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) May 22, 2008

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

(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):

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

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

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

o 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 May 23, 2008, the Registrant issued a press release announcing the decision of Stephen W. Lilienthal to retire as Registrant’s Chairman and Chief Executive Officer, effective June 8, 2009. The press release is filed as Exhibit 99.1 to this Form 8-K.

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

On May 23, 2008 Registrant issued a press release announcing that Thomas F. Motamed will succeed Stephen W. Lilienthal as Registrant’s Chairman of the Board and Chief Executive Officer, effective June 8, 2009. The press release is filed as Exhibit 99.1 to this Form 8-K. The term of Mr. Motamed’s appointment will be from commencement through December 31, 2013. His base salary at commencement will be $1,000,000, with potential increases beginning in 2010. His annual incentive bonus opportunity will be as determined by the Compensation Committee of Registrant’s Board of Directors, with a minimum target payout opportunity of $2.5 million and a maximum annual incentive bonus of $4 million. Mr. Motamed will also be eligible for a long term incentive cash bonus with a target of 25% of his base salary. At commencement he will receive a grant of restricted stock units of Registrant’s common stock with a value of $2.5 million, and he will be eligible to receive annual grants of such restricted stock units with a target value of $2.5 million, subject to achievement of applicable net operating income goals as set annually by the Compensation Committee. He will also receive an annual grant of 80,000 stock appreciation rights paid in Registrant’s common stock, subject to the terms of Registrant’s 2000 Incentive Compensation Plan.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit No.	Description
99.1	CNA Financial Corporation press release, issued May 23, 2008, announcing the decision of Stephen W. Lilienthal to retire as Registrant’s Chairman and Chief Executive Officer and the appointment of Thomas F. Motamed as Mr. Lilienthal’s successor to those offices on June 8, 2009.

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: May 23, 2008	By	/s/ D. Craig Mense
		(Signature)
		D. Craig Mense
		Executive Vice President and
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

MEDIA CONTACTS:

Sarah J. Pang, 312/822-6394
Katrina W. Parker, 312/822- 5167

CNA ANNOUNCES SENIOR LEADERSHIP SUCCESSION PLAN

CHICAGO, May 23, 2008 — CNA Financial Corporation (NYSE: CNA) today announced a senior leadership succession plan. Upon Stephen W. Lilienthal’s retirement, effective June 8, 2009, Thomas F. Motamed will succeed Mr. Lilienthal as Chairman and Chief Executive Officer of CNA Financial Corporation. Mr. Lilienthal will remain in his current position until Mr. Motamed joins CNA.

Mr. Motamed will join CNA following 31 years at The Chubb Corporation. Since 2002, he has served as vice chairman and chief operating officer of The Chubb Corporation and president and chief operating officer of Chubb & Son. In these positions, he was responsible for worldwide underwriting and field operations, strategic marketing, operations services and corporate development. Previously, Mr. Motamed served in a variety of senior management positions at Chubb since joining the company in 1977 as a claims trainee.

“We are very pleased to have a proven insurance professional with Tom’s experience and leadership qualities taking the helm at CNA,” said James S. Tisch, a member of the CNA board of directors. “Tom’s broad experience across virtually every insurance discipline will be invaluable for continuing CNA’s solid performance in a tough market. I expect that Tom will hit the ground running and that it will be a smooth transition.”

Mr. Tisch added, “I want to highlight and acknowledge Steve Lilienthal’s ongoing accomplishments. Under Steve’s leadership, CNA completed a very successful turnaround. Today, CNA’s financial foundation is solid and it has emerged as a very strong competitor in the commercial insurance marketplace.”

Marvin Zonis, who also serves on the CNA board, said, “Insurance is a data-intensive business that demands a high level of technical skill. Steve combined these skills with exceptional leadership, and Tom has exactly the same strengths.” Mr. Zonis is Professor Emeritus of the University of Chicago Graduate School of Business.

Mr. Lilienthal added, “I am pleased with the enormous progress the CNA team has made and I look forward to continuing this work over the next year. It has been an honor to lead CNA, and as I look toward retirement, I am pleased we have found a successor of Tom’s caliber.”

About the Company

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 service mark, trade name and domain name of CNA Financial Corporation.

FORWARD-LOOKING STATEMENT

This press release may include statements which relate to anticipated future events (forward-looking statements) rather than actual present conditions or historical events. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and generally include words such as “believes”, “expects”, “intends”, “anticipates”, “estimates” and similar expressions. Forward-looking statements, by their nature, are subject to a variety of inherent risks and uncertainties that could cause actual results to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by CNA. For a detailed description of these risks and uncertainties please refer to CNA’s filings with the Securities and Exchange Commission, available at www.cna.com.

Any forward-looking statements made in this press release are made by CNA as of the date of this press release. Further, CNA does not have any obligation to update or revise any forward-looking statement contained in this press release, even if CNA’s expectations or any related events, conditions or circumstances change.

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