UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~June 10, ~~of 1934~~2011

April 28, 2011 (Date of Report)

CNA SURETY CORPORATION

(Exact ~~name~~Name of Registrant as ~~specified~~Specified in its ~~charter~~Charter)

1-13277 (Commission File No.)


Delaware	1-13277	36-4144905
(State or Other	(Commission File Number)	(I.R.S. Employer
Jurisdiction of Incorporation)		Identification No.)

Delaware		36-4144905
333 S. Wabash Avenue, Chicago, Illinois		60604
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)
(Address of Principal Executive Offices)		(Zip Code)
333 S. Wabash Ave., Chicago, Illinois		60604
(Address of principal executive offices)		(Zip code)

(312) 822-5000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~o ~~2.02.~~Soliciting ~~RESULTS~~material OFpursuant ~~OPERATIONS~~to ~~AND~~Rule ~~FINANCIAL~~14a-12 ~~CONDITION~~ under the Exchange Act (17 CFR 240.14a-12)

~~See~~o ~~Exhibit 99~~Pre-commencement tocommunications ~~this~~pursuant ~~Form~~to 8Rule 14d-K2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

~~ITEM~~o ~~5.07.~~Pre-commencement ~~SUBMISSION~~communications OFpursuant ~~MATTERS~~to TORule A13e-4(c) ~~VOTE~~under OFthe ~~SECURITY~~Exchange ~~HOLDERS~~ Act (17 CFR 240.13e- 4(c))

~~CNA Surety Corporation (the “Company”) held its Annual Meeting of Shareholders on Thursday April~~Item ~~28, 2011~~3.01 ~~The~~Notice ~~Company’s shareholders considered five proposals, each~~ of ~~which~~Delisting isor ~~described~~Failure ~~in more~~to ~~detail~~Satisfy ina ~~the~~Continued ~~Company’s~~Listing ~~proxy~~Rule ~~statement~~or ~~filed~~Standard; ~~on March 14, 2011. Each proposal, which required~~Transfer ~~the affirmative vote~~ of ~~a majority of shares present and voting, passed~~Listing. ~~The final voting results~~ ~~for the matters voted upon at the meeting are as follows:~~

~~PROPOSAL~~ The 1information set forth in Item 3.03 is incorporated herein by reference.

ToItem 3.03 ~~elect~~Material ~~seven~~Modification ~~directors~~to Rights of Security Holders.

			Number Of Shares/Votes
	For		Authority Withheld		Broker Non-Votes
Philip H. Britt		40,595,725		268,275		2,203,624
Anthony S. Cleberg		40,606,307		257,693		2,203,624
David B. Edelson		34,314,542		6,549,458		2,203,624
D. Craig Mense		34,310,912		6,553,088		2,203,624
Robert A. Tinstman		40,600,160		263,840		2,203,624
John F. Welch		35,111,049		5,752,951		2,203,624
Peter W. Wilson		34,335,578		6,528,422		2,203,624

CNA Financial Corporation (“CNA Financial”), through a wholly-owned indirect subsidiary, has accepted for payment and paid for all of the shares of common stock, par value $0.01 per share (“Shares”) of CNA Surety Corporation (“CNA Surety”) validly tendered and not withdrawn in response to the previously announced tender offer for all the outstanding Shares not already owned by CNA Financial and its subsidiaries (the “Tender Offer”). The Tender Offer expired at 12:00 midnight, New York City time, on Wednesday, June 8, 2011.

~~PROPOSAL~~ On 2June 10, 2011, CNA Financial caused a short-form merger (the “Merger”) pursuant to §253 of the General Corporation Law of the State of Delaware (“DGCL”), pursuant to which Surety Acquisition Corporation (“Merger Sub”), a wholly-owned indirect subsidiary of CNA Financial, merged with and into CNA Surety, with CNA Surety continuing as the surviving corporation. The Merger was consummated in accordance with the terms of the Agreement and Plan of Merger, dated as of April 20, 2011, by and among CNA Financial, CNA Surety and Merger Sub (the “Merger Agreement”). As a result of the Merger, all of the Shares held by the stockholders of CNA Surety, other than Shares held by CNA Financial and its subsidiaries, were cancelled and, subject to appraisal rights under Delaware law, converted into the right to receive $26.55 per share in cash, without interest and subject to any applicable withholding of taxes (the “Merger Consideration”). As a result of the Merger, CNA Surety is now a wholly-owned indirect subsidiary of CNA Financial.

ToAs ~~ratify~~a result of the ~~Audit~~Merger, ~~Committee’s~~the ~~appointment~~New York Stock Exchange (“NYSE”) suspended trading in the Shares prior to the open of trading on June 13, 2011 and filed a Form 25 with the ~~Company’s~~Securities ~~independent~~and Exchange ~~registered~~Commission ~~public~~(the “SEC”) to withdraw the Shares from listing on the NYSE and from ~~accounting~~registration ~~firm~~under the Securities Exchange Act of 1934, ~~Deloitte~~as &amended ~~Touche~~(the ~~LLP~~“Exchange Act”). In addition, ~~for~~CNA ~~fiscal~~Surety ~~year~~will ~~2011~~file a Form 15 with the SEC to terminate registration of the Shares under the Exchange Act. The full text of the joint press release by CNA Financial and CNA Surety announcing the Merger is attached as Exhibit 99.

For			43,033,449
Against			31,369
Abstain			2,806
Broker Non-Votes			0

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

~~PROPOSAL~~ In 3accordance with the terms of the Merger Agreement, at the effective time of the Merger, the directors of Merger Sub, Thomas F. Motamed, D. Craig Mense, Larry A. Haefner, Jonathan D. Kantor and Thomas Pontarelli became the directors of CNA Surety.

ToItem 5.03 ~~consider~~Amendments ~~and act upon a proposal~~ to ~~approve~~Articles ~~the~~of ~~restated~~Incorporation ~~CNA~~or ~~Surety~~Bylaws; ~~Corporation~~Change ~~Long-Term Equity~~in ~~Compensation~~Fiscal ~~Plan~~Year.

For			40,133,831
Against			465,056
Abstain			265,113
Broker Non-Votes			2,203,624

On June 10, 2011, in accordance with the Merger Agreement, CNA Surety’s certificate of incorporation and bylaws were amended and restated at the time of the Merger to conform substantially to Merger Sub’s certificate of incorporation and bylaws as in effect immediately prior to the effective time of the Merger.

PROPOSAL 4

To approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis, the 2010 Summary Compensation Table, and the other related tables and disclosures.

For			38,480,540
Against			171,038
Abstain			2,212,422
Broker Non-Votes			2,203,624

PROPOSAL 5

To elect the option of once every one year, two years, or three years to be the preferred frequency with which the Company is to hold a shareholder vote to approve, on an advisory basis, the compensation of the Named Executive Officers.

One Year			37,810,127
Two Years			3,977
Three Years			954,278
Abstain			2,095,618

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly ~~caused~~ caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

		CNA SURETY CORPORATION (Registrant)
Dated: April 29, 2011	By:	/s/ John F. Corcoran
		John F. Corcoran
		Senior Vice President and Chief Financial Officer

Date: June 13, 2011


CNA SURETY CORPORATION (Registrant)
By:	/s/ Rosemary Quinn
	Name:	Rosemary Quinn
	Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.


Exhibit No.
3.1		Amended and Restated Certificate of Incorporation of CNA Surety Corporation (incorporated by reference to Exhibit A to Exhibit 2.1 to the Form 8-K filed by CNA Surety Corporation on April 21, 2011).

3.2		Amended and Restated Bylaws of CNA Surety Corporation (incorporated by reference to Exhibit B to Exhibit 2.1 to the Form 8-K filed by CNA Surety Corporation on April 21, 2011).

99		Joint Press Release issued by CNA Financial Corporation and CNA Surety Corporation on June 10, 2011.

99. CNA Surety Corporation Press Release issued on April 29, 2011.

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