SECOND AMENDMENT TO THE CNA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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                                                                    EXHIBIT 99.4

                            SECOND 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 Amendment thereto, is hereby further amended as follows:

         1. Section 4.1 is amended by deleting the phrase "the Executive Vice

President-Human Resources of Continental Casualty Company" and substituting the

phrase "the senior officer of Continental Casualty Company responsible for human

resources" in lieu thereof.

         2. Section 4.4(e) is amended to read as follows:

         "(e) No action at law or in equity shall be brought to recover benefits

under this Plan until the claim and appeal rights herein provided have been

exercised and the Plan benefits requested in such claim and appeal have been

denied in whole or in part. After exhaustion of the Plan's claim procedures, any

further legal action taken against the Plan or its fiduciaries by a c