CNA FINANCIAL CORPORATION
 STOCK PURCHASE AGREEMENT
 PURCHASE OF THE 2008 SENIOR
PREFERRED STOCK
 DATED AS OF OCTOBER 27, 2008




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CNA FINANCIAL CORPORATION
 STOCK PURCHASE AGREEMENT
 PURCHASE OF 2008 SENIOR
PREFERRED STOCK
  
    AUTHORIZATION AND FORM OF STOCK; CLOSING; EXCHANGE OF SHARES
 Authorization of Stock and Form of 2008 Senior Preferred Exhibit 1.1
 Closing; Payment




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REPRESENTATIONS AND WARRANTIES OF THE COMPANY
  Organization and Qualification of the Company Section
2.2
 Organization and Qualification of Subsidiaries
 No Conflict




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Litigation, etc.
 Company Authorizations
 Extent of Offering
 No Default
 Capital Stock
 Dividends
 Periodic Reports




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Absence of Material Adverse Effect
 Ratings
  REPRESENTATIONS AND WARRANTIES OF INVESTOR
 Investment Intent, etc.
 Sophistication, Financial Strength, Access, etc.
 Organization of Investor
 Authorization




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Binding Effect
  CONDITIONS TO CLOSING
  Representations and Warranties True at Closing: Non-Occurrence of Default
 Corporate Proceedings
 2008 Senior Preferred Certificate




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Legal Opinion Exhibit 4.4
  COVENANTS OF THE COMPANY
 Dividends Received Deduction




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Section 5.1
  Use of Proceeds
  TRANSFER OF SECURITIES
  Restrictive Legends




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Subsection A Section 6.1
 Notice of Proposed Transfer provided however
 Termination of Restrictions




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Section 6.1(A)
 Compliance with Rule 144 and Rule 144A
 Non-Applicability of Restrictions on Transfer Section 6.2 provided however
  DEFINITIONS
   Section 1.2
 Section 1.2




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Section 5.1(B)
    Section 2.1
  Section 6.3(A)
 Section 6.2
     Section 2.2
  MISCELLANEOUS
 Amendment and Waiver




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Lost, Etc., Securities Section 8.2 Section 8.2
 Survival of Covenants; Termination of Representations and Warranties
 Severability




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Successors and Assigns
 Notices
 Governing Law
 Counterparts
 Reproduction of Documents
 Transfers
 Headings
 Entire Agreement and Exhibits




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Very truly yours,
CNA FINANCIAL CORPORATIONBy:

/s/
D. Craig MenseName:
    D. Craig MenseTitle:
    Executive Vice President and Chief Financial Officer The terms of the foregoing Purchase Agreement are
approved and accepted by the undersigned as of October
27, 2008.
LOEWS CORPORATIONBy:

/s/
Peter W. KeeganName:
    Peter W. KeeganTitle:
    Senior Vice President and Chief Financial Officer




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CNA FINANCIAL CORPORATION
 CERTIFICATE OF DESIGNATION RELATING
TO THE 2008 SENIOR PREFERRED STOCK
WITH NO PAR VALUE OF
CNA FINANCIAL CORPORATION
 
 Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
 
   Preference
 Voting Rights
 Liquidation Rights
 Liquidation Amount




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No Further Right To Participate
 Proportionate Distribution
 Order of Distributions
 Dividends
 Accrual of Dividends
 Payment of Dividends




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No Additional Dividends or Interest
 Limitation on Certain Distributions
 Redemption
  Conversion; Exchange
 Protective Provisions
   Notices




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Definitions




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CNA FINANCIAL CORPORATIONBy:Its: Executive Vice President and Chief Financial Officer




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(i)
    
    The Company is a corporation duly organized, validly existing as a corporation
in good standing under the laws of the State of Delaware; and(ii)
    
    The Shares have been duly authorized and will, when issued and sold by the
Company in accordance with the terms of the Agreement, be validly issued, fully paid
and nonassessable.




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Very truly yoursJonathan D. KantorExecutive Vice President, Secretary and General Counsel