exv10w1






CNA Financial Corporation





$350,000,000

Debt Securities




      




	 	 	 
	 

	 	New York, New York
	 

	 	November 9, 2009







To the Representatives

named in Schedule I hereto

of the several Underwriters named

in Schedule II hereto




Ladies and Gentlemen:




             CNA Financial Corporation, a Delaware corporation (the “Company”), proposes to sell to the
several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the
“Representatives”) are acting as representatives, $350,000,000 aggregate principal amount of its
7.350% Notes due 2019 (said Notes to be issued and sold by the Company being hereinafter called the
“Securities”) to be issued pursuant to the provisions of an Indenture dated as of March 1, 1991,
between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to J. P.
Morgan Trust Company, National Association (formerly known as The First National Bank of Chicago),
as Trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of
October 15, 1993, and by the second supplemental indenture, dated as of December 15, 2004 between
the Company and the Trustee (as so supplemented, the “Indenture”). To the extent there are no
additional Underwriters listed on Schedule II other than you, the term Representatives as used
herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean
either the singular or plural as the context requires. Any reference herein to the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12
of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus
or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”,
“amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the
filing of any document under the Exchange Act after the Effective Date of the Registration
Statement, or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used
herein are defined in Section 20 hereof.



1.          Representations and Warranties. The Company represents and warrants to, and agrees with,
each Underwriter that:





             (a)          The Company meets the
requirements for use of Form S-3 under the Act and has
prepared and filed with the Commission a registration statement (the file number of which is
set forth in Schedule I hereto) on Form S-3, including a related basic prospectus, for
registration under the Act of the offering and sale of the Securities. Such Registration
Statement, including any amendments thereto filed prior to the Execution Time, have been
declared effective by the Commission. The Company may have filed with the Commission, as
part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more
Preliminary Final Prospectuses, each of which has previously been furnished to you. The
Company will file with the Commission a final prospectus supplement relating to the
Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall
contain all information required by the Act and the rules thereunder, and, except to the
extent the Representatives shall agree in writing to a modification, shall be in all
substantive respects in the form furnished to you prior to the Execution Time or, to the
extent not completed at the Execution Time, shall contain only such specific



 









 







additional information and other changes (beyond that contained in the Basic Prospectus and
any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution
Time, will be included or made therein. The Registration Statement, at the Execution Time,
meets the requirements set forth in Rule 415(a)(1)(x).




             (b)          On the Effective Date, the
Registration Statement did or will, and when the Final
Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing
Date (as defined herein), the Final Prospectus (and any supplement thereto) will, comply in
all material respects with the applicable requirements of the Act, the Exchange Act and the
Trust Indenture Act and the respective rules thereunder; on the Effective Date and at the
Execution Time, the Registration Statement did not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading; on the Effective Date and on the
Closing Date, the Indenture did or will comply in all material respects with the applicable
requirements of the Trust Indenture Act and the rules thereunder; and as of its date and on
the Closing Date and any settlement date, the Final Prospectus (together with any supplement
thereto) will not, include any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that the Company makes no representations or warranties as to (i) that part of the
Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under
the Trust Indenture Act, of the Trustee or (ii) the information contained in or omitted from
the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance
upon and in conformity with information furnished in writing to the Company by or on behalf
of any Underwriter through the Representatives specifically for inclusion in the
Registration Statement or the Final Prospectus (or any supplement thereto), it being
understood and agreed that the only such information furnished by or on behalf of any
Underwriters consists of the information described as such in Section 8(b) hereof.




             (c)          As of the Applicable Time,
(i) the Disclosure Package, when taken together as a
whole, and (ii) each electronic road show, when taken together with the Disclosure Package,
does not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The preceding sentence does not apply to statements in
or omissions from the Disclosure Package based upon and in conformity with written
information furnished to the Company by any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the only such information
furnished by or on behalf of any Underwriter consists of the information described as such
in Section 8(b) hereof.




             (d)          The Company agrees, unless
previously paid, to pay the fees required by the
Commission relating to the Securities.




             (e)          At the earliest time after the
filing of the Registration Statement that the
Company or another offering participant made a bona fide offer (within the meaning of Rule
164(h)(2)) relating to the Securities, the Company was not and is not an Ineligible Issuer
(as defined in Rule 405), without taking account of any determination by the Commission
pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible
Issuer.




             (f)          As of the time of its first
use, each Issuer Free Writing Prospectus does not or
will not include any information that conflicts with the information contained in the
Registration Statement, including any document incorporated therein and any prospectus
supplement deemed to be a part thereof that has not been superseded or modified. The
foregoing sentence does not apply to statements in or omissions from the Disclosure Package
based upon and in conformity with written information furnished to the Company by any
Underwriter through the Representatives specifically for use therein, it being understood
and agreed that the only such information furnished by or on behalf of any Underwriter
consists of the information described as such in Section 8(b) hereof.



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             (g)          The Notes conform in all
material respects to the description thereof contained in
the Final Prospectus.




             (h)          The Company has been duly
incorporated and is validly existing as a corporation in
good standing under the laws of the State of Delaware with full corporate power and
authority to own or lease, as the case may be, and to operate its properties and conduct its
business as described in the Disclosure Package and the Final Prospectus, and other than as
could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, is duly qualified to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction which requires such qualification.




             (i)          Each of the Material
Subsidiaries is validly existing as an insurance company
(other than The Continental Corporation, which is validly existing as a New York business
corporation, CNA Surety Corporation, which is validly existing as a Delaware corporation and
CNA National Warranty Corporation, which is validly existing as an Arizona corporation) and
is authorized to transact its appropriate business under the insurance code of its
domiciliary state, with full corporate power and authority to own its properties and conduct
its business as described in the Disclosure Package and the Final Prospectus, and is duly
licensed to do business as a foreign insurer and is authorized to transact its appropriate
business under the laws of each jurisdiction which requires such licensure wherein it owns
or leases material properties or conducts material business, except where the failure to be
so licensed could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.




             (j)          All the outstanding shares of
capital stock of each Material Subsidiary have been
duly and validly authorized and issued and are fully paid and nonassessable, and, except as
otherwise set forth in the Disclosure Package and the Final Prospectus, all outstanding
shares of capital stock of the Material Subsidiaries are owned by the Company either
directly or through wholly owned subsidiaries (except for CNA Surety Corporation, of which
the Company owns approximately 62%) free and clear of any security interests, claims, liens
or encumbrances, except where the existence of any such security interest, claim, lien or
encumbrance, could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.




             (k)          The Company’s authorized
equity capitalization is as set forth in the Disclosure
Package and the Final Prospectus; the capital stock of the Company conforms in all material
respects to the description thereof contained in the Disclosure Package and the Final
Prospectus; the Securities have been duly and validly authorized and when executed and
authenticated in accordance with the provisions of the Indenture and delivered to and paid
for by the Underwriters in accordance with the terms of this Agreement, will be entitled to
the benefits of the Indenture and will be valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or
similar laws affecting creditors’ rights generally and general principles of equity.




             (l)          There is no franchise, contract
or other document of a character required to be
described in the Registration Statement, the Disclosure Package or the Final Prospectus, or
to be filed as an exhibit thereto, which is not described or filed as required.




             (m)          This Agreement has been duly
authorized, executed and delivered by the Company and
constitutes a valid and binding obligation of the Company enforceable in accordance with its
terms (except as rights to indemnification and contribution hereunder may be limited by
applicable law and subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally
from time to time in effect and to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless
of whether considered in a proceeding in equity or at law).




             (n)          The Indenture has been duly
qualified under the Trust Indenture Act, and has been
duly authorized, executed and delivered by the Company and is a valid and binding agreement
of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency or similar laws affecting creditors’ rights generally and general principles of
equity. The Indenture conforms in all



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material respects to the description thereof in the Registration Statement, the Disclosure
Package and the Final Prospectus.




             (o)          The Company is not and, after
giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in the Final Prospectus
will not be, an “investment company” as defined in the Investment Company Act of 1940, as
amended.




             (p)          No consent, approval,
authorization, filing with or order of any court or
governmental agency or body is required to be obtained by the Company in connection with the
transactions contemplated herein, except such as have been or will be obtained under the Act
and the Exchange Act and such as may be required under the blue sky laws of any jurisdiction
in connection with the purchase and distribution of the Securities by the Underwriters in
the manner contemplated herein and in the Disclosure Package and the Final Prospectus.




             (q)          Neither the issue and sale of
the Securities (including the application of the
proceeds therefrom as described in the Final Prospectus) nor the consummation of any other
of the transactions herein contemplated nor the fulfillment of the terms hereof will
conflict with, result in a breach or violation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its Material Subsidiaries
pursuant to, (i) the charter or by-laws of the Company or any of its Material Subsidiaries,
(ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement,
loan agreement or other agreement, obligation, condition, covenant or instrument to which
the Company or any of its Material Subsidiaries is a party or bound or to which its or their
property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree
applicable to the Company or any of its Material Subsidiaries of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having jurisdiction
over the Company or any of its Material Subsidiaries or any of its or their properties,
except, with respect to clauses (ii) and (iii) above, for such conflicts, breaches,
violations or impositions that could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.




             (r)          No holders of securities of the
Company have rights to the registration of such
securities under the Registration Statement.




             (s)          The consolidated historical
financial statements of the Company and its
consolidated subsidiaries included or incorporated by reference in the Final Prospectus, the
Disclosure Package and the Registration Statement present fairly in all material respects
the financial condition, results of operations and cash flows of the Company as of the dates
and for the periods indicated, comply as to form with the applicable accounting requirements
of the Act and the Exchange Act and have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout the periods involved (except
as otherwise noted therein). The selected financial data set forth under the caption
“Selected Financial Data” in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2008 (the “Annual Report”) fairly present in all material respects, on the
basis stated in the Annual Report, the information included therein.




             (t)          No action, suit or proceeding
by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of its subsidiaries or its
or their property is pending or, to the knowledge of the Company, threatened that (i) could
reasonably be expected to have a material adverse effect on the performance of this
Agreement or the consummation of any of the transactions contemplated hereby or (ii) could
reasonably be expected to have a Material Adverse Effect except, in the case of (i) and
(ii), as set forth in or contemplated in the Disclosure Package and the Final Prospectus
(exclusive of any supplement thereto).




             (u)          Except as could not reasonably
be expected to have a Material Adverse Effect, each
of the Company and each of its Material Subsidiaries owns or leases all such properties as
are necessary to the conduct of its operations as presently conducted.



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             (v)          Neither the Company nor any
subsidiary is in violation or default of (i) any
provision of its charter or bylaws, (ii) the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation,
condition, covenant or instrument to which it is a party or bound or to which its property
is subject (except in any case in which such violation or default could not reasonably be
expected to have a Material Adverse Effect, and except as set forth in or contemplated in
the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto)), or
(iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory
body, administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company or such subsidiary or any of its properties, as applicable
(except in any case in which such violation or default could not reasonably be expected to
have a Material Adverse Effect, and except as set forth in or contemplated in the Disclosure
Package and the Final Prospectus (exclusive of any supplement thereto)).




             (w)          Deloitte & Touche LLP, who
have certified certain financial statements of the
Company and its consolidated subsidiaries and delivered their reports with respect to the
audited consolidated financial statements and schedules included or incorporated by
reference in the Disclosure Package and the Final Prospectus, are independent registered
public accountants with respect to the Company within the meaning of the Act and the
applicable published rules and regulations thereunder.




             (x)          There are no transfer taxes or
other similar fees or charges under Federal law or
the laws of any state, or any political subdivision thereof, required to be paid by the
Company in connection with the execution and delivery of this Agreement or the issuance or
sale by the Company of the Securities.




             (y)          Except as could not reasonably
be expected to have a Material Adverse Effect, and
except as set forth in or contemplated in the Disclosure Package and the Final Prospectus
(exclusive of any supplement thereto), no labor problem or dispute with the employees of the
Company or any of its Material Subsidiaries exists or, to the Company’s knowledge, is
threatened or imminent, and the Company is not aware of any existing or imminent labor
disturbance by the employees of any of its or its Material Subsidiaries’ principal
suppliers, contractors or customers.




             (z)          The Company and its Material
Subsidiaries possess all licenses, certificates,
permits and other authorizations issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct their respective businesses, except where the
failure to possess such a license, certificate, permit and other authorization could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
and neither the Company nor any such subsidiary has received any notice of proceedings
relating to the revocation or modification of any such certificate, authorization or permit
which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, could reasonably be expected to have a Material Adverse Effect, except as set forth
in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any
supplement thereto).




             (aa)          Except as disclosed in the
Disclosure Package and the Final Prospectus, the
Company has not taken, directly or indirectly, any action designed to or that would
constitute or that might reasonably be expected to cause or result in, under the Exchange
Act or otherwise, stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Securities.




             (bb)          The Company and its Material
Subsidiaries own, possess, license or have other
rights to use, on reasonable terms, all material patents, patent rights, licenses,
inventions, copyrights, know-how (including trade secrets and other unpatented and/or
unpatentable proprietary or confidential information, systems or procedures), trademarks,
service marks and trade names (collectively, the “Intellectual Property”) currently employed
by them in connection with the businesses of the Company and its Material Subsidiaries as
now conducted or as proposed in the Disclosure Package and the Final Prospectus to be
conducted, except where the failure to so own, possess, license or otherwise use on
reasonable terms could not, singly or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Except as could not reasonably be expected to have a Material
Adverse Effect, to the Company’s knowledge: (a) there are no rights of third parties to any
such Intellectual Property; (b) there is no material infringement by third



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parties of any such Intellectual Property; (c) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others challenging the rights of
the Company or any of its Material Subsidiaries in or to any such Intellectual Property, and
the Company and each of its Material Subsidiaries is unaware of any facts which would form a
reasonable basis for any such claim; (d) there is no pending or threatened action, suit,
proceeding or claim by others challenging the validity or scope of any such Intellectual
Property, and the Company and each of its Material Subsidiaries is unaware of any facts
which would form a reasonable basis for any such claim; and (e) there is no pending or, to
the Company’s knowledge, threatened action, suit, proceeding or claim by others that the
Company or any of its Material Subsidiaries infringes or otherwise violates any patent,
trademark, copyright, trade secret or other proprietary rights of others, and the Company
and each of its Material Subsidiaries is unaware of any other fact which would form a
reasonable basis for any such claim.




             (cc)          There has been no failure in
any material respect on the part of the Company and,
to the Company’s knowledge, any of the Company’s directors or officers, in their capacities
as such, to comply with any provision of the Sarbanes Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith (the “Sarbanes Oxley Act”).




             (dd)          Except as disclosed in the
Registration Statement, the Disclosure Package and the
Final Prospectus, the Company maintains disclosure controls and procedures (as such term is
defined in Rule 13a-15 under the Exchange Act) that are effective in all material respects
in providing reasonable assurance that information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the rules and forms of the
Commission, including, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the Company’s management,
including its principal executive officer or officers and its principal financial officer or
officers, as appropriate to allow timely decisions regarding required disclosure. Except as
disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus,
the Company maintains a system of internal control over financial reporting sufficient to
provide reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorization; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with US GAAP and to maintain
accountability for assets; (iii) access to assets is permitted only in accordance with
management’s general or specific authorization; and (iv) the recorded accountability for
assets is compared with existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.




             (ee)          Each Material Subsidiary of
the Company that is engaged in the business of
insurance or reinsurance (each an “Insurance Subsidiary”, collectively the “Insurance
Subsidiaries”) is licensed or authorized to conduct an insurance or reinsurance business, as
the case may be, under the insurance statutes of each jurisdiction in which the conduct of
its business requires such licensing or authorization, except for such jurisdictions in
which the failure of the Insurance Subsidiary to be so licensed or authorized could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
The Company and the Insurance Subsidiaries have made all required filings under applicable
insurance statutes in each jurisdiction where such filings are required, except for such
filings the failure of which to make could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. Each of the Insurance Subsidiaries has all
other necessary authorizations, approvals, orders, consents, certificates, permits,
registrations and qualifications (“Authorizations”), of and from all insurance regulatory
authorities necessary to conduct their respective existing businesses as described in the
Disclosure Package and the Final Prospectus, except where the failure to have such
Authorizations could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, and no Insurance Subsidiary has received any notification from any
insurance regulatory authority to the effect that any additional Authorizations are needed
to be obtained by any Insurance Subsidiary in any case where it could reasonably be expected
that the failure to obtain such additional Authorizations or the limiting of the writing of
such business, individually or in the aggregate, would have a Material Adverse Effect, and,
except as described in the Disclosure Package and the Final Prospectus, no insurance
regulatory authority having jurisdiction over any Insurance Subsidiary has issued any order
or decree impairing, restricting or



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prohibiting (i) the payment of dividends by any Insurance Subsidiary to its parent, other
than those restrictions applicable to insurance or reinsurance companies under such
jurisdiction generally, or (ii) the continuation of the business of the Company or any of
the Insurance Subsidiaries in all material respects as presently conducted, in each case
except where such orders or decrees could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.




             (ff)          Except as described in the
Disclosure Package and the Final Prospectus, (i) all
ceded reinsurance and retrocessional treaties, contracts, agreements and arrangements
(“Reinsurance Contracts”) to which the Company or any Insurance Subsidiary is a party and as
to which any of them reported recoverables, premiums due or other amounts in its most recent
statutory financial statements are in full force and effect, except where the failure of
such Reinsurance Contracts to be in full force and effect could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) neither the
Company nor any Reinsurance Subsidiary has received any notice from any other party to any
Reinsurance Contract that such other party intends not to perform such Reinsurance Contract
in any material respect, and the Company has no knowledge that any of the other parties to
such Reinsurance Contracts will be unable to perform their respective obligations thereunder
in any material respect, except where (A) the Company or the Insurance Subsidiary has
established reserves in its financial statements which it deems adequate for potential
uncollectible reinsurance or (B) such nonperformance could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.




             (gg)          Except as described in the
Disclosure Package and the Final Prospectus, the
Company has no knowledge of any threatened or pending downgrading of the Company’s or any of
its subsidiaries’ claims-paying ability rating or financial strength rating by A.M. Best
Company, Inc., Standard & Poor’s Rating Group, Moody’s Investor Service, Inc., Fitch
Ratings, Ltd. or any other “nationally recognized statistical rating organizations,” as such
term is defined for purposes of Rule 436(g)(2) under the Securities Act, which currently has
publicly released a rating of the claims-paying ability or financial strength of the Company
or any subsidiary.




             (hh)          The repurchase by the Company
of its 2008 Senior Preferred Stock, no par value,
will not violate any insurance or other law, rule, regulation or other order applicable to
the Company or any of its Material Subsidiaries, except for any such violations that could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.




             (ii)           Except as disclosed in
the Registration Statement, the Disclosure Package and the
Final Prospectus, the Company does not intend to use any of the proceeds from the sale of
the Securities hereunder to repay any outstanding debt (other than publicly traded debt
securities of the Company) owed to any affiliate of any of the Underwriters.




             (jj)           Neither the Company nor
any of its subsidiaries nor, to the knowledge of the
Company, any director, officer, agent, employee or affiliate of the Company or any of its
subsidiaries is aware of or has taken any action, directly or indirectly, that would result
in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and
the rules and regulations thereunder (the “FCPA”), including, without limitation, making use
of the mails or any means or instrumentality of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or authorization of the payment of any money, or other
property, gift, promise to give, or authorization of the giving of anything of value to any
“foreign official” (as such term is defined in the FCPA) or any foreign political party or
official thereof or any candidate for foreign political office, in contravention of the
FCPA; and the Company, its subsidiaries and, to the knowledge of the Company, its affiliates
have conducted their businesses in compliance with the FCPA and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to continue to
ensure, continued compliance therewith.




             (kk)          The operations of the Company
and its subsidiaries are and have been conducted at
all times in compliance with applicable financial recordkeeping and reporting requirements
and the money laundering statutes and the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any
governmental agency (collectively, the “Money



7            










 







Laundering Laws”) and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its subsidiaries
with respect to the Money Laundering Laws is pending or, to the knowledge of the Company,
threatened.




             (ll)          Neither the Company nor any of
its subsidiaries nor, to the knowledge of the
Company, any director, officer, agent, employee or affiliate of the Company or any of its
subsidiaries is currently subject to any sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly
or indirectly use the proceeds of the offering, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other person or entity,
for the purpose of financing the activities of any person currently subject to any U.S.
sanctions administered by OFAC.


              Any certificate signed by any officer of the Company and delivered to the Representatives or
counsel for the Underwriters in connection with the offering of the Securities shall be deemed a
representation and warranty by the Company, as to matters covered thereby, to each Underwriter.



2.          Purchase and Sale. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to each Underwriter,
and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the
purchase price set forth in Schedule I hereto, the principal amount of Securities set forth
opposite such Underwriter’s name in Schedule II hereto.



3.          Delivery and Payment. Delivery of and payment for the Securities shall be made on the
date and at the time specified in Schedule I hereto, or at such time on such later date not more
than three Business Days after the foregoing date as the Representatives shall designate, which
date and time may be postponed by agreement between the Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the Securities being
herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives
for the respective accounts of the several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to or upon the order of the Company by
wire transfer payable in same-day funds to an account specified by the Company. Delivery of the
Securities shall be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.



4.          Offering by Underwriters. It is understood that the several Underwriters propose to
offer the Securities for sale to the public as set forth in the Final Prospectus.



5.          Agreements. The Company agrees with the several Underwriters that:





(a)          Prior to the termination of the offering of the Securities, the Company will not file
any amendment of the Registration Statement or supplement (including the Final Prospectus or
any Preliminary Final Prospectus) to the Basic Prospectus unless the Company has furnished
you a copy for your review prior to filing and will not file any such proposed amendment or
supplement to which you reasonably object in writing. The Company will cause the Final
Prospectus, properly completed, and any supplement thereto to be filed in a form approved by
the Representatives (which approval shall not be unreasonably withheld) with the Commission
pursuant to the applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8))
within the time period therein prescribed and will provide evidence satisfactory to the
Representatives of such timely filing. The Company will promptly advise the Representatives
(1) when the Final Prospectus, and any supplement thereto, shall have been filed (if
required) with the Commission pursuant to Rule 424(b), (2) when, prior to termination of the
offering of the Securities, any amendment to the Registration Statement shall have been
filed or become effective, (3) of any request by the Commission or its staff for any
amendment of the Registration Statement, or for any supplement to the Final Prospectus or
for any additional information, (4) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of any notice pursuant to Rule
401(g)(2) of the Act that would prevent its use or the institution or threatening of any
proceeding for that purpose and (5) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Securities for sale in any
jurisdiction or the institution or threatening of any proceeding for such purpose. The
Company will use its reasonable best efforts to prevent the issuance of any such stop order
or the



8            









 







occurrence of any such suspension or prevention and, upon such issuance, occurrence or
prevention, to obtain as soon as possible the withdrawal of such stop order or relief from
such occurrence or prevention, including, if necessary, by filing an amendment to the
Registration Statement or a new registration statement and using its reasonable best efforts
to have such amendment or new registration statement declared effective as soon as
practicable. The Company will, as soon as practicable after the execution of this Agreement,
file the Issuer Free Writing Prospectus identified in Schedule III hereto with the
Commission as an “issuer free writing prospectus” pursuant to Rule 433.




(b)          If there occurs an event or development as a result of which the Disclosure Package
would include an untrue statement of a material fact or would omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances then
prevailing, not misleading, the Company will notify promptly the Representatives so that any
use of the Disclosure Package may cease until it is amended or supplemented.




(c)          If, at any time when a prospectus relating to the Securities is required to be delivered
under the Act (including in circumstances where such requirement may be satisfied pursuant
to Rule 172), any event occurs as a result of which the Final Prospectus as then
supplemented would include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in the light of the circumstances
under which they were made not misleading, or if it shall be necessary to amend the
Registration Statement, file a new registration statement or supplement the Final Prospectus
to comply with the Act or the Exchange Act or the respective rules thereunder, including in
connection with use or delivery of the Final Prospectus, the Company promptly will (1)
notify the Representatives of such event, (2) prepare and file with the Commission, subject
to the first sentence of paragraph (a) of this Section 5, an amendment or supplement or new
registration statement which will correct such statement or omission or effect such
compliance, (3) use its reasonable best efforts to have any amendment to the Registration
Statement or new registration statement declared effective as soon as practicable in order
to avoid any disruption in use of the Final Prospectus and (4) supply any supplemented Final
Prospectus to you in such quantities as you may reasonably request.




(d)          As soon as practicable, the Company will make generally available to its security
holders and to the Representatives an earnings statement or statements of the Company and
its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.




(e)          The Company will furnish to the Representatives and counsel for the Underwriters,
without charge, conformed copies of the Registration Statement (including exhibits thereto)
and to each other Underwriter a copy of the Registration Statement (without exhibits
thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be
required by the Act (including in circumstances where such requirement may be satisfied
pursuant to Rule 172), as many copies of each Preliminary Final Prospectus, the Final
Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the
Representatives may reasonably request.




(f)          The Company will use its reasonable best efforts to arrange, if necessary, for the
qualification of the Securities for sale under the laws of such jurisdictions as the
Representatives may designate and will maintain such qualifications in effect so long as
required for the distribution of the Securities; provided that in no event shall the
Company be obligated to qualify to do business in any jurisdiction where it is not now so
qualified or to take any action that would subject it to service of process in suits, other
than those arising out of the offering or sale of the Securities, in any jurisdiction where
it is not now so subject or take any action which would subject the Company to taxation in
any jurisdiction where it is not already subject to taxation.




(g)          The Company agrees that, unless it obtains the prior written consent of the
Representatives, and each Underwriter, severally and not jointly, agrees with the Company
that, unless it obtains the prior written consent of the Company, it has not made and will
not make any offer relating to the Securities that would constitute an Issuer Free Writing
Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in
Rule 405) required to be filed by the Company with the Commission or retained



9            









 







by the Company under Rule 433; provided that the prior written consent of the
parties hereto shall be deemed to have been given in respect of any Free Writing
Prospectuses including information consistent with Schedule III hereto. Any such free
writing prospectus consented to by the Representatives or the Company is hereinafter
referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has
treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an
Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be,
with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing
Prospectus, including in respect of timely filing with the Commission, legending and record
keeping.




(h)          Until the Closing Date set forth in Schedule I hereto, the Company will not, without the
prior written consent of the Representatives, offer, sell or contract to sell, or otherwise
dispose of, directly or indirectly, or announce the offering of, any debt securities issued
or guaranteed by the Company (other than the Securities).




(i)          Except as disclosed in the Disclosure Package and the Final Prospectus, the Company will
not take, directly or indirectly, any action designed to or that would constitute or that
might reasonably be expected to cause or result in, under the Exchange Act or otherwise,
stabilization or manipulation of the price of any security of the Company to facilitate the
sale or resale of the Securities.




(j)          The Company agrees to pay the costs and expenses relating to the following matters: (i)
the preparation, printing or reproduction and filing with the Commission of the Registration
Statement (including financial statements and exhibits thereto), the Basic Prospectus, each
Preliminary Final Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus,
and each amendment or supplement to any of them; (ii) the printing (or reproduction) and
delivery (including postage, air freight charges and charges for counting and packaging) of
such copies of the Registration Statement, the Basic Prospectus, each Preliminary Final
Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments
or supplements to any of them, as may, in each case, be reasonably requested for use in
connection with the offering and sale of the Securities; (iii) the preparation, printing,
authentication, issuance and delivery of certificates for the Securities, including any
stamp or transfer taxes in connection with the original issuance and sale of the Securities;
(iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum
and all other agreements or documents printed (or reproduced) and delivered in connection
with the offering of the Securities; (v) any registration or qualification of the Securities
for offer and sale under the securities or blue sky laws of the several states (including
filing fees and the reasonable fees and expenses of counsel, up to $5,000, for the
Underwriters relating to such registration and qualification); (vi) any filings required to
be made with the FINRA (including filing fees and the reasonable fees and expenses of
counsel to the Underwriters related to such filings); (vii) the fees and expenses of the
Company’s accountants and the Trustee and the fees and expenses of counsel (including local
and special counsel) for the Company; and (viii) all other costs and expenses incident to
the performance by the Company of its obligations under the Indenture and hereunder.


6.          Conditions to the Obligations of the Underwriters. The obligations of the Underwriters
to purchase the Securities shall be subject to the accuracy of the representations and warranties
on the part of the Company contained herein as of the Execution Time and the Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to the following
additional conditions:





(a)          The Final Prospectus, and any supplement thereto, have been filed in the manner and
within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)); any
other material required to be filed by the Company pursuant to Rule 433(d) under the Act,
shall have been filed with the Commission within the applicable time periods prescribed for
such filings by Rule 433; and no stop order suspending the effectiveness of the Registration
Statement or any notice pursuant to Rule 401(g)(2) of the Act that would prevent its use
shall have been issued and no proceedings for that purpose shall have been instituted or, to
the Company’s knowledge, threatened.



10            









 






(b)          The Company shall have requested and caused Mayer Brown LLP, counsel for the Company, to
have furnished to the Representatives, their opinion, dated the Closing Date and addressed
to the Representatives in the form of Exhibit A, and negative assurance letter, dated as of
the Closing Date and addressed to the Representatives in the form of Exhibit B.




               In rendering such opinion, such counsel may rely (A) as to matters involving
the
application of laws of any jurisdiction other than the State of New York, the General
Corporation Law of Delaware or the Federal laws of the United States, to the extent they
deem proper and specified in such opinion, upon the opinion of other counsel of good
standing whom they believe to be reliable and who are satisfactory to counsel for the
Underwriters; and (B) as to matters of fact, to the extent they deem proper, on certificates
of responsible officers of the Company and public officials. Such opinion may contain
customary assumptions, exceptions, limitations, qualifications and comments.




(c)          The Company shall have requested and caused Jonathan D. Kantor, Executive Vice
President, General Counsel and Secretary for CNA Financial Corporation, to have furnished
his opinion, dated the Closing Date and addressed to the Representatives in the form of
Exhibit C.




               In rendering such opinion, such counsel may rely (A) as to matters involving
the
application of laws of any jurisdiction other than the States of New York and Illinois, the
General Corporation Law of Delaware or the Federal laws of the United States, to the extent
he deems proper and specified in such opinion, upon the opinion of other counsel of good
standing whom he believes to be reliable and who are satisfactory to counsel for the
Underwriters; and (B) as to matters of fact, to the extent he deems proper, on certificates
of responsible officers of the Company and public officials. Such opinion may contain
customary assumptions, exceptions, limitations, qualifications and comments.




(d)          The Representatives shall have received from Cravath, Swaine & Moore LLP, counsel
for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the
Representatives, with respect to the issuance and sale of the Securities, the Registration
Statement, the Disclosure Package, the Final Prospectus (together with any supplement
thereto) and other related matters as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents as they reasonably request for
the purpose of enabling them to pass upon such matters.




(e)          The Company shall have furnished to the Representatives a certificate of the Company,
signed by the Chairman of the Board or the Chief Executive Officer and the principal
financial or accounting officer of the Company, dated the Closing Date, to the effect that
the signers of such certificate have carefully examined the Registration Statement, the
Final Prospectus, the Disclosure Package and any supplements or amendments thereto and this
Agreement and that:




(i)          the representations and warranties of the Company in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same effect
as if made on the Closing Date; provided, however, that if any such
representation or warranty is already qualified by materiality, such representation
or warranty as so qualified is true and correct in all respects on and as of the
Closing Date, and the Company has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to the Closing
Date;




(ii)          no stop order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been instituted or, to the
Company’s knowledge, threatened; and




(iii)          since the date of the most recent financial statements included or
incorporated by reference in the Final Prospectus (exclusive of any supplement
thereto), there has been no Material Adverse Effect, except as set forth in or
contemplated in the Disclosure Package and the Final Prospectus (exclusive of any
supplement thereto).



11            









 






(f)          The Company shall have requested and caused Deloitte & Touche LLP to have furnished to
the Representatives, at the Execution Time and at the Closing Date, letters, dated
respectively as of the Execution Time and as of the Closing Date, in form and substance
satisfactory to the Representatives, confirming that they are independent registered public
accountants with respect to the Company within the meaning of the Act and the Exchange Act
and the respective applicable rules and regulations adopted by the Commission thereunder,
and stating in effect that:




(i)          in their opinion the audited financial statements and financial statement
schedules included or incorporated by reference in the Registration Statement, the
Disclosure Package and the Final Prospectus and reported on by them comply as to
form in all material respects with the applicable accounting requirements of the Act
and the Exchange Act and the related rules and regulations adopted by the
Commission;




(ii)          on the basis of a reading of the latest unaudited financial statements made
available by the Company and its subsidiaries; their limited review, in accordance
with standards established under Statement on Auditing Standards No. 100, of the
unaudited interim financial information for the nine-month period ended September
30, 2009 and as at September 30, 2009 carrying out certain specified procedures (but
not an examination in accordance with generally accepted auditing standards) which
would not necessarily reveal matters of significance with respect to the comments
set forth in such letter; a reading of the minutes of the meetings of the
shareholders, directors and executive and audit committees of the Company and its
significant subsidiaries; and inquiries of certain officials of the Company who have
responsibility for financial and accounting matters of the Company and its
subsidiaries as to transactions and events subsequent to December 31, 2008, nothing
came to their attention which caused them to believe that:




(1)          any unaudited financial statements included or incorporated by reference
in the Registration Statement and the Final Prospectus do not comply as to
form in all material respects with applicable accounting requirements of the
Act and with the related rules and regulations adopted by the Commission
with respect to financial statements included or incorporated by reference
in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited
financial statements are not in conformity with generally accepted
accounting principles applied on a basis substantially consistent with that
of the audited financial statements included or incorporated by reference in
the Registration Statement and the Final Prospectus;




(2)          with respect to the period subsequent to September 30, 2009, there were
any changes, at a specified date not more than five days prior to the date
of the letter, in the long-term debt of the Company and its subsidiaries or
capital stock of the Company or decreases in the stockholders’ equity of the
Company as compared with the corresponding amounts shown on the September
30, 2009 balance sheet included or incorporated by reference in the
Registration Statement and the Final Prospectus, or for the period from
October 1, 2009 to such specified date there were any decreases, as compared
with the corresponding period in the preceding year in net income of the
Company and its subsidiaries or in operating income of the Company and its
subsidiaries, in each case, on either a total or per share basis, except in
all instances for changes or decreases set forth in such letter, in which
case the letter shall be accompanied by an explanation by the Company as to
the significance thereof unless said explanation is not deemed necessary by
the Representatives (except that, for any periods subsequent to September
30, 2009 for which there are currently no consolidated financial statements
of the Company, the statement shall instead be that nothing has come to
their attention which caused them to believe that there have been any
increases in the long-term debt of the Company and its subsidiaries or
capital stock of the Company since the Company’s last consolidated financial
statement);



12            









 






(3)          the information included or incorporated by reference in the
Registration Statement and Final Prospectus in response to Regulation S-K,
Item 301 (Selected Financial Data), Item 302 (Supplementary Financial
Information) and Item 402 (Executive Compensation) is not in conformity with
the applicable disclosure requirements of Regulation S-K;




(iii)         they have performed certain other specified procedures as a result of which
they determined that certain information of an accounting, financial or statistical
nature (which is limited to accounting, financial or statistical information derived
from the general accounting records of the Company and its subsidiaries) set forth
or incorporated by reference in the Registration Statement and the Final Prospectus
and in Exhibit 12 to the Registration Statement agrees with the accounting records
of the Company and its subsidiaries, excluding any questions of legal
interpretation.




References to the Final Prospectus in this paragraph (f) include any supplement
thereto at the date of the letter.




(g)          Subsequent to the Execution Time or, if earlier, the dates as of which information is
given in the Registration Statement (exclusive of any amendment thereof) and the Final
Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change
or decrease specified in the letter or letters referred to in paragraph (f) of this Section
6 or (ii) any change, or any development involving a prospective change, in or affecting the
financial condition, earnings, business or properties of the Company and its subsidiaries,
taken as a whole, whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Disclosure Package the effect of
which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the
Representatives, so material and adverse as to make it impractical or inadvisable to proceed
with the offering or delivery of the Securities as contemplated by the Registration
Statement (exclusive of any amendment thereof) and the Disclosure Package.




(h)          Prior to the Closing Date, the Company shall have furnished to the Representatives such
further information, certificates and documents as the Representatives may reasonably
request.




(i)          Subsequent to the Execution Time, there shall not have been any decrease in the rating
of any of the Company’s debt securities by any “nationally recognized statistical rating
organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of
any intended or potential decrease in any such rating or of a possible change in any such
rating that does not indicate the direction of the possible change.




If any of the conditions specified in this Section 6 shall not have been fulfilled in all
material respects when and as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to the Representatives and counsel
for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may
be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of
such cancellation shall be given to the Company in writing or by telephone or facsimile
confirmed in writing.




The documents required to be delivered by this Section 6 shall be delivered at the offices
of Mayer Brown LLP, counsel for the Company, at 71 South Wacker Drive, Chicago, Illinois
60606, on the Closing Date.


7.           Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for
herein is not consummated because any condition to the obligations of the Underwriters set forth in
Section 6 hereof is not satisfied, because of any termination pursuant to Section 10(i) hereof or
because of any refusal, inability or failure on the part of the Company to perform any agreement
herein or comply with any provision hereof other than by reason of a default by any of the
Underwriters, the Company will reimburse the Underwriters severally through the Representatives on
demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements


13            









 






of counsel) that shall have been incurred by them solely and directly in connection with the
proposed purchase and sale of the Securities.





	8.	 	Indemnification and Contribution.  (a) The Company agrees to indemnify and hold
harmless each Underwriter, the directors, officers, employees and agents of each Underwriter
and each person who controls any Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Act, the Exchange Act or other Federal
or state statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in the
registration statement for the registration of the Securities as originally filed or in any
amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus, the Final
Prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for inclusion therein. This
indemnity agreement will be in addition to any liability which the Company may otherwise have.
	 
	 	 	(b)          Each Underwriter severally and not jointly agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the Registration Statement,
and each person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to each
Underwriter, but only with reference to written information relating to such Underwriter
furnished to the Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any Underwriter may otherwise
have. The Company acknowledges that the statements set forth on Schedule I hereto under the
caption “Information provided for purposes of Section 8(b)” constitute the only information
furnished in writing by or on behalf of the several Underwriters for inclusion in any
Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or
the Disclosure Package.
	 
	 	 	(c)          Promptly after receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 8, notify the indemnifying party
in writing of the commencement thereof; but the failure so to notify the indemnifying party
(i) will not relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the forfeiture
by the indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying
party shall be entitled to appoint counsel of the indemnifying party’s choice at the
indemnifying party’s expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by the indemnified
party or parties except as set forth below); provided, however, that such
counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party’s election to appoint counsel to represent the indemnified party in an
action, the indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs and
expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other indemnified parties
which are different from or additional to




14            









 






	 	 	those available to the indemnifying party, (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of such action or
(iv) the indemnifying party shall authorize the indemnified party to employ separate counsel
at the expense of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to the entry of
any judgment with respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes (i) an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding and (ii) does
not include any statement as to or an admission of fault, culpability or a failure to act,
by or on behalf of any indemnified party.
	 
	 	 	(d)          In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party for any reason, the
Company and the Underwriters severally agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively “Losses”) to which the Company and one
or more of the Underwriters may be subject in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and by the Underwriters on the
other from the offering of the Securities; provided, however, that in no
case shall any Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any amount in excess of the
underwriting discount or commission applicable to the Securities purchased by such
Underwriter hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company and the Underwriters severally shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but also the
relative fault of the Company on the one hand and of the Underwriters on the other in
connection with the statements or omissions which resulted in such Losses as well as any
other relevant equitable considerations. Benefits received by the Company shall be deemed to
be equal to the total net proceeds from the offering (before deducting expenses) received by
the Company, and benefits received by the Underwriters shall be deemed to be equal to the
total underwriting discounts and commissions, in each case as set forth on the cover page of
the Final Prospectus. Relative fault shall be determined by reference to, among other
things, whether any untrue or any alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information provided by the
Company on the one hand or the Underwriters on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it would not be
just and equitable if contribution were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable considerations referred to
above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 8, each person who controls an Underwriter within the meaning of
either the Act or the Exchange Act and each director, officer, employee and agent of an
Underwriter shall have the same rights to contribution as such Underwriter, and each person
who controls the Company within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the Company, subject in each case
to the applicable terms and conditions of this paragraph (d).




9.          Default by an Underwriter. If any one or more Underwriters shall fail to purchase and
pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder
and such failure to purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated severally to take
up and pay for (in the respective proportions which the principal amount of Securities set forth
opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities
set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase; provided, however, that
in the event that the aggregate principal amount of Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities
set forth in Schedule II hereto, the remaining Underwriters shall have the right to


15            









 






purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter or the Company. In the event of a default by any
Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period,
not exceeding five Business Days, as the Representatives shall determine in order that the required
changes in the Registration Statement and the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting
Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages
occasioned by its default hereunder.



10.          Termination. This Agreement shall be subject to termination in the absolute discretion
of the Representatives, by notice given to the Company prior to delivery of and payment for the
Securities, if at any time after the execution of this Agreement and prior to such time (i) trading
in any securities of the Company shall have been suspended by the Commission or the New York Stock
Exchange (other than a suspension covered by clause (ii)), (ii) trading in securities generally on
the New York Stock Exchange or the Nasdaq National Market shall have been suspended or limited or
minimum prices shall have been established on such Exchange or the Nasdaq National Market, (iii) a
banking moratorium shall have been declared either by Federal or New York State authorities or (iv)
there shall have occurred any outbreak or escalation of hostilities, declaration by the United
States of a national emergency or war, or other calamity or crisis the effect of which on financial
markets is such as to make it, in the sole judgment of the Representatives, impractical or
inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Final
Prospectus (exclusive of any supplement thereto).



 11.          Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Company or its officers and of
the Underwriters set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or
any of the officers, directors, employees, agents or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7
and 8 hereof shall survive the termination or cancellation of this Agreement.



 12.          Notices. All communications hereunder will be in writing and effective only on
receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to the
Representatives at the address set forth in Schedule I hereto; or, if sent to the Company, will be
mailed, delivered or telefaxed to the General Counsel, CNA Financial Corporation (fax no.: (312)
822-1297) and confirmed to it in writing at CNA Financial Corporation, 333 South Wabash Avenue,
Chicago, Illinois 60604, Attention: General Counsel.



13.          Successors. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the officers, directors, employees, agents and
controlling persons referred to in Section 8 hereof, and no other person will have any right or
obligation hereunder.



14.          Applicable Law. This Agreement will be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed within the State of
New York.



15.          Counterparts. This Agreement may be signed in one or more counterparts, each of which
shall constitute an original and all of which together shall constitute one and the same agreement.



16.          Headings. The section headings used herein are for convenience only and shall not
affect the construction hereof.



17.          Arms-length Transaction. The Company and the Underwriters acknowledge and agree that
(i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length
commercial transaction between the Company, on the one hand, and the Underwriters, on the other,
(ii) in connection therewith and with the process leading to such transaction each Underwriter is
acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter
has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the
offering contemplated hereby or the process leading thereto (irrespective of whether such
Underwriter has advised or is currently advising the Company on other matters) or any other
obligation to the Company except the obligations expressly set forth in this Agreement and (iv)
each of the Company and the Underwriters has


16            









 






consulted its own legal and financial advisors to the extent it deemed appropriate. The Company
agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services
of any nature or respect, or owes a fiduciary or similar duty to them, in connection with such
transaction or the process leading thereto.



18.          Integration. This Agreement supersedes all prior agreements and understandings (whether
written or oral) between the Company and the Underwriters, or any of them, with respect to the
subject matter hereof.



19.          Waiver of Jury Trial. The Company and each of the Underwriters hereby irrevocably
waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.





	20.	 	Definitions. The terms which follow, when used in this Agreement, shall have the
meanings indicated.
	 
	 	 	“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of
the Commission promulgated thereunder.
	 
	 	 	“Applicable Time” shall mean 3:15 p.m. (Eastern time) on the date of this Agreement.
	 
	 	 	“Basic Prospectus” shall mean the prospectus referred to in paragraph 1(a) above contained
in the Registration Statement at the Effective Date, including any documents incorporated by
reference therein.
	 
	 	 	“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a
day on which banking institutions or trust companies are authorized or obligated by law to
close in New York City.
	 
	 	 	“Commission” shall mean the Securities and Exchange Commission.
	 
	 	 	“Disclosure Package” shall mean (i) the Basic Prospectus, as amended and supplemented to the
Applicable Time, (ii) the other information, if any, identified in Schedule IV hereto, (iii)
Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any
other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in
writing to treat as part of the Disclosure Package.
	 
	 	 	“Effective Date” shall mean each date and time that the Registration Statement, any
post-effective amendment or amendments thereto became or become effective.
	 
	 	 	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.
	 
	 	 	“Execution Time” shall mean the date and time that this Agreement is executed and delivered
by the parties hereto.
	 
	 	 	“Final Prospectus” shall mean the prospectus supplement relating to the Securities that was
first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic
Prospectus.
	 
	 	 	“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.
	 
	 	 	“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in
Rule 433.
	 
	 	 	“Material Adverse Effect” shall mean a material adverse effect on the financial condition,
earnings, business or properties of the Company and its subsidiaries, taken as a whole,
whether or not arising from transactions in the ordinary course of business.
	 
	 	 	“Material Subsidiaries” shall mean CNA Surety Corporation, Continental Assurance Company,
Continental Casualty Company, The Continental Insurance Company, The Continental Corporation
and CNA National Warranty Corporation.




17            









 






	 	 	“Preliminary Final Prospectus” shall mean any preliminary prospectus supplement to the Basic
Prospectus which describes the Securities and the offering thereof and is used prior to
filing of the Final Prospectus, including any documents incorporated by reference therein,
together with the Basic Prospectus.
	 
	 	 	“Registration Statement” shall mean the registration statement referred to in paragraph 1(a)
above, including exhibits, financial statements and any documents incorporated by reference
therein and any prospectus supplement relating to the Securities that is filed with the
Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant
to Rule 430B, as amended at the Execution Time and, in the event any post-effective
amendment thereto becomes effective prior to the Closing Date, shall also mean such
registration statement as so amended.
	 
	 	 	“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule
430B”, and “Rule 433” refer to such rules under the Act.
	 
	 	 	“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules
and regulations of the Commission promulgated thereunder.





18            









 





                  If the foregoing is in accordance with your understanding of our agreement,
please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement among the Company and the several Underwriters.




	 	 	 	 	 
	 	CNA Financial Corporation

 	 
	 
	 	By:       	/s/ D. Craig Mense	 
	 	 	Name:  	D. Craig Mense	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer	  
	 



[Signature Page to the Underwriting Agreement]















 





The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.




	 	 	 	 	 
	 
	By:
 

	 	Citigroup Global Markets Inc.
 	 	 
	 
	By: 

	 	/s/ C. M.
Harjani
 

Name: Chandru M. Harjani
	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	By:

	 	J.P. Morgan Securities Inc.	 	 
	 
	 
	 	 	 	 
	By: 

	 	/s/ Robert Bottamedi
 

Name: Robert Bottamedi
	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	By:

	 	Wells Fargo Securities, LLC	 	 
	 
	 
	 	 	 	 
	By: 

	 	/s/ Carolyn C. Hurley
 

Name: Carolyn C. Hurley
	 	 
	 

	 	Title: Vice President	 	 






For themselves and the other

several Underwriters named in

Schedule II to the foregoing

Agreement.



[Signature Page to the Underwriting Agreement]
















 





EXHIBIT A




Opinion of Mayer Brown LLP




November 13, 2009                   




Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013




J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017




Wells Fargo Securities, LLC

301 S. College Street

Charlotte, North Carolina 28288




             Re:          Public Offering of CNA Financial Corporation
7.350% Notes due 2019



Ladies and Gentlemen:
 




             This opinion is furnished to the several underwriters named in Schedule II to the Underwriting
Agreement (as defined below) (the “Underwriters”), at the request of the CNA Financial Corporation,
a Delaware corporation (the “Company”), in connection with the Underwriting Agreement, dated
November 9, 2009 (the “Underwriting Agreement”), between the Underwriters and the Company, pursuant
to which the Underwriters have agreed to purchase from the Company for public offering $350,000,000
aggregate principal amount of 7.350% Notes due 2019 (the “Securities”). Capitalized terms used
herein which are not defined in this opinion shall have the meanings ascribed to them in the
Underwriting Agreement.




             We have acted as special counsel to the Company in connection with the purchase by the
Underwriters for public offering of the Securities. In that connection we have examined such
documents, certificates, corporate records, opinions and other instruments and have made such
examinations of law as we have deemed necessary or appropriate for the purpose of this opinion. In
making such examination, we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to authentic, original documents of all
documents submitted to us as certified, conformed or photostatic copies. As to questions of fact
(but not as to matters of law) material to such opinions, we have, when relevant facts were not
independently established by us, relied upon representations, warranties and covenants contained in
the Underwriting Agreement, statements made in the Final Prospectus and upon statements made in the
documents, records, certificates and resolutions referred to above. We have assumed the due
execution and delivery by you, pursuant to due authorization, of the Underwriting Agreement. We
have also participated on behalf of the Company in the preparation of the Registration Statement
and the Final Prospectus.




             On the basis of the foregoing and subject to the qualifications set forth below, it is our
opinion that:




             1.           The Company is validly existing in good
standing under the laws of the State of Delaware.
The Company has the corporate power and corporate authority to carry on its business and to own,
lease and operate its properties, in each case as described in the Disclosure Package and the Final
Prospectus.














 








             2.           The Company has an authorized
capitalization as set forth in the Disclosure Package and the
Final Prospectus, and the authorized capital stock of the Company conforms as to legal matters to
the description thereof contained in the Disclosure Package and the Final Prospectus.




             3.           The Securities have been duly authorized and,
when executed and authenticated in accordance
with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to
the Underwriting Agreement will constitute legal, valid and binding obligations of the Company
entitled to the benefits of the Indenture and enforceable against the Company in accordance with
their respective terms (except that, (A) the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating
to creditors’ rights generally and (B) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought).




             4.           The statements relating to legal matters,
documents or proceedings included in the Basic
Prospectus under the caption “Description of the Debt Securities,” and in the Prospectus Supplement
under the caption “Description of Notes,” in each case fairly summarize in all material respects
such matters, documents or proceedings.




             5.           The Securities and the Indenture conform in
all material respects to the descriptions
thereof contained in the Prospectus.




             6.           The Indenture has been duly authorized, executed
and delivered, has been duly qualified
under the Trust Indenture Act, and constitutes a legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms (except that, (A) the enforceability
thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws,
now or hereafter in effect, relating to creditors’ rights generally and (B) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to equitable defenses
and to the discretion of the court before which any proceeding therefor may be brought).




             7.           The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.




             8.           The Company is not, and after giving effect
to the offering and sale of the Securities and
the application of the proceeds thereof as described in the Final Prospectus, will not be subject
to registration and regulation as an “investment company” as such term is defined in the Investment
Company Act of 1940, as amended. 




             9.           The Registration Statement and any
amendments thereto have become effective under the
Securities Act; to our knowledge, no stop order suspending the effectiveness of the Registration
Statement, as amended, has been issued, no proceedings for that purpose have been instituted or
threatened, and the Registration Statement, the Final Prospectus and each amendment thereof or
supplement thereto as of their respective effective or issue dates (other than the financial
statements and other financial information contained therein, as to which we express no opinion)
complied as to form in all material respects with the applicable requirements of the Securities Act
and the Exchange Act and the respective rules and regulations thereunder. 




             10.           The Registration Statement and the Final
Prospectus (except for the financial statements
and financial schedules and other financial data or the Statement of Eligibility on Form T-1
included therein, as to which we do not express any opinion) appear on their face to be
appropriately responsive in all material respects with the requirements of the Securities Act and
the applicable rules and regulations of the Commission thereunder.




             Our opinion set forth in paragraph 1 above with respect to the valid existence and good
standing of the Company is based solely upon a certificate of the Secretary of State of the State
of Delaware delivered to you in connection with the closing of the transactions contemplated by the
Underwriting Agreement.














 








             We are admitted to practice law in the States of Illinois and New York and our opinions
expressed herein are limited solely to the federal laws of the United States of America and the
laws of the States of New York and the Delaware General Corporation Law, and we express no opinion
herein concerning the laws of any other jurisdiction.




             The opinions and statements expressed herein are as of the date hereof. We assume no
obligation to update or supplement this opinion letter to reflect any facts or circumstances that
may hereafter come to our attention or any changes in applicable law that may hereafter occur.




             This letter is furnished by us pursuant to Section 6(b) of the Underwriting Agreement and is
solely for your benefit and may not be relied upon by any other party (including any person
purchasing Securities through an Underwriter) without our express written consent.




Very truly yours,




   




   




   




   















 








EXHIBIT B




Letter of Mayer Brown LLP




November 13, 2009                   




Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013




J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017




Wells Fargo Securities, LLC

301 S. College Street

Charlotte, North Carolina 28288




             Re:          Public Offering of CNA Financial Corporation
7.350% Notes due 2019



Ladies and Gentlemen:




             This letter is being furnished to the several underwriters named in Schedule II to the
Underwriting Agreement (as defined below) (the “Underwriters”), at the request of the CNA Financial
Corporation, a Delaware corporation (the “Company”), in connection with the Underwriting Agreement,
dated November 9, 2009 (the “Underwriting Agreement”), between the Underwriters and the Company,
pursuant to which the Underwriters have agreed to purchase from the Company for public offering
$350,000,000 aggregate principal amount of 7.350% Notes due 2019 of the Company (the “Securities”).
Capitalized terms used herein which are not defined in this opinion shall have the meanings
ascribed to them in the Underwriting Agreement.




             We have acted as special counsel to the Company in connection with the above transaction. In
that connection we have reviewed the Registration Statement, the Disclosure Package and the Final
Prospectus and participated in discussions with representatives of the Company, its independent
registered public accounting firm, representatives of the Underwriters and counsel for the
Underwriters regarding such documents and information and related matters. We did not participate
in the preparation of the documents incorporated by reference in the Registration Statement, the
Disclosure Package and the Final Prospectus.




             The purpose of our professional engagement was not to establish or to confirm factual matters
set forth in the Registration Statement, the Disclosure Package and the Final Prospectus, and we
have not undertaken to verify independently any of such factual matters. Moreover, many of the
determinations required to be made in the preparation of the Registration Statement, the Disclosure
Package and the Final Prospectus involve matters of a non-legal nature.




             Subject to the foregoing and on the basis of the information we have gained in the course of
performing the services referred to above, we confirm to you that nothing came to our attention
that caused us to believe that:




             1.           The Registration Statement, as of the Effective
Date, contained an untrue statement of a
material fact or omitted to state any material fact required to be stated therein or necessary to
make the statements therein not misleading.














 









             2.           The Disclosure Package, as of the Applicable
Time, contained any untrue statement of a
material fact or omitted to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.




             3.           The Final Prospectus, as of its date and as of
the date hereof, contained or contains any
untrue statement of a material fact or omitted or omits to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading;




provided, however, that we do not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement, the Disclosure Package, or the
Final Prospectus, except as otherwise specifically provided in paragraphs 2, 4 and 5 in our opinion
of today’s date addressed to you, and we do not express any belief with respect to the financial
statements or other financial or accounting data or information, the Statement of Eligibility on
Form T-1 or assessments of or reports on the effectiveness of internal control over financial
reporting contained in, incorporated by reference into or omitted from the Registration Statement,
the Disclosure Package and the Final Prospectus. In addition, subject to the foregoing and based
on the information we have gained in performing the services referred to above, nothing came to our
attention that caused us to believe that any legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is a party or to which any of the
properties of the Company or any of its subsidiaries is subject that are required to be described
in the Registration Statement, the Disclosure Package or the Final Prospectus and are not so
described.




             This letter is furnished by us pursuant to Section 6(b) of the Underwriting Agreement, is
solely for your benefit in your capacity as the several underwriters and is not to be used, quoted
or otherwise relied upon by any other person (including any person that acquires the Securities
from you) or by you for any other purpose, or filed or furnished to any governmental agency or any
other person, without our prior written consent.




Very truly yours,




   




   




   




   















 








EXHIBIT C




[Letterhead of CNA Financial Corp]




November 13, 2009               




Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013




J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017




Wells Fargo Securities, LLC

301 S. College Street

Charlotte, North Carolina 28288




             Re:          Public Offering of CNA Financial Corporation
7.350% Notes due 2019



Ladies and Gentlemen:




             I am providing this opinion as Executive Vice President, General Counsel and Secretary of CNA
Financial Corporation, a Delaware corporation (the “Company”), in connection with the issuance and
sale by the Company to the several underwriters named in Schedule II of the hereinafter defined
Underwriting Agreement (the “Underwriters”), of $350,000,000 aggregate principal amount of its
7.350% Notes due 2019 (said Notes to be issued and sold by the Company being hereinafter called the
“Securities”) pursuant to the Underwriting Agreement, dated as of November 9, 2009, between the
Company and the Underwriters (the “Underwriting Agreement”). Capitalized terms used but not defined
herein are used as defined in the Underwriting Agreement.




             In that connection, I, or attorneys under my supervision, have reviewed and examined: (i) the
Registration Statement; (ii) the Basic Prospectus; (iii) the Disclosure Package; (iv) the Final
Prospectus; (v) the “issuer free writing prospectus” (as defined in Rule 433(h)(1) of the Rules and
Regulations), dated November 9, 2009, attached as Schedule III of the Underwriting Agreement,
relating to the Securities (the “Free Writing Prospectus”); (vi) the Certificate of Incorporation
of the Company, as amended through the date hereof; (vii) the By-laws of the Company, as amended
through the date hereof; (viii) a specimen certificate representing the Securities; and (ix) the
resolutions of the Board of Directors of the Company relating to the issuance of the Securities. In
addition, I have reviewed such other documents and instruments, investigated such matters of law,
and as to matters of fact, to the extent I have deemed proper, relied on certificates of
responsible officers of the Company and certificates or other written statements of officials of
jurisdictions having custody of documents with respect to the corporate existence or good standing
of the Company, conferred with such officers and directors of the Company and the Material
Subsidiaries, and ascertained or verified to my satisfaction such additional facts with respect to
the Company which I have deemed necessary or appropriate for the purposes of this opinion. I have
with your consent also assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to me as originals and the conformity to
original documents of all documents submitted to me as copies.




             I am a member of the Bar of the State of New York and of Illinois and do not express any
opinion as to any matters governed by any laws other than the laws of New York and Illinois, the
General Corporation Law of the State of Delaware and the federal laws of the United States.




             Based on the foregoing and subject to the qualifications set forth below, it is my opinion
that:













 




(i)           the Company is validly existing as a corporation in good standing under the laws the State of
Delaware, with full corporate power and authority to own or lease, as the case may be, and to
operate its properties and conduct its business as described in the Disclosure Package and the
Final Prospectus, and is duly qualified to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction which requires such qualification, except where the
failure to be so qualified could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect;



(ii)           each of the Material Subsidiaries is validly existing as an insurance company (other than The
Continental Corporation, which is validly existing as a New York business corporation, CNA Surety
Corporation, which is validly existing as a Delaware corporation, and CNA National Warranty
Corporation, which is validly existing as an Arizona corporation) and is authorized to transact its
appropriate business under the insurance code of its domiciliary state, with full corporate power
and authority to own is properties and conduct its business as described in the Disclosure Package
and the Final Prospectus, and is duly licensed to do business as a foreign insurer and is
authorized to transact its appropriate business under the laws of each jurisdiction which requires
such licensure wherein it owns or leases material properties or conducts material business where
the failure to be so licensed could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect;



(iii)           all the outstanding shares of capital stock of each Material Subsidiary have been duly and
validly authorized and issued and are fully paid and nonassessable, and, except to the extent
otherwise set forth in the Disclosure Package and the Final Prospectus, all outstanding shares of
capital stock of the Material Subsidiaries are owned by the Company either directly or through
wholly owned subsidiaries (except for CNA Surety Corporation, of which the Company owns
approximately 62%) free and clear of any perfected security interest and, to my knowledge, after
due inquiry, any other security interest, claim, lien or encumbrance;



(iv)           to my knowledge, there is no pending or threatened action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company or any of
its subsidiaries or its or their property of a character required to be disclosed in the
Registration Statement which is not adequately disclosed in the Disclosure Package and the Final
Prospectus, and there is no franchise, contract or other document of a character required to be
described in the Registration Statement or Final Prospectus, or to be filed as an exhibit thereto,
which is not described or filed as required.



(v)           neither the issue and sale of the Securities, nor the consummation of any other of the
transactions contemplated by the Underwriting Agreement, nor the fulfillment of the terms of the
Underwriting Agreement will conflict with, result in a breach or violation of, or the imposition of
any lien, charge or encumbrance upon any property or assets of the Company or its Material
Subsidiaries pursuant to, (i) the charter or by-laws of the Company or of its Material Subsidiaries
that are corporations or the certificate of formation or operating agreement of any Material
Subsidiary that is a limited partnership, (ii) the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition,
covenant or instrument to which the Company or any of its Material Subsidiaries is a party or bound
or to which its or their property is subject, or (iii) any statute, law, rule, regulation,
judgment, order or decree applicable to the Company or its Material Subsidiaries of any court,
regulatory body, administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company or its Material Subsidiaries or any of its or their properties,
except, with respect to clauses (ii) and (iii) above, for such conflicts, breaches, violations or
impositions that could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect;



(vi)           to my knowledge, no holders of securities of the Company have rights to the registration of
such securities under the Registration Statement; and



 (vii)           no consent, approval, authorization, filing with or order of any court or governmental
agency or body is required in connection with the performance by the Company of its obligations
under the Underwriting Agreement, except such as have been obtained under the Act and such as may
be required to be obtained by the Company under the blue sky laws of any jurisdiction in connection
with the purchase from the Company and distribution of the Shares by the Underwriter in the manner
contemplated in the Underwriting Agreement and in the Final Prospectus and such other approvals as
have been obtained.














 





             I am not passing upon and assume no responsibility for the accuracy, completeness or fairness
of the statements contained in the Registration Statement or any amendments thereto, the Final
Prospectus or the Disclosure Package nor am I making any representation that I have independently
verified or checked the accuracy, completeness or fairness of such statements. Also, I am not
expressing any view as to the financial statements and related schedules or the other financial
data or the Statement of Eligibility on Form T-1 included or incorporated by reference in the
Registration Statement, the Final Prospectus or the Disclosure Package or omitted therefrom.
However, as indicated above, I or attorneys under my supervision have examined various documents
and records and participated in conferences with your representatives, representatives of the
Company, the Company’s counsel and the Company’s auditors, at which time the contents of the
Registration Statement, the Final Prospectus, the Disclosure Package and related matters were
discussed. Subject to the foregoing, I advise you that no facts have come to my attention as a
result of the foregoing which have caused me to believe that (i) at the Effective Date immediately
preceding the Execution Time, the Registration Statement contained any untrue statement of a
material fact or omitted to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, (ii) the Disclosure Package, as of the Applicable Time,
included any untrue statement of a material fact or omitted to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading or (iii) the Final Prospectus as of its date and as of the Closing Date includes any
untrue statement of a material fact or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading.




             I do not purport herein to cover the application of state blue sky or securities laws to the
sale of the Securities.




             The opinions and statements expressed herein are as of the date hereof. I assume no
obligation to update or supplement this opinion letter to reflect any facts or circumstances that
may hereafter come to my attention or any changes in applicable law that may hereafter occur.




             This opinion is rendered only to you and solely for your benefit in connection with the above
transaction. This opinion may not be relied upon by you for any other purpose, or relied upon by
any other person, entity, firm or corporation (including purchases of Securities through the
Underwriters) for any purpose without my prior written consent. The opinions contained herein are
limited to the matters expressly stated herein, and no opinion may be inferred or implied beyond
the matters expressly stated herein.





	 	 	 	 	 
	 	Yours truly,




Jonathan D. Kantor

Executive Vice President, General Counsel and

Secretary

 	 
	 	 	 
	 	 	 
	 	 	 
	 














 






SCHEDULE I



Registration Statement No. 333-140870.




	 	 	 
	Representative(s)

	 	Citigroup Global Markets Inc.
	 

	 	J.P. Morgan Securities Inc.
	 

	 	Wells Fargo Securities, LLC





Title, Purchase Price and Description of Securities:




               7.350% Notes due 2019




               Principal amount: $350,000,000




               Purchase Price: 99.2370%, plus accrued interest, if any, from November 13, 2009



Other provisions:



Closing Date, Time and Location: November 13, 2009 at 10:00 a.m. at the offices of Mayer Brown LLP,
71 South Wacker Drive, Chicago, Illinois 60606.



Information provided for purposes of Section 8(b):



(i) the last paragraph on the cover page of the Final Prospectus regarding sales by the
Underwriters of the Securities and (ii) in the Final Prospectus under the heading “Underwriting,”
(a) the language in the first paragraph regarding the Underwriters and their respective
participation in the sale of the Securities; (b) the fourth paragraph regarding sales by the
Underwriters of the Securities; and (c) the sixth and seventh paragraphs related to stabilization
and syndicate covering transactions.



Address for notices pursuant to Section 12:



Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attn: General Counsel



J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017

Attn: High Grade Syndicate Desk



Wells Fargo Securities, LLC

301 S. College Street

Charlotte, North Carolina 28288

Attn: Transaction Management Department















 








SCHEDULE II






	 	 	 	 	 
	 	 	Principal Amount of	 
	 	 	2019 Notes	 
	Underwriters	 	to be Purchased	 
	Citigroup Global Markets Inc.
	 	 	$105,000,000.00	 
	J.P. Morgan Securities Inc.
	 	 	$105,000,000.00	 
	Wells Fargo Securities, LLC
	 	 	$105,000,000.00	 
	U.S. Bancorp Investment, Inc.
	 	 	$14,000,000.00	 
	The Williams Capital Group, L.P.
	 	 	$14,000,000.00	 
	PNC Capital Markets LLC
	 	 	$7,000,000.00	 
	 
	 	 	 
	       Total
	 	 	$350,000,000.00	 
	 
	 	 	 

















 








SCHEDULE III



 Schedule of Free Writing Prospectuses included in the Disclosure Package



1. Free writing prospectus, dated November 9, 2009, which contains the following Fixed Rate Term
Sheet relating to the pricing terms of the Securities:




CNA FINANCIAL CORPORATION




7.350% Senior Notes due 2019




Final Terms and Conditions:




	 	 	 	 	 
	 

	 	Issuer:
	 	CNA Financial Corporation
	 
	 	 	 	 
	 

	 	Securities:
	 	7.350% Notes due 2019
	 
	 	 	 	 
	 

	 	Security Type:
	 	Senior Unsecured Fixed Rate Notes
	 
	 	 	 	 
	 

	 	Expected Ratings1:
	 	Baa3/BBB-/BBB- (Stable/Stable/Negative)
	 

	 	 	 	(Moody’s/S&P/Fitch)
	 
	 	 	 	 
	 

	 	Trade Date:
	 	November 9, 2009 
	 
	 	 	 	 
	 

	 	Settlement Date:
	 	November 13, 2009 (T + 3)
	 
	 	 	 	 
	 

	 	Maturity Date:
	 	November 15, 2019 
	 
	 	 	 	 
	 

	 	Principal Amount:
	 	$350,000,000 
	 
	 	 	 	 
	 

	 	Benchmark Treasury:
	 	3.625% US Treasury due 08/19 
	 
	 	 	 	 
	 

	 	Benchmark Treasury Price:
	 	101-03 
	 
	 	 	 	 
	 

	 	Benchmark Treasury Yield:
	 	3.491% 
	 
	 	 	 	 
	 

	 	Spread to Benchmark Treasury:
	 	+387.5 bps
	 
	 	 	 	 
	 

	 	Yield to Maturity:
	 	7.366% 
	 
	 	 	 	 
	 

	 	Coupon:
	 	7.350% 
	 
	 	 	 	 
	 

	 	Public Offering Price:
	 	99.887% of principal amount
	 
	 	 	 	 
	 

	 	Make-Whole Call:
	 	At any time at a discount rate of Treasury plus 50 bps
	 
	 	 	 	 
	 

	 	Interest Payment Dates:
	 	Semi-annually on the 15 of each May and November,
	 

	 	 	 	commencing on May 15, 2010. 
	 
	 	 	 	 
	 

	 	Joint Bookrunners:
	 	Citigroup Global Markets Inc.
	 

	 	 	 	J.P. Morgan Securities Inc.
	 

	 	 	 	Wells Fargo Securities, LLC
	 

	 	Co-managers:
	 	U.S. Bancorp Investment, Inc.
	 

	 	 	 	The Williams Capital Group, L.P.
	 

	 	 	 	PNC Capital Markets LLC








 




			
	1  A securities rating is not a recommendation to buy,
sell or hold securities and may be subject to revision or withdrawal at any
time.














 









A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time.



The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and
Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus for
this offering in that registration statement, and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering. You may get these documents for
free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, you may obtain a copy of
the prospectus from the issuer or Citigroup Global Markets Inc., by calling 1-877-858-5407, or J.P.
Morgan Securities Inc., by calling collect 1-212-834-4533 or Wells Fargo Securities, LLC, by
calling 1-800-326-5897.



Any disclaimers or other notices that may appear below are not applicable to this communication and
should be disregarded. Such disclaimers were automatically generated as a result of this
communication being sent via Bloomberg or another email system.















 








SCHEDULE IV



Schedule of other information included in the Disclosure Package




Not applicable