Edgar Filing: LILIENTHAL STEPHEN W

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LILIENTHAL STEPHEN W

2. Issuer Name and Ticker or Trading Symbol
CNA FINANCIAL CORP [CNA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman and CEO

(Last)

(First)

(Middle)

333 SOUTH WABASH AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2008

(Street)

CHICAGO, IL 60604

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option

$ 29.15

11/20/2008

D⁽¹⁾

40,000

05/08/2003⁽¹⁾

06/08/2010

Common Shares

40,000

$ 29.15 ⁽¹⁾

Employee Stock Option

$ 29.15

11/20/2008

A⁽¹⁾

40,000

05/08/2003⁽¹⁾

01/01/2012

Common Shares

40,000

$ 29.15 ⁽¹⁾

40,000

Employee Stock Option

$ 25.55

11/20/2008

D⁽²⁾

15,000

08/08/2003⁽²⁾

06/08/2010

Common Shares

15,000

$ 25.55 ⁽²⁾

Employee Stock Option

$ 25.55

11/20/2008

A⁽²⁾

15,000

08/08/2003⁽²⁾

01/01/2012

Common Shares

15,000

$ 25.55 ⁽²⁾

15,000

Employee Stock Option

$ 24.69

11/20/2008

D⁽³⁾

55,000

05/07/2004⁽³⁾

06/08/2010

Common Shares

55,000

$ 24.69 ⁽³⁾

Employee Stock Option

$ 24.69

11/20/2008

A⁽³⁾

55,000

05/07/2004⁽³⁾

01/01/2012

Common Shares

55,000

$ 24.69 ⁽³⁾

55,000

Employee Stock Option

$ 26.27

11/20/2008

D⁽⁴⁾

55,000

04/28/2005⁽⁴⁾

06/08/2010

Common Shares

55,000

$ 26.27 ⁽⁴⁾

Employee Stock Option

$ 26.27

11/20/2008

A⁽⁴⁾

55,000

04/28/2005⁽⁴⁾

01/01/2012

Common Shares

55,000

$ 26.27 ⁽⁴⁾

55,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LILIENTHAL STEPHEN W 333 SOUTH WABASH AVENUE CHICAGO, IL 60604	X		Chairman and CEO

Signatures

Stephen W. Lilienthal		11/20/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on May 8, 2002 and provided for vesting in quarterly annual installments commencing on May 8, 2003.Pursuant to Mr. Lilienthal's Employment Agreement, the expiration date of the original option would have been one year following his departure from the Company.
(2)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on August 8, 2002 and provided for vesting in quarterly annual installments commencing on August 8,2003.Pursuant to Mr. Lilienthal's Employment Agreement, the expiration date of the original option would have been one year following his departure from the Company.
(3)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on May 7, 2003 and provided for vesting in quarterly annual installments commencing on May 7, 2004.Pursuant to Mr. Lilienthal's Employment Agreement, the expiration date of the original option would have been one year following his departure from the Company.
(4)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on April 28, 2004 and provided for vesting in quarterly annual installments commencing on April 28, 2005.Pursuant to Mr. Lilienthal's Employment Agreement, the expiration date of the original option would have been one year following his departure from the Company.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.