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EXHIBIT 99.3
FIRST AMENDMENT TO THE
CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, as restated by
CNA
effective January 1, 2003, is hereby
amended as follows:
1.
Section 2.3 is amended to read as follows:
"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 an only if the
Plan is amended to provide for such
vesting."
2.
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, and commencing at the same time, 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
(i) to pay a
Choice 1 Participant a single l