AMENDED AND RESTATED CONTINENTAL CASUALTY COMPANY SURPLUS NOTE

Exhibit 10.4

AMENDED AND RESTATED
CONTINENTAL CASUALTY COMPANY
SURPLUS NOTE

Continental Casualty Company, an Illinois insurance company, (the “Company”), for value received, promises to pay to the order of CNA Financial Corporation or its registered assigns (the “Noteholder”) on demand as provided herein the principal amount of One Billion Dollars ($1,000,000,000), and to pay interest on the outstanding principal balance of this Surplus Note at the rate equivalent to ten percent (10%) per annum. The outstanding principal balance of this Surplus Note, issued pursuant to 215 ILCS 5/34.1 of the Illinois Insurance Code, together with any interest due thereon, shall not be considered as a legal liability on the statutory financial statements of the Company or be the basis of any offset unless and until the Director of the Division of Insurance of the Illinois Department of Financial and Professional Regulation (the “Director”) approves such payment.

1. Term . This Surplus Note shall have a term of thirty (30) years (“Term”). At the end of the Term, this Surplus Note shall be due and payable in full by the Company to the Noteholder, unless earlier paid and satisfied in full pursuant to its provisions.

2. Payments . All payments or prepayments of principal or interest on this Surplus Note by the Company may be made only with the prior written approval of the Director.

a. Application of Payments . Any payments made on account of this Surplus Note shall be applied first to accrued and unpaid interest, and second to the unpaid principal hereof.

b. Interest Payments . Subject to the prior written approval of the Director, payments of interest on this Surplus Note shall be made on the last business day of each quarter, commencing on December 31, 2008 (each a “Scheduled Payment Date”) as long as the Company’s NAIC Authorized Control Level Risk Based Capital is in excess of 250%. If a Scheduled Payment Date is not a day on which both the Company and nationally chartered United States banks are open for business, interest shall be paid on the next business day and shall include accrued and unpaid interest through such date. Interest on this Surplus Note shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

c. Principal Prepayment at Company’s Option . Subject to the prior written approval of the Director, the Company may prepay this Surplus Note in whole or part at any time and from time to time without premium or penalty and with accrued and unpaid interest through the date of prepayment.

3. Method of Payment . All payments of principal or in