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EXHIBIT 99.1
THIRD AMENDMENT TO THE
CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, as restated by
CNA
Financial Corporation effective January 1, 2003, and as
previously amended by
the First and Second Amendments thereto, is hereby further
amended as follows:
1. Section 2.4 is amended to read as follows:
2.4 Time and Form of Payment.
(a) Except as otherwise provided below, or in a SERP
Agreement, a Participant's benefit under this Plan shall be paid
in the same
manner as his Retirement Plan benefit, and shall take the form
of a supplemental
monthly payment directly from his Employer; provided that if the
monthly amount
of the Post-2004 portion of such benefit (as hereinafter
defined) paid in such
form does not exceed $15,000.00 per month, such Post-2004
portion shall be paid
in a single lump sum equal to the actuarial equivalent of such
portion.
(b) The Benefits Committee 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, 2004, the Benefits Committee has
elected to pay
all Pre-2005 portions that do not exceed $15,000.00 per month in
the form of a
lump sum, but the Benefits Committee may pay Pre-2005 portions
that would
otherwise be payable in a lump sum in the form of a monthly
annuity, and may
establish a different standard for payment of Pre-2005 portions
in a lump sum,
which may be either more or less than $15,000.00 per month. All
determinations
by the Benefits Committee as to the form of payment shall be
made by the
Benefits Committee 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.
(c) Anything else in this Plan, or a SERP Agreement, to
the contrary notwithstanding:
(i) Except as otherwise provided below, no part of the
Post-2004 Portion of a Participant's benefit shall be
payable to any Participant until he has incurred a
separation from service as defined in Code Section
409A.
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(ii) No Post-2004 portion of a benefit shall be payable to
a Participant who is a key employee, as defined in
Code Section 409A, until six months after he has
incurred a separation from service, unless the
Participant is disabled. For this purpose,
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