Unassociated Document


    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement is entered into as of August 8, 2006, between
      CNA
      Financial Corporation, a Delaware corporation (the “Company”),
      and
      Loews Corporation, a Delaware corporation (the “Purchaser”).

    


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

    


    The
      parties hereby agree as follows:

     

    1.    
      Definitions

    


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

    


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

    


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

    


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

    


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

    


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

    


    Company:  As
      defined in the Recitals hereto.

    


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

    


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

    


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


    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

    


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

    


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

    


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

    


    Purchaser:  As
      defined in the Recitals hereto.

    


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

    


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

    


    Retirement
      Agreement:  As
      defined in the Recitals hereto.

    


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

    


    SEC:  The
      Securities and Exchange Commission.

    


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

    


    Shares:  A
      total of 7,863,258 shares of Common Stock owned by the Purchaser at the time
      of
      any Registration Request or any request by the Purchaser pursuant to Section
      2(b) of this Agreement; provided,
      that
      the maximum number of shares of Common Stock for which the Purchaser may make
      Registration Requests and requests pursuant to Section 2(b) of this Agreement
      is
      7,863,258.

    


    Transfer
      Restricted Securities:  The
      Shares until the earliest of (i) the date on which such Shares have been
      registered effectively pursuant to the Securities Act and disposed of in
      accordance with the Registration Statement or (ii) the date on which such Shares
      are sold 


    
      
        -2-

      

      
         

        
          

        

      

      
         

      

    


    pursuant
      to Rule 144 (or any similar provisions then in effect) or are salable pursuant
      to paragraph (k) of Rule 144.

     

    2.   
      Demand
      and Piggy-back Registrations

    


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

    


    (b) Piggy-back
      Registration Rights.  If
      the Company at any time proposes or is required to register any of its
      securities under the Securities Act or any applicable state securities or Blue
      Sky laws on a form which permits inclusion of Transfer Restricted Securities,
      it
      will each such time give written notice to all Holders of then existing Transfer
      Restricted Securities of its intentions to do so. Upon the written request
      of
      any such Holder given within 20 days after receipt of any such notice, the
      Company will use its best efforts to cause all such Transfer Restricted
      Securities which such Holders shall have requested be registered to be
      registered under the Securities Act and any applicable state securities or
      blue
      sky laws all to the extent requisite to permit the sale or other disposition
      by
      such Holders of the Transfer Restricted Securities so registered; provided,
      however, if the offering proposed to be made is to be an underwritten public
      offering, and the managing underwriters of such public offering furnish
      a


    
      
        -3-

      

      
         

        
          

        

      

      
         

      

    


    written
      opinion that the total amount of securities to be included in such offering
      would exceed the maximum amount of Securities (as specified in such opinion)
      which can be marketed without materially and adversely affecting such offering,
      then the relative rights to participate in such offering of the Holders of
      Transfer Restricted Securities, Holders of other securities having the right
      to
      include such securities in such registration, and the Company shall be in the
      following order of priority:

    


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

    


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

    


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

    


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

    


    (c) Suspension
      of Registration Statement.  Notwithstanding
      anything to the contrary in this Section 2, the Company may, by delivering
      written notice to the Holders, defer and suspend the filing of any Registration
      Statement covering Transfer Restricted Securities at any time if (i) the Company
      is in possession of material non-public information, (ii) the Company determines
      (based on advice of counsel) that such prohibition is necessary in order to
      avoid a requirement to disclose such material non-public information and (iii)
      the Company determines in good faith that disclosure of such material non-public
      information would have a material adverse effect on the Company and its
      stockholders; provided,
      however,
      that
      upon the public disclosure by the Company of the material non-public information
      described in clause (i) of this paragraph, the suspension of the filing of
      the
      Registration Statement pursuant to this Section 2(c) shall cease and the Company
      shall promptly comply with Section 3(b) hereof. In no event shall any suspension
      of the filing of a Registration Statement pursuant to Section 2(c) exceed sixty
      (60) days or occur more than three (3) times in any twelve (12) month
      period.

     

    3.   
      Registration
      Procedures

    


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

    


    (a) prepare
      and file with the SEC a Registration Statement with respect to such Transfer
      Restricted Securities and use reasonable best efforts to cause such Registration
      Statement to be declared effective (unless it shall have become automatically
      effective upon 


    
      
        -4-

      

      
         

        
          

        

      

      
         

      

    


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

    


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

    


    (c) advise
      the selling Holders and any underwriters promptly and, if requested by such
      Persons, confirm such advice in writing, (i) when the Registration Statement,
      post-effective amendment thereto, Prospectus or Prospectus supplement has been
      filed and/or become effective, (ii) of any request by the SEC for amendments
      to
      the Registration Statement or amendments or supplements to the Prospectus or
      for
      additional information relating thereto, (iii) of the issuance by the SEC of
      any
      stop order suspending the effectiveness of the Registration Statement under
      the
      Securities Act or of the suspension by any state securities commission of the
      qualification of the Transfer Restricted Securities for offering or sale in
      any
      jurisdiction, or the initiation of any proceeding for any of the preceding
      purposes, and (iv) of the existence of any fact or the happening of any event
      that makes any statement of a material fact made in the Registration Statement,
      the Prospectus, any amendment or supplement thereto or any document incorporated
      or deemed to be incorporated by reference therein untrue, or that requires
      the
      making of any additions to or changes in the Registration Statement in order
      to
      make the statements therein not misleading, or that requires the making of
      any
      additions to or changes in the Prospectus in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading. If at any time the SEC shall issue any stop order suspending the
      effectiveness of the Registration Statement, or any state securities commission
      or other regulatory authority shall issue an order suspending the qualification
      or exemption from qualification of the Transfer Restricted Securities under
      state securities or Blue Sky laws, the Company shall use its reasonable best
      efforts to obtain the withdrawal or lifting of such order at the earliest
      possible time;

    


    (d) furnish
      to any underwriters and each selling Holder named in any Registration Statement
      or Prospectus before filing with the SEC, copies of any Registration Statement
      or any 


    
      
        -5-

      

      
         

        
          

        

      

      
         

      

    


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

    


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

    


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

    


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

     

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

    


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


    
      
        -6-

      

      
         

        
          

        

      

      
         

      

    


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

    


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

    


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

    


    (2) a
      customary opinion of counsel for the Company covering matters similar to those
      customarily covered in opinion letters of Counsel to underwriters in connection
      with primary underwritten offerings and such other matters as the Holders may
      reasonably request, and in any event including a statement to the effect that
      such counsel has participated in conferences with officers and other
      representatives of the Company, representatives of the independent public
      accountants for the Company and have considered the matters required to be
      stated therein and the statements contained therein, although such counsel
      has
      not independently verified the accuracy, completeness or fairness of such
      statements; and that such counsel advises that, on the basis of the foregoing
      (relying as to materiality to a large extent upon facts provided to such counsel
      by officers and other representatives of the Company and without independent
      check or verification), no facts came to such counsel’s attention that caused
      such counsel to believe that the (i) applicable Registration Statement, as
      of
      its most recent effective date immediately preceding the execution of the
      underwriting agreement, contained an untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, (ii) the Disclosure Package as
      of
      the date of the first contract of sale following the execution of the
      underwriting agreement contained an untrue statement of a material fact or
      omitted to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading or (iii) Prospectus contained in such Registration Statement as
      of
      its date, contained an untrue statement of a material fact or omitted to state
      a
      material fact necessary in order to make the statements therein, in the light
      of
      the circumstances under which they were made, not misleading. Without limiting
      the foregoing, such counsel may state further that such counsel assumes no
      responsibility for, and has not independently verified, the accuracy,
      completeness or fairness of the financial statements, notes and schedules and
      other financial data included in any Registration Statement contemplated by
      this
      Agreement or the related Prospectus; and


    
      
        -7-

      

      
         

        
          

        

      

      
         

      

    


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

     

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

     

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

     

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

    


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

     

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

     

           
      (l) in
      connection with any sale of Transfer Restricted Securities that will result
      in
      such securities no longer being Transfer Restricted Securities, facilitate
      the
      timely preparation and delivery of certificates representing Transfer Restricted
      Securities to be sold and not bearing any restrictive legends; and to register
      such Transfer Restricted Securities in such denominations 


    
      
        -8-

      

      
         

        
          

        

      

      
         

      

    


    and
      such
      names as the Holders may request at least two Business Days prior to such sale
      of Transfer Restricted Securities;

     

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

     

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

     

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

     

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

    


    4.  
Agreement
      of Holders

    


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

     


    
      
        -9-

      

      
         

        
          

        

      

      
         

      

    


     5.   
      Registration Expenses

    


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

    


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

    


    6.   
      Indemnification

    


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


    
      
        -10-

      

      
         

        
          

        

      

      
         

      

    


    In
      case
      any action or proceeding (including any governmental or regulatory investigation
      or proceeding) shall be brought against any Indemnified Person with respect
      to
      which indemnity may be sought against the Company pursuant to the preceding
      paragraph, such Indemnified Person (or the Indemnified Person controlled by
      such
      controlling person) shall promptly notify the Company in writing and the Company
      upon the request of such Indemnified Person, shall retain counsel reasonably
      satisfactory to the Indemnified Person, and shall pay the fees and disbursements
      of such counsel related to such proceedings (provided, that the failure to
      promptly give such notice shall not relieve the Company of its obligations
      pursuant to this Agreement except to the extent the Company was actually
      prejudiced by such failure). Such Indemnified Person shall have the right to
      employ its own counsel in any such action and the fees and expenses of such
      counsel shall be at the expense of the such Indemnified Person, unless (i)
      the
      employment of such counsel shall have been specifically authorized in writing
      by
      the Company, (ii) the Company shall have failed to assume the defense and employ
      counsel or (iii) the named parties to any such action (including any impleaded
      parties) include both the Indemnified Person and the Company, and such
      Indemnified Person shall have been advised by counsel that there may be one
      or
      more legal defenses available to it which are different from or additional
      to
      those available to the Company (in which case the Company shall not have the
      right to assume the defense) it being understood, however, that the Company
      shall not, in connection with any one such action or proceeding or separate
      but
      substantially similar or related actions or proceedings in the same jurisdiction
      arising out of the same general allegations or circumstances, be liable for
      the
      reasonable fees and expenses of more than one separate firm of attorneys (in
      addition to any local counsel) for such Indemnified Persons, which firm shall
      be
      designated by the Indemnified Persons. The Company shall be liable for any
      settlement of any such action or proceeding effected with the Company’s prior
      written consent, and the Company agrees to indemnify and hold harmless each
      Indemnified Person from and against any loss, claim, damage, liability or
      expense by reason of any settlement of any action effected with the written
      consent of the Company. The Company shall not, without the prior written consent
      of such Indemnified Person, settle or compromise or consent to the entry of
      judgment in or otherwise seek to terminate any pending or threatened action,
      claim, litigation or proceeding in respect of which indemnification or
      contribution may be sought hereunder (whether or not any Indemnified Person
      is a
      party thereto), unless such settlement, compromise, consent or termination
      includes an unconditional release of such Indemnified Person from all liability
      arising out of such action, claim, litigation or proceeding.

    


    (b) Each
      Holder of Transfer Restricted Securities agrees, severally and not jointly,
      to
      indemnify and hold harmless the Company and its directors, officers, and any
      person controlling (within the meaning of Section 15 of the Act or Section
      20 of
      the Exchange Act) the Company, and its officers, directors, partners, employees,
      representatives and agents of each such person, to the same extent as the
      foregoing indemnity from the Company to each of the Indemnified Holders, but
      only with respect to claims and actions based on information relating to such
      Holder furnished in writing by such Holder expressly for use in any Registration
      Statement. In case any action or proceeding shall be brought against the Company
      or its directors or officers or any such controlling person in respect of which
      indemnity may be sought against a Holder, such Holder shall have the rights
      and
      duties given the Company (except that if the Company shall have assumed the
      defense thereof, such Holder shall not be required to do so, but may employ
      separate counsel therein and participate in the defense thereof but the fees
      and
      expenses of such counsel shall be at the expense of such Indemnified Holder,
      its
      directors or officers or such 


    
      
        -11-

      

      
         

        
          

        

      

      
         

      

    


    controlling
      persons) and the Company shall have the rights and duties given to each Holder
      by the preceding paragraph. In no event shall any Holder be liable or
      responsible for any amount in excess of the total proceeds (net of brokerage
      commissions) received by such Holder with respect to its sale of Transfer
      Restricted Securities pursuant to a Registration Statement.

    


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

    


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

    


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


    
      
        -12-

      

      
         

        
          

        

      

      
         

      

    


    Transfer
      Restricted Securities by any Holder or any termination of this Agreement or
      the
      Retirement Agreement.

    


    7.   
      Information
      Requirements.

    


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

    


    8.   
      Miscellaneous

    


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

    


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

    


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

    


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


    
      
        -13-

      

      
         

        
          

        

      

      
         

      

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (h) Severability.  The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law. If any term, provision, covenant or restriction of this
      Agreement is held by a court of competent jurisdiction to be invalid, illegal,
      void or unenforceable, the remainder of the terms, provisions, covenants and
      restrictions set forth herein shall remain in full force and effect and shall
      in
      no way be affected, impaired or invalidated, and the parties hereto shall use
      their reasonable efforts to find and employ an alternative means to achieve
      the
      same or substantially the same result as that contemplated by such term,
      provision, covenant or restriction. It is hereby stipulated and declared to
      be
      the intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.


    
      
        -14-

      

      
         

        
          

        

      

      
         

      

    


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

    


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

    


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

    


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


    
      
        -15-

      

      
         

        
          

        

      

      
         

      

    


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

    


    
      	 	
              CNA
                FINANCIAL CORPORATION

            
	 	 


    

    


    
      	 	
              By:

            	
              /s/
                D. Craig Mense

            
	 	 	
              Name:
                D. Craig Mense

            
	 	 	
              Title:
                Executive Vice President

            
	 	 	
                       
                and Chief Financial Officer

            
	 	 	 
	 	 	 


    

    


    
      	 	
              LOEWS
                CORPORATION

            
	 	 


    

    


    
      	 	
              By:

            	
              /s/
                Peter W. Keegan

            
	 	 	
              Name:
                Peter W. Keegan

            
	 	 	
              Title:
                Senior Vice President

            
	 	 	
                       
                and Chief Financial Officer

            
	 	 	 
	 	 	 
	 	 	 


    

    


    
      
        -16-