CNA FINANCIAL CORP — Director's Dealing 2009

Jan 9, 2009

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CNA FINANCIAL CORP (CNA)
CIK: 0000021175
Period of Report: 2009-01-01

Reporting Person: MOTAMED THOMAS F (Director, Chairman and CEO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	130464	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Appreciation Rights	$16.50	2019-01-02	Common Shares (80000)		Direct

Footnotes

F1: Common stock respresents the underlying security of restricted stock units granted to the reporting person, each restricted stock unit representing a contingent right to receive one share of CNA Financial Corporation common stock. The restricted stock units vest in equal installments on each of the first four anniversaries of the grant date (January 2, 2009); provided, however, that no restricted stock unit shall vest on such vesting date unless the reporting person has been continuously employed by CNA Financial Corporation from the grant date until such vesting date except as otherwise specified in award terms and employment agreement.

F2: The stock appreciation rights paid in CNA Financial Corporation Common Stock vests annually in four equal installments commencing on January 2, 2010 except as otherwise specified in award terms and employment agreement.