\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n New York, New York
\nFebruary 9, 2011<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n To the Representatives
\nnamed in Schedule I hereto
\nof the several Underwriters named
\nin Schedule II hereto<\/p>\n Ladies and Gentlemen:<\/p>\n CNA Financial Corporation, a Delaware corporation (the “Company”), proposes
\nto sell to the several underwriters named in Schedule II hereto (the
\n“Underwriters”), for whom you (the “Representatives”) are acting as
\nrepresentatives, $400,000,000 aggregate principal amount of its 5.75% Notes due
\n2021 (said Notes to be issued and sold by the Company being hereinafter called
\nthe “Securities”) to be issued pursuant to the provisions of an Indenture dated
\nas of March 1, 1991, between the Company and The Bank of New York Mellon Trust
\nCompany, N.A., as successor to J. P. Morgan Trust Company, National Association
\n(formerly known as The First National Bank of Chicago), as Trustee (the
\n“Trustee”), as supplemented by the first supplemental indenture, dated as of
\nOctober 15, 1993, and by the second supplemental indenture, dated as of December
\n15, 2004, between the Company and the Trustee (as so supplemented, the
\n“Indenture”). To the extent there are no additional Underwriters listed on
\nSchedule II other than you, the term Representatives as used herein shall mean
\nyou, as Underwriters, and the terms Representatives and Underwriters shall mean
\neither the singular or plural as the context requires. Any reference herein to
\nthe Registration Statement, the Basic Prospectus, any Preliminary Final
\nProspectus or the Final Prospectus shall be deemed to refer to and include the
\ndocuments incorporated by reference therein pursuant to Item 12 of Form S-3
\nwhich were filed under the Exchange Act on or before the Effective Date of the
\nRegistration Statement or the issue date of the Basic Prospectus, any
\nPreliminary Final Prospectus or the Final Prospectus, as the case may be; and
\nany reference herein to the terms “amend”, “amendment” or “supplement” with
\nrespect to the Registration Statement, the Basic Prospectus, any Preliminary
\nFinal Prospectus or the Final Prospectus shall be deemed to refer to and include
\nthe filing of any document under the Exchange Act after the Effective Date of
\nthe Registration Statement, or the issue date of the Basic Prospectus, any
\nPreliminary Final Prospectus or the Final Prospectus, as the case may be, deemed
\nto be incorporated therein by reference. Certain terms used herein are defined
\nin Section 20 hereof.<\/p>\n 1. Representations and Warranties.<\/u> The Company represents and warrants
\nto, and agrees with, each Underwriter that:<\/p>\n (a) The Company meets the requirements for use of Form S-3 under the Act and
\nhas prepared and filed with the Commission a registration statement (the file
\nnumber of which is set forth in Schedule I hereto) on Form S-3, including a
\nrelated basic prospectus, for registration under the Act of the offering and
\nsale of the Securities. Such Registration Statement, including any amendments
\nthereto filed prior to the Execution Time, became effective upon filing with the
\nCommission. The Company may have filed with the Commission, as part of an
\namendment to the Registration Statement or pursuant to Rule 424(b), one or more
\nPreliminary Final Prospectuses, each of which has previously been furnished to
\nyou. The Company will file with the Commission a final prospectus supplement
\nrelating to the Securities in accordance with Rule 424(b). As filed, such final
\nprospectus supplement shall contain all information required by the Act and the
\nrules thereunder, and, except to the extent the Representatives shall agree in
\nwriting to a modification, shall be in all substantive respects in the form
\nfurnished to you prior to the Execution Time or, to the extent not completed at
\nthe Execution Time, shall contain only such specific<\/p>\n<\/p>\n<\/p>\n <\/p>\n additional information and other changes (beyond that contained in the Basic
\nProspectus and any Preliminary Final Prospectus) as the Company has advised you,
\nprior to the Execution Time, will be included or made therein. The Registration
\nStatement, at the Execution Time, meets the requirements set forth in Rule
\n415(a)(1)(x).<\/p>\n (b) On the Effective Date, the Registration Statement did or will, and when
\nthe Final Prospectus is first filed (if required) in accordance with Rule 424(b)
\nand on the Closing Date (as defined herein), the Final Prospectus (and any
\nsupplement thereto) will, comply in all material respects with the applicable
\nrequirements of the Act, the Exchange Act and the Trust Indenture Act and the
\nrespective rules thereunder; on the Effective Date and at the Execution Time,
\nthe Registration Statement did not contain any untrue statement of a material
\nfact or omit to state any material fact required to be stated therein or
\nnecessary in order to make the statements therein not misleading; on the
\nEffective Date and on the Closing Date, the Indenture did or will comply in all
\nmaterial respects with the applicable requirements of the Trust Indenture Act
\nand the rules thereunder; and as of its date and on the Closing Date and any
\nsettlement date, the Final Prospectus (together with any supplement thereto)
\nwill not include any untrue statement of a material fact or omit to state a
\nmaterial fact necessary in order to make the statements therein, in the light of
\nthe circumstances under which they were made, not misleading; provided<\/u>,
\nhowever<\/u>, that the Company makes no representations or warranties as to
\n(i) that part of the Registration Statement which shall constitute the Statement
\nof Eligibility (Form T-1) under the Trust Indenture Act, of the Trustee or (ii)
\nthe information contained in or omitted from the Registration Statement or the
\nFinal Prospectus (or any supplement thereto) in reliance upon and in conformity
\nwith information furnished in writing to the Company by or on behalf of any
\nUnderwriter through the Representatives specifically for inclusion in the
\nRegistration Statement or the Final Prospectus (or any supplement thereto), it
\nbeing understood and agreed that the only such information furnished by or on
\nbehalf of any Underwriters consists of the information described as such in
\nSection 8(b) hereof.<\/p>\n (c) As of the Applicable Time, (i) the Disclosure Package, when taken
\ntogether as a whole, and (ii) each electronic road show, when taken together
\nwith the Disclosure Package, does not contain any untrue statement of a material
\nfact or omit to state any material fact necessary in order to make the
\nstatements therein, in the light of the circumstances under which they were
\nmade, not misleading. The preceding sentence does not apply to statements in or
\nomissions from the Disclosure Package based upon and in conformity with written
\ninformation furnished to the Company by any Underwriter through the
\nRepresentatives specifically for use therein, it being understood and agreed
\nthat the only such information furnished by or on behalf of any Underwriter
\nconsists of the information described as such in Section 8(b) hereof.<\/p>\n (d) The Company agrees, unless previously paid, to pay the fees required by
\nthe Commission relating to the Securities.<\/p>\n (e) At the earliest time after the filing of the Registration Statement that
\nthe Company or another offering participant made a bona fide <\/em>offer
\n(within the meaning of Rule 164(h)(2)) relating to the Securities, the Company
\nis a “well-known seasoned issuer” (as defined in Rule 405) and was not and is
\nnot an Ineligible Issuer (as defined in Rule 405), without taking account of any
\ndetermination by the Commission pursuant to Rule 405 that it is not necessary
\nthat the Company be considered an Ineligible Issuer.<\/p>\n(f) As of the time of its first use, each Issuer Free Writing Prospectus does
\nnot or will not include any information that conflicts with the information
\ncontained in the Registration Statement, including any document incorporated
\ntherein and any prospectus supplement deemed to be a part thereof that has not
\nbeen superseded or modified. The foregoing sentence does not apply to statements
\nin or omissions from the Disclosure Package based upon and in conformity with
\nwritten information furnished to the Company by any Underwriter through the
\nRepresentatives specifically for use therein, it being understood and agreed
\nthat the only such information furnished by or on behalf of any Underwriter
\nconsists of the information described as such in Section 8(b) hereof.<\/p>\n 2<\/p>\n<\/p>\n<\/p>\n <\/p>\n (g) The Notes conform in all material respects to the description thereof
\ncontained in the Final Prospectus.<\/p>\n (h) The Company has been duly incorporated and is validly existing as a
\ncorporation in good standing under the laws of the State of Delaware with full
\ncorporate power and authority to own or lease, as the case may be, and to
\noperate its properties and conduct its business as described in the Disclosure
\nPackage and the Final Prospectus, and other than as could not, individually or
\nin the aggregate, reasonably be expected to have a Material Adverse Effect, is
\nduly qualified to do business as a foreign corporation and is in good standing
\nunder the laws of each jurisdiction which requires such qualification.<\/p>\n (i) Each of the Material Subsidiaries is validly existing as an insurance
\ncompany (other than The Continental Corporation, which is validly existing as a
\nNew York business corporation, CNA Surety Corporation, which is validly existing
\nas a Delaware corporation and CNA National Warranty Corporation, which is
\nvalidly existing as an Arizona corporation) and is authorized to transact its
\nappropriate business under the insurance code of its domiciliary state, with
\nfull corporate power and authority to own its properties and conduct its
\nbusiness as described in the Disclosure Package and the Final Prospectus, and is
\nduly licensed to do business as a foreign insurer and is authorized to transact
\nits appropriate business under the laws of each jurisdiction which requires such
\nlicensure wherein it owns or leases material properties or conducts material
\nbusiness, except where the failure to be so licensed could not, individually or
\nin the aggregate, reasonably be expected to have a Material Adverse Effect.<\/p>\n (j) All the outstanding shares of capital stock of each Material Subsidiary
\nhave been duly and validly authorized and issued and are fully paid and
\nnonassessable, and, except as otherwise set forth in the Disclosure Package and
\nthe Final Prospectus, all outstanding shares of capital stock of the Material
\nSubsidiaries are owned by the Company either directly or through wholly owned
\nsubsidiaries (except for CNA Surety Corporation, of which the Company owns
\napproximately 61%) free and clear of any security interests, claims, liens or
\nencumbrances, except where the existence of any such security interest, claim,
\nlien or encumbrance, could not, individually or in the aggregate, reasonably be
\nexpected to have a Material Adverse Effect.<\/p>\n (k) The Company153s authorized equity capitalization is as set forth in the
\nDisclosure Package and the Final Prospectus; the capital stock of the Company
\nconforms in all material respects to the description thereof contained in the
\nDisclosure Package and the Final Prospectus; the Securities have been duly and
\nvalidly authorized and when executed and authenticated in accordance with the
\nprovisions of the Indenture and delivered to and paid for by the Underwriters in
\naccordance with the terms of this Agreement, will be entitled to the benefits of
\nthe Indenture and will be valid and binding obligations of the Company,
\nenforceable in accordance with their terms, subject to applicable bankruptcy,
\ninsolvency or similar laws affecting creditors153 rights generally and general
\nprinciples of equity.<\/p>\n (l) There is no franchise, contract or other document of a character required
\nto be described in the Registration Statement, the Disclosure Package or the
\nFinal Prospectus, or to be filed as an exhibit thereto, which is not described
\nor filed as required.<\/p>\n (m) This Agreement has been duly authorized, executed and delivered by the
\nCompany and constitutes a valid and binding obligation of the Company
\nenforceable in accordance with its terms (except as rights to indemnification
\nand contribution hereunder may be limited by applicable law and subject, as to
\nthe enforcement of remedies, to applicable bankruptcy, reorganization,
\ninsolvency, moratorium or other laws affecting creditors153 rights generally from
\ntime to time in effect and to general principles of equity, including, without
\nlimitation, concepts of materiality, reasonableness, good faith and fair
\ndealing, regardless of whether considered in a proceeding in equity or at law).\n<\/p>\n (n) The Indenture has been duly qualified under the Trust Indenture Act, and
\nhas been duly authorized, executed and delivered by the Company and is a valid
\nand binding agreement of the Company, enforceable in accordance with its terms,
\nsubject to applicable bankruptcy, insolvency or similar laws affecting
\ncreditors153 rights generally and general principles of equity. The Indenture
\nconforms in all<\/p>\n 3<\/p>\n<\/p>\n<\/p>\n <\/p>\n material respects to the description thereof in the Registration Statement,
\nthe Disclosure Package and the Final Prospectus.<\/p>\n (o) The Company is not and, after giving effect to the offering and sale of
\nthe Securities and the application of the proceeds thereof as described in the
\nFinal Prospectus will not be, an “investment company” as defined in the
\nInvestment Company Act of 1940, as amended.<\/p>\n (p) No consent, approval, authorization, filing with or order of any court or
\ngovernmental agency or body is required to be obtained by the Company in
\nconnection with the transactions contemplated herein, except such as have been
\nor will be obtained under the Act and the Exchange Act and such as may be
\nrequired under the blue sky laws of any jurisdiction in connection with the
\npurchase and distribution of the Securities by the Underwriters in the manner
\ncontemplated herein and in the Disclosure Package and the Final Prospectus.<\/p>\n (q) Neither the issue and sale of the Securities (including the application
\nof the proceeds therefrom as described in the Final Prospectus) nor the
\nconsummation of any other of the transactions herein contemplated nor the
\nfulfillment of the terms hereof will conflict with, result in a breach or
\nviolation or imposition of any lien, charge or encumbrance upon any property or
\nassets of the Company or any of its Material Subsidiaries pursuant to, (i) the
\ncharter or by-laws of the Company or any of its Material Subsidiaries, (ii) the
\nterms of any indenture, contract, lease, mortgage, deed of trust, note
\nagreement, loan agreement or other agreement, obligation, condition, covenant or
\ninstrument to which the Company or any of its Material Subsidiaries is a party
\nor bound or to which its or their property is subject, or (iii) any statute,
\nlaw, rule, regulation, judgment, order or decree applicable to the Company or
\nany of its Material Subsidiaries of any court, regulatory body, administrative
\nagency, governmental body, arbitrator or other authority having jurisdiction
\nover the Company or any of its Material Subsidiaries or any of its or their
\nproperties, except, with respect to clauses (ii) and (iii) above, for such
\nconflicts, breaches, violations or impositions that could not, individually or
\nin the aggregate, reasonably be expected to have a Material Adverse Effect.<\/p>\n (r) No holders of securities of the Company have rights to the registration
\nof such securities under the Registration Statement.<\/p>\n (s) The consolidated historical financial statements of the Company and its
\nconsolidated subsidiaries included or incorporated by reference in the Final
\nProspectus, the Disclosure Package and the Registration Statement present fairly
\nin all material respects the financial condition, results of operations and cash
\nflows of the Company as of the dates and for the periods indicated, comply as to
\nform with the applicable accounting requirements of the Act and the Exchange Act
\nand have been prepared in conformity with generally accepted accounting
\nprinciples applied on a consistent basis throughout the periods involved (except
\nas otherwise noted therein). The selected financial data set forth under the
\ncaption “Selected Financial Data” in the Company153s Annual Report on Form 10-K
\nfor the year ended December 31, 2009 (the “Annual Report”) fairly present in all
\nmaterial respects, on the basis stated in the Annual Report, the information
\nincluded therein.<\/p>\n (t) No action, suit or proceeding by or before any court or governmental
\nagency, authority or body or any arbitrator involving the Company or any of its
\nsubsidiaries or its or their property is pending or, to the knowledge of the
\nCompany, threatened that (i) could reasonably be expected to have a material
\nadverse effect on the performance of this Agreement or the consummation of any
\nof the transactions contemplated hereby or (ii) could reasonably be expected to
\nhave a Material Adverse Effect except, in the case of (i) and (ii), as set forth
\nin or contemplated in the Disclosure Package and the Final Prospectus (exclusive
\nof any supplement thereto).<\/p>\n (u) Except as could not reasonably be expected to have a Material Adverse
\nEffect, each of the Company and each of its Material Subsidiaries owns or leases
\nall such properties as are necessary to the conduct of its operations as
\npresently conducted.<\/p>\n 4<\/p>\n<\/p>\n<\/p>\n <\/p>\n (v) Neither the Company nor any subsidiary is in violation or default of (i)
\nany provision of its charter or bylaws, (ii) the terms of any indenture,
\ncontract, lease, mortgage, deed of trust, note agreement, loan agreement or
\nother agreement, obligation, condition, covenant or instrument to which it is a
\nparty or bound or to which its property is subject (except in any case in which
\nsuch violation or default could not reasonably be expected to have a Material
\nAdverse Effect, and except as set forth in or contemplated in the Disclosure
\nPackage and the Final Prospectus (exclusive of any supplement thereto)), or
\n(iii) any statute, law, rule, regulation, judgment, order or decree of any
\ncourt, regulatory body, administrative agency, governmental body, arbitrator or
\nother authority having jurisdiction over the Company or such subsidiary or any
\nof its properties, as applicable (except in any case in which such violation or
\ndefault could not reasonably be expected to have a Material Adverse Effect, and
\nexcept as set forth in or contemplated in the Disclosure Package and the Final
\nProspectus (exclusive of any supplement thereto)).<\/p>\n (w) Deloitte & Touche LLP, which has certified certain financial
\nstatements of the Company and its consolidated subsidiaries and delivered its
\nreports with respect to the audited consolidated financial statements and
\nschedules included or incorporated by reference in the Disclosure Package and
\nthe Final Prospectus, are independent registered public accountants with respect
\nto the Company within the meaning of the Act and the applicable published rules
\nand regulations thereunder.<\/p>\n (x) There are no transfer taxes or other similar fees or charges under
\nFederal law or the laws of any state, or any political subdivision thereof,
\nrequired to be paid by the Company in connection with the execution and delivery
\nof this Agreement or the issuance or sale by the Company of the Securities.<\/p>\n (y) Except as could not reasonably be expected to have a Material Adverse
\nEffect, and except as set forth in or contemplated in the Disclosure Package and
\nthe Final Prospectus (exclusive of any supplement thereto), no labor problem or
\ndispute with the employees of the Company or any of its Material Subsidiaries
\nexists or, to the Company153s knowledge, is threatened or imminent, and the
\nCompany is not aware of any existing or imminent labor disturbance by the
\nemployees of any of its or its Material Subsidiaries153 principal suppliers,
\ncontractors or customers.<\/p>\n (z) The Company and its Material Subsidiaries possess all licenses,
\ncertificates, permits and other authorizations issued by the appropriate
\nfederal, state or foreign regulatory authorities necessary to conduct their
\nrespective businesses, except where the failure to possess such a license,
\ncertificate, permit and other authorization could not, individually or in the
\naggregate, reasonably be expected to have a Material Adverse Effect, and neither
\nthe Company nor any such subsidiary has received any notice of proceedings
\nrelating to the revocation or modification of any such certificate,
\nauthorization or permit which, singly or in the aggregate, if the subject of an
\nunfavorable decision, ruling or finding, could reasonably be expected to have a
\nMaterial Adverse Effect, except as set forth in or contemplated in the
\nDisclosure Package and the Final Prospectus (exclusive of any supplement
\nthereto).<\/p>\n (aa) Except as disclosed in the Disclosure Package and the Final Prospectus,
\nthe Company has not taken, directly or indirectly, any action designed to or
\nthat would constitute or that might reasonably be expected to cause or result
\nin, under the Exchange Act or otherwise, stabilization or manipulation of the
\nprice of any security of the Company to facilitate the sale or resale of the
\nSecurities.<\/p>\n (bb) The Company and its Material Subsidiaries own, possess, license or have
\nother rights to use, on reasonable terms, all material patents, patent rights,
\nlicenses, inventions, copyrights, know-how (including trade secrets and other
\nunpatented and\/or unpatentable proprietary or confidential information, systems
\nor procedures), trademarks, service marks and trade names (collectively, the
\n“Intellectual Property”) currently employed by them in connection with the
\nbusinesses of the Company and its Material Subsidiaries as now conducted or as
\nproposed in the Disclosure Package and the Final Prospectus to be conducted,
\nexcept where the failure to so own, possess, license or otherwise use on
\nreasonable terms could not, singly or in the aggregate, reasonably be expected
\nto have a Material Adverse Effect. Except as could not reasonably be expected to
\nhave a Material Adverse Effect, to the Company153s knowledge: (a) there are no
\nrights of third parties to any such Intellectual Property; (b) there is no
\nmaterial infringement by third parties of any such Intellectual Property; (c)
\nthere is no pending or, to the Company153s knowledge,<\/p>\n 5<\/p>\n<\/p>\n<\/p>\n <\/p>\n threatened action, suit, proceeding or claim by others challenging the rights
\nof the Company or any of its Material Subsidiaries in or to any such
\nIntellectual Property, and the Company and each of its Material Subsidiaries is
\nunaware of any facts which would form a reasonable basis for any such claim; (d)
\nthere is no pending or threatened action, suit, proceeding or claim by others
\nchallenging the validity or scope of any such Intellectual Property, and the
\nCompany and each of its Material Subsidiaries is unaware of any facts which
\nwould form a reasonable basis for any such claim; and (e) there is no pending
\nor, to the Company153s knowledge, threatened action, suit, proceeding or claim by
\nothers that the Company or any of its Material Subsidiaries infringes or
\notherwise violates any patent, trademark, copyright, trade secret or other
\nproprietary rights of others, and the Company and each of its Material
\nSubsidiaries is unaware of any other fact which would form a reasonable basis
\nfor any such claim.<\/p>\n (cc) There has been no failure in any material respect on the part of the
\nCompany and, to the Company153s knowledge, any of the Company153s directors or
\nofficers, in their capacities as such, to comply with any provision of the
\nSarbanes Oxley Act of 2002 and the rules and regulations promulgated in
\nconnection therewith (the “Sarbanes Oxley Act”).<\/p>\n (dd) Except as disclosed in the Registration Statement, the Disclosure
\nPackage and the Final Prospectus, the Company maintains disclosure controls and
\nprocedures (as such term is defined in Rule 13a-15 under the Exchange Act) that
\nare effective in all material respects in providing reasonable assurance that
\ninformation required to be disclosed by the Company in the reports that it files
\nor submits under the Exchange Act is recorded, processed, summarized and
\nreported, within the time periods specified in the rules and forms of the
\nCommission, including, without limitation, controls and procedures designed to
\nensure that information required to be disclosed by the Company in the reports
\nthat it files or submits under the Exchange Act is accumulated and communicated
\nto the Company153s management, including its principal executive officer or
\nofficers and its principal financial officer or officers, as appropriate to
\nallow timely decisions regarding required disclosure. Except as disclosed in the
\nRegistration Statement, the Disclosure Package and the Final Prospectus, the
\nCompany maintains a system of internal control over financial reporting
\nsufficient to provide reasonable assurance that (i) transactions are executed in
\naccordance with management153s general or specific authorization; (ii)
\ntransactions are recorded as necessary to permit preparation of financial
\nstatements in conformity with US generally accepted accounting principles and to
\nmaintain accountability for assets; (iii) access to assets is permitted only in
\naccordance with management153s general or specific authorization; and (iv) the
\nrecorded accountability for assets is compared with existing assets at
\nreasonable intervals and appropriate action is taken with respect to any
\ndifferences.<\/p>\n (ee) Each Material Subsidiary of the Company that is engaged in the business
\nof insurance or reinsurance (each an “Insurance Subsidiary”, collectively the
\n“Insurance Subsidiaries”) is licensed or authorized to conduct an insurance or
\nreinsurance business, as the case may be, under the insurance statutes of each
\njurisdiction in which the conduct of its business requires such licensing or
\nauthorization, except for such jurisdictions in which the failure of the
\nInsurance Subsidiary to be so licensed or authorized could not, individually or
\nin the aggregate, reasonably be expected to have a Material Adverse Effect. The
\nCompany and the Insurance Subsidiaries have made all required filings under
\napplicable insurance statutes in each jurisdiction where such filings are
\nrequired, except for such filings the failure of which to make could not,
\nindividually or in the aggregate, reasonably be expected to have a Material
\nAdverse Effect. Each of the Insurance Subsidiaries has all other necessary
\nauthorizations, approvals, orders, consents, certificates, permits,
\nregistrations and qualifications (“Authorizations”), of and from all insurance
\nregulatory authorities necessary to conduct their respective existing businesses
\nas described in the Disclosure Package and the Final Prospectus, except where
\nthe failure to have such Authorizations could not, individually or in the
\naggregate, reasonably be expected to have a Material Adverse Effect, and no
\nInsurance Subsidiary has received any notification from any insurance regulatory
\nauthority to the effect that any additional Authorizations are needed to be
\nobtained by any Insurance Subsidiary in any case where it could reasonably be
\nexpected that the failure to obtain such additional Authorizations or the
\nlimiting of the writing of such business, individually or in the aggregate,
\nwould have a Material Adverse Effect, and, except as described in the Disclosure
\nPackage and the Final Prospectus, no insurance regulatory authority having
\njurisdiction over any Insurance Subsidiary has issued any order or decree
\nimpairing, restricting or prohibiting (i) the payment of dividends by any
\nInsurance Subsidiary to its parent, other than those restrictions applicable to
\ninsurance or reinsurance companies under such jurisdiction generally, or (ii)
\nthe<\/p>\n 6<\/p>\n<\/p>\n<\/p>\n <\/p>\n continuation of the business of the Company or any of the Insurance
\nSubsidiaries in all material respects as presently conducted, in each case
\nexcept where such orders or decrees could not, individually or in the aggregate,
\nreasonably be expected to have a Material Adverse Effect.<\/p>\n (ff) Except as described in the Disclosure Package and the Final Prospectus,
\n(i) all ceded reinsurance and retrocessional treaties, contracts, agreements and
\narrangements (“Reinsurance Contracts”) to which the Company or any Insurance
\nSubsidiary is a party and as to which any of them reported recoverables,
\npremiums due or other amounts in its most recent statutory financial statements
\nare in full force and effect, except where the failure of such Reinsurance
\nContracts to be in full force and effect could not, individually or in the
\naggregate, reasonably be expected to have a Material Adverse Effect, and (ii)
\nneither the Company nor any Reinsurance Subsidiary has received any notice from
\nany other party to any Reinsurance Contract that such other party intends not to
\nperform such Reinsurance Contract in any material respect, and the Company has
\nno knowledge that any of the other parties to such Reinsurance Contracts will be
\nunable to perform their respective obligations thereunder in any material
\nrespect, except where (A) the Company or the Insurance Subsidiary has
\nestablished reserves in its financial statements which it deems adequate for
\npotential uncollectible reinsurance or (B) such nonperformance could not,
\nindividually or in the aggregate, reasonably be expected to have a Material
\nAdverse Effect.<\/p>\n (gg) Except as described in the Disclosure Package and the Final Prospectus,
\nthe Company has no knowledge of any threatened or pending downgrading of the
\nCompany153s or any of its subsidiaries153 claims-paying ability rating or financial
\nstrength rating by A.M. Best Company, Inc., Standard & Poor153s Rating Group,
\nMoody153s Investor Service, Inc., Fitch Ratings, Ltd. or any other “nationally
\nrecognized statistical rating organizations,” as such term is defined for
\npurposes of the Securities Act, which currently has publicly released a rating
\nof the claims-paying ability or financial strength of the Company or any
\nsubsidiary.<\/p>\n (hh) Except as disclosed in the Registration Statement, the Disclosure
\nPackage and the Final Prospectus, the Company does not intend to use any of the
\nproceeds from the sale of the Securities hereunder to repay any outstanding debt
\n(other than publicly traded debt securities of the Company) owed to any
\naffiliate of any of the Underwriters.<\/p>\n (ii) Neither the Company nor any of its subsidiaries nor, to the knowledge of
\nthe Company, any director, officer, agent, employee or affiliate of the Company
\nor any of its subsidiaries is aware of or has taken any action, directly or
\nindirectly, that would result in a violation by such persons of the Foreign
\nCorrupt Practices Act of 1977, as amended, and the rules and regulations
\nthereunder (the “FCPA”), including, without limitation, making use of the mails
\nor any means or instrumentality of interstate commerce corruptly in furtherance
\nof an offer, payment, promise to pay or authorization of the payment of any
\nmoney, or other property, gift, promise to give, or authorization of the giving
\nof anything of value to any “foreign official” (as such term is defined in the
\nFCPA) or any foreign political party or official thereof or any candidate for
\nforeign political office, in contravention of the FCPA; and the Company, its
\nsubsidiaries and, to the knowledge of the Company, its affiliates have conducted
\ntheir businesses in compliance with the FCPA and have instituted and maintain
\npolicies and procedures designed to ensure, and which are reasonably expected to
\ncontinue to ensure, continued compliance therewith.<\/p>\n (jj) The operations of the Company and its subsidiaries are and have been
\nconducted at all times in compliance with applicable financial recordkeeping and
\nreporting requirements and the money laundering statutes and the rules and
\nregulations thereunder and any related or similar rules, regulations or
\nguidelines, issued, administered or enforced by any governmental agency
\n(collectively, the “Money Laundering Laws”) and no action, suit or proceeding by
\nor before any court or governmental agency, authority or body or any arbitrator
\ninvolving the Company or any of its subsidiaries with respect to the Money
\nLaundering Laws is pending or, to the knowledge of the Company, threatened.<\/p>\n (kk) Neither the Company nor any of its subsidiaries nor, to the knowledge of
\nthe Company, any director, officer, agent, employee or affiliate of the Company
\nor any of its subsidiaries is currently subject to any sanctions administered by
\nthe Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
\nand the Company will not directly or indirectly use the proceeds of the
\noffering, or<\/p>\n 7<\/p>\n<\/p>\n<\/p>\n <\/p>\n lend, contribute or otherwise make available such proceeds to any subsidiary,
\njoint venture partner or other person or entity, for the purpose of financing
\nthe activities of any person currently subject to any U.S. sanctions
\nadministered by OFAC.<\/p>\n Any certificate signed by any officer of the Company and delivered to the
\nRepresentatives or counsel for the Underwriters in connection with the offering
\nof the Securities shall be deemed a representation and warranty by the Company,
\nas to matters covered thereby, to each Underwriter.<\/p>\n 2. Purchase and Sale.<\/u> Subject to the terms and conditions and in
\nreliance upon the representations and warranties herein set forth, the Company
\nagrees to sell to each Underwriter, and each Underwriter agrees, severally and
\nnot jointly, to purchase from the Company, at the purchase price set forth in
\nSchedule I hereto, the principal amount of Securities set forth opposite such
\nUnderwriter153s name in Schedule II hereto.<\/p>\n 3. Delivery and Payment.<\/u> Delivery of and payment for the Securities
\nshall be made on the date and at the time specified in Schedule I hereto, or at
\nsuch time on such later date not more than three Business Days after the
\nforegoing date as the Representatives shall designate, which date and time may
\nbe postponed by agreement between the Representatives and the Company or as
\nprovided in Section 9 hereof (such date and time of delivery and payment for the
\nSecurities being herein called the “Closing Date”). Delivery of the Securities
\nshall be made to the Representatives for the respective accounts of the several
\nUnderwriters against payment by the several Underwriters through the
\nRepresentatives of the purchase price thereof to or upon the order of the
\nCompany by wire transfer payable in same-day funds to an account specified by
\nthe Company. Delivery of the Securities shall be made through the facilities of
\nThe Depository Trust Company unless the Representatives shall otherwise
\ninstruct.<\/p>\n 4. Offering by Underwriters.<\/u> It is understood that the several
\nUnderwriters propose to offer the Securities for sale to the public as set forth
\nin the Final Prospectus.<\/p>\n 5. Agreements.<\/u> The Company agrees with the several Underwriters that:\n<\/p>\n (a) Prior to the termination of the offering of the Securities, the Company
\nwill not file any amendment of the Registration Statement or supplement
\n(including the Final Prospectus or any Preliminary Final Prospectus) to the
\nBasic Prospectus unless the Company has furnished you a copy for your review
\nprior to filing and will not file any such proposed amendment or supplement to
\nwhich you reasonably object in writing. The Company will cause the Final
\nProspectus, properly completed, and any supplement thereto to be filed in a form
\napproved by the Representatives (which approval shall not be unreasonably
\nwithheld) with the Commission pursuant to the applicable paragraph of Rule
\n424(b) (without reliance on Rule 424(b)(8)) within the time period therein
\nprescribed and will provide evidence satisfactory to the Representatives of such
\ntimely filing. The Company will promptly advise the Representatives (1) when the
\nFinal Prospectus, and any supplement thereto, shall have been filed (if
\nrequired) with the Commission pursuant to Rule 424(b), (2) when, prior to
\ntermination of the offering of the Securities, any amendment to the Registration
\nStatement shall have been filed or become effective, (3) of any request by the
\nCommission or its staff for any amendment of the Registration Statement, or for
\nany supplement to the Final Prospectus or for any additional information, (4) of
\nthe issuance by the Commission of any stop order suspending the effectiveness of
\nthe Registration Statement or of any notice pursuant to Rule 401(g)(2) of the
\nAct that would prevent its use or the institution or threatening of any
\nproceeding for that purpose and (5) of the receipt by the Company of any
\nnotification with respect to the suspension of the qualification of the
\nSecurities for sale in any jurisdiction or the institution or threatening of any
\nproceeding for such purpose. The Company will use its reasonable best efforts to
\nprevent the issuance of any such stop order or the occurrence of any such
\nsuspension or prevention and, upon such issuance, occurrence or prevention, to
\nobtain as soon as possible the withdrawal of such stop order or relief from such
\noccurrence or prevention, including, if necessary, by filing an amendment to the
\nRegistration Statement or a new registration statement and using its reasonable
\nbest efforts to have such amendment or new registration statement declared
\neffective as soon as practicable. The Company will, as soon as practicable after
\nthe execution of this Agreement, file the Issuer Free Writing Prospectus in
\nsubstantially the form of Schedule III hereto with the Commission as an “issuer
\nfree writing prospectus” pursuant to Rule 433.<\/p>\n 8<\/p>\n<\/p>\n<\/p>\n <\/p>\n (b) If there occurs an event or development as a result of which the
\nDisclosure Package would include an untrue statement of a material fact or would
\nomit to state a material fact necessary in order to make the statements therein,
\nin the light of the circumstances then prevailing, not misleading, the Company
\nwill notify promptly the Representatives so that any use of the Disclosure
\nPackage may cease until it is amended or supplemented.<\/p>\n (c) If, at any time when a prospectus relating to the Securities is required
\nto be delivered under the Act (including in circumstances where such requirement
\nmay be satisfied pursuant to Rule 172), any event occurs as a result of which
\nthe Final Prospectus as then supplemented would include any untrue statement of
\na material fact or omit to state any material fact necessary to make the
\nstatements therein in the light of the circumstances under which they were made
\nnot misleading, or if it shall be necessary to amend the Registration Statement,
\nfile a new registration statement or supplement the Final Prospectus to comply
\nwith the Act or the Exchange Act or the respective rules thereunder, including
\nin connection with use or delivery of the Final Prospectus, the Company promptly
\nwill (1) notify the Representatives of such event, (2) prepare and file with the
\nCommission, subject to the first sentence of paragraph (a) of this Section 5, an
\namendment or supplement or new registration statement which will correct such
\nstatement or omission or effect such compliance, (3) use its reasonable best
\nefforts to have any amendment to the Registration Statement or new registration
\nstatement declared effective as soon as practicable in order to avoid any
\ndisruption in use of the Final Prospectus and (4) supply any supplemented Final
\nProspectus to you in such quantities as you may reasonably request.<\/p>\n (d) As soon as practicable, the Company will make generally available to its
\nsecurity holders and to the Representatives an earnings statement or statements
\nof the Company and its subsidiaries which will satisfy the provisions of Section
\n11(a) of the Act and Rule 158.<\/p>\n (e) The Company will furnish to the Representatives and counsel for the
\nUnderwriters, without charge, conformed copies of the Registration Statement
\n(including exhibits thereto) and to each other Underwriter a copy of the
\nRegistration Statement (without exhibits thereto) and, so long as delivery of a
\nprospectus by an Underwriter or dealer may be required by the Act (including in
\ncircumstances where such requirement may be satisfied pursuant to Rule 172), as
\nmany copies of each Preliminary Final Prospectus, the Final Prospectus and each
\nIssuer Free Writing Prospectus and any supplement thereto as the Representatives
\nmay reasonably request.<\/p>\n (f) The Company will use its reasonable best efforts to arrange, if
\nnecessary, for the qualification of the Securities for sale under the laws of
\nsuch jurisdictions as the Representatives may designate and will maintain such
\nqualifications in effect so long as required for the distribution of the
\nSecurities; provided<\/u> that in no event shall the Company be obligated to
\nqualify to do business in any jurisdiction where it is not now so qualified or
\nto take any action that would subject it to service of process in suits, other
\nthan those arising out of the offering or sale of the Securities, in any
\njurisdiction where it is not now so subject or take any action which would
\nsubject the Company to taxation in any jurisdiction where it is not already
\nsubject to taxation.<\/p>\n (g) The Company agrees that, unless it obtains the prior written consent of
\nthe Representatives, and each Underwriter, severally and not jointly, agrees
\nwith the Company that, unless it obtains the prior written consent of the
\nCompany, it has not made and will not make any offer relating to the Securities
\nthat would constitute an Issuer Free Writing Prospectus or that would otherwise
\nconstitute a “free writing prospectus” (as defined in Rule 405) required to be
\nfiled by the Company with the Commission or retained by the Company under Rule
\n433; provided<\/u> that the prior written consent of the parties hereto shall
\nbe deemed to have been given in respect of any Free Writing Prospectuses
\nincluding information consistent with Schedule III hereto. Any such free writing
\nprospectus consented to by the Representatives or the Company is hereinafter
\nreferred to as a “Permitted Free Writing Prospectus.” The Company agrees that
\n(x) it has treated and will treat, as the case may be, each Permitted Free
\nWriting Prospectus as an Issuer Free Writing Prospectus and (y) it has complied
\nand will comply, as the case may be, with the requirements of Rules 164 and 433
\napplicable to any Permitted Free Writing Prospectus, including in respect of
\ntimely filing with the Commission, legending and record keeping.<\/p>\n 9<\/p>\n<\/p>\n<\/p>\n <\/p>\n (h) During the period commencing at the Execution Time and ending on the
\nClosing Date set forth in Schedule I hereto, the Company will not, without the
\nprior written consent of the Representatives, offer, sell or contract to sell,
\nor otherwise dispose of, directly or indirectly, or announce the offering of,
\nany debt securities issued or guaranteed by the Company (other than the
\nSecurities).<\/p>\n (i) Except as disclosed in the Disclosure Package and the Final Prospectus,
\nthe Company will not take, directly or indirectly, any action designed to or
\nthat would constitute or that might reasonably be expected to cause or result
\nin, under the Exchange Act or otherwise, stabilization or manipulation of the
\nprice of any security of the Company to facilitate the sale or resale of the
\nSecurities.<\/p>\n (j) The Company agrees to pay the costs and expenses relating to the
\nfollowing matters: (i) the preparation, printing or reproduction and filing with
\nthe Commission of the Registration Statement (including financial statements and
\nexhibits thereto), the Basic Prospectus, each Preliminary Final Prospectus, the
\nFinal Prospectus and each Issuer Free Writing Prospectus, and each amendment or
\nsupplement to any of them; (ii) the printing (or reproduction) and delivery
\n(including postage, air freight charges and charges for counting and packaging)
\nof such copies of the Registration Statement, the Basic Prospectus, each
\nPreliminary Final Prospectus, the Final Prospectus and each Issuer Free Writing
\nProspectus, and all amendments or supplements to any of them, as may, in each
\ncase, be reasonably requested for use in connection with the offering and sale
\nof the Securities; (iii) the preparation, printing, authentication, issuance and
\ndelivery of certificates for the Securities, including any stamp or transfer
\ntaxes in connection with the original issuance and sale of the Securities; (iv)
\nthe printing (or reproduction) and delivery of this Agreement, any blue sky
\nmemorandum and all other agreements or documents printed (or reproduced) and
\ndelivered in connection with the offering of the Securities; (v) any
\nregistration or qualification of the Securities for offer and sale under the
\nsecurities or blue sky laws of the several states (including filing fees and the
\nreasonable fees and expenses of counsel, up to $5,000, for the Underwriters
\nrelating to such registration and qualification); (vi) any filings required to
\nbe made with FINRA (including filing fees and the reasonable fees and expenses
\nof counsel to the Underwriters related to such filings); (vii) the fees and
\nexpenses of the Company153s accountants and the Trustee and the fees and expenses
\nof counsel (including local and special counsel) for the Company; and (viii) all
\nother costs and expenses incident to the performance by the Company of its
\nobligations under the Indenture and hereunder.<\/p>\n 6. Conditions to the Obligations of the Underwriters.<\/u> The obligations
\nof the Underwriters to purchase the Securities shall be subject to the accuracy
\nof the representations and warranties on the part of the Company contained
\nherein as of the Execution Time and the Closing Date, to the accuracy of the
\nstatements of the Company made in any certificates pursuant to the provisions
\nhereof, to the performance by the Company of its obligations hereunder and to
\nthe following additional conditions:<\/p>\n (a) The Final Prospectus, and any supplement thereto, have been filed in the
\nmanner and within the time period required by Rule 424(b) (without reliance on
\nRule 424(b)(8)); any other material required to be filed by the Company pursuant
\nto Rule 433(d) under the Act, shall have been filed with the Commission within
\nthe applicable time periods prescribed for such filings by Rule 433; and no stop
\norder suspending the effectiveness of the Registration Statement or any notice
\npursuant to Rule 401(g)(2) of the Act that would prevent its use shall have been
\nissued and no proceedings for that purpose shall have been instituted or, to the
\nCompany153s knowledge, threatened.<\/p>\n (b) The Company shall have requested and caused Mayer Brown LLP, counsel for
\nthe Company, to have furnished to the Representatives, their opinion and
\nnegative assurance letter, dated the Closing Date and addressed to the
\nRepresentatives in the forms of Exhibits A-1 and A-2, respectively.<\/p>\n In rendering such opinion, such counsel may rely (A) as to matters involving
\nthe application of laws of any jurisdiction other than the State of New York,
\nthe General Corporation Law of Delaware or the Federal laws of the United
\nStates, to the extent they deem proper and specified in such opinion, upon the
\nopinion of other counsel of good standing whom they believe to be reliable and
\nwho are satisfactory to counsel for the Underwriters; and (B) as to matters of
\nfact, to the extent they deem proper, on certificates of responsible officers of
\nthe Company and public officials. Such opinion may contain customary
\nassumptions, exceptions, limitations, qualifications and comments.<\/p>\n 10<\/p>\n<\/p>\n<\/p>\n <\/p>\n (c) The Company shall have requested and caused Jonathan D. Kantor, Executive
\nVice President, General Counsel and Secretary for CNA Financial Corporation, to
\nhave furnished his opinion, dated the Closing Date and addressed to the
\nRepresentatives in the form of Exhibit B.<\/p>\n In rendering such opinion, such counsel may rely (A) as to matters involving
\nthe application of laws of any jurisdiction other than the States of New York
\nand Illinois, the General Corporation Law of Delaware or the Federal laws of the
\nUnited States, to the extent he deems proper and specified in such opinion, upon
\nthe opinion of other counsel of good standing whom he believes to be reliable
\nand who are satisfactory to counsel for the Underwriters; and (B) as to matters
\nof fact, to the extent he deems proper, on certificates of responsible officers
\nof the Company and public officials. Such opinion may contain customary
\nassumptions, exceptions, limitations, qualifications and comments.<\/p>\n (d) The Representatives shall have received from Cravath, Swaine & Moore
\nLLP, counsel for the Underwriters, such opinion or opinions, dated the Closing
\nDate and addressed to the Representatives, with respect to the issuance and sale
\nof the Securities, the Registration Statement, the Disclosure Package, the Final
\nProspectus (together with any supplement thereto) and other related matters as
\nthe Representatives may reasonably require, and the Company shall have furnished
\nto such counsel such documents as they reasonably request for the purpose of
\nenabling them to pass upon such matters.<\/p>\n (e) The Company shall have furnished to the Representatives a certificate of
\nthe Company, signed by the Chairman of the Board or the Chief Executive Officer
\nand the principal financial or accounting officer of the Company, dated the
\nClosing Date, to the effect that the signers of such certificate have carefully
\nexamined the Registration Statement, the Final Prospectus, the Disclosure
\nPackage and any supplements or amendments thereto and this Agreement and that:\n<\/p>\n (i) the representations and warranties of the Company in this Agreement are
\ntrue and correct in all material respects on and as of the Closing Date with the
\nsame effect as if made on the Closing Date; provided<\/u>, however<\/u>,
\nthat if any such representation or warranty is already qualified by materiality,
\nsuch representation or warranty as so qualified is true and correct in all
\nrespects on and as of the Closing Date, and the Company has complied with all
\nthe agreements and satisfied all the conditions on its part to be performed or
\nsatisfied at or prior to the Closing Date;<\/p>\n (ii) no stop order suspending the effectiveness of the Registration Statement
\nhas been issued and no proceedings for that purpose have been instituted or, to
\nthe Company153s knowledge, threatened; and<\/p>\n (iii) since the date of the most recent financial statements included or
\nincorporated by reference in the Final Prospectus (exclusive of any supplement
\nthereto), there has been no Material Adverse Effect, except as set forth in or
\ncontemplated in the Disclosure Package and the Final Prospectus (exclusive of
\nany supplement thereto).<\/p>\n (f) The Company shall have requested and caused Deloitte & Touche LLP to
\nhave furnished to the Representatives, at the Execution Time and at the Closing
\nDate, letters, dated respectively as of the Execution Time and as of the Closing
\nDate, in form and substance satisfactory to the Representatives, confirming that
\nthey are independent registered public accountants with respect to the Company
\nwithin the meaning of the Act and the Exchange Act and the respective applicable
\nrules and regulations adopted by the Commission thereunder, and stating in
\neffect that:<\/p>\n (i) in their opinion the audited financial statements and financial statement
\nschedules included or incorporated by reference in the Registration Statement,
\nthe Disclosure Package and the Final Prospectus and reported on by them comply
\nas to form in all material respects with the applicable accounting requirements
\nof the Act and the Exchange Act and the related rules and regulations adopted by
\nthe Commission;<\/p>\n 11<\/p>\n<\/p>\n<\/p>\n <\/p>\n (ii) on the basis of a reading of the latest unaudited financial statements
\nmade available by the Company and its subsidiaries; their limited review, in
\naccordance with standards established under Statement on Auditing Standards No.
\n100, of the unaudited interim financial information for the nine-month period
\nended September 30, 2010 and as at September 30, 2010 carrying out certain
\nspecified procedures (but not an examination in accordance with generally
\naccepted auditing standards) which would not necessarily reveal matters of
\nsignificance with respect to the comments set forth in such letter; a reading of
\nthe minutes of the meetings of the shareholders, directors and executive and
\naudit committees of the Company and its significant subsidiaries; and inquiries
\nof certain officials of the Company who have responsibility for financial and
\naccounting matters of the Company and its subsidiaries as to transactions and
\nevents subsequent to December 31, 2009, nothing came to their attention which
\ncaused them to believe that:<\/p>\n (1) any unaudited financial statements included or incorporated by reference
\nin the Registration Statement and the Final Prospectus do not comply as to form
\nin all material respects with applicable accounting requirements of the Act and
\nwith the related rules and regulations adopted by the Commission with respect to
\nfinancial statements included or incorporated by reference in quarterly reports
\non Form 10-Q under the Exchange Act; and said unaudited financial statements are
\nnot in conformity with generally accepted accounting principles applied on a
\nbasis substantially consistent with that of the audited financial statements
\nincluded or incorporated by reference in the Registration Statement and the
\nFinal Prospectus;<\/p>\n (2) with respect to the period subsequent to September 30, 2010 there were
\nany changes, at a specified date not more than five days prior to the date of
\nthe letter, in the long-term debt of the Company and its subsidiaries or capital
\nstock of the Company or decreases in the stockholders153 equity of the Company as
\ncompared with the corresponding amounts shown on the September 30, 2010 balance
\nsheet included or incorporated by reference in the Registration Statement and
\nthe Final Prospectus, or for the period from October 1, 2010 to such specified
\ndate there were any decreases, as compared with the corresponding period in the
\npreceding year in net income of the Company and its subsidiaries or in operating
\nincome of the Company and its subsidiaries, in each case, on either a total or
\nper share basis, except in all instances for changes or decreases set forth in
\nsuch letter, in which case the letter shall be accompanied by an explanation by
\nthe Company as to the significance thereof unless said explanation is not deemed
\nnecessary by the Representatives (except that, for any periods subsequent to
\nSeptember 30, 2010 for which there are currently no consolidated financial
\nstatements of the Company, the statement shall instead be that nothing has come
\nto their attention which caused them to believe that there have been any
\nincreases in the long-term debt of the Company and its subsidiaries or capital
\nstock of the Company since the Company153s last consolidated financial statement);\n<\/p>\n (3) the information included or incorporated by reference in the Registration
\nStatement and Final Prospectus in response to Regulation S-K, Item 301 (Selected
\nFinancial Data), Item 302 (Supplementary Financial Information) and Item 402
\n(Executive Compensation) is not in conformity with the applicable disclosure
\nrequirements of Regulation S-K;<\/p>\n (iii) they have performed certain other specified procedures as a result of
\nwhich they determined that certain information of an accounting, financial or
\nstatistical nature (which is limited to accounting, financial or statistical
\ninformation derived from the general accounting records of the Company and its
\nsubsidiaries) set forth or incorporated by reference in the Registration
\nStatement and the Final Prospectus and in Exhibit 12 to the Registration
\nStatement agrees with the accounting records of the Company and its
\nsubsidiaries, excluding any questions of legal interpretation.<\/p>\n 12<\/p>\n<\/p>\n<\/p>\n <\/p>\n References to the Final Prospectus in this paragraph (f) include any
\nsupplement thereto at the date of the letter.<\/p>\n (g) Subsequent to the Execution Time or, if earlier, the dates as of which
\ninformation is given in the Registration Statement (exclusive of any amendment
\nthereof) and the Final Prospectus (exclusive of any supplement thereto), there
\nshall not have been (i) any change or decrease specified in the certificate,
\nletter or letters referred to in paragraph (j) or (f) of this Section 6 or (ii)
\nany change, or any development involving a prospective change, in or affecting
\nthe financial condition, earnings, business or properties of the Company and its
\nsubsidiaries, taken as a whole, whether or not arising from transactions in the
\nordinary course of business, except as set forth in or contemplated in the
\nDisclosure Package the effect of which, in any case referred to in clause (i) or
\n(ii) above, is, in the sole judgment of the Representatives, so material and
\nadverse as to make it impractical or inadvisable to proceed with the offering or
\ndelivery of the Securities as contemplated by the Registration Statement
\n(exclusive of any amendment thereof) and the Disclosure Package.<\/p>\n (h) Prior to the Closing Date, the Company shall have furnished to the
\nRepresentatives such further information, certificates and documents as the
\nRepresentatives may reasonably request.<\/p>\n (i) Subsequent to the Execution Time, there shall not have been any decrease
\nin the rating of any of the Company153s debt securities by any “nationally
\nrecognized statistical rating organization” (as defined for purposes of the Act)
\nor any notice given of any intended or potential decrease in any such rating or
\nof a possible change in any such rating that does not indicate the direction of
\nthe possible change.<\/p>\n (j) On or prior to the Closing Date, the Company shall have delivered to the
\nRepresentatives a certificate of the Chief Financial Officer of the Company with
\nrespect to specified financial information in the Disclosure Package and the
\nFinal Prospectus.<\/p>\n If any of the conditions specified in this Section 6 shall not have been
\nfulfilled in all material respects when and as provided in this Agreement, or if
\nany of the opinions and certificates mentioned above or elsewhere in this
\nAgreement shall not be in all material respects reasonably satisfactory in form
\nand substance to the Representatives and counsel for the Underwriters, this
\nAgreement and all obligations of the Underwriters hereunder may be canceled at,
\nor at any time prior to, the Closing Date by the Representatives. Notice of such
\ncancellation shall be given to the Company in writing or by telephone or
\nfacsimile confirmed in writing.<\/p>\n The documents required to be delivered by this Section 6 shall be delivered
\nat the offices of Mayer Brown LLP, counsel for the Company, at 71 S. Wacker
\nDrive, Chicago, IL 60606, on the Closing Date.<\/p>\n 7. Reimbursement of Underwriters153 Expenses.<\/u> If the sale of the
\nSecurities provided for herein is not consummated because any condition to the
\nobligations of the Underwriters set forth in Section 6 hereof is not satisfied,
\nbecause of any termination pursuant to Section 10(i) hereof or because of any
\nrefusal, inability or failure on the part of the Company to perform any
\nagreement herein or comply with any provision hereof other than by reason of a
\ndefault by any of the Underwriters, the Company will reimburse the Underwriters
\nseverally through the Representatives on demand for all reasonable out-of-pocket
\nexpenses (including reasonable fees and disbursements of counsel) that shall
\nhave been incurred by them solely and directly in connection with the proposed
\npurchase and sale of the Securities.<\/p>\n 8. Indemnification and Contribution.<\/u> (a) The Company agrees to
\nindemnify and hold harmless each Underwriter, the directors, officers, employees
\nand agents of each Underwriter and each person who controls any Underwriter
\nwithin the meaning of either the Act or the Exchange Act against any and all
\nlosses, claims, damages or liabilities, joint or several, to which they or any
\nof them may become subject under the Act, the Exchange Act or other Federal or
\nstate statutory law or regulation, at common law or otherwise, insofar as such
\nlosses, claims, damages or liabilities (or actions in respect thereof) arise out
\nof or are based upon any untrue statement or alleged untrue statement of a
\nmaterial fact contained in the registration statement for the registration of
\nthe Securities as originally filed or in any amendment thereof, or in the Basic
\nProspectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer
\nFree Writing<\/p>\n 13<\/p>\n<\/p>\n<\/p>\n <\/p>\n Prospectus, the Disclosure Package or in any amendment thereof or supplement
\nthereto, or arise out of or are based upon the omission or alleged omission to
\nstate therein a material fact required to be stated therein or necessary to make
\nthe statements therein not misleading, and agrees to reimburse each such
\nindemnified party, as incurred, for any legal or other expenses reasonably
\nincurred by them in connection with investigating or defending any such loss,
\nclaim, damage, liability or action; provided<\/u>, however<\/u>, that the
\nCompany will not be liable in any such case to the extent that any such loss,
\nclaim, damage, liability or action arises out of or is based upon any such
\nuntrue statement or alleged untrue statement or omission or alleged omission
\nmade therein in reliance upon and in conformity with written information
\nfurnished to the Company by or on behalf of any Underwriter through the
\nRepresentatives specifically for inclusion therein. This indemnity agreement
\nwill be in addition to any liability which the Company may otherwise have.<\/p>\n (b) Each Underwriter severally and not jointly agrees to indemnify and hold
\nharmless the Company, each of its directors, each of its officers who signs the
\nRegistration Statement, and each person who controls the Company within the
\nmeaning of either the Act or the Exchange Act, to the same extent as the
\nforegoing indemnity from the Company to each Underwriter, but only with
\nreference to written information relating to such Underwriter furnished to the
\nCompany by or on behalf of such Underwriter through the Representatives
\nspecifically for inclusion in the documents referred to in the foregoing
\nindemnity. This indemnity agreement will be in addition to any liability which
\nany Underwriter may otherwise have. The Company acknowledges that the statements
\nset forth on Schedule I hereto under the caption “Information provided for
\npurposes of Section 8(b)” constitute the only information furnished in writing
\nby or on behalf of the several Underwriters for inclusion in any Preliminary
\nFinal Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or
\nthe Disclosure Package.<\/p>\n (c) Promptly after receipt by an indemnified party under this Section 8 of
\nnotice of the commencement of any action, such indemnified party will, if a
\nclaim in respect thereof is to be made against the indemnifying party under this
\nSection 8, notify the indemnifying party in writing of the commencement thereof;
\nbut the failure so to notify the indemnifying party (i) will not relieve it from
\nliability under paragraph (a) or (b) above unless and to the extent it did not
\notherwise learn of such action and such failure results in the forfeiture by the
\nindemnifying party of substantial rights and defenses and (ii) will not, in any
\nevent, relieve the indemnifying party from any obligations to any indemnified
\nparty other than the indemnification obligation provided in paragraph (a) or (b)
\nabove. The indemnifying party shall be entitled to appoint counsel of the
\nindemnifying party153s choice at the indemnifying party153s expense to represent the
\nindemnified party in any action for which indemnification is sought (in which
\ncase the indemnifying party shall not thereafter be responsible for the fees and
\nexpenses of any separate counsel retained by the indemnified party or parties
\nexcept as set forth below); provided<\/u>, however<\/u>, that such counsel
\nshall be reasonably satisfactory to the indemnified party. Notwithstanding the
\nindemnifying party153s election to appoint counsel to represent the indemnified
\nparty in an action, the indemnified party shall have the right to employ
\nseparate counsel (including local counsel), and the indemnifying party shall
\nbear the reasonable fees, costs and expenses of such separate counsel (it being
\nunderstood, however, that the indemnifying party shall not be liable for the
\nfees, costs and expenses of more than one separate counsel (in addition to one
\nseparate local counsel)) if (i) the use of counsel chosen by the indemnifying
\nparty to represent the indemnified party would present such counsel with a
\nconflict of interest, (ii) the actual or potential defendants in, or targets of,
\nany such action include both the indemnified party and the indemnifying party
\nand the indemnified party shall have reasonably concluded that there may be
\nlegal defenses available to it and\/or other indemnified parties which are
\ndifferent from or additional to those available to the indemnifying party, (iii)
\nthe indemnifying party shall not have employed counsel reasonably satisfactory
\nto the indemnified party to represent the indemnified party within a reasonable
\ntime after notice of the institution of such action or (iv) the indemnifying
\nparty shall authorize the indemnified party to employ separate counsel at the
\nexpense of the indemnifying party. An indemnifying party will not, without the
\nprior written consent of the indemnified parties, settle or compromise or
\nconsent to the entry of any judgment with respect to any pending or threatened
\nclaim, action, suit or proceeding in respect of which indemnification or
\ncontribution may be sought hereunder (whether or not the indemnified parties are
\nactual or potential parties to such claim or action) unless such settlement,
\ncompromise or consent includes (i) an unconditional release of each indemnified
\nparty from all liability arising out of such claim, action, suit or proceeding
\nand (ii) does not include any statement as to or an admission of fault,
\nculpability or a failure to act, by or on behalf of any indemnified party.<\/p>\n 14<\/p>\n<\/p>\n<\/p>\n <\/p>\n (d) In the event that the indemnity provided in paragraph (a) or (b) of this
\nSection 8 is unavailable to or insufficient to hold harmless an indemnified
\nparty for any reason, the Company and the Underwriters severally agree to
\ncontribute to the aggregate amount of losses, claims, damages and liabilities
\n(including legal or other expenses reasonably incurred in connection with
\ninvestigating or defending same) (collectively “Losses”) to which the Company
\nand one or more of the Underwriters may be subject in such proportion as is
\nappropriate to reflect the relative benefits received by the Company on the one
\nhand and by the Underwriters on the other from the offering of the Securities;
\nprovided<\/u>, however<\/u>, that in no case shall any Underwriter (except
\nas may be provided in any agreement among underwriters relating to the offering
\nof the Securities) be responsible for any amount in excess of the underwriting
\ndiscount or commission applicable to the Securities purchased by such
\nUnderwriter hereunder. If the allocation provided by the immediately preceding
\nsentence is unavailable for any reason, the Company and the Underwriters
\nseverally shall contribute in such proportion as is appropriate to reflect not
\nonly such relative benefits but also the relative fault of the Company on the
\none hand and of the Underwriters on the other in connection with the statements
\nor omissions which resulted in such Losses as well as any other relevant
\nequitable considerations. Benefits received by the Company shall be deemed to be
\nequal to the total net proceeds from the offering (before deducting expenses)
\nreceived by the Company, and benefits received by the Underwriters shall be
\ndeemed to be equal to the total underwriting discounts and commissions, in each
\ncase as set forth on the cover page of the Final Prospectus. Relative fault
\nshall be determined by reference to, among other things, whether any untrue or
\nany alleged untrue statement of a material fact or the omission or alleged
\nomission to state a material fact relates to information provided by the Company
\non the one hand or the Underwriters on the other, the intent of the parties and
\ntheir relative knowledge, access to information and opportunity to correct or
\nprevent such untrue statement or omission. The Company and the Underwriters
\nagree that it would not be just and equitable if contribution were determined by
\npro rata allocation or any other method of allocation which does not take
\naccount of the equitable considerations referred to above. Notwithstanding the
\nprovisions of this paragraph (d), no person guilty of fraudulent
\nmisrepresentation (within the meaning of Section 11(f) of the Act) shall be
\nentitled to contribution from any person who was not guilty of such fraudulent
\nmisrepresentation. For purposes of this Section 8, each person who controls an
\nUnderwriter within the meaning of either the Act or the Exchange Act and each
\ndirector, officer, employee and agent of an Underwriter shall have the same
\nrights to contribution as such Underwriter, and each person who controls the
\nCompany within the meaning of either the Act or the Exchange Act, each officer
\nof the Company who shall have signed the Registration Statement and each
\ndirector of the Company shall have the same rights to contribution as the
\nCompany, subject in each case to the applicable terms and conditions of this
\nparagraph (d).<\/p>\n 9. Default by an Underwriter.<\/u> If any one or more Underwriters shall
\nfail to purchase and pay for any of the Securities agreed to be purchased by
\nsuch Underwriter or Underwriters hereunder and such failure to purchase shall
\nconstitute a default in the performance of its or their obligations under this
\nAgreement, the remaining Underwriters shall be obligated severally to take up
\nand pay for (in the respective proportions which the principal amount of
\nSecurities set forth opposite their names in Schedule II hereto bears to the
\naggregate principal amount of Securities set forth opposite the names of all the
\nremaining Underwriters) the Securities which the defaulting Underwriter or
\nUnderwriters agreed but failed to purchase; provided<\/u>, however<\/u>,
\nthat in the event that the aggregate principal amount of Securities which the
\ndefaulting Underwriter or Underwriters agreed but failed to purchase shall
\nexceed 10% of the aggregate amount of Securities set forth in Schedule II
\nhereto, the remaining Underwriters shall have the right to purchase all, but
\nshall not be under any obligation to purchase any, of the Securities, and if
\nsuch nondefaulting Underwriters do not purchase all the Securities, this
\nAgreement will terminate without liability to any nondefaulting Underwriter or
\nthe Company. In the event of a default by any Underwriter as set forth in this
\nSection 9, the Closing Date shall be postponed for such period, not exceeding
\nfive Business Days, as the Representatives shall determine in order that the
\nrequired changes in the Registration Statement and the Final Prospectus or in
\nany other documents or arrangements may be effected. Nothing contained in this
\nAgreement shall relieve any defaulting Underwriter of its liability, if any, to
\nthe Company and any nondefaulting Underwriter for damages occasioned by its
\ndefault hereunder.<\/p>\n 10. Termination.<\/u> This Agreement shall be subject to termination in the
\nabsolute discretion of the Representatives, by notice given to the Company prior
\nto delivery of and payment for the Securities, if at any time after the
\nexecution of this Agreement and prior to such time (i) trading in any securities
\nof the Company shall have been suspended by the Commission or the New York Stock
\nExchange (other than a suspension covered by clause<\/p>\n 15<\/p>\n<\/p>\n<\/p>\n <\/p>\n (ii)), (ii) trading in securities generally on the New York Stock Exchange or
\nthe Nasdaq Global Market shall have been suspended or limited or minimum prices
\nshall have been established on such Exchange or the Nasdaq Global Market, (iii)
\na banking moratorium shall have been declared either by Federal or New York
\nState authorities or (iv) there shall have occurred any outbreak or escalation
\nof hostilities, declaration by the United States of a national emergency or war,
\nor other calamity or crisis the effect of which on financial markets is such as
\nto make it, in the sole judgment of the Representatives, impractical or
\ninadvisable to proceed with the offering or delivery of the Securities as
\ncontemplated by the Final Prospectus (exclusive of any supplement thereto).<\/p>\n 11. Representations and Indemnities to Survive.<\/u> The respective
\nagreements, representations, warranties, indemnities and other statements of the
\nCompany or its officers and of the Underwriters set forth in or made pursuant to
\nthis Agreement will remain in full force and effect, regardless of any
\ninvestigation made by or on behalf of any Underwriter or the Company or any of
\nthe officers, directors, employees, agents or controlling persons referred to in
\nSection 8 hereof, and will survive delivery of and payment for the Securities.
\nThe provisions of Sections 7 and 8 hereof shall survive the termination or
\ncancellation of this Agreement.<\/p>\n 12. Notices.<\/u> All communications hereunder will be in writing and
\neffective only on receipt, and, if sent to the Representatives, will be mailed,
\ndelivered or telefaxed to the Representatives at the address set forth in
\nSchedule I hereto; or, if sent to the Company, will be mailed, delivered or
\ntelefaxed to the General Counsel, CNA Financial Corporation (fax no.: (312)
\n822-1297) and confirmed to it in writing at CNA Financial Corporation, 333 South
\nWabash Avenue, Chicago, Illinois 60604, Attention: General Counsel.<\/p>\n 13. Successors.<\/u> This Agreement will inure to the benefit of and be
\nbinding upon the parties hereto and their respective successors and the
\nofficers, directors, employees, agents and controlling persons referred to in
\nSection 8 hereof, and no other person will have any right or obligation
\nhereunder.<\/p>\n 14. Applicable Law.<\/u> This Agreement will be governed by and construed
\nin accordance with the laws of the State of New York applicable to contracts
\nmade and to be performed within the State of New York.<\/p>\n 15. Counterparts<\/u>. This Agreement may be signed in one or more
\ncounterparts, each of which shall constitute an original and all of which
\ntogether shall constitute one and the same agreement.<\/p>\n 16. Headings.<\/u> The section headings used herein are for convenience
\nonly and shall not affect the construction hereof.<\/p>\n 17. Arms-length Transaction.<\/u> The Company and the Underwriters
\nacknowledge and agree that (i) the purchase and sale of the Securities pursuant
\nto this Agreement is an arm153s-length commercial transaction between the Company,
\non the one hand, and the Underwriters, on the other, (ii) in connection
\ntherewith and with the process leading to such transaction each Underwriter is
\nacting solely as a principal and not the agent or fiduciary of the Company,
\n(iii) no Underwriter has assumed an advisory or fiduciary responsibility in
\nfavor of the Company with respect to the offering contemplated hereby or the
\nprocess leading thereto (irrespective of whether such Underwriter has advised or
\nis currently advising the Company on other matters) or any other obligation to
\nthe Company except the obligations expressly set forth in this Agreement and
\n(iv) each of the Company and the Underwriters has consulted its own legal and
\nfinancial advisors to the extent it deemed appropriate. The Company agrees that
\nit will not claim that the Underwriters, or any of them, has rendered advisory
\nservices of any nature or respect, or owes a fiduciary or similar duty to them,
\nin connection with such transaction or the process leading thereto.<\/p>\n 18. Integration<\/u>. This Agreement supersedes all prior agreements and
\nunderstandings (whether written or oral) between the Company and the
\nUnderwriters, or any of them, with respect to the subject matter hereof.<\/p>\n 19. Waiver of Jury Trial<\/u>. The Company and each of the Underwriters
\nhereby irrevocably waive, to the fullest extent permitted by applicable law, any
\nand all right to trial by jury in any legal proceeding arising out of or
\nrelating to this Agreement or the transactions contemplated hereby.<\/p>\n 20. Definitions.<\/u> The terms which follow, when used in this Agreement,
\nshall have the meanings indicated.<\/p>\n 16<\/p>\n<\/p>\n<\/p>\n <\/p>\n “Act” shall mean the Securities Act of 1933, as amended, and the rules and
\nregulations of the Commission promulgated thereunder.<\/p>\n “Applicable Time” shall mean 3:00 p.m. (Eastern time) on the date of this
\nAgreement.<\/p>\n “Basic Prospectus” shall mean the prospectus referred to in paragraph 1(a)
\nabove contained in the Registration Statement at the Effective Date, including
\nany documents incorporated by reference therein.<\/p>\n “Business Day” shall mean any day other than a Saturday, a Sunday or a legal
\nholiday or a day on which banking institutions or trust companies are authorized
\nor obligated by law to close in New York City.<\/p>\n “Commission” shall mean the Securities and Exchange Commission.<\/p>\n “Disclosure Package” shall mean (i) the Basic Prospectus, as amended and
\nsupplemented to the Applicable Time, (ii) the other information, if any,
\nidentified in Schedule IV hereto, (iii) Issuer Free Writing Prospectuses, if
\nany, described in Schedule III hereto, and (iv) any other Free Writing
\nProspectus that the parties hereto shall hereafter expressly agree in writing to
\ntreat as part of the Disclosure Package.<\/p>\n “Effective Date” shall mean each date and time that the Registration
\nStatement, any post-effective amendment or amendments thereto became or becomes
\neffective.<\/p>\n “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended,
\nand the rules and regulations of the Commission promulgated thereunder.<\/p>\n “Execution Time” shall mean the date and time that this Agreement is executed
\nand delivered by the parties hereto.<\/p>\n “Final Prospectus” shall mean the prospectus supplement relating to the
\nSecurities that was first filed pursuant to Rule 424(b) after the Execution
\nTime, together with the Basic Prospectus.<\/p>\n “Free Writing Prospectus” shall mean a free writing prospectus, as defined in
\nRule 405.<\/p>\n “Issuer Free Writing Prospectus” shall mean an issuer free writing
\nprospectus, as defined in Rule 433.<\/p>\n “Material Adverse Effect” shall mean a material adverse effect on the
\nfinancial condition, earnings, business or properties of the Company and its
\nsubsidiaries, taken as a whole, whether or not arising from transactions in the
\nordinary course of business.<\/p>\n “Material Subsidiaries” shall mean CNA Surety Corporation, Continental
\nAssurance Company, Continental Casualty Company, The Continental Insurance
\nCompany, The Continental Corporation and CNA National Warranty Corporation.<\/p>\n “Preliminary Final Prospectus” shall mean any preliminary prospectus
\nsupplement to the Basic Prospectus which describes the Securities and the
\noffering thereof and is used prior to filing of the Final Prospectus, including
\nany documents incorporated by reference therein, together with the Basic
\nProspectus.<\/p>\n “Registration Statement” shall mean the registration statement referred to in
\nparagraph 1(a) above, including exhibits, financial statements and any documents
\nincorporated by reference therein and any prospectus supplement relating to the
\nSecurities that is filed with the Commission pursuant to Rule 424(b) and deemed
\npart of such registration statement pursuant to Rule 430B, as amended at the
\nExecution Time and, in the event any post-effective amendment thereto becomes
\neffective prior to the Closing Date, shall also mean such registration statement
\nas so amended.<\/p>\n “Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule
\n424”, “Rule 430B”, and “Rule 433” refer to such rules under the Act.<\/p>\n 17<\/p>\n<\/p>\n<\/p>\n <\/p>\n “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended,
\nand the rules and regulations of the Commission promulgated thereunder.<\/p>\n 18<\/p>\n<\/p>\n<\/p>\n <\/p>\n If the foregoing is in accordance with your understanding of our agreement,
\nplease sign and return to us the enclosed duplicate hereof, whereupon this
\nletter and your acceptance shall represent a binding agreement among the Company
\nand the several Underwriters.<\/p>\n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n CNA Financial Corporation<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ D. Craig Mense<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Name:<\/p>\n<\/td>\n | \n D. Craig Mense<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Executive Vice President and Chief Financial Officer<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n [Signature Page to the Underwriting Agreement<\/em>]<\/p>\n<\/p>\n<\/p>\n<\/p>\n The foregoing Agreement is hereby
\nconfirmed and accepted as of the
\ndate first above written.<\/p>\n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | \n J.P. Morgan Securities LLC<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | \n \/s\/ Robert Bottamedi<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Robert Bottamedi<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Vice President<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | \n Merrill Lynch, Pierce, Fenner & Smith
\nIncorporated<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | \n \/s\/ Teresa A. Radzinski<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Teresa A. Radzinski<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Managing Director<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | \n Wells Fargo Securities, LLC<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | \n \/s\/ Carolyn Hurley<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Carolyn Hurley<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Director<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n For themselves and the other
\nseveral Underwriters named in
\nSchedule II to the foregoing
\nAgreement.<\/p>\n [Signature Page to the Underwriting Agreement<\/em>]<\/p>\n<\/p>\n<\/p>\n<\/p>\n EXHIBIT A-1<\/strong><\/p>\nForm of Opinion of Mayer Brown LLP<\/strong><\/p>\n\n Mayer Brown LLP
\n71 South Wacker Drive
\nChicago, Illinois 60606-4637<\/p>\n Main Tel +1 312 782 0600
\nMain Fax +1 312 701 7711
\nwww.mayerbrown.com<\/p>\n February [<\/strong>], 2011<\/p>\nMerrill Lynch, Pierce, Fenner & Smith Incorporated
\nOne Bryant Park
\nNew York, New York 10036<\/p>\n J.P. Morgan Securities LLC
\n383 Madison Avenue
\nNew York, New York 10179<\/p>\n Wells Fargo Securities, LLC
\n301 South College Street
\nCharlotte, North Carolina 28202<\/p>\n \n\n\n| \n<\/td>\n | \n Re:<\/p>\n<\/td>\n | \n<\/td>\n | \n Public Offering of CNA Financial Corporation [<\/strong>]% Notes due
\n[<\/strong>]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\nLadies and Gentlemen:<\/p>\n This opinion is furnished to the several underwriters named in Schedule II to
\nthe Underwriting Agreement (as defined below) (the “Underwriters”), at the
\nrequest of the CNA Financial Corporation, a Delaware corporation (the
\n“Company”), in connection with the Underwriting Agreement, dated February
\n[<\/strong>], 2011 (the “Underwriting Agreement”), between the
\nUnderwriters and the Company, pursuant to which the Underwriters have agreed to
\npurchase from the Company for public offering $[<\/strong>] aggregate
\nprincipal amount of [<\/strong>]% Notes due [<\/strong>] (the
\n“Securities”). Capitalized terms used herein which are not defined in this
\nopinion shall have the meanings ascribed to them in the Underwriting Agreement.\n<\/p>\nWe have acted as special counsel to the Company in connection with the
\npurchase by the Underwriters for public offering of the Securities. In that
\nconnection we have examined such documents, certificates, corporate records,
\nopinions and other instruments and have made such examinations of law as we have
\ndeemed necessary or appropriate for the purpose of this opinion. In making such
\nexamination, we have assumed the genuineness of all signatures, the authenticity
\nof all documents submitted to us as originals, and the conformity to authentic,
\noriginal documents of all documents submitted to us as certified, conformed or
\nphotostatic copies. As to questions of fact (but not as to matters of law)
\nmaterial to such opinions, we have, when relevant facts were not independently
\nestablished by us, relied upon representations, warranties and covenants
\ncontained in the Underwriting Agreement, statements made in the Final Prospectus
\nand upon statements made in the documents, records, certificates and resolutions
\nreferred to above. We have assumed the due execution and delivery by you,
\npursuant to due authorization, of the Underwriting Agreement. We have also
\nparticipated on behalf of the Company in the preparation of the Final
\nProspectus, except for the Basic Prospectus.<\/p>\n Mayer Brown LLP operates in combination with our associated
\nEnglish limited liability partnership
\nand Hong Kong partnership (and its associated entities in Asia) and is
\nassociated with Tauil & Chequer Advogados, a Brazilian law partnership.<\/p>\n<\/p>\n<\/p>\n <\/p>\n Mayer Brown LLP<\/p>\n February [<\/strong>], 2011
\nPage 2<\/p>\nOn the basis of the foregoing and subject to the qualifications set forth
\nbelow, it is our opinion that:<\/p>\n 1. The Company is validly existing in good standing under the laws of the
\nState of Delaware. The Company has the corporate power and corporate authority
\nto carry on its business and to own, lease and operate its properties, in each
\ncase as described in the Disclosure Package and the Final Prospectus.<\/p>\n 2. The Company has an authorized capitalization as set forth in the
\nDisclosure Package and the Final Prospectus, and the authorized capital stock of
\nthe Company conforms as to legal matters to the description thereof contained in
\nthe Disclosure Package and the Final Prospectus.<\/p>\n 3. The Securities have been duly authorized and, when executed and
\nauthenticated in accordance with the provisions of the Indenture and delivered
\nto and paid for by the Underwriters pursuant to the Underwriting Agreement will
\nconstitute legal, valid and binding obligations of the Company entitled to the
\nbenefits of the Indenture and enforceable against the Company in accordance with
\ntheir respective terms (except that, (A) the enforceability thereof may be
\nsubject to bankruptcy, insolvency, reorganization, moratorium or other similar
\nlaws, now or hereafter in effect, relating to creditors153 rights generally and
\n(B) the remedy of specific performance and injunctive and other forms of
\nequitable relief may be subject to equitable defenses and to the discretion of
\nthe court before which any proceeding therefor may be brought).<\/p>\n 4. The statements relating to legal matters, documents or proceedings
\nincluded in the Basic Prospectus under the caption “Description of the Debt
\nSecurities,” and in the Prospectus Supplement under the caption “Description of
\nNotes,” in each case fairly summarize in all material respects such matters,
\ndocuments or proceedings.<\/p>\n 5. The Securities and the Indenture conform in all material respects to the
\ndescriptions thereof contained in the Prospectus.<\/p>\n 6. The Indenture has been duly authorized, executed and delivered, has been
\nduly qualified under the Trust Indenture Act, and constitutes a legal, valid and
\nbinding agreement of the Company, enforceable against the Company in accordance
\nwith its terms (except that, (A) the enforceability thereof may be subject to
\nbankruptcy, insolvency, reorganization, moratorium or other similar laws, now or
\nhereafter in effect, relating to creditors153 rights generally and (B) the remedy
\nof specific performance and injunctive and other forms of equitable relief may
\nbe subject to equitable defenses and to the discretion of the court before which
\nany proceeding therefor may be brought).<\/p>\n 7. The Underwriting Agreement has been duly authorized, executed and
\ndelivered by the Company.<\/p>\n 8. The Company is not, and after giving effect to the offering and sale of
\nthe Securities and the application of the proceeds thereof as described in the
\nFinal Prospectus, will not be subject to registration and regulation as an
\n“investment company” as such term is defined in the Investment Company Act of
\n1940, as amended.<\/p>\n 9. The Registration Statement became effective under the Securities Act upon
\nfiling with the Commission on April 14, 2010; to our knowledge, no stop order
\nsuspending the effectiveness of the Registration Statement has been issued, no
\nproceedings for that purpose have been instituted or threatened, and the
\nRegistration Statement and the Final Prospectus as of their respective effective
\nor issue dates (other than the financial statements and other financial
\ninformation contained therein, as to which we express no opinion) complied as to
\nform in all material respects with the applicable requirements of the Securities
\nAct and the Exchange Act and the respective rules and regulations thereunder.\n<\/p>\n<\/p>\n<\/p>\n <\/p>\n Mayer Brown LLP<\/p>\n February [<\/strong>], 2011
\nPage 3<\/p>\n10. The Registration Statement and the Final Prospectus (except for the
\nfinancial statements and financial schedules and other financial data or the
\nStatement of Eligibility on Form T-1 included therein, as to which we do not
\nexpress any opinion) appear on their face to be appropriately responsive in all
\nmaterial respects with the requirements of the Securities Act and the applicable
\nrules and regulations of the Commission thereunder.<\/p>\n Our opinion set forth in paragraph 1 above with respect to the valid
\nexistence and good standing of the Company is based solely upon a certificate of
\nthe Secretary of State of the State of Delaware delivered to you in connection
\nwith the closing of the transactions contemplated by the Underwriting Agreement.\n<\/p>\n We are admitted to practice law in the States of Illinois and New York and
\nour opinions expressed herein are limited solely to the federal laws of the
\nUnited States of America and the laws of the States of New York and the Delaware
\nGeneral Corporation Law, and we express no opinion herein concerning the laws of
\nany other jurisdiction.<\/p>\n The opinions and statements expressed herein are as of the date hereof. We
\nassume no obligation to update or supplement this opinion letter to reflect any
\nfacts or circumstances that may hereafter come to our attention or any changes
\nin applicable law that may hereafter occur.<\/p>\n This letter is furnished by us pursuant to Section 6(b) of the Underwriting
\nAgreement and is solely for your benefit and may not be relied upon by any other
\nparty (including any person purchasing Securities through an Underwriter)
\nwithout our express written consent.<\/p>\n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Very truly yours,<\/p>\n Mayer Brown LLP<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n EXHIBIT A-2<\/strong><\/p>\nForm of Negative Assurance Letter of Mayer Brown
\nLLP<\/strong><\/p>\n\n Mayer Brown LLP
\n71 South Wacker Drive
\nChicago, Illinois 60606-4637<\/p>\n Main Tel +1 312 782 0600
\nMain Fax +1 312 701 7711
\nwww.mayerbrown.com<\/p>\n February [<\/strong>], 2011<\/p>\nMerrill Lynch, Pierce, Fenner & Smith Incorporated
\nOne Bryant Park
\nNew York, New York 10036<\/p>\n J.P. Morgan Securities LLC
\n383 Madison Avenue
\nNew York, New York 10179<\/p>\n Wells Fargo Securities, LLC
\n301 South College Street
\nCharlotte, North Carolina 28202<\/p>\n \n\n\n| \n<\/td>\n | \n Re:<\/p>\n<\/td>\n | \n<\/td>\n | \n Public Offering of CNA Financial Corporation [<\/strong>]% Notes due
\n[<\/strong>]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\nLadies and Gentlemen:<\/p>\n This letter is being furnished to the several underwriters named in Schedule
\nII to the Underwriting Agreement (as defined below) (the “Underwriters”), at the
\nrequest of the CNA Financial Corporation, a Delaware corporation (the
\n“Company”), in connection with the Underwriting Agreement, dated February
\n[<\/strong>], 2011 (the “Underwriting Agreement”), between the
\nUnderwriters and the Company, pursuant to which the Underwriters have agreed to
\npurchase from the Company for public offering $[<\/strong>] aggregate
\nprincipal amount of [<\/strong>]% Notes due [<\/strong>] (the
\n“Securities”). Capitalized terms used herein which are not defined in this
\nopinion shall have the meanings ascribed to them in the Underwriting Agreement.\n<\/p>\nWe have acted as special counsel to the Company in connection with the above
\ntransaction. In that connection we have reviewed the Registration Statement, the
\nDisclosure Package and the Final Prospectus and participated in discussions with
\nrepresentatives of the Company, its independent registered public accounting
\nfirm, representatives of the Underwriters and counsel for the Underwriters
\nregarding such documents and information and related matters. We did not
\nparticipate in the preparation of the documents incorporated by reference in the
\nRegistration Statement, the Disclosure Package and the Final Prospectus.<\/p>\n The purpose of our professional engagement was not to establish or to confirm
\nfactual matters set forth in the Registration Statement, the Disclosure Package
\nand the Final Prospectus, and we have not undertaken to verify independently any
\nof such factual matters. Moreover, many of the determinations required to be
\nmade in the preparation of the Registration Statement, the Disclosure Package
\nand the Final Prospectus involve matters of a non-legal nature.<\/p>\n Mayer Brown LLP operates in combination with our associated
\nEnglish limited liability partnership
\nand Hong Kong partnership (and its associated entities in Asia) and is
\nassociated with Tauil & Chequer Advogados, a Brazilian law partnership.<\/p>\n<\/p>\n<\/p>\n <\/p>\n Mayer Brown LLP<\/p>\n February [<\/strong>], 2011
\nPage 2<\/p>\nSubject to the foregoing, we confirm to you that nothing came to our
\nattention that caused us to believe that:<\/p>\n 1. The Registration Statement, as of the Effective Date, contained an untrue
\nstatement of a material fact or omitted to state any material fact required to
\nbe stated therein or necessary to make the statements therein not misleading,\n<\/p>\n 2. The Disclosure Package, as of the Applicable Time, contained any untrue
\nstatement of a material fact or omitted to state any material fact necessary in
\norder to make the statements therein, in the light of the circumstances under
\nwhich they were made, not misleading,<\/p>\n 3. The Final Prospectus, as of its date and as of the date hereof, contained
\nor contains any untrue statement of a material fact or omitted or omits to state
\nany material fact necessary in order to make the statements therein, in the
\nlight of the circumstances under which they were made, not misleading;<\/p>\n provided, however, <\/em>that we do not assume any responsibility for the
\naccuracy, completeness or fairness of the statements contained in the
\nRegistration Statement, the Disclosure Package, or the Final Prospectus, except
\nas otherwise specifically provided in paragraphs 2, 4 and 5 in our opinion of
\ntoday153s date addressed to you, and we do not express any belief with respect to
\nthe financial statements or other financial or accounting data or information,
\nthe Statement of Eligibility on Form T-1 or assessments of or reports on the
\neffectiveness of internal control over financial reporting contained in,
\nincorporated by reference into or omitted from the Registration Statement, the
\nDisclosure Package and the Final Prospectus. In addition, subject to the
\nforegoing and based on the information we have gained in performing the services
\nreferred to above, nothing came to our attention that caused us to believe that
\nany legal or governmental proceedings pending or threatened to which the Company
\nor any of its subsidiaries is a party or to which any of the properties of the
\nCompany or any of its subsidiaries is subject that are required to be described
\nin the Registration Statement, the Disclosure Package or the Final Prospectus
\nand are not so described.<\/p>\nThis letter is furnished by us pursuant to Section 6(b) of the
\nUnderwriting Agreement, is solely for your benefit in your capacity as the
\nseveral underwriters and is not to be used, quoted or otherwise relied upon by
\nany other person (including any person that acquires the Securities from you) or
\nby you for any other purpose, or filed or furnished to any governmental agency
\nor any other person, without our prior written consent.<\/strong><\/p>\n\n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Very truly yours,<\/p>\n Mayer Brown LLP<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n EXHIBIT B<\/strong><\/p>\nForm of Opinion<\/strong><\/p>\n[Letterhead of CNA Financial Corp]<\/strong><\/p>\n\n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n 333 S. Wabash Ave., 43rd Floor, Chicago IL 60604<\/em><\/strong>\n<\/p>\n<\/td>\n| \n<\/td>\n | \n Jonathan D. Kantor<\/em><\/strong>
\nExecutive Vice President, General Counsel and
\nSecretary
\nTelephone 312-822-1384
\nFacsimile 312-817-0511
\nInternet jonathan.kantor@cna.com<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\nFebruary [<\/strong>], 2011<\/p>\nMerrill Lynch, Pierce, Fenner & Smith Incorporated
\nOne Bryant Park
\nNew York, New York 10036<\/p>\n J.P. Morgan Securities LLC
\n383 Madison Avenue
\nNew York, New York 10179<\/p>\n Wells Fargo Securities, LLC
\n301 South College Street
\nCharlotte, North Carolina 28202
\nas Representatives of the several Underwriters<\/p>\n \n\n\n| \n<\/td>\n | \n Re:<\/p>\n<\/td>\n | \n<\/td>\n | \n Public Offering of CNA Financial Corporation [<\/strong>]% Notes due
\n20 [<\/strong>]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\nLadies and Gentlemen:<\/p>\n I am providing this opinion as Executive Vice President, General Counsel and
\nSecretary of CNA Financial Corporation, a Delaware corporation (the “Company”),
\nin connection with the issuance and sale by the Company to the several
\nunderwriters named in Schedule II of the hereinafter defined Underwriting
\nAgreement (the “Underwriters”), of $[ ] aggregate principal amount of its
\n[<\/strong>]% Notes due 20 [<\/strong>](said Notes to be issued
\nand sold by the Company being hereinafter called the “Securities”) pursuant to
\nthe Underwriting Agreement, dated as of February [<\/strong>], 2011,
\nbetween the Company and the Underwriters (the “Underwriting Agreement”).
\nCapitalized terms used but not defined herein are used as defined in the
\nUnderwriting Agreement.<\/p>\nIn that connection, I, or attorneys under my supervision, have reviewed and
\nexamined: (i) the Registration Statement; (ii) the Basic Prospectus; (iii) the
\nDisclosure Package; (iv) the Final Prospectus; (v) the “issuer free writing
\nprospectus” (as defined in Rule 433(h)(1) of the Rules and Regulations), dated
\nFebruary [<\/strong>], 2011, relating to the Securities (the “Free
\nWriting Prospectus”); (vi) the Certificate of Incorporation of the Company, as
\namended through the date hereof; (vii) the By-laws of the Company, as amended
\nthrough the date hereof; (viii) a specimen certificate representing the
\nSecurities; and (ix) the resolutions of the Board of Directors of the Company
\nrelating to the issuance of the Securities. In addition, I have reviewed such
\nother documents and instruments, investigated such matters of law, and as to
\nmatters of fact, to the extent I have deemed proper, relied on certificates of
\nresponsible officers of the Company and certificates or other written statements
\nof officials of jurisdictions having custody of documents with respect to the
\ncorporate existence or good standing of the Company, conferred with such
\nofficers and directors of the Company and the Material Subsidiaries, and
\nascertained or verified to my satisfaction such additional facts with respect to
\nthe Company which I have deemed necessary or appropriate for the purposes of
\nthis opinion. I have with your consent also assumed the legal capacity of all
\nnatural<\/p>\n<\/p>\n<\/p>\n<\/p>\n persons, the genuineness of all signatures, the authenticity of all documents
\nsubmitted to me as originals and the conformity to original documents of all
\ndocuments submitted to me as copies.<\/p>\n I am a member of the Bar of the State of New York and of Illinois and do not
\nexpress any opinion as to any matters governed by any laws other than the laws
\nof New York and Illinois, the General Corporation Law of the State of Delaware
\nand the federal laws of the United States.<\/p>\n Based on the foregoing and subject to the qualifications set forth below, it
\nis my opinion that:<\/p>\n (i) the Company is validly existing as a corporation in good standing under
\nthe laws the State of Delaware, with full corporate power and authority to own
\nor lease, as the case may be, and to operate its properties and conduct its
\nbusiness as described in the Disclosure Package and the Final Prospectus, and is
\nduly qualified to do business as a foreign corporation and is in good standing
\nunder the laws of each jurisdiction which requires such qualification, except
\nwhere the failure to be so qualified could not, individually or in the
\naggregate, reasonably be expected to have a Material Adverse Effect;<\/p>\n (ii) each of the Material Subsidiaries is validly existing as an insurance
\ncompany (other than The Continental Corporation, which is validly existing as a
\nNew York business corporation, CNA Surety Corporation, which is validly existing
\nas a Delaware corporation, and CNA National Warranty Corporation, which is
\nvalidly existing as an Arizona corporation) and is authorized to transact its
\nappropriate business under the insurance code of its domiciliary state, with
\nfull corporate power and authority to own is properties and conduct its business
\nas described in the Disclosure Package and the Final Prospectus, and is duly
\nlicensed to do business as a foreign insurer and is authorized to transact its
\nappropriate business under the laws of each jurisdiction which requires such
\nlicensure wherein it owns or leases material properties or conducts material
\nbusiness where the failure to be so licensed could not, individually or in the
\naggregate, reasonably be expected to have a Material Adverse Effect;<\/p>\n (iii) all the outstanding shares of capital stock of each Material Subsidiary
\nhave been duly and validly authorized and issued and are fully paid and
\nnonassessable, and, except to the extent otherwise set forth in the Disclosure
\nPackage and the Final Prospectus, all outstanding shares of capital stock of the
\nMaterial Subsidiaries are owned by the Company either directly or through wholly
\nowned subsidiaries (except for CNA Surety Corporation, of which the Company owns
\napproximately 61 %) free and clear of any perfected security interest and, to my
\nknowledge, after due inquiry, any other security interest, claim, lien or
\nencumbrance;<\/p>\n (iv) to my knowledge, there is no pending or threatened action, suit or
\nproceeding by or before any court or governmental agency, authority or body or
\nany arbitrator involving the Company or any of its subsidiaries or its or their
\nproperty of a character required to be disclosed in the Registration Statement
\nwhich is not adequately disclosed in the Disclosure Package and the Final
\nProspectus, and there is no franchise, contract or other document of a character
\nrequired to be described in the Registration Statement or Final Prospectus, or
\nto be filed as an exhibit thereto, which is not described or filed as required;\n<\/p>\n (v) neither the issue and sale of the Securities, nor the consummation of any
\nother of the transactions contemplated by the Underwriting Agreement, nor the
\nfulfillment of the terms of the Underwriting Agreement will conflict with,
\nresult in a breach or violation of, or the imposition of any lien, charge or
\nencumbrance upon any property or assets of the Company or its Material
\nSubsidiaries pursuant to, (i) the charter or by-laws of the Company or of its
\nMaterial Subsidiaries, (ii) the terms of any indenture, contract, lease,
\nmortgage, deed of trust, note agreement, loan agreement or other agreement,
\nobligation, condition, covenant or instrument to which the Company or any of its
\nMaterial Subsidiaries is a party or bound or to which its or their property is
\nsubject, or (iii) any statute, law, rule, regulation, judgment, order or decree
\napplicable to the Company or its Material Subsidiaries of any court, regulatory
\nbody, administrative agency, governmental body, arbitrator or other authority
\nhaving jurisdiction over the Company or its Material Subsidiaries or any of its
\nor their properties, except, with respect to clauses (ii) and (iii) above, for
\nsuch conflicts, breaches, violations or impositions that could not, individually
\nor in the aggregate, reasonably be expected to have a Material Adverse Effect;\n<\/p>\n (vi) to my knowledge, no holders of securities of the Company have rights to
\nthe registration of such securities under the Registration Statement;<\/p>\n<\/p>\n<\/p>\n <\/p>\n (vii) no consent, approval, authorization, filing with or order of any court
\nor governmental agency or body is required in connection with the performance by
\nthe Company of its obligations under the Underwriting Agreement, except such as
\nhave been obtained under the Act and such as may be required to be obtained by
\nthe Company under the blue sky laws of any jurisdiction in connection with the
\npurchase from the Company and distribution of the Securities by the Underwriters
\nin the manner contemplated in the Underwriting Agreement and in the Final
\nProspectus and such other approvals as have been obtained; and<\/p>\n (viii) the Annual Report on Form 10-K of the Company for the year ended
\nDecember 31, 2009, which is incorporated by reference in the Registration
\nStatement, the Disclosure Package and the Final Prospectus, as of its respective
\nfiling date, appeared on its face to be appropriately responsive to the
\nrequirements of the Securities Exchange Act of 1934, as amended, and the rules
\nand regulations thereunder, except that I express no opinion with respect to the
\nfinancial statements and related notes and schedules thereto, or as to any other
\nfinancial or accounting data or information, included or incorporated by
\nreference therein, or omitted therefrom.<\/p>\n I am not passing upon and assume no responsibility for the accuracy,
\ncompleteness or fairness of the statements contained in the Registration
\nStatement or any amendments thereto, the Final Prospectus or the Disclosure
\nPackage nor am I making any representation that I have independently verified or
\nchecked the accuracy, completeness or fairness of such statements. Also, I am
\nnot expressing any view as to the financial statements and related schedules or
\nthe other financial data or the Statement of Eligibility on Form T-1 included or
\nincorporated by reference in the Registration Statement, the Final Prospectus or
\nthe Disclosure Package or omitted therefrom. However, as indicated above, I or
\nattorneys under my supervision have examined various documents and records and
\nparticipated in conferences with your representatives, representatives of the
\nCompany, the Company153s counsel and the Company153s auditors, at which time the
\ncontents of the Registration Statement, the Final Prospectus, the Disclosure
\nPackage and related matters were discussed. Subject to the foregoing, I advise
\nyou that no facts have come to my attention as a result of the foregoing which
\nhave caused me to believe that (i) at the Effective Date immediately preceding
\nthe Execution Time, the Registration Statement contained any untrue statement of
\na material fact or omitted to state any material fact required to be stated
\ntherein or necessary to make the statements therein not misleading, (ii) the
\nDisclosure Package, as of the Applicable Time, included any untrue statement of
\na material fact or omitted to state a material fact necessary to make the
\nstatements therein, in the light of the circumstances under which they were
\nmade, not misleading or (iii) the Final Prospectus as of its date and as of the
\nClosing Date includes any untrue statement of a material fact or omits to state
\na material fact necessary to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading.<\/p>\n I do not purport herein to cover the application of state blue sky or
\nsecurities laws to the sale of the Securities.<\/p>\n The opinions and statements expressed herein are as of the date hereof. I
\nassume no obligation to update or supplement this opinion letter to reflect any
\nfacts or circumstances that may hereafter come to my attention or any changes in
\napplicable law that may hereafter occur.<\/p>\n This opinion is rendered only to you and solely for your benefit in
\nconnection with the above transaction. This opinion may not be relied upon by
\nyou for any other purpose, or relied upon by any other person, entity, firm or
\ncorporation (including purchases of Securities through the Underwriters) for any
\npurpose without my prior written consent. The opinions contained herein are
\nlimited to the matters expressly stated herein, and no opinion may be inferred
\nor implied beyond the matters expressly stated herein.<\/p>\n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Yours truly,<\/p>\n Jonathan D. Kantor
\nExecutive Vice President, General Counsel and
\nSecretary<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SCHEDULE I<\/u><\/p>\n Registration Statement No. 333-166058<\/p>\n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Representative(s)<\/p>\n<\/td>\n | \n<\/td>\n | \n Merrill Lynch, Pierce, Fenner & Smith Incorporated
\nJ.P. Morgan Securities LLC
\nWells Fargo Securities, LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Title, Purchase Price and Description of Securities:<\/p>\n 5.75% Notes due 2021<\/p>\n Principal amount: $400,000,000<\/p>\n Purchase Price: 98.976%, plus accrued interest, if any, from February 14,
\n2011<\/p>\n Other provisions:<\/p>\n Closing Date, Time and Location: February 14, 2011 at 10.00 a.m. at the
\noffices of Mayer Brown LLP, 71 S. Wacker Drive, Chicago, IL 60606.<\/p>\n Information provided for purposes of Section 8(b):<\/p>\n (i) the last paragraph on the cover page of the Final Prospectus regarding
\nsales by the Underwriters of the Securities and (ii) in the Final Prospectus
\nunder the heading “Underwriting,” (a) the language in the first paragraph
\nregarding the names of the Underwriters; (b) the fourth paragraph regarding
\nsales by the Underwriters of the Securities; and (c) the sixth and seventh
\nparagraphs related to stabilization and syndicate covering transactions.<\/p>\n Address for notices pursuant to Section 12:<\/p>\n J.P. Morgan Securities LLC
\n383 Madison Avenue
\nNew York, New York 10179
\nAttention: High Grade Syndicate Desk : 3rd floor<\/p>\n Merrill Lynch, Pierce, Fenner & Smith Incorporated
\nOne Bryant Park
\nNY1-100-18-03
\nNew York, NY 10036
\nAttention: High Grade Transaction Management\/Legal<\/p>\n Wells Fargo Securities, LLC
\n301 South College Street, 6th Floor
\nCharlotte, North Carolina 28202
\nAttention: Transaction Management<\/p>\n<\/p>\n<\/p>\n <\/p>\n SCHEDULE II<\/u><\/p>\n\n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Principal Amount of<\/strong><\/p>\n<\/td>\n| \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n 2021 Notes<\/strong><\/p>\n<\/td>\n| \n<\/td>\n<\/tr>\n | \n| \n Underwriters<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n to be Purchased<\/strong><\/p>\n<\/td>\n| \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n J.P. Morgan Securities LLC<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n 120,000,000<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Merrill Lynch, Pierce, Fenner & Smith Incorporated<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n 120,000,000<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Wells Fargo Securities, LLC<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n 120,000,000<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n The Williams Capital Group, L.P.<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n 16,000,000<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n U.S. Bancorp Investments, Inc.<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n 16,000,000<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n PNC Capital Markets LLC<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n 8,000,000<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Total<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n 400,000,000<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n SCHEDULE III<\/p>\n Schedule of Free Writing Prospectuses included in the Disclosure Package<\/p>\n 1. Free writing prospectus, dated February 9, 2011, which contains the
\nfollowing Fixed Rate Term Sheet in substantially the following form relating to
\nthe pricing terms of the Securities:<\/p>\n CNA Financial Corporation
\n$400,000,000
\n5.75% NOTES DUE 2021<\/strong><\/p>\n\n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Issuer:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n CNA Financial Corporation<\/p>\n<\/td>\n<\/tr>\n | \n| \n Format:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n SEC Registered<\/p>\n<\/td>\n<\/tr>\n | \n| \n Securities:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n 5.75% Notes due 2021<\/p>\n<\/td>\n<\/tr>\n | \n| \n Security Type:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n Senior Unsecured Fixed Rate Notes<\/p>\n<\/td>\n<\/tr>\n | \n| \n Trade Date:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n February 9, 2011<\/p>\n<\/td>\n<\/tr>\n | \n| \n Settlement Date:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n February 14, 2011 (T + 3)<\/p>\n<\/td>\n<\/tr>\n | \n| \n Maturity Date:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n August 15, 2021<\/p>\n<\/td>\n<\/tr>\n | \n| \n Interest Payment Dates:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n Semi-annually on the 15th of each February and August, commencing on August
\n15th, 2011<\/p>\n<\/td>\n<\/tr>\n | \n| \n Principal Amount:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n $400,000,000<\/p>\n<\/td>\n<\/tr>\n | \n| \n Treasury Benchmark:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n 2.625% due November 15, 2020<\/p>\n<\/td>\n<\/tr>\n | \n| \n Treasury Benchmark Yield:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n 3.648%<\/p>\n<\/td>\n<\/tr>\n | \n| \n Spread to Treasury Benchmark:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n 215 basis points<\/p>\n<\/td>\n<\/tr>\n | \n| \n Yield to Maturity:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n 5.798%<\/p>\n<\/td>\n<\/tr>\n | \n| \n Coupon:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n 5.75%<\/p>\n<\/td>\n<\/tr>\n | \n| \n Price to Public:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n 99.626% of principal amount<\/p>\n<\/td>\n<\/tr>\n | \n| \n Optional Redemption:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n Make-whole redemption at any time at a discount rate of US Treasury + 35 bps\n<\/p>\n<\/td>\n<\/tr>\n | \n| \n CUSIP \/ ISIN:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n 126117AR1\/ US126117AR10<\/p>\n<\/td>\n<\/tr>\n | \n| \n Book-Running Managers:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n J.P. Morgan Securities LLC<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Merrill Lynch, Pierce, Fenner & Smith Incorporated<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Wells Fargo Securities, LLC<\/p>\n<\/td>\n<\/tr>\n | \n| \n Co-Managers:<\/strong><\/p>\n<\/td>\n| \n<\/td>\n | \n The Williams Capital Group, L.P.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n U.S. Bancorp Investments, Inc.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n PNC Capital Markets LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The issuer has filed a registration statement, including a prospectus, with
\nthe SEC for the offering to which this communication relates. Before you invest,
\nyou should read the prospectus in that registration statement and other
\ndocuments the issuer has filed with the SEC for more complete information about
\nthe issuer and this offering. You may get these documents for free by visiting
\nEDGAR on the SEC Web site at www.sec.gov. Alternatively, the Book-Running
\nManagers in the offering will arrange to send you the prospectus if you request
\nit by contacting J.P. Morgan Securities LLC collect at 212-834-4533, Merrill
\nLynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, or
\nWells Fargo Securities, LLC at 1-800-326-5897.<\/p>\n<\/p>\n<\/p>\n <\/p>\n SCHEDULE IV<\/u><\/p>\n Schedule of other information included in the Disclosure Package<\/p>\n Not applicable<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7130],"corporate_contracts_industries":[9446],"corporate_contracts_types":[9629,9634],"class_list":["post-43786","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cna-financial-corp","corporate_contracts_industries-insurance__property","corporate_contracts_types-securities","corporate_contracts_types-securities__underwriting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43786","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43786"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43786"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43786"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43786"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |