Agreement for Purchase and Sale of Debt Securities – CNA Financial Corp.

CNA Financial Corporation

$400,000,000
Debt Securities

				New York, New York February 9, 2011

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, $400,000,000 aggregate principal amount of its 5.75% Notes due
2021 (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, became effective upon filing with 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
is a “well-known seasoned issuer” (as defined in Rule 405) and 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 61%) 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 Company153s 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 creditors153 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 creditors153 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
creditors153 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 Company153s Annual Report on Form 10-K
for the year ended December 31, 2009 (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, which has certified certain financial
statements of the Company and its consolidated subsidiaries and delivered its
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 Company153s 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 Subsidiaries153 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 Company153s knowledge: (a) there are no
rights of third parties to any such Intellectual Property; (b) there is no
material infringement by third parties of any such Intellectual Property; (c)
there is no pending or, to the Company153s knowledge,

5

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 Company153s 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 Company153s knowledge, any of the Company153s 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 Company153s 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 management153s general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with US generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management153s 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 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

6

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
Company153s or any of its subsidiaries153 claims-paying ability rating or financial
strength rating by A.M. Best Company, Inc., Standard & Poor153s Rating Group,
Moody153s Investor Service, Inc., Fitch Ratings, Ltd. or any other “nationally
recognized statistical rating organizations,” as such term is defined for
purposes of 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) 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.

(ii) 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.

(jj) 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 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.

(kk) 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

7

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
Underwriter153s 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 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 in
substantially the form of Schedule III hereto with the Commission as an “issuer
free writing prospectus” pursuant to Rule 433.

8

(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 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.

9

(h) During the period commencing at the Execution Time and ending on 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 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 Company153s 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
Company153s knowledge, threatened.

(b) The Company shall have requested and caused Mayer Brown LLP, counsel for
the Company, to have furnished to the Representatives, their opinion and
negative assurance letter, dated the Closing Date and addressed to the
Representatives in the forms of Exhibits A-1 and A-2, respectively.

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.

10

(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 B.

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 Company153s 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).

(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;

11

(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, 2010 and as at September 30, 2010 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, 2009, 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, 2010 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 stockholders153 equity of the Company as
compared with the corresponding amounts shown on the September 30, 2010 balance
sheet included or incorporated by reference in the Registration Statement and
the Final Prospectus, or for the period from October 1, 2010 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, 2010 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 Company153s last consolidated financial statement);

(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.

12

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 certificate,
letter or letters referred to in paragraph (j) or (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 Company153s debt securities by any “nationally
recognized statistical rating organization” (as defined for purposes of 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.

(j) On or prior to the Closing Date, the Company shall have delivered to the
Representatives a certificate of the Chief Financial Officer of the Company with
respect to specified financial information in the Disclosure Package and the
Final Prospectus.

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 S. Wacker
Drive, Chicago, IL 60606, on the Closing Date.

7. Reimbursement of Underwriters153 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 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

13

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, liability or action 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 party153s choice at the indemnifying party153s 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 party153s 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 (it being
understood, however, that the indemnifying party shall not be liable for the
fees, costs and expenses of more than one separate counsel (in addition to one
separate local 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 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.

14

(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 amount of 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 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

15

(ii)), (ii) trading in securities generally on the New York Stock Exchange or
the Nasdaq Global Market shall have been suspended or limited or minimum prices
shall have been established on such Exchange or the Nasdaq Global 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 arm153s-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 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.

16

“Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

“Applicable Time” shall mean 3:00 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, described 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 becomes
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.

“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.

17

“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:	J.P. Morgan Securities LLC
By:	/s/ Robert Bottamedi
	Name:	Robert Bottamedi
	Title:	Vice President
By:	Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:	/s/ Teresa A. Radzinski
	Name:	Teresa A. Radzinski
	Title:	Managing Director
By:	Wells Fargo Securities, LLC
By:	/s/ Carolyn Hurley
	Name:	Carolyn Hurley
	Title:	Director

For themselves and the other
several Underwriters named in
Schedule II to the foregoing
Agreement.

[Signature Page to the Underwriting Agreement]

EXHIBIT A-1

Form of Opinion of Mayer Brown LLP

Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606-4637

Main Tel +1 312 782 0600
Main Fax +1 312 701 7711
www.mayerbrown.com

February [], 2011

Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, New York 10036

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

Wells Fargo Securities, LLC
301 South College Street
Charlotte, North Carolina 28202

Re:

Public Offering of CNA Financial Corporation []% Notes due []

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 February
[], 2011 (the “Underwriting Agreement”), between the
Underwriters and the Company, pursuant to which the Underwriters have agreed to
purchase from the Company for public offering $[] aggregate
principal amount of []% Notes due [] (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 Final
Prospectus, except for the Basic Prospectus.

Mayer Brown LLP operates in combination with our associated
English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia) and is
associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Mayer Brown LLP

February [], 2011
Page 2

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 creditors153 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 creditors153 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 became effective under the Securities Act upon
filing with the Commission on April 14, 2010; to our knowledge, no stop order
suspending the effectiveness of the Registration Statement has been issued, no
proceedings for that purpose have been instituted or threatened, and the
Registration Statement and the Final Prospectus 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.

Mayer Brown LLP

February [], 2011
Page 3

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, Mayer Brown LLP

EXHIBIT A-2

Form of Negative Assurance Letter of Mayer Brown
LLP

Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606-4637

Main Tel +1 312 782 0600
Main Fax +1 312 701 7711
www.mayerbrown.com

February [], 2011

Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, New York 10036

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

Wells Fargo Securities, LLC
301 South College Street
Charlotte, North Carolina 28202

Re:

Public Offering of CNA Financial Corporation []% Notes due []

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 February
[], 2011 (the “Underwriting Agreement”), between the
Underwriters and the Company, pursuant to which the Underwriters have agreed to
purchase from the Company for public offering $[] aggregate
principal amount of []% Notes due [] (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.

Mayer Brown LLP operates in combination with our associated
English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia) and is
associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Mayer Brown LLP

February [], 2011
Page 2

Subject to the foregoing, 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
today153s 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, Mayer Brown LLP

EXHIBIT B

Form of Opinion

[Letterhead of CNA Financial Corp]

333 S. Wabash Ave., 43rd Floor, Chicago IL 60604		Jonathan D. Kantor Executive Vice President, General Counsel and Secretary Telephone 312-822-1384 Facsimile 312-817-0511 Internet jonathan.kantor@cna.com

February [], 2011

Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, New York 10036

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

Wells Fargo Securities, LLC
301 South College Street
Charlotte, North Carolina 28202
as Representatives of the several Underwriters

Re:

Public Offering of CNA Financial Corporation []% Notes due 20 []

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 $[ ] aggregate principal amount of its
[]% Notes due 20 [](said Notes to be issued
and sold by the Company being hereinafter called the “Securities”) pursuant to
the Underwriting Agreement, dated as of February [], 2011,
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
February [], 2011, 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 61 %) 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, (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;

(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 Securities by the Underwriters
in the manner contemplated in the Underwriting Agreement and in the Final
Prospectus and such other approvals as have been obtained; and

(viii) the Annual Report on Form 10-K of the Company for the year ended
December 31, 2009, which is incorporated by reference in the Registration
Statement, the Disclosure Package and the Final Prospectus, as of its respective
filing date, appeared on its face to be appropriately responsive to the
requirements of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, except that I express no opinion with respect to the
financial statements and related notes and schedules thereto, or as to any other
financial or accounting data or information, included or incorporated by
reference therein, or omitted therefrom.

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 Company153s counsel and the Company153s 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. 333-166058

Representative(s)		Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities LLC Wells Fargo Securities, LLC

Title, Purchase Price and Description of Securities:

5.75% Notes due 2021

Principal amount: $400,000,000

Purchase Price: 98.976%, plus accrued interest, if any, from February 14,
2011

Other provisions:

Closing Date, Time and Location: February 14, 2011 at 10.00 a.m. at the
offices of Mayer Brown LLP, 71 S. Wacker Drive, Chicago, IL 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 names of the Underwriters; (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:

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: High Grade Syndicate Desk : 3rd floor

Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
NY1-100-18-03
New York, NY 10036
Attention: High Grade Transaction Management/Legal

Wells Fargo Securities, LLC
301 South College Street, 6th Floor
Charlotte, North Carolina 28202
Attention: Transaction Management

SCHEDULE II

		Principal Amount of
		2021 Notes
Underwriters		to be Purchased
J.P. Morgan Securities LLC			120,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated			120,000,000
Wells Fargo Securities, LLC			120,000,000
The Williams Capital Group, L.P.			16,000,000
U.S. Bancorp Investments, Inc.			16,000,000
PNC Capital Markets LLC			8,000,000
Total			400,000,000

SCHEDULE III

Schedule of Free Writing Prospectuses included in the Disclosure Package

1. Free writing prospectus, dated February 9, 2011, which contains the
following Fixed Rate Term Sheet in substantially the following form relating to
the pricing terms of the Securities:

CNA Financial Corporation
$400,000,000
5.75% NOTES DUE 2021

Issuer:		CNA Financial Corporation
Format:		SEC Registered
Securities:		5.75% Notes due 2021
Security Type:		Senior Unsecured Fixed Rate Notes
Trade Date:		February 9, 2011
Settlement Date:		February 14, 2011 (T + 3)
Maturity Date:		August 15, 2021
Interest Payment Dates:		Semi-annually on the 15th of each February and August, commencing on August 15th, 2011
Principal Amount:		$400,000,000
Treasury Benchmark:		2.625% due November 15, 2020
Treasury Benchmark Yield:		3.648%
Spread to Treasury Benchmark:		215 basis points
Yield to Maturity:		5.798%
Coupon:		5.75%
Price to Public:		99.626% of principal amount
Optional Redemption:		Make-whole redemption at any time at a discount rate of US Treasury + 35 bps
CUSIP / ISIN:		126117AR1/ US126117AR10
Book-Running Managers:		J.P. Morgan Securities LLC
		Merrill Lynch, Pierce, Fenner & Smith Incorporated
		Wells Fargo Securities, LLC
Co-Managers:		The Williams Capital Group, L.P.
		U.S. Bancorp Investments, Inc.
		PNC Capital Markets LLC

The issuer has filed a registration statement, including a prospectus, with
the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus 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, the Book-Running
Managers in the offering will arrange to send you the prospectus if you request
it by contacting J.P. Morgan Securities LLC collect at 212-834-4533, Merrill
Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, or
Wells Fargo Securities, LLC at 1-800-326-5897.

SCHEDULE IV

Schedule of other information included in the Disclosure Package

Not applicable