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 lump sum equal
                           to the actuarial equivalent of his benefit under this
                           Plan,

                  (ii)     to pay a Choice 2 Participant an annuity in any of
                           the forms of annuity available under the Retirement
                           Plan that are actuarially equivalent,

                  (iii)    to pay a benefit 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
                           benefits in a lump sum, which may be either more or
                           less than $250.00 per month, or

                  (iv)     to pay a Participant's benefit under this Plan,
                           either in annuity or lump sum form, at a time when
                           the Participant is eligible for, but has not yet
                           commenced, his Retirement Plan benefit, in which case
                           the amount of the Participant's benefit under this
                           Plan shall be calculated as if the Participant had
                           commenced his Retirement Plan benefit.

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 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."

         3. The amendment made by paragraph 1 is intended to clarify the meaning
of the Plan as restated, and shall be effective as of the effective date of the
restatement. The amendment made by paragraph 2 shall take effect upon adoption.
Except as otherwise provided herein, the Plan shall remain in full force and
effect.
         IN WITNESS WHEREOF, this Amendment has been executed on behalf of CNA
Financial Corporation pursuant to the authority reserved under Section 5.1 of
the Plan, this 27th day of February, 2004.


                              CNA FINANCIAL CORPORATION



                              By: /s/ Thomas Pontarelli
                                 -----------------------------------------------
                                       Thomas Pontarelli,
                                       Executive Vice President-Human Resources
                                       of Continental Casualty Company,
                                       pursuant to authority delegated by the
                                       Board of Directors of CNA Financial
                                       Corporation



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