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) October 24, 2016

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(b) Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 24, 2016, the Registrant issued a press release announcing the decision of Thomas F. Motamed to step down as Registrant’s Chairman and Chief Executive Officer, effective November 19, 2016. Mr. Motamed will remain employed by Registrant until his retirement date of December 31, 2016. The press release is filed as Exhibit 99.1 to this Form 8-K. Registrant had previously announced Mr. Motamed’s pending retirement at the end of 2016 by press release issued on November 16, 2015.

ITEM 5.02(c) Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 24, 2016, Registrant issued a press release announcing that Dino Robusto will succeed Thomas F. Motamed as Registrant’s Chairman of the Board and Chief Executive Officer, effective November 21, 2016. The press release is filed as Exhibit 99.1 to this Form 8-K. Registrant has previously announced Mr. Motamed’s succession by Dino Robusto by press release issued on November 16, 2015.

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

Mr. Motamed and Registrant have agreed to modify certain terms of Mr. Motamed’s employment agreement in respect of his pending retirement. The letter agreement specifying the terms of Mr. Motamed’s retirement is filed as Exhibit 99.2 to this Form 8-K and the foregoing summary is qualified in its entirety by such agreement, which is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits
Exhibit No.	Description
99.1	CNA Financial Corporation press release, issued October 24, 2016, announcing the decision of Thomas F. Motamed to step down as Registrant’s Chairman and Chief Executive Officer and the appointment of Dino Robusto as Mr. Motamed’s successor to those offices on November 21, 2016.
99.2	Letter Agreement entered into between Registrant and Thomas F. Motamed, dated as of October 24, 2016.

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:  October 24, 2016	By	/s/ Jonathan D. Kantor
		(Signature)
		Jonathan D. Kantor Executive Vice President, General Counsel and Corporate Secretary

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EX-99.1

CONTACT:

Brandon Davis, 312-822-5167 / 312-834-6091

Sarah Pang, 312-822-6394 / 312-607-5544

DINO ROBUSTO TO ASSUME ROLE OF CNA’S CHAIRMAN AND CEO ON NOVEMBER 21, 2016

CHICAGO, October 24, 2016 — CNA Financial Corporation (NYSE: CNA) announced today that Dino E. Robusto will assume the role of Chairman and Chief Executive Officer on November 21, 2016, succeeding Thomas F. Motamed, who is retiring after eight years at the helm of CNA. Last November CNA announced that Mr. Robusto would be joining the company in late 2016.

“Dino’s impressive track record of success and extensive experience across nearly every insurance industry discipline will serve CNA well in the Company’s next phase of growth and development,” said James S. Tisch, a member of the CNA Board of Directors and Chief Executive Officer of Loews Corporation (NYSE: L), CNA’s largest shareholder. “The CNA Board of Directors and I enthusiastically welcome Dino and look forward to benefiting from his leadership.”

“We would also like to thank Tom for his many accomplishments at CNA. During Tom’s tenure, CNA’s underwriting capabilities, operating performance and competitive standing have improved significantly,” Mr. Tisch emphasized. “Tom is leaving the company with a deep bench and a fortress balance sheet. Over the past three years, CNA has paid almost $2 billion in dividends to shareholders while maintaining a AAA level of capital.”

Mr. Tisch added, “Dino is inheriting a CNA poised for continued growth and further value creation, thanks to the expertise and dedication of Tom and his team.”

About CNA

Serving businesses and professionals since 1897, CNA is the country’s eighth largest commercial insurance writer and the 14th largest property and casualty company. CNA’s insurance products include 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 service mark registered by CNA Financial Corporation with the United States Patent and Trademark Office. Certain CNA Financial Corporation subsidiaries use the "CNA" service mark in connection with insurance underwriting and claims activities.

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EX-99.2

333 S. Wabash Ave. Chicago IL 60604

October 24, 2016

Mr. Thomas F. Motamed

Chairman of the Board & Chief Executive Officer

CNA Financial Corporation

333 S. Wabash Avenue

Chicago, IL 60604

Dear Tom,

It is remarkable to reflect on the tremendous progress made at CNA Financial Corporation (the “Company”) during the past eight years under your exemplary leadership as Chairman of the Board and Chief Executive Officer. We are deeply grateful to you, as you prepare to retire, for all you have done to better the Company and position it for continued success. Thank you.

The purpose of this letter is to acknowledge the dates and terms of your retirement. As discussed, while your retirement from the Company as an employee will be effective as of December 31, 2016, you will be submitting your resignation as Chairman and CEO of the Company, as well as resignations for each officer and director position you currently hold for each affiliated entity of the Company (other than CNA Insurance Company Limited and Hardy (Underwriting Agencies) Limited), along with any directorship you hold at the direction of the Company, with an effective date of November 19, 2016.

Reference is made to the Employment Agreement dated May 22, 2008 by and between the Company and you (as amended, the “Agreement”). By your and my signature below, we acknowledge and agree that: (a) you will resign your officer and director positions at the Company and each affiliated entity (other than CNA Insurance Company Limited and Hardy (Underwriting Agencies) Limited) effective as of November 19, 2016; (b) you will resign your

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director positions at CNA Insurance Company Limited and Hardy (Underwriting Agencies) Limited no later than December 31, 2016; (c) the effective date of your retirement for purposes of Section 6.5 of the Agreement will be December 31, 2016, the end of your current employment Term (as defined in the Agreement); (d) upon your retirement you will be entitled, notwithstanding anything elsewhere to the contrary, to all the benefits described, or referred to, in Section 6.5 of the Agreement; and (e) the termination of your employment will be treated no less favorably than a retirement for purposes of any plan, program, agreement or arrangement of the Company or any of its affiliates (including, without limitation, any outstanding long term incentive compensation award). Without limiting the foregoing and for the avoidance of doubt, you also acknowledge and agree that your retirement under this letter agreement will not be deemed to be a termination governed by Section 6.2, 6.3 or 6.4 of the Agreement and, accordingly, you will not be entitled to any of the benefits provided under Section 6.3(a) (except to the extent also provided under Section 6.5). You will continue to have access to the Company’s systems, office space and administrative assistance throughout the Term and may use the Company aircraft during the period from November 20, 2016 to December 31, 2016 for personal use if the aircraft is available and you have not otherwise reached the maximum miles for the calendar year 2016 as provided for in and pursuant to Section 4 of the Agreement, this benefit to be provided in accordance with past practice with respect to tax reimbursement. In addition, the Company will promptly pay, or reimburse you for, any appropriately documented fees or charges of counsel and other professionals (not to exceed, in the aggregate, $15,000) that you reasonably incur in connection with entering into, and implementing the terms of, this letter agreement. You also acknowledge that pursuant to the disclosure rules of the Securities and Exchange Commission, this letter agreement will be publicly filed by the Company within the requisite time period.

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This letter shall be governed, interpreted, performed and enforced in accordance with the laws of the State of Delaware (without regard to choice of law or conflict of laws principles).

Sincerely,

CNA FINANCIAL CORPORATION

By:	/S/ Jonathan D. Kantor
Name:	Jonathan D. Kantor
Title:	Executive Vice President, General Counsel and Corporate Secretary

AGREED AND ACKNOWLEDGED

By:	/S/ Thomas F. Motamed
	Thomas F. Motamed

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