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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,
