CNA FINANCIAL CORP — Director's Dealing 2011

Feb 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CNA FINANCIAL CORP (CNA)
CIK: 0000021175
Period of Report: 2011-01-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-28	Common Stock	A	141758	—	Acquired	402680	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-28	Stock Appreciation Rights	$27.11	A	80000	Acquired	2021-01-28	Common Stock (80000)	Direct

Footnotes

F1: Common stock represents 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 were awarded on March 3, 2010 based on performance throughout 2010 and approved for distribution on January 28, 2011 in equal installments on each of the first four anniversaries of the grant date (March 3, 2010); 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 January 28, 2012.

F3: The Reporting Person received the Derivative Security pursuant to a grant of stock appreciation rights at no cost.