CNA FINANCIAL CORP — Director's Dealing 2013

Feb 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CNA FINANCIAL CORP (CNA)
CIK: 0000021175
Period of Report: 2013-02-13

Reporting Person: Fay George R. (EVP, Worldwide P&C Claim)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-13	Common Stock	A	10000	$31.97	Acquired	15471	Direct
2013-02-13	Common Stock	F	2070	$31.97	Disposed	13401	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-13	Stock Appreciation Rights	$11.51	M	10000	Disposed	2019-02-04	Common Stock (10000)	Direct

Footnotes

F1: The Reporting Person exercised 10,000 Stock Appreciation Rights and as such received a gain of 6,399 shares of the issuers common stock.

F2: The Company's Incentive Compensation Plan (as amended as of January 1, 2010) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants.

F3: The option became exercisable in four equal annual installments beginning on February 4, 2010.

F4: The Reporting Person received the Stock Appreciation Rights at no cost.