8-K

•

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September8, 2011

CNA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-5823	36-6169860
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

333 S. Wabash, Chicago, Illinois	60604
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (312) 822-5000

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 8, 2011, Thomas F. Motamed, Chairman of the Board and Chief Executive Officer of CNA Financial Corporation (together with its subsidiaries, the "Company"), entered into the Third Amendment to Employment Agreement, dated as of May 22, 2008, as amended by the First Amendment thereto as of October 24, 2008 and by the Second Amendment thereto as of March 3, 2010 (as amended, the "Employment Agreement"). The Third Amendment further amends the Employment Agreement by extending the term of the agreement until December 31, 2016 from December 31, 2013 and modifies the annual non-cash compensation. The foregoing summary is qualified in its entirety by reference to the actual agreement attached to this Current Report as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

See Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CNA Financial Corporation
		(Registrant)
Date: September 8, 2011	By	/s/ D. Craig Mense
		(Signature)
		D. Craig Mense Executive Vice President and  Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Third Amendment to Employment Agreement, dated as of September 8, 2011, between Registrant and Thomas F. Motamed
99.1	Press Release issued by Registrant on September 8, 2011

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EX-10.1

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

The Third Amendment to Employment Agreement is entered into between CNA Financial Corporation (the “Company”) and Thomas F. Motamed (the “Executive”), as of September 8, 2011 (the “Amendment”).

WHEREAS, the Company and the Executive previously entered into an Employment Agreement, dated May 22, 2008, as amended by the First Amendment thereto as of October 24, 2008 and by the Second Amendment thereto as of March 3, 2010 (as amended, the “Employment Agreement”). Terms not otherwise defined herein shall have the meaning ascribed to them in the Employment Agreement;

WHEREAS, the Company and the Executive desire to extend the Term of the Employment Agreement to modify certain other provisions of the Employment Agreement;

NOW THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained in the Employment Agreement and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Section 1 of the Employment Agreement is hereby amended by replacing “December 31, 2013” with “December 31, 2016”.

2. Section 3(d) of the Employment Agreement is hereby amended by replacing “During the Term” in the first sentence with “For each calendar year up to and including 2011” and by replacing “that commences during the Term” in the third sentence with “up to and including 2011”. In addition, the section is also amended to add the following to the end of the section: “No further annual grant of SARs shall be made to the Executive following the grant for calendar year 2011, which shall have made in the first quarter of such calendar year.”

3. Section 3(e)(ii) of the Employment Agreement is hereby amended by replacing “Each calendar year during the Term” in the first sentence with “Each calendar year during the Term up to and including 2011” and inserting the following the following after the second sentence in the section:

“Beginning with and including calendar year 2012 and for each calendar year following during the Term, the Executive shall be granted RSUs having a value of $5,000,000 on the date of grant, based upon the VWAP.”

4. Section 3(g)(ii) of the Employment Agreement is hereby amended by replacing the second reference to “January 1, 2014” in the first sentence with “the date of termination”.

5. Except as modified by this Amendment, the Employment Agreement remains in full force and effect in accordance with its terms, covenants and conditions, all of which are hereby ratified and confirmed by the Executive and the Company. In addition, this Amendment and the Employment Agreement, as amended by this Amendment contain the entire agreement of the parties with regard to the subject matter hereof, and supersedes all prior agreements and understandings, written or oral with respect to such subject matter.

6. No provision in this Amendment may be amended unless such amendment is set forth in a writing that expressly refers to the provision of this Amendment that is being amended and that is signed by the Executive and an authorized officer of the Company.

7. This Amendment shall be governed, interpreted, performed and enforced in accordance with its express terms, and otherwise in accordance with the laws of the State of Delaware (without regard to choice of law or conflict of laws principles), to the extent not displaced by federal law.

8. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Amendment and all of which, when taken together, shall be deemed to constitute one and the same agreement. Signatures delivered by facsimile shall be deemed effective for all purposes.

[Signatures follow on subsequent page]

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Employment Agreement as of the date stated above.

CNA FINANCIAL CORPORATION
By	/s/ Jonathan D. Kantor
	Name:	Jonathan D. Kantor
	Title:	Executive Vice President, General Counsel and Secretary

THOMAS F. MOTAMED

/s/ Thomas F. Motamed

EX-99.1

FOR IMMEDIATE RELEASE

CONTACT:

Katrina Parker, 312-822-5167

CNA AMENDS EMPLOYMENT AGREEMENT WITH

CHAIRMAN, CEO TOM MOTAMED

September 8, 2011 - CNA Financial Corporation (NYSE: CNA) today announced that it has entered into an amendment to the employment agreement with Tom Motamed, chairman and chief executive officer, to extend his term with the Company. The modification extends Motamed's leadership through 2016, enabling him to continue executing the strategies he set in motion when he assumed his current position in 2009.

Since his arrival at CNA, Motamed has worked closely with CNA producers and employees across the globe to implement strategies to increase top and bottom line performance, including:

• Further developing industry-specific technical expertise while maintaining a broad appetite. CNA's deep expertise in segments such as construction and healthcare has translated into superior profitability and growth over time. The same customer-focused approach is now taking hold in other industries including manufacturing, financial institutions, professional services, technology, small business, retail, commercial real estate, education and wholesale distribution.

• Managing the mix of business to improve profitability. CNA has reprofiled its business, strengthened its profitable Specialty business, and added more resources at the point of sale to drive growth. In its Commercial segment, CNA has begun to turn around its performance with new leadership, additional underwriting talent and improved tools and metrics for front-line underwriters.

• Extending its geographic reach throughout the U.S., Canada and Europe. CNA has opened four new branch offices, with a fifth scheduled to open this year; as well as adding additional talent and resources, and increasing authority at the point of sale.

“Over the past two years, we have built a first-class team and we continue to recruit significant talent as we build the company for the long term,” said Motamed. “We are encouraged by positive feedback from producers and insureds on our efforts to make CNA a more producer-friendly company with strong underwriting and service capabilities."

CNA's progress on these strategies is evident in its 2^nd quarter 2011 results, which saw premium growth in its Specialty and Commercial segments, improving rate trends, strong submission activity and new business. This was the first quarter in which CNA had positive growth in both Specialty and Commercial since fourth quarter 2006.

- more -

In addition, CNA's balance sheet remains very strong. Under Motamed's leadership, CNA's book value per common share has increased from $20.92 to $43.09 at the end of this year's second quarter, a 106% improvement. During last year's third quarter, CNA virtually eliminated its exposures to legacy asbestos and pollution liabilities through a loss portfolio transaction with National Indemnity Company, a subsidiary of Berkshire Hathaway.

In other significant actions since Motamed's arrival, CNA sold its Argentine workers' compensation operation, and reached an agreement to sell its interest in First Insurance Company of Hawaii, scheduled to close in fourth quarter 2011. These transactions will enable the company to redeploy capital to core businesses. Additionally, CNA purchased the shares of CNA Surety that it did not already own, increasing its scale in this profitable business. The company also resumed its quarterly common stock dividend.

Serving businesses and professionals since 1897, CNA is the country's seventh largest commercial insurance writer and the 13^th largest property and casualty company.  CNA's insurance products include standard commercial lines, specialty lines, surety, marine and other property and casualty coverages.  CNA's services include risk management, information services, underwriting, risk control and claims administration.  For more information, please visit CNA at www.cna.com. CNA is a registered trademark of CNA Financial Corporation.

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