CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.7

CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Restated as of January 1, 2009

CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Table of Contents

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.

          (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.

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.

          (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.

          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.