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EXHIBIT 99.2
CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Restated as of January 1, 2003
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CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS
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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..................................................................................5
2.5 Death
Benefits............................................................................................5
ARTICLE III PAYMENT OF
BENEFITS...................................................................................7
3.1 Source of
Payment.........................................................................................7
3.2 Establishment of
Trust....................................................................................7
3.3 Withholding and Payroll
Taxes.............................................................................7
3.4 Payment on Behalf of Disabled or
Incompetent
Persons......................................................7
3.5 Missing Participants or
Beneficiaries.....................................................................8
ARTICLE IV
ADMINISTRATION.........................................................................................9
4.1 Plan
Administrator........................................................................................9
4.2 Administrator's
Powers....................................................................................9
4.3 Binding Effect of
Rulings................................................................................10
4.4 Claims
Procedure.........................................................................................10
4.5
Indemnity................................................................................................12
ARTICLE V AMENDMENT AND TERMINATION OF
PLAN......................................................................13
5.1
Amendment................................................................................................13
5.2
Termination..............................................................................................13
ARTICLE VI
MISCELLANEOUS.........................................................................................14
6.1 Status of
Plan...........................................................................................14
6.2
Nonassignability.........................................................................................14
6.3 No Contract of
Employment................................................................................14
6.4 Participant
Litigation...................................................................................14
6.5 Participant and Beneficiary
Duties.......................................................................14
6.6 Governing
Law............................................................................................15
6.7
Validity.................................................................................................15
6.8
Notices..................................................................................................15
6.9
Successors...............................................................................................15
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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
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, 2003, shall be
determined under the terms of the Plan as
in effect at such time.
1.3 Company and Employers. The Plan is adopted for the benefit
of
selected Employees and former Employees of
the Company and the Employers. As of
the effective date of this restatement,
Continental Casualty Company is the only
Employer other than the Company
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.
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(a) "Administrator" means the Company or such other person as
the
Company shall designate pursuant to Section
4.1.
(b) "Benefits Committee" means a committee appointed by the
Administrator, and consisting of such
persons as the Administrator may
determine, for the purpose of determining
the form in which benefits under the
Plan are to be paid as provided in Section
2.4. In lieu of appointing a separate
committee, the Administrator may designate
another committee established to
administer any aspects of the Company's
retirement plans to act as the Benefits
Committee, in which case such committee
shall be the Benefits Committee for
purposes of this Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Choice 1 Participant" means a Participant who is treated as
a
"Choice 1 Participant" under the Retirement
Plan.
(e) "Choice 2 Participant" means a Participant who is treated as
a
"Choice 2 Participant" under the Retirement
Plan.
(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 the Company and 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.
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(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, 1999,
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.
(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 ss.401(a)(17)
or ss.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, a former Employee, or a consultant
or independent contractor, 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 or independent consultant
in a manner consistent with the intent
of 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 form of
benefit elected 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.
(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 balance in
his SERP Accrued Pension Account. The SERP
Accrued Pension Account of each
Choice 2 Participant was initially
established as of December 31, 1999 (or, in
the case of a Choice 2 Participant who was
an Employee of RSKCO Claims Services,
Inc., December 31, 1998), 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
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not less often than annually at the annual
rate of interest on 30-year Treasury
securities for the month of November
preceding the Plan Year as of which the
interest is being credited in the manner
specified in the Retirement Plan.
(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.
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.
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
Participant's benefit under this Plan paid
in such form does not exceed $250.00
per month, it shall be paid in a single
lump sum equal to the actuarial
equivalent of his benefit.
(b) The Benefits Committee may elect to pay a Choice 1 Participant
a
single lump sum equal to the actuarial
equivalent of his benefit under this
Plan, and may also decide to pay a Choice 2
Participant an annuity in any of the
forms of annuity available under the
Retirement Plan that are actuarially
equivalent. The Benefits Committee may also
elect to pay a benefit 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 benefits in a lump sum, which may
be either more or less than $250.00 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 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.
2.5 Death Benefits.
(a) A surviving spouse or other beneficiary of a deceased Choice
1
Participant shall be entitled to a
survivorship pension if, and only if, the
form of benefit payable to the Participant
under the Retirement Plan provided
for survivorship rights. If a Choice 1
Participant
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dies prior to his Annuity Starting Date (as
defined in the Retirement Plan), his
surviving spouse shall be entitled to a
survivorship pension if, and only if,
the spouse is enti
