exv10w7







Exhibit 10.7




CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Restated as of January 1, 2009





 









 








CNA SUPPLEMENTAL EXECUTIVE RETIREMENT 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
	 	 	4	 
	2.1 Eligibility
	 	 	4	 
	2.2 Benefits
	 	 	4	 
	2.3 Vesting
	 	 	5	 
	2.4 Time and Form of Payment
	 	 	6	 
	2.5 Death Benefits
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III PAYMENT OF BENEFITS
	 	 	11	 
	3.1 Source of Payment
	 	 	11	 
	3.2 Establishment of Trust
	 	 	11	 
	3.3 Withholding and Payroll Taxes
	 	 	11	 
	3.4 Payment on Behalf of Disabled or Incompetent Persons
	 	 	11	 
	3.5 Missing Participants or Beneficiaries
	 	 	12	 
	 
	 	 	 	 
	ARTICLE IV ADMINISTRATION
	 	 	13	 
	4.1 Plan Administrator
	 	 	13	 
	4.2 Administrator’s Powers
	 	 	13	 
	4.3 Binding Effect of Rulings
	 	 	14	 
	4.4 Claims Procedure
	 	 	14	 
	4.5 Indemnity
	 	 	16	 
	 
	 	 	 	 
	ARTICLE V AMENDMENT AND TERMINATION OF PLAN
	 	 	17	 
	5.1 Amendment
	 	 	17	 
	5.2 Termination
	 	 	17	 
	 
	 	 	 	 
	ARTICLE VI MISCELLANEOUS
	 	 	18	 
	6.1 Status of Plan
	 	 	18	 
	6.2 Nonassignability
	 	 	18	 
	6.3 No Contract of Employment
	 	 	18	 
	6.4 Participant Litigation
	 	 	18	 
	6.5 Participant and Beneficiary Duties
	 	 	18	 
	6.6 Governing Law
	 	 	19	 
	6.7 Validity
	 	 	19	 
	6.8 Notices
	 	 	19	 
	6.9 Successors
	 	 	19	 
	 
	 	 	 	 
	APPENDIX A FULL VESTING OF PARTICIPANTS AFFECTED BY CERTAIN EVENTS
	 	 	21	 







 









 








CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE I

GENERAL PROVISIONS




          1.1 Purpose. The purpose of this CNA Supplemental Executive Retirement Plan (the
“Plan”) is to enable selected Employees and former senior Employees of CNA Financial Corporation
(the “Company”) or its subsidiaries (the “Employers”) to receive additional retirement benefits, to
compensate them for the limitations imposed upon their benefits under the CNA Employees Retirement
Plan (the “Retirement Plan”) in order to comply with the requirements of the Internal Revenue Code
(the “Code”), and also to permit the Employers to provide additional benefits for other key
Employees and former Employees.



          1.2 Effective Date. 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 Section 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 subsidiaries of the Company (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 Retirement Plan, 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) “Administrator” means Continental Casualty Company or such other person as the Company
shall designate pursuant to Section 4.1.



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



          (c) “Choice 1 Participant” means a Participant who is treated as a “Choice 1 Participant”
under the Retirement Plan.



 









 





          (d) “Choice 2 Participant” means a Participant who is treated as a “Choice 2 Participant”
under the Retirement Plan.



          (e) “CIC SERP” means The Supplemental Retirement Plan of the Continental Corporation, as in
effect on December 31, 1997.



          (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) “Employee” means any person employed by any Employer and classified as an Employee by such
Employer. 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 partly, 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.



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



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



          (k) “Participant” means an Employee or former Employee designated to participate in the Plan
pursuant to Section 2.1, while he has the right to any benefits under the Plan.



          (l) “Plan” means this CNA Supplemental Executive Retirement Plan, as amended from time to
time.



          (m) “Retirement Plan” means the CNA Retirement Plan, as amended and restated effective as of
January 1, 2008, and including all subsequent amendments thereto.



          (n) “SERP Accrued Pension Account” means a bookkeeping account established on behalf of a
Choice 2 Participant to reflect the amount of such Participant’s benefit under this Plan, as
described more fully in Section 2.2(b). Such accounts are for bookkeeping purposes only, and shall
not be construed to require the segregation of any assets of the Employer or to give a Choice 2
Participant any rights greater that those of an unsecured creditor.



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          (o) “SERP Agreement” means an agreement entered into between an Employer and a Participant
pursuant to Section 2.1(c) providing for the Participant to receive benefits under this Plan which
are different from the benefits received by Participants generally by reason of the application of
the Tax Limits. A SERP Agreement may take the form of, or be included within, an employment
agreement or settlement agreement.



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



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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
“Participants.”



          (b) Initially, all Employees who are eligible to participate in the Retirement Plan and whose
accrued benefit under the Retirement Plan is restricted by either or both of the Tax Limits, shall
be eligible to participate in the Plan. Notwithstanding the foregoing, the Administrator may, in
its sole discretion, determine at any time that any Employee or group of Employees described in the
preceding sentence shall no longer be eligible to participate; provided that such determination
shall not have the effect of reducing a Participant’s benefit previously accrued under this Plan.



          (c) Any Employer, with the consent of the Administrator, may enter into a SERP Agreement with
any person, whether or not such person is described in paragraph (b), who may be either an
Employee or a former Employee, providing for such person to receive a nonqualified retirement
benefit pursuant to Section 2(c), and such person shall thereupon become a 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 in a manner consistent with the intent of the Plan.



          (d) A person who was a participant in the CIC SERP at any time prior to December 31, 1997, and
who accrued any benefit under the CIC SERP that was not paid prior to December 31, 1997, shall be a
Participant in this Plan as of December 31, 1997, but only with respect to the benefit described in
Section 2.2(d). If such person was also eligible to participate in the Plan by reason of service
performed for an Employer after December 31, 1997, the benefit accrued during such period of
participation shall be treated as a separate benefit and administered separately under the Plan.



          2.2 Benefits.



          (a) Each Choice 1 Participant who retires and becomes eligible to receive a benefit under the
Retirement Plan, whether a normal, early, late, disability, or deferred vested benefit, shall
receive a benefit from this Plan equal to the excess, if any, of the amount the Participant would
have received from the Retirement Plan if neither of the Tax Limits applied over the Participant’s
actual Retirement Plan benefit. The amount of the benefit the Participant would have received
under the Retirement Plan shall be determined on the same basis as the Participant’s actual
Retirement Plan benefit, taking into account the Participant’s age, compensation history, service,
and normal form of benefit under the Retirement Plan, but shall not be subject to any actuarial
adjustment solely by reason of the fact that the Participant retired after his normal retirement
age.



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          (b) A Choice 2 Participant who becomes entitled to a benefit under the Retirement Plan shall
receive a benefit under this Plan equal to the greater of the balance in his SERP Accrued Pension
Account or the present value of the excess, if any, of the amount that would have been the
Participant’s Accrued Benefit under the Retirement Plan as of December 31, 1999 if neither of the
Tax Limits applied over the Participant’s actual Accrued Benefit under the Retirement Plan on such
date. The SERP Accrued Pension Account of each Choice 2 Participant was initially established as
of December 31, 1999, in an amount equal to the excess, if any, of the amount of the Accrued
Pension Account that would have been established for such Participant under the Retirement Plan if
his accrued benefit had not been subject to either of the Tax Limits, and such SERP Accrued Pension
Account shall be credited with interest not less often than annually at the rate, and in the
manner, used to credit interest to Accrued Pension Accounts under the Retirement Plan. In the
case of a Choice 2 Participant who was an Employee of RSKCO Claims Services, Inc., December 31,
1998, shall be substituted for December 31, 1999, in both of the preceding sentences.



          (c) The benefit provided to a Participant who becomes a Participant by virtue of a SERP
Agreement shall be determined as provided in the applicable SERP Agreement. In general, it is
intended that SERP Agreements shall provide such Participants with benefits computed in the manner
provided in the Retirement Plan, but which cannot be provided under the Retirement Plan for reasons
other than the Tax Limits. By way of illustration and not limitation, a SERP Agreement may provide
for a Participant hired after December 31, 1999, to receive a benefit computed as if he were a
participant in the Retirement Plan, or may provide for a Participant to receive a supplemental
benefit determined as if he were credited with additional service under the Retirement Plan.



          (d) A Participant who is a participant by reason of having participated in the CIC SERP as
described in Section 2.1(d) shall be entitled to a benefit equal to the excess of the amount of the
Frozen CIC Benefit, as defined in Appendix D of the Retirement Plan, to which the participant would
be entitled if the Frozen CIC Benefit were determined without application of the Tax Limits, over
the Participant’s actual Frozen CIC Benefit, reduced by any benefit actually paid to the
Participant under the CIC SERP. The benefit of a Participant who also participated in the Deferred
Compensation Plan of The Continental Company and/or the Supplemental Savings Plan of The
Continental Company shall also be increased by the amount by which his Frozen CIC Benefit would
have been increased had the amount of compensation deferred under such plans been included in the
calculation his Frozen CIC Benefit, as provided in the CIC SERP. To the extent that compensation
records from The Continental Corporation are not available, the Administrator shall use
commercially reasonable methods to estimate the amount of the Participant’s benefit based upon the
records available, and shall not be liable to the Participant for any additional amount.



          2.3 Vesting. Except as otherwise provided in a SERP Agreement, a Participant’s
benefit under this Plan shall be vested if, and only if, his benefit under the Retirement Plan is
vested; provided, however, that an event that results in the Retirement Plan benefits 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 Retirement Plan
has occurred, shall apply to this Plan if and only if such event is listed in Appendix A to this
Plan.



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          2.4 Time and Form of Payment.



          (a) Except as otherwise provided in a SERP Agreement, the Post-2004 portion of a Participant’s
benefit under this Plan shall be paid in a single lump sum equal to the actuarial equivalent of
such portion as soon as practicable after the date the Participant terminates employment; provided
that if the sum of the Participant’s Rule of 65 Service (as defined under the terms of the
Retirement Plan as in effect on April 1, 2008) and age on the termination date do not equal at
least 65, it shall be paid on the later of the date the Participant terminates employment or the
date he reaches either age 55 if he had completed at least 10 years of Rule of 65 Service on the
termination date, or age 65 if he had not completed 10 years.



          (b) Notwithstanding paragraph (a), payment of the benefit of a Participant who terminated
employment prior to April 1, 2008, and whose benefit payment date as determined under paragraph (a)
would have already been reached on such date (a “transitional Participant”), shall commence on June
1, 2009. The total benefit of a transitional Participant (including the Pre-2005 portion as
described in paragraph (c), shall be paid in a single lump sum on June 1, 2009, if the present
value of the benefit, calculated as of April 1, 2009, using the actuarial assumptions provided in
the Retirement Plan (the “lump sum value”) does not exceed $100,000.00. If the lump sum value
exceeds $100,000.00, then three equal installments shall be paid on each of June 1, 2009, June 1,
2010, and June 1, 2011, calculated so that the present value of the three installments as of April
1, 2009, using the applicable interest rate specified in the Retirement Plan but no mortality
assumption, equals the lump sum value. If the Participant dies before all three installments have
been paid, the remaining installments shall be paid at the same time to the Participant’s
Beneficiary. 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.



          (c) The Pre-2005 portion of a Participant’s benefit shall be paid in the same manner as his
Retirement Plan benefit, provided that the Administrator may elect to pay the Pre-2005 portion of
the benefit of a Choice 1 Participant (as hereinafter defined) in a single lump sum equal to the
actuarial equivalent of the Pre-2005 portion, and may also decide to pay the Pre-2005 portion of a
Choice 2 Participant in any of the forms of annuity available under the Retirement Plan that are
actuarially equivalent. As of December 31, 2008, the Administrator has elected to pay the Pre-2005
portion of all benefits in the form of a lump sum paid at the same time that the Post-2004 portion
is payable pursuant to paragraph (a) or (b), but the Administrator may pay any or all Pre-2005
portions that would otherwise be payable in a lump sum in the form of a monthly annuity. All
determinations by the Administrator as to the form of payment shall be made by the Administrator in
its sole and absolute discretion, which may be exercised in an arbitrary and capricious manner, and
in no event shall any Participant be considered to have a vested interest in the payment of the
Pre-2005 Portion of his benefit in any particular form. Actuarial equivalence shall be determined
in accordance with the applicable actuarial assumptions provided under the Retirement Plan.
Payment of a Participant’s benefit in the form of a lump sum shall fully discharge all amounts owed
to the Participant and to his heirs or beneficiaries under the Plan.



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	 	(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




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	 	 	 	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.





          (e) For purposes of this Plan, the “Pre-2005 portion” of a Participant’s benefit shall be
equal to the present value calculated as of the day on which the benefit is paid of the vested
benefit, if any, to which the Participant would have been entitled under the Plan if the
Participant had terminated employment on December 31, 2004, and received a payment of his benefit
on the earliest date on which the Participant would have been eligible to begin receiving a normal,
early, late, or deferred vested benefit under the Retirement Plan, and received his benefit under
this Plan in the form with the maximum value. The Post-2004 portion of the Participant’s benefit
shall mean any portion of his benefit that is not part of the Pre-2005 portion.



          2.5 Death Benefits.



          (a) If a Choice 1 Participant dies prior to payment of his benefit, and at the time of death
has been married for at least one year, his surviving spouse shall be entitled to a survivorship
benefit if, and only if, the spouse is entitled to a preretirement survivorship pension under the
Retirement Plan. The benefit payable to a Choice 1 Participant’s spouse shall be a lump sum equal
to the present value of the excess, if any, of the amount the spouse would have received from the
Retirement Plan as a preretirement survivor annuity if the Tax Limits had not



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applied to the Participant’s benefit over the amount actually received from the Retirement
Plan. The death benefit shall be calculated as of the first day of the first month following the
Participant’s death, or, if the Participant had not attained the age of 55 prior to his death, the
first day of the month following the day he would have attained age 55, and in either case shall be
calculated as if the preretirement survivor annuity under the Retirement Plan commenced on the same
date, and paid not more than 90 days after the calculation date set forth in the preceding
sentence.



          (b) If a Choice 2 Participant dies prior to payment of his benefit, and at the time of death
has been married for at least one year, his surviving spouse shall be entitled to a survivorship
benefit if the Participant was vested at the time of his death. The benefit payable to a Choice 2
Participant’s spouse shall be a lump sum equal to the greater of his SERP Accrued Pension Account
or present value of the excess, if any, of the amount the spouse would have received from the
Retirement Plan as a preretirement survivor annuity, based upon the Participant’s Accrued Benefit
as of December 31, 1999 (December 31, 1998, in the case of a former Employee of RSKCO Claims
Services, Inc.) if the Tax Limits had not applied to the Participant’s benefit, over the amount to
which the spouse is actually entitled as a pretirement survivor annuity based on the Participant’s
Accrued Benefit as of such date. Such benefit shall be calculated as of the first day of the month
following the Participant’s death, as if the spouse’s preretirement survivor annuity commenced on
such date, and paid within 90 days of such date, regardless of the Participant’s age at the time of
death. If the Participant does not have a surviving spouse, or has designated a Beneficiary other
than his surviving spouse, the Beneficiary shall receive a lump sum equal to the Participant’s SERP
Accrued Pension Account, paid within 90 days following the date of the Participant’s death. 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. If there is no
designated Beneficiary living at the time of the Participant’s death, his Beneficiary shall be the
person designated as his beneficiary under the Retirement Plan (regardless of whether such
designation is invalid solely by reason of §401(a)(11) of the Code or §205 of the ERISA by reason
of the failure of the Participant’s spouse to consent) or, if no beneficiary is designated under
the Retirement Plan, his estate.



          (c) If a Participant’s benefit is paid in the form of an annuity, the only survivorship
benefit, if any, paid to his spouse or other Beneficiary upon the Participant’s death shall be the
survivorship benefits, if any, provided under the terms of the annuity.



          (d) If a Participant entitled to a benefit under the CIC SERP dies, his surviving spouse or
other beneficiary shall receive either a preretirement survivor annuity or, if payment of the
benefit has commenced, the form of survivor benefit provided under the form of annuity elected, as
provided by the CIC SERP.



          (e) A SERP Agreement may provide for other types of death or survivorship benefits in addition
to those described in this Section, but shall not be construed to provide for such benefits unless
it specifically so provides. Any SERP Agreement that provides for a death



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or survivorship benefit shall specify the form in which the benefit shall be paid, and the
time at which the benefit shall be paid, not later than the later of the date upon which the SERP
Agreement is executed or December 31, 2008, and may not thereafter be changed unless the change
becomes legally binding not later than one year prior to the date of the Participant’s death and
otherwise satisfies the requirements of Code §409A.



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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 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.



          3.4 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



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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.



          3.5 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 3.5 shall
fully discharge the obligation of the Company and all Employers under this Plan with respect to the
amount so paid.



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ARTICLE IV

ADMINISTRATION




          4.1 Plan Administrator. This Plan shall be administered by Continental Casualty
Company, which shall be the “administrator” for purposes of §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 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 the senior officer of
Continental Casualty Company responsible for human resources and his 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.




     (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.




     (e) Maintenance of Plan Records. The Administrator shall be
responsible for preparing and maintaining records necessary to determine the



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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 relationship to a Participant or Beneficiary (the
“Claimant”), who believes that he 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 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 explains the claim review
procedures of this Section 4.4, and the Claimant’s right to bring an action under §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



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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 right to bring an action under §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 substantive laws of the State of
Illinois, to the extent such laws are not preempted by ERISA, notwithstanding any conflict of laws
principles.



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          (f) The provisions of this Section are intended to comply with ERISA §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 behalf, to submit arguments and information in support of his 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 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.



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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 senior vice
president of Continental Casualty Company responsible for human resources, 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 benefits shall be accrued, but benefits accrued through the date of
termination shall continue to 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 accrued benefits 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 portion of
benefits only if all such benefits 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.



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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 §201(1), §301(a)(3), and §401(a)(1) of ERISA and Department of
Labor Regulations 29 C.F.R. §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



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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
Company and its 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 Company, and successors of
any such corporation or other business entity.



[SIGNATURE ON FOLLOWING PAGE]




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          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	 	 






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APPENDIX A

FULL VESTING OF PARTICIPANTS AFFECTED BY CERTAIN EVENTS




     A.1 Sales of Business Units



     In accordance with Section 2.3, Participants whose employment is terminated in connection with
the following sales or other dispositions of business units shall be fully vested in their benefits
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 I of
the Retirement Plan.



	 	 	 	 	 
	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 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






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