CNA FINANCIAL CORP — Director's Dealing 2012

Feb 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CNA FINANCIAL CORP (CNA)
CIK: 0000021175
Period of Report: 2012-01-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-30	Common Stock	A	85184	—	Acquired	485491	Direct
2012-01-30	Common Stock	F	8827	$27.67	Disposed	476664	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 January 28, 2011 based on performance throughout 2011 and approved for distribution on January 27, 2012 in equal installments on each of the first four anniversaries of the grant date (January 28, 2011); 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 Company's Incentive Compensation Plan (as amended and restated as of January 1, 2010) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants upon the lapse of restrictions on those shares. As previously reported, these shares were granted to Mr. Motamed on January 28, 2011.