Second Amendment to Supplemental Executive Savings and Capital Plan

EXHIBIT 10.19

SECOND AMENDMENT TO THE
CNA SUPPLEMENTAL EXECUTIVE SAVINGS
AND CAPITAL ACCUMULATION PLAN

     The CNA SUPPLEMENTAL EXECUTIVE SAVINGS AND CAPITAL ACCUMULATION 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 claimant must be filed in a court of law no later than 120 days after the final adverse benefit determination of the Operations Committee (or other final appeals fiduciary) is communicated to the claimant or his or her legal representative, notwithstanding any other statute of limitations. In the event a claimant wishes to bring a legal action against the Plan or one of its fiduciaries, such legal action shall be governed by the procedural and substantive laws of the State of Illinois, to the extent such laws are not preempted by ERISA, notwithstanding any conflict of laws principles.”

     3. This amendment shall be effective upon the date of adoption, and in the case of the amendment made by paragraph 2 shall apply to all claims pending on such date. 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 23 day of March, 2004.