exv10w3




Exhibit 10.3


Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (the “Depository”), to the Company or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of the Depository (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.




			
	REGISTERED

	 	REGISTERED






CNA FINANCIAL CORPORATION




7.350% NOTE DUE November 15, 2019




	 	 	 
	 

	 	CUSIP 126117AP5
	 
	 	 
	 

	 	ISIN US126117AP53
	 
	 	 
	No. 001

	 	US$350,000,000





CNA FINANCIAL CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (the “Company”, which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered
assignees, the principal sum of Three Hundred Fifty Million Dollars ($350,000,000) on November 15,
2019, and to pay interest thereon from and including November 13, 2009, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15
and November 15 of each year, commencing May 15, 2010, at the rate of 7.350% per annum, until the
principal hereof becomes due and payable, and at such rate on any overdue principal and (to the
extent that the payment of such interest shall be legally enforceable) on any overdue installment
of interest. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest payment, which shall be the May 1 or November 1 (whether or not a
Business Day), as the case may be, prior to the applicable Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holder on such Regular Record Date by virtue of his having been such Holder, and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.



Payment of the principal of (and premium, if any) and interest on this Security will be in
immediately available funds, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.



Unless the certificate of authentication herein has been duly executed by the Trustee referred
to herein by manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



This security is one of a duly authorized issue of securities of the Company (the
“Securities”), issued or to be issued in one or more series under an indenture, dated as of March
1, 1991, as amended and supplemented by a first supplemental indenture, dated as of October 15,
1993, and a second supplemental indenture, dated as of December 15, 2004 (collectively, the
“Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor
in interest to J. P. Morgan Trust Company, National Association (formerly known as The First
National Bank of Chicago), a national banking association, as trustee (the “Trustee”, which term
includes any successor Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to




 









 







be, authenticated and delivered. This Security is one of the series designated “7.350% Notes
due November 15, 2019”, and is limited, subject to the provisions of the Indenture, initially in
aggregate principal amount to $350,000,000. The Company may, from time to time, without the
consent of the Holders of the Securities of this series, reopen this series and issue additional
Securities.



The Securities of this series will be redeemable, in whole or in part, at the Company’s option
at any time, at a redemption price (the “Redemption Price”) equal to the greater of (i) 100% of the
principal amount of the Securities of this series and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the Securities of this series (exclusive
of interest accrued to the date of redemption (the “Redemption Date”)) discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 50 basis points, plus accrued interest thereon to the Redemption Date.



“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such Redemption Date.



“Comparable Treasury Issue” means the United States Treasury security or securities selected
by an Independent Investment Banker as having an actual or interpolated maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of a comparable maturity to the remaining term of such Securities.



“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.



“Comparable Treasury Price” means, with respect to any Redemption Date, (A) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.



“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York time on
the third business day preceding such Redemption Date.



“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., J.P. Morgan
Securities Inc., a Primary Treasury Dealer (as defined below) selected by Wells Fargo Securities,
LLC and one other U.S. Government securities dealer selected by the Company, or their affiliates
which are primary U.S. Government securities dealers, and their respective successors; provided,
however, that if any of the foregoing or their affiliates shall cease to be a primary U.S.
Government securities dealer in The City of New York (a “Primary Treasury Dealer”), the Company
shall substitute therefor another Primary Treasury Dealer.



Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Securities of this series to be redeemed.



Unless the Company defaults in payment of the Redemption Price, on and after the Redemption
Date interest will cease to accrue on the Securities of this series or portions thereof called for
redemption.



If an Event of Default with respect to the Securities of this series shall have occurred and
be continuing, the principal of all the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.




 









 







In addition to the covenants contained in the Indenture, the Company hereby covenants and
agrees that it will not, and will not permit any Subsidiary to, create, assume, incur or permit to
exist any indebtedness for borrowed money (including any guarantee of indebtedness for borrowed
money) that is secured by a pledge, lien or other encumbrance on:





	 	(a)	 	the voting securities of The Continental Corporation, Continental
Casualty Company, The Continental Insurance Company, Continental Assurance Company,
CNA Surety Corporation or CNA National Warranty Corporation, or any Subsidiary
succeeding to any substantial part of the business now conducted by any of those
corporations (collectively, the “Principal Subsidiaries”), or
	 
	 	(b)	 	the voting securities of a Subsidiary that owns, directly or
indirectly, the voting securities of any of the Principal Subsidiaries,




without making effective provision so that the Outstanding Securities of this series shall be
secured equally and ratably with the indebtedness so secured so long as such other indebtedness
shall be secured. This covenant and agreement by the Company constitutes an agreement of the
Company in respect of the Securities of this series within the meaning of Section 5.1(d) of the
Indenture.



For purposes of the preceding paragraph, “Subsidiary” means any corporation, partnership or
other entity of which at the time of determination the Company or one or more other Subsidiaries
own directly or indirectly more than 50% of the outstanding shares of the Voting Stock or
equivalent interest, and “Voting Stock” means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency.



The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities to be affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount of the outstanding
Securities to be affected. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities of any series at the time
Outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.



Holders of Securities may not enforce their rights pursuant to the Indenture or the Securities
except as provided in the Indenture. No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on this Security at
the times, place and rate, and in the coin or currency, herein prescribed.



The Securities of this series are issuable in registered form without coupons in minimum
denominations of $2,000 and any integral multiple of $1,000. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series of different authorized denominations,
as requested by the Holder surrendering the same.



As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable on the Security Register of the Company, upon surrender of
this Security for registration of transfer at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company, the Security Registrar and the Trustee and duly
executed by the Holder hereof or his attorney duly authorized in writing, thereupon one or more new
Securities of this series, of authorized denominations and for the same aggregate principal amount
will be issued to the designated transferee or transferees.




 









 







This Security is in the form of a Global Security as provided in the Indenture. If at any
time the Depository notifies the Company that it is unwilling or unable to continue as Depository
for this Security or if at any time the Depository for this Security shall no longer be eligible or
in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute
or regulation, the Company shall appoint a successor Depository with respect to this Security. If
a successor Depository for this Security is not appointed by the Company within 90 days after the
Company receives notice or becomes aware of such ineligibility, the Company will execute, and the
Trustee or its agent, upon receipt of a Company Request for the authentication and delivery of
certificates representing Securities of this series in exchange for this Security, will
authenticate and deliver, certificates representing Securities of this series of like tenor and
terms in an aggregate principal amount equal to the principal amount of this Security in exchange
for this Security.



The Company may at any time and in its sole discretion determine that this Security or portion
hereof shall no longer be represented in the form of a Global Security. In such event the Company
will execute, and the Trustee, upon receipt of a Company Request for the authentication and
delivery of certificates representing Securities of this series in exchange in whole or in part for
this Security, will authenticate and deliver certificates representing Securities of this series of
like tenor and terms in definitive form in an aggregate principal amount equal to the principal
amount of this Security or portion hereof in exchange for this Security.



If specified by the Company pursuant to the Indenture with respect to this Security, the
Depository may surrender this Security in exchange in whole or in part for certificates
representing Securities of this series of like tenor and terms in definitive form on such terms as
are acceptable to the Company and the Depository. Thereupon the Company shall execute, and the
Trustee or its agent shall authenticate and deliver, without a service charge, (1) to each Holder
specified by the Security Registrar or the Depository a certificate or certificates representing
Securities of this series of like tenor and terms and of any authorized denomination as requested
by such person in an aggregate principal amount equal to and in exchange for such Holder’s
beneficial interest as specified by the Security Registrar or the Depository in this Security; and
(2) to the Depository a new Global Security of like tenor and terms and in an authorized
denomination equal to the difference, if any, between the principal amount of the surrendered
Security and the aggregate principal amount of certificates representing Securities delivered to
Holders thereof.



No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



Prior to due presentment of this Security for registration or transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



No recourse shall be had for the payment of the principal of or interest on this Security, or
for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liabilities being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.



The Securities of this series are subject to defeasance at the option of the Company as
provided in the Indenture.



All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




 









 







IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.




	 	 	 	 	 	 	 
	Dated: November 13, 2009	 	CNA FINANCIAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  /s/ D. Craig Mense	 	 
	 	 	 
	 	 
	 

	 	Name: 
	  D. Craig Mense	 	 
	 

	 	Title: 
	  Executive Vice President and 

  Chief Financial Officer	 	 
	[SEAL]
	 	 	 	 	 	 
	 	 	Attest:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  /s/ Mary Ribikawskis	 	 
	 	 	 
	 	 
	 

	 	Name:
	  Mary Ribikawskis	 	 
	 

	 	Title:
	  Assistant Vice President and 


  Assistant Secretary	 	 
	 
	 
	 
	This is one of the Securities of the series designated herein and referred to in the
within-mentioned Indenture.


	 
	 	 	 	 	 	 	 
	Dated: November 13, 2009	 	THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	  /s/ L. Garcia
 

  Authorized Officer
	 	 






[Signature Page to Global Note]




 









 








—




ABBREVIATIONS



The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN  - as joint tenants with right of survivorship and not as tenants in common




	 	 	 	 	 	 	 	 	 	 	 
	 	  UNIF GIFT MIN ACT -

	 	 
	Custodian	 
	 	 
	 

	 	 	 	  (Cust)  
	 	 	  (Minor)  	 	 
	 	 	 	 	Under Uniform Gifts to Minors Act
	 	 	 	 	 	 	 
	 	 	 	 	(State)
	 	 





Additional abbreviations may also be used though not in the above list.



—




FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto




PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 
	 	 	 	 	 	 
	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE





                                                                    
            

the within Security and all rights thereunder, hereby irrevocably constituting and appointing
                     attorney to transfer said Security on the books of the Company,
with full power of substitution in the premises.




	 	 	 	 	 
	Dated:
	 	 	 	 
	 
	 

	 	 

Signature
	 	 





NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.



THE SIGNATURE(S) MUST BE GUARANTEED BY AN “ELIGIBLE GUARANTOR INSTITUTION” THAT IS A MEMBER OR
PARTICIPANT IN A “SIGNATURE GUARANTEE PROGRAM” (E.G., THE SECURITIES TRANSFER AGENTS MEDALLION
PROGRAM, THE STOCK EXCHANGE MEDALLION PROGRAM OR THE NEW YORK STOCK EXCHANGE, INC. MEDALLION
SIGNATURE PROGRAM).