participant in
the S-CAP, elect in his or her Deferral Agreement to accept a reduction in his or her Compensation
from his or her Employer equal to a whole percentage (not to exceed the maximum percentage
described below) of his or her Compensation. At present, the terms of the S-CAP do not permit a
Participant who is participating in the SES-CAP during a Plan Year to change his or her Before-Tax
Deferral election during the Plan Year; however, if the S-CAP is amended or terminated, or if for
any other reason a Participant is permitted to change his or her S-CAP Before-Tax Deferral election
during a Plan Year, the percentage withheld and credited to the Participant’s Deferral Account
shall be calculated as if the S-CAP Before-Tax Deferral election had not changed. The following
types of elections are permitted:




	 	(i)	 	A Participant who is a Highly Compensated Employee under the
terms of the S-CAP for a Plan Year may make a simultaneous contribution
election. The maximum percentage for a simultaneous contribution election
shall be equal to the highest percentage of Compensation that the Participant
would be permitted to defer as Before-Tax Contributions (including Roth
Contributions for all purposes of this paragraph (a)) if he or she were not a
Highly Compensated Employee under the provisions of the S-CAP applicable to him
for the Plan Year, reduced by the highest percentage of Compensation that a
Highly Compensated Employee is permitted to contribute as Before-Tax
Contributions for the Plan Year. If a Participant makes a simultaneous
contribution election, the elected percentage will be withheld from the
Participant’s Compensation beginning with the first paycheck in the Plan Year
(or the first paycheck after the Participant makes a deferral election in the
case of a Participant described in Section 2.1(b)(ii)) until the Participant’s
Before Tax Contributions to the S-CAP must be discontinued by reason of one of
the Tax Limits, and thereafter the percentage withheld from the Participant’s
compensation for the remainder of the Plan Year will be equal to the percentage
elected for excess contributions.
	 
	 	(ii)	 	A Participant may make an excess contribution election for any
Plan Year. The maximum percentage for an excess contribution election shall be
equal to the highest percentage of Compensation that a non-Highly





- 6 -









 





	 	 	 	Compensated Employee is permitted to defer as Before-Tax Contributions under
the S-CAP. If a Participant makes an excess contribution election, the
elected percentage will be withheld from the Participant’s Compensation
beginning with the first paycheck in the Plan Year in which the
Participant’s Before Tax Contributions to the S-CAP must be discontinued by
reason of one of the Tax Limits, and for the remainder of the Plan Year.





          (b) All deferral elections shall be made in accordance with procedures established by the
Administrator during the periods described below, and shall be irrevocable after the end of the
period during which the election may be made. Except as otherwise provided in procedures
established by the Administrator, a deferral election for one Plan Year shall apply to all future
Plan Years unless changed by the Participant during the applicable election period:




	 	(i)	 	Except as otherwise provided below, all deferral elections
shall be made not later than the last day of the Plan Year immediately
preceding the Plan Year to which the deferral election shall apply.
	 
	 	(ii)	 	An Employee who first becomes eligible to participate during a
Plan Year pursuant to Section 2.1(b)(ii) may make a deferral election not later
than 30 days after he or she becomes eligible, which deferral election shall
apply only to Compensation earned after the date of the election.





          (c) Any Employer, with the consent of the Administrator, may enter into a Deferral Agreement
with an Active Participant (including but not limited to a person described in Section 2.1(b))
which provides for Compensation to be withheld and credited to the Active Participant’s Deferral
Account on a basis different from that described in paragraph (a). Such a Deferral Agreement may
provide for the deferral of forms or amounts of compensation different from those defined as
Compensation in Section 1.5(h), including payments to a former Employee or independent contractor,
in which event such compensation shall be considered Compensation for all purposes of this Plan.
Notwithstanding the foregoing, effective January 1, 2005, if any Deferral Agreement permits a
Participant to defer any form of incentive compensation, as defined in Code §409A, that is measured
over a period of twelve months or more, the deferral election must be made not less than six months
before the end of the measurement period.



          (d) Amounts deferred pursuant to paragraph (a) shall be credited to the Active Participant’s
Deferral Account as of the date on which the deferred Compensation would otherwise have been paid.
No election, and no provision of any Deferral Agreement, shall permit a Participant to defer
Compensation already earned when the election is made. Effective January 1, 2005, all deferral
elections, including those under a Deferral Agreement, must be made not later than December 31 of
the immediately preceding year (except as otherwise provided in paragraph (b)(ii), or in paragraph
(c) with respect to deferrals of incentive compensation), and may thereafter be revoked or modified
only as permitted in regulations issued pursuant to Code §409A.



- 7 -









 





          2.3 Employer Contributions.



          (a) For each payroll period, the Employer of an Active Participant shall credit to the Active
Participant’s Matching Account an amount equal to the amount deferred by the Active Participant for
such payroll period under Section 2.2 multiplied by the Fixed Matching Contribution percentage
applicable to such Active Participant under the S-CAP. The Company shall also credit to the
Matching Account of an Active Participant any Fixed Matching Contribution that relates to a
Before-Tax made under the S-CAP, but which Fixed Matching Contribution cannot be allocated to such
Active Participant’s S-CAP account without exceeding the Tax Limits. The total amount of Fixed
Matching Contributions credited to an Active Participant’s Matching Account under this Section 2.3
for each Plan Year shall not exceed the excess of 6% the Active Participant’s total Compensation
for the Plan Year reduced by all Fixed Matching Contributions allocated to his or her account in
the S-CAP for the same Plan Year.



          (b) In addition to the amounts set forth above, at the end of each Plan Year the Employer of
an Active Participant who is a Choice 2 Participant shall credit to the Active Participant’s
Matching Account an amount equal to the amount deferred by the Active Participant for the Plan Year
pursuant to Section 2.2, multiplied by the Variable Matching Contribution percentage applicable to
such Active Participant under the S-CAP. The Company shall also credit to the Matching Account of
an Active Participant any Variable Matching Contribution that relates to a Before-Tax Contribution
made under the S-CAP, but which Matching Contribution cannot be allocated to such Active
Participant’s S-CAP account without exceeding the Tax Limits.



          (c) In addition to the amounts set forth above, at the end of each Plan Year or pay period, as
applicable, the Employer of an Active Participant who is a Choice 2 Participant shall credit to the
Active Participant’s Employer Contribution Account an amount equal to the portion of the Active
Participant’s Retirement Plan Compensation that exceeds the Tax Limits multiplied by the applicable
Basic and Performance Contribution percentages applicable to such Active Participant under the
S-CAP. The Company shall also credit to the Employer Contribution Account of an Active Participant
any Basic or Performance Contribution that cannot be allocated to such Active Participant’s S-CAP
account without exceeding the Tax Limits.



          (d) Anything else contained herein to the contrary notwithstanding, the amount credited to an
Active Participant’s Matching Account or Employer Contribution Account pursuant to paragraph (a),
(b) or (c) for any Plan Year shall not exceed the amount of additional Fixed Matching, Variable
Matching, Basic or Performance Contributions, as the case may be, that would have been allocated to
the Active Participant’s S-CAP account for the same Plan Year if the Tax Limits did not apply.



          (e) Any Employer, with the consent of the Administrator, may enter into a employment
agreement, or adopt employment policies, with or applicable to an Active Participant (including but
not limited to a person described in Section 2.1(b)) which provides for amounts to be credited to
the Active Participant’s Matching or Employer Account on a basis different from that described in
paragraph (a), (b) or (c). Such an agreement or policy shall



- 8 -









 







specify the basis upon which the amount to be so credited shall be determined, and may also
specify a vesting schedule different than that specified in Section 2.5.



          2.4 Earnings.



          (a) Except as otherwise provided in paragraph (b), earnings shall be credited to each
Participant’s Account at the projected rate of return on the Fixed Income Fund established under
the S-CAP. In the event that the Fixed Income Fund is no longer offered as an investment
alternative under the S-CAP, the Administrator shall designate a reasonably equivalent investment
option under the S-CAP to be used to measure the rate at which earnings shall be credited.



          (b) At any time after the effective date of this restatement, the Administrator may designate
selected mutual funds or other investment media (“funds”), and each Participant shall have the
right to have earnings (including realized and unrealized gains and losses) on his or her Account
computed as if it had been invested in such funds in such proportions as the Participant shall
elect. The funds may be the same as the Investment Funds designated under the S-CAP, or may
exclude some or all of such Investment Funds or include other funds as the Administrator may
determine. The portion of each Participant’s Account that is deemed to be invested in each fund
shall be a whole percentage, and elections may be changed at such intervals and in such manner as
the Administrator may determine. The Administrator shall have the authority to select and
discontinue funds at any time, to establish a rate at which interest shall be credited on Accounts
with respect to which no fund election is in effect, and otherwise to establish rules and
procedures with respect to the calculation and crediting of earnings, including changing the
intervals at which fund elections may be made or at which earnings are posted, and establishing a
minimum or maximum percentage that may be deemed invested in any fund.



          (c) Anything else contained herein to the contrary, in no event shall any Participant be
allowed to elect a rate of return on his or her Account retroactively, and in all cases earnings
shall be computed in such a manner that they shall not be considered additional deferred
compensation for purposes of FICA withholding under §3121(v) of the Code.



          2.5 Vesting. The balance in a Participant’s Deferral Account shall be fully vested
and nonforfeitable at all times. The balance in a Participant’s Matching Account or Employer
Account (or any subaccount thereof) shall be vested at the same times and to the same extent as the
Participant’s analogous account in the S-CAP (except as otherwise provided in a Deferral Agreement
with respect to amounts credited pursuant to Section 2.3(b)); provided, however, that an event that
results in the S-CAP accounts of a group of Participants being vested without regard to their years
of service, including but not limited to the sale of a business unit or a determination that a
partial termination of the S-CAP has occurred, shall apply to this Plan if and only if such event
is listed in Appendix A to this Plan. To the extent a Participant’s Account is not vested at the
time of his or her termination of employment for any reason, the non-vested portion shall be
forfeited, and neither the Company nor any Employer shall have any further obligation to him
whatsoever with respect to the forfeited portion.



          2.6 Time and Form of Payment.



- 9 -









 





          (a) Except as otherwise provided in paragraph (c), the vested balance in a Participant’s
Account shall be paid to the Participant in one of the following manners, as elected by the
Participant in accordance with paragraph (b):




	 	(i)	 	In a single lump sum, paid as soon as practical, but in no
event more than 90 days following the Participant’s termination of employment;
	 
	 	(ii)	 	In a single lump sum, paid during January of the year following
the year that includes the Participant’s termination of employment; or
	 
	 	(iii)	 	In a series of not more than 10 annual installments, payable
during January of each year commencing with the year following the year that
includes the Participant’s termination of employment. Each such installment
shall be equal to the remaining balance in Participant’s Account immediately
prior to the payment of such installment divided by the number of installments
remaining to be paid.





          (b) The time and method of payment shall be elected by the Participant in accordance with the
procedures established by the Administrator at the earlier of the following times:




	 	(i)	 	When the Participant enters into his or her first Deferral
Agreement or,
	 
	 	(ii)	 	In the case of a Choice 2 Participant, not later than 30 days
after the date of the paycheck that causes his or her Retirement Plan
Compensation to exceed the §401(a)(17) limit in the first year in which his or
her Retirement Plan Compensation exceeds such limit; provided, however, that if
such Participant has deferred compensation or accrued a benefit under any
nonqualified deferred compensation plan in any prior year (within the meaning
of the last sentence of Treasury Regulation §1.409A-2(a)(7)(iii)), the payment
election shall not apply to any deferred compensation for services provided
prior to the date of the election (including the Participant’s annual bonus for
the prior year), and such deferred compensation and the earnings thereon shall
instead be paid as if no election had been made.




If the Participant does not specify a time and method of payment, the vested balance in his or her
Account shall be distributed in a single lump sum as soon as administratively feasible, but not
more than 90 days, following his or her termination of employment. The initial election or deemed
election as to the time and form of distribution cannot be changed.




          (c) Anything else in this Plan, or a Deferral Agreement, to the contrary notwithstanding:




	 	(i)	 	Except as otherwise provided below, no part of a Participant’s
Post-2004 Account shall be payable until the Participant has incurred a
separation from service as defined in Code §409A.




- 10 -









 






	 	(ii)	 	No part of a Participant’s Post-2004 Account 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 or she has incurred
a separation from service, unless the Participant is disabled. For this
purpose, a Participant shall be considered disabled only if he or she has
received 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. 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 the 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 Account 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 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 of distribution or election right, which shall be deemed an amendment
to the Plan.
	 
	 	(v)	 	Any Deferral 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 Deferral Agreement is entered into,
and shall otherwise comply with the requirements of this paragraph (b);
provided that, in addition to a severance from service, a Deferral Agreement
may provide for benefits to be paid at a specified time or pursuant to a fixed
schedule set forth in the Deferral Agreement, or 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, and provided
further that a Deferral Agreement may permit a Participant to elect to further
defer the distribution of his or her Account if the election does not take
effect for at least twelve months and the distribution of the Post-2004 Account
is deferred by at least five years.




- 11 -









 











          2.7 Death Benefits.



          (a) If a Participant dies while still employed, his or her Account shall be fully vested and
shall be paid to his or her Beneficiary in a single lump sum. If a Participant dies after his or
her employment has been terminated but before his or her Account has been paid in full, the
remaining balance in his or her Account shall be paid to his or her Beneficiary in a single lump
sum, regardless of whether the Participant has elected payment in installments. All payments to
Beneficiaries shall be within 90 days following the Participant’s death.



          (b) A Participant’s Beneficiary shall be the person or persons designated by the Participant
in his or her Deferral Agreement. A Participant may change his or her Beneficiary from time to
time without the consent of the Beneficiary. Subject to rules, procedures, and limitations
established by the Administrator, a Beneficiary may be an entity (including a trust or nonprofit
organization), and the Participant may designate multiple or contingent Beneficiaries and specify
the manner in which his or her Account will be divided among them. All designations of
Beneficiaries, and revocations or changes in designations, shall be made in accordance with rules,
procedures and limitations prescribed by the Administrator. No designation of a Beneficiary, and
no revocation or change in a designation, shall be effective until actually received by the
Administrator in writing, and the Administrator’s determination of a Participant’s Beneficiary, if
made in good faith, shall be final and conclusive on all parties.



          (c) The determination of the Participant’s Beneficiary shall be made at the time of his or her
death. If there is no designated Beneficiary living at the time of the Participant’s death, his or
her Beneficiary shall be the person designated as his or her beneficiary under the S-CAP, or any
similar retirement plan which permits the Participant to designate a beneficiary, as determined by
the Administrator in its sole discretion (regardless of whether such designation is invalid solely
by reason of §401(a)(11) of the Code or Section 205 of ERISA by reason of the failure of the
Participant’s spouse to consent) or, if no beneficiary is designated under the S-CAP or any such
other plan, his or her estate. If the Participant has designated more than one Beneficiary and not
specified the manner in which his or her Account shall be divided, it shall be divided among all
living Beneficiaries at the time of his or her death, per stirpes.



- 12 -









 





ARTICLE III

PAYMENT OF BENEFITS




          3.1 Source of Payment. All payment of benefits under the Plan shall be made directly
from the general funds of the Participant’s Employer. Each Employer shall establish separate
bookkeeping accounts to reflect its liability under the Plan and may, but shall not be obligated
to, invest in insurance or annuity contracts or other assets to assure a source of funds for the
payment of benefits, but any such bookkeeping account, insurance or annuity contracts, or other
investment shall constitute assets solely of such Employer, and Participants shall have no right,
title or interest therein prior to payment of their benefits hereunder. The right of any
Participant or other person to receive benefit payments under the provisions of this Plan shall be
no greater than the right of any unsecured general creditor of the Participant’s Employer. This
Plan shall not create nor be construed to create a trust or fiduciary relationship in favor of any
person whatsoever.



          3.2 Establishment of Trust. The Company may, but shall in no event be required to,
establish one or more trusts and contribute, or cause Employers to contribute, amounts to such
trusts to be used for the payment of benefits under this Plan. Any such trust shall be of the type
commonly referred to as a “rabbi trust”, and the Company or Employer shall be treated as the owner
of the assets of such trust for tax purposes in accordance with §671-§678 of the Code. The assets
of any such trust shall remain subject to the claims of creditors of the Company or the Employer
contributing such assets, and no Participant or any other person shall have any beneficial interest
in or other claim to the assets of any such trust beyond that of a general creditor as provided in
Section 3.1. Any payments made to or on behalf of a Participant or Beneficiary from any such trust
shall fully discharge the liability of the Company or Employer to such Participant or Beneficiary
under the Plan to the extent of the amount so paid. The Administrator shall have the right to
select, remove, and replace the trustee thereof at any time in its sole discretion, and shall enter
into one or more agreements governing such trust containing such terms as it determines, and may
modify, amend or revoke any such agreements, all in its sole discretion.



          3.3 Withdrawals for Financial Emergency. A Participant may withdraw part or all of
the vested portion of his or her Account if the amount withdrawn is reasonably necessary to satisfy
an unforeseeable financial emergency. Any such withdrawals shall be subject to such rules,
procedures and limitations as the Administrator may, in its sole discretion, determine. For
purposes of this Section 3.3, an unforeseeable financial emergency means a severe financial
hardship to the Participant resulting from a sudden and unexpected illness or accident of the
Participant, one of his or her dependents (as defined in §152(a) of the Code), or the person
designated as the Participant’s primary Beneficiary, loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. A financial hardship that is foreseeable or within
the Participant’s control, such as the need or desire to purchase a residence or to send a child to
college, shall not be considered an unforeseeable financial emergency. The determination of
whether a Participant’s need for funds constitutes an unforeseeable financial emergency shall be
made in accordance with the requirements of §409A of the Code. The amount withdrawn may not exceed
the amount necessary to satisfy the financial hardship (taking into account any tax



- 13 -









 







payable on the withdrawal), determined after taking into account other sources of funds
available to the Participant, including but not limited to reimbursement or compensation by
insurance or otherwise, and the liquidation of other assets to the extent that such liquidation
would not itself cause severe financial hardship. If a Participant has a financial hardship, the
Participant’s Deferral Agreement, if any, shall be revoked for the Plan Year (and no subsequent
Deferral Agreement may be made for the same Plan Year), and the additional income resulting from
such revocation shall be taken into account in determining the amount of distribution reasonably
necessary to relieve the financial hardship. A Participant shall not be required to take any
hardship withdrawal or loan to which he or she is entitled under the S-CAP or any other tax
qualified retirement plan as a condition of receiving a distribution pursuant to this Section 3.3,
but if a Participant receives a hardship withdrawal from the S-CAP or any other tax-qualified
§401(k) plan maintained by an Employer and the terms of such plan require a suspension of the
Participant’s deferrals for six months following the date of the distribution, then the
Participant’s Deferral Agreement shall be permanently revoked with respect to any compensation paid
or payable to the Participant during such six month period.



          3.4 Withholding and Payroll Taxes. The Administrator shall withhold, or shall direct
the person making any payment to withhold, from payments made hereunder any taxes required to be
withheld from a Participant’s wages for the federal or any state or local government. To the
extent that benefits hereunder are subject to tax under the Federal Insurance Contributions Act or
any other law prior to the time that they become payable, the Administrator may withhold, or direct
the Participant’s Employer to withhold, the amount of such taxes from any other compensation or
other amounts payable to the Participant. The Administrator’s determination of the amount to be so
withheld shall be final and binding on all parties.



          3.5 Payment on Behalf of Disabled or Incompetent Persons. If a Plan benefit is
payable to a minor or a person declared incompetent or to a person whom the Administrator, in its
sole discretion, determines to be incapable of handling the disposition of property, the
Administrator may direct payment of such Plan benefit to the guardian, legal representative or
person having the care and custody of such minor or incompetent person, or to any other person,
including any family member, whom the Administrator determines in its sole discretion to be best
suited to receive and apply the payment for the benefit of such person. The Administrator may
require proof of incompetency, minority, incapacity or guardianship as it may deem appropriate
prior to distribution of the Plan benefit. Such distribution shall completely discharge the
Company and the Participant’s Employer from all liability with respect to such benefit.



          3.6 Missing Participants or Beneficiaries. If the Administrator is unable to locate
any Participant, Beneficiary or other person entitled to benefits under this Plan, the
Administrator may, in its sole discretion, either cause all or a portion of such payment to be
forfeited and to reduce its obligations under this Plan, or may pay all or a portion of such
benefit to members of the missing person’s family or such other person as it may determine in its
sole discretion to be fair and equitable. Any payment made pursuant to this Section 3.6 shall
fully discharge the obligation of the Company and all Employers under this Plan with respect to the
amount so paid.



- 14 -









 





          3.7 Other Permitted Distributions. Notwithstanding the foregoing provisions of this
Article III, the Administrator in its sole discretion may provide for all or a portion of the
balance in a Participant’s Account to be distributed to the Participant, provided that no
Participant may be allowed to elect to receive such a distribution:



          (a) If the total balance in a Participant’s Account does not exceed the limit in effect under
§402(g) of the Code, the Administrator may direct that the entire balance be distributed to the
Participant in full satisfaction of his or her interest in the Plan, provided that the
Participant’s entire balance in all other account balance deferred compensation plans maintained by
any member of the Controlled Group is also distributed to the Participant (and is taken into
account in determining whether the total balance exceeds the limit in effect under §402(g)).



          (b) If any portion of a Participant’s Account is determined to be includible in the
Participant’s taxable income by reason of the operation of §409A of the Code, the amount includible
in income shall be distributed to the Participant as soon as practical.



          (c) The Administrator may direct that the Participant’s portion of the FICA tax imposed on
amounts deferred under the Plan pursuant to §3121 of the Code be charged to the Participant’s
Account, provided that the total amount charged to the Account shall not exceed the FICA tax plus
income tax withholding on the amount applied to payment of the FICA tax.



- 15 -









 





ARTICLE IV

ADMINISTRATION




          4.1 Administrator. This Plan shall be administered by Continental Casualty Company,
which shall be the “administrator” for purposes of Section 3(16)(A) of the Employee Retirement
Income Security Act of 1974. The Company may designate one or more persons who may be officers or
Employees of any Employer, to exercise any of its authority or carry out any of its duties under
the Plan, but such person shall not be considered the “administrator” unless specifically so
designated in a resolution of the Board. In the absence of any other designation, the senior
officer of Continental Casualty Company responsible for human resources, or persons acting under
his or her supervision, shall be so designated. In addition, Continental Casualty Company has
established an Operations Committee to oversee the operation of various retirement plans, and the
Operations Committee shall have the authority on behalf of the Administrator to adopt rules,
regulations and procedures, to hear all appeals from denied claims under Section 4.4, and to
consider all other issues related to the administration of the Plan referred to it by senior
officer of Continental Casualty Company responsible for human resources and his or her delegates.



          4.2 Administrator’s Powers. The Administrator shall have such powers as may be
necessary to discharge its duties hereunder, including, but not by way of limitation, the following
powers, rights and duties:




     (a) Interpretation of Plan. The Administrator shall have the power,
right and duty to construe and interpret the Plan provisions and to determine all
questions arising under the Plan including questions of Plan participation,
eligibility for Plan benefits and the rights of Employees, Participants,
Beneficiaries and other persons to benefits under the Plan and to determine the
amount, manner and time of payment of any benefits hereunder.




     (b) Plan Procedures. The Administrator shall have the power, right and
duty to adopt procedures, rules, regulations and forms to be followed by Employees,
Participants, Beneficiaries and other persons or to be otherwise utilized in the
efficient administration of the Plan and as are consistent with the Plan.




     (c) Benefit Determinations. The Administrator shall have the power,
right and duty to make determinations as to the rights of Employees, Participants,
Beneficiaries and other persons to benefits under the Plan and to afford any
Participant or Beneficiary dissatisfied with such determination with rights pursuant
to a claims procedure adopted by the Administrator in accordance with Section 4.4.




     (d) Enforcement of the Plan. The Administrator shall have the power,
right and duty to enforce the Plan in accordance with the terms of the Plan and to
enforce its procedures, rules or regulations.



- 16 -









 






     (e) Maintenance of Plan Records. The Administrator shall be
responsible for preparing and maintaining records necessary to determine the rights
and benefits of Employees, Participants and Beneficiaries or other persons under the
Plan.




     (f) Allocation of Duties. The Administrator shall be empowered to
allocate fiduciary responsibilities and the right to employ agents (who may also be
Employees of the Company) and to delegate to them any of the administrative duties
imposed upon the Administrator.




     (g) Correction of Errors. To correct any errors made in the
computation of benefits under the Plan, and, if a trust has been established, to
recover any contributions made to such trust by mistake of fact or law.



          4.3 Binding Effect of Rulings. Any ruling, regulation, procedure or decision of the
Administrator, including any interpretation of the Plan, which is made in good faith shall be
conclusive and binding upon all persons affected by it. There shall be no appeal from any ruling
by Administrator, except as provided in Section 4.4 below. When making a determination or a
calculation, the Administrator shall be entitled to rely on information supplied by investment
managers, insurance institutions, accountants and other professionals including legal counsel for
the Administrator. Any rule or procedure established by the Administrator may alter any provision
of this Plan that is ministerial or procedural in nature without the necessity for a formal
amendment of the Plan.



          4.4 Claims Procedure.



          (a) Any Participant or Beneficiary, or any other person asserting the right to receive a
benefit under this Plan by virtue of his or her relationship to a Participant or Beneficiary (the
“Claimant”), who believes that he or she has the right to a benefit that has not been paid, must
file a written claim for such benefit in accordance with the procedures established by the
Administrator. All such claims shall be filed not more than one year after the Claimant knows, or
with the exercise of reasonable diligence would have known, of the basis for such claim. The
preceding sentence shall not be construed to require a Participant or Beneficiary to file a formal
claim for the payment of undisputed benefits in the normal course, but any claim that relates to
the amount of any benefit shall in any event be filed not more than one year after payment of such
benefit commences. The Administrator may retain third party administrators and recordkeepers for
the purpose of processing routine matters relating to the payment of benefits, but correspondence
between a Participant, Beneficiary or other person and such third parties shall not be considered
claims for purposes of this Section, and a person shall not be considered a Claimant until he or
she has filed a written claim for benefits with the Administrator.



          (b) All claims for benefits shall be processed by the Administrator, and the Administrator
shall furnish the Claimant within 90 days after receipt of such claim a written notice that
specifies the reason for the denial, refers to the pertinent provisions of the Plan on which the
denial is based, describes any additional material or information necessary for properly completing
the claim and explains why such material or information is necessary, and



- 17 -









 







explains
the claim review procedures of this Section 4.4, and the Claimant’s right to bring an action
under Section 502 of ERISA, subject to the restrictions of paragraph (e) if the request for review
is unsuccessful. The 90 day period may be extended by up to an additional 90 days if the
Administrator so notifies the Claimant prior to the end of the initial 90 day period, which notice
shall include an explanation of the reason for the extension and an estimate of when the processing
of the claim will be complete. If the Administrator determines that additional information is
necessary to process the claim, the Claimant shall be given a period not less than 45 days to
furnish the information, and the time for responding to the claim shall be tolled during the period
of time beginning on the date on which the Claimant is notified of the need for the additional
information and the day on which the information is furnished (or if earlier the end of the period
for furnishing the information).



          (c) If the claim is denied in whole or in part, or if the decision on the claim is otherwise
adverse, the Claimant may, within 60 days after receipt of such notice, request a review of the
decision in writing. If the claimant requests a review, the Operations Committee (or such other
fiduciary as the Administrator may appoint for such purpose) shall review such decision. The
Operations Committee’s decision on review shall be in writing and furnished not more than five days
after the meeting at which the review is completed, and shall include specific reasons for the
decision, written in a manner calculated to be understood by the Claimant, shall include specific
references to the pertinent provisions of the Plan on which the decision is based, and shall advise
the Claimant of his or her right to bring an action under Section 502 of ERISA, subject to the
limitations of paragraph (e).



          (d) The Operations Committee shall complete its review of the claim not later than its first
meeting that is held at least 30 days after the request for review is received. If special
circumstances require, the decision may be made by the Operations Committee not later than its
third meeting held after the request for review is received, in which event the Claimant shall be
notified of the reason for the delay not later than five days after the meeting at which the review
would otherwise have been completed, which notice shall explain the reason for the delay and
include an estimate of the time at which the review will be complete. Notwithstanding the
foregoing, if at any time the Operations Committee (or any other fiduciary designated to review
appeals) is not scheduled to meet at least quarterly, the decision on review shall be delivered to
the Claimant not more than 60 days after the request for review is received, which may be extended
to not more than 120 days if special circumstances require and the notice of extension described
above is furnished by the end of the initial 60 day period.



          (e) No action at law or in equity shall be brought to recover benefits under this Plan until
the claim and appeal rights herein provided have been exercised and the Plan benefits requested in
such claim and appeal have been denied in whole or in part. After exhaustion of the Plan’s claim
procedures, any further legal action taken against the Plan or its fiduciaries by a claimant must
be filed in a court of law no later than 120 days after the final adverse benefit determination of
the Operations Committee (or other final appeals fiduciary) is communicated to the claimant or his
or her legal representative, notwithstanding any other statute of limitations. In the event a
claimant wishes to bring a legal action against the Plan or one of its fiduciaries, such legal
action must be filed in the United States District Court for the Northern District of Illinois
(Eastern Division) and shall be governed by the procedural and



- 18 -









 







substantive laws of the State of
Illinois, to the extent such laws are not preempted by ERISA, notwithstanding any conflict of
laws principles.



          (f) The provisions of this Section are intended to comply with ERISA Section 503 and the
Department of Labor regulations issued pursuant thereto, and shall be so construed and applied.
Consistent with such regulations, each Claimant shall have the right to have an authorized
representative act on his or her behalf, to submit arguments and information in support of his or
her claim, and to receive, upon written request and without charge, copies of all documents,
records, or other information that either (i) were relied upon in determining his or her benefit
under the Plan, (ii) were submitted, considered, or generated in the course of making the benefit
determination, even if not relied upon, or (iii) demonstrate compliance with the administrative
processes and safeguards of the claim and review procedure.



          4.5 Indemnity. To the extent permitted by applicable law and to the extent that they
are not indemnified or saved harmless under any liability insurance contracts, any present or
former officers, Employees or directors of the Company, and each of them shall be indemnified and
saved harmless by the Company from and against any and all liabilities or allegations of liability
to which they may be subjected by reason of any act done or omitted to be done in good faith in the
administration of the Plan, including all expenses reasonably incurred in their defense in the
event that the Company fails to provide such defense after having been requested in writing to do
so.



- 19 -









 





ARTICLE V

AMENDMENT AND TERMINATION OF PLAN




          5.1 Amendment. The Company may amend the Plan at any time by action of the Board, or
any person to whom the Board may delegate such authority, except that no amendment shall decrease
the vested Account balance of any Participant as of the effective date of the amendment. The Board
has delegated the authority to amend the Plan, with certain exceptions, to the Executive Vice
President-Human Resources and Corporate Services of Continental Casualty Company, and any amendment
executed by such officer shall be binding on all parties. In addition, the Administrator is
authorized pursuant to Section 4.3 to adopt rules and procedures that have the effect of amendment
technical, administrative or ministerial provisions of the Plan. By their execution of this
amendment and restatement of the Plan, each Employer ratifies and accepts all prior amendments to
the Plan, and agrees that in the future the Plan may be amended by action of the Company without
consent of the other Employers.



          5.2 Termination. The Company may at any time terminate the Plan by action of the
Board. Upon termination, no further allocations shall be made to Accounts, but Accounts shall
continue to be credited with earnings and shall be paid in accordance with the provisions of the
Plan; provided, however, that upon termination, the Company may, but shall not be obligated to,
amend the Plan to provide that the Accounts of some or all Participants shall be fully vested and
paid to such Participants in a lump sum, which shall fully discharge all obligations owed to such
Participants under the Plan; provided that such amendment shall apply to the Post-2004 Accounts
only if all such Accounts are fully vested and distributed and the amendment otherwise complies
with the requirements of §409A of the Code. Any Employer may at any time withdraw from the Plan by
written notice to the Administrator, in which event the Plan shall be considered terminated with
respect to the Participants employed by such Employer (or who were so employed at the time of their
termination of employment), and the provisions of this Section 5.2 shall apply to such Participants
only.



- 20 -









 





ARTICLE VI

MISCELLANEOUS




          6.1 Status of Plan. This Plan is intended to be an unfunded plan maintained primarily
to provide retirement benefits for a select group of management Employees or highly compensated
Employees within the meaning of Section 201(1), Section 301(a)(3), and §401(a)(1) of ERISA and
Department of Labor Regulations 29 C.F.R. Section 2520.104-23, and shall be so construed.



          6.2 Nonassignability. Neither a Participant nor any other person shall have any right
to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any
part thereof, which are, and all rights to which are, expressly declared to be nonassignable and
nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to
garnishment, seizure or sequestration for the payment of any debts owed by a Participant or any
other person, nor be transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency. Nothing contained herein shall be construed as a waiver of the
Company’s or any Employer’s right of setoff.



          6.3 No Contract of Employment. The terms and conditions of this Plan shall not be
deemed to constitute a contract of employment between the Company or any Employer and the
Participant, and neither the Participant nor the Participant’s Beneficiary shall have any rights
against the Company or any Employer except as may otherwise be specifically provided herein.
Moreover, nothing in this Plan shall be deemed to give a Participant the right to be retained in
the service of the Company or any Employer or to interfere with the right of the Company and each
Employer to discipline or discharge him at any time.



          6.4 Participant Litigation. In any action or proceeding regarding the Plan,
Participants, Employees or former Employees of the Company or an Employer, their Beneficiaries or
any other persons having or claiming to have an interest in this Plan shall not be necessary
parties and shall not be entitled to any notice or process. Any final judgment which is not
appealed or appealable and may be entered in any such action or proceeding shall be binding and
conclusive on the parties hereto and all persons having or claiming to have any interest in this
Plan. To the extent permitted by law, if a legal action is begun against the Company, an Employer,
the Administrator, the trustee of any trust established hereunder, or any person acting on the
behalf or under the direction of any of the foregoing persons, by or on behalf of any person and
such action results adversely to such person or if a legal action arises because of conflicting
claims to a Participant’s or other person’s benefits, the costs to any such person of defending the
action will be charged to the amounts, if any, which were involved in the action or were payable to
the Participant or other person concerned. To the extent permitted by applicable law, acceptance
of participation in this Plan shall constitute a release of the Company, each Employer, the
Administrator and such trustee and their respective agents from any and all liability and
obligation not involving willful misconduct or gross neglect.



          6.5 Participant and Beneficiary Duties. Persons entitled to benefits under the Plan
shall file with the Administrator from time to time such person’s post office address and
each change of post office address. Each such person entitled to benefits under the Plan also



- 21 -









 







shall furnish the Administrator with all appropriate documents, evidence, data or information which
the committee considers necessary or desirable in administering the Plan.



          6.6 Governing Law. The provisions of this Plan shall be construed and interpreted
according to the laws of the State of Illinois to the extent not pre-empted by the laws of the
United States.



          6.7 Validity. In case any provision of this Plan shall be held illegal or invalid for
any reason, such illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal and invalid provision had never been
inserted herein.



          6.8 Notices. Any notice or filing required or permitted to be given to the
Administrator or the Company under the Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail to the Company at its principal executive offices, or to
Company’s statutory agent. Notices shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt for registration or
certification. Any notice required or permitted to be given to a Participant shall be sufficient
if in writing and hand delivered or sent by first class mail to the Participant at the last address
listed on the records of the Company or such Participant’s Employer.



          6.9 Successors. The provisions of this Plan shall bind and inure to the benefit of
each Employer and its respective successors and assigns. The term successors as used herein shall
include any corporate or other business entity which shall, whether by merger, consolidation,
purchase or otherwise acquire all or substantially all of the business and assets of an Employer,
and successors of any such corporation or other business entity.



[SIGNATURE ON FOLLOWING PAGE]




- 22 -









 








          IN WITNESS WHEREOF, the Company has caused this amendment and restatement of the Plan to be
executed on December 30, 2008.




	 	 	 	 	 	 	 
	 	 	CNA FINANCIAL CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas Pontarelli	 	 
	 

	 	 	 	 	 	 
	 	 	Thomas Pontarelli, Executive Vice President & Chief
Administration Officer, Continental Casualty Company	 	 






- 23 -









 






APPENDIX A

FULL VESTING OF PARTICIPANTS AFFECTED BY CERTAIN EVENTS




     A.1 Sales of Business Units



     In accordance with Section 2.5, Participants whose employment is terminated in connection with
the following sales or other dispositions of business units shall be fully vested in their Account
balance regardless of their years of service. Except as otherwise provided below, the Participants
who qualify for full vesting with respect to any transaction shall be those, and only those, who
qualify as an “Affected Member” with respect to such transaction in accordance with Appendix F of
the S-CAP.



	 	 	 	 	 
	Transaction	 	Closing Date	 	Exceptions/Special Rules
	Sale of Life Reinsurance Business Unit to MARC
	 	12/31/00	 	None
	 
	 	 	 	 
	Sale of CNA Credit Collection Agency, Inc., to Coface
	 	12/31/02	 	None
	 
	 	 	 	 
	Sale of the unbundled risk management business of RSKCo Services, Inc to Cunningham Lindsey US
	 	6/2/03	 	None
	 
	 	 	 	 
	Sale of Smith System to McFadden Brothers
	 	4/29/03	 	None
	 
	 	 	 	 
	Sale of CNA Group Operations to Hartford Financial Services Group
	 	12/31/03	 	None
	 
	 	 	 	 
	Sale of individual life insurance business to Swiss Re Life & Health America
	 	App. 3/31/04	 	None






- 24 -