CNA FINANCIAL CORP — Director's Dealing 2014

May 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CNA FINANCIAL CORP (CNA)
CIK: 0000021175
Period of Report: 2014-05-07

Reporting Person: Mense D Craig (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-07	Common Stock	M	17855	$27.27	Acquired	47362	Direct
2014-05-07	Common Stock	S	17855	$41.64	Disposed	29507	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-07	Stock Options	$27.27	M	17855	Disposed	2015-02-09	Common Stock (17855.0)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $41.55 to $41.75. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected

F2: As previously reported, the option became exercisable in four equal annual installments beginning on February 9, 2006.

F3: The Reporting Person received the Stock Options at no cost.