<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                             CNA SURETY CORPORATION
             (Exact name of Registrant as specified in its Charter)

     Delaware                                                36-4144905
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification No.)


              CNA Plaza, 333 South Wabash, Chicago, Illinois 60685
          (Address of principal executive offices, including zip code)

            CNA Surety Corporation 2000 Employee Stock Purchase Plan
                              (Full Title of Plan)

                                Mark C. Vonnahme
                      President and Chief Executive Officer
                             CNA Surety Corporation
                                333 South Wabash
                             Chicago, Illinois 60685
                     (Name and Address of Agent For Service)

                                 (312) 822-5000
          (Telephone Number, Including Area Code, of Agent For Service)

<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                     Proposed               Proposed
Title of Each Class                                  Maximum                Maximum           Amount of
of Securities to be          Amount to be        Offering Price per        Aggregate         Registration
   Registered                 Registered              Share(2)          Offering Price(2)        Fee
-------------------------------------------------------------------------------------------------------------
<S>                        <C>                   <C>                    <C>                  <C>
Common Stock, par          2,200,000 shares(1)       $13.34375            $29,356,250         $7,339.06
value $.01 per share
=============================================================================================================
</TABLE>


(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan.

(2) The offering price for such shares is estimated pursuant to Rule 457(c) and
(h) solely for the purpose of calculating the registration fee and is based upon
the average of the high and low prices of the Common Shares as reported on the
New York Stock Exchange on January 22, 2001. Pursuant to Rule 457(h)(2) under
the Securities Act, no separate fee is required with respect to the interests
in the Plan covered by this Registration Statement.




<PAGE>   2

                     CNA SURETY CORPORATION AND SUBSIDIARIES

          PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the "Note" portion to Part I of the Form S-8.


          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by CNA Surety Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference:

         (a) The Annual Report on Form 10-K of the Registrant for the fiscal
year ended December 31, 1999 filed with the commission on March 24, 2000;

         (b) The Quarterly Reports on Form 10-Q of the Registrant for the period
ended March 31, 2000 filed with the Commission on May 15, 2000; for the period
ended June 30, 2000 filed with the Commission on August 11, 2000 and for the
period ended September 30, 2000 filed with the Commission on November 11, 2000.

         (c) Current Reports on Form 8-K filed with the Commission on March 3,
2000, May 15, 2000, August 11, 2000 and November 13, 2000.

         (d) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 10 filed pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended, with the Commission on August
15, 1997, including any amendment or report filed for the purpose of updating
such description.

         All documents filed by the Registrant or the CNA Surety Corporation
2000 Employee Stock Purchase Plan with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated by reference or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.
               Not applicable

Item 5.  Interests of Named Experts and Counsel
               Not applicable.


                                       2
<PAGE>   3

Item 6.  Indemnification of Directors and Officers.

     Delaware law permits a corporation to adopt a provision in its certificate
of incorporation eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except that such provision shall not limit the liability of
a director for: (i) any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law; (iii)
liability under section 174 of the Delaware General Corporation Law; or (iv) any
transaction from which the directors derived an improper personal benefit. The
Registrant's certificate of incorporation limits the personal liability of
Registrant's directors for monetary damages to the fullest extent permissible
under applicable law.

     Under Delaware law, a corporation may indemnify any person made a party or
threatened to be made a party to any type of proceeding (other than an action by
or in the right of the corporation) because he or she is or was an officer,
director, employee or agent of the corporation, or was serving at the request of
the corporation as an officer, director, employee or agent of the corporation,
against expenses, judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with such proceeding if: (i) he or she acted
in good faith and in a manner such director reasonably believed to be in or not
opposed to the best interests of the corporation; or (ii) in the case of a
criminal proceeding, he or she had no reasonable cause to believe that his or
her conduct was unlawful. A corporation may indemnify any person made party or
threatened to be made a party to any threatened, pending or completed action or
suit brought by or in the right of the corporation because he or she was an
officer, director, employee or agent of the corporation, or was serving at the
request of the corporation as an officer, director, employee or agent of the
corporation, against expenses actually and reasonably incurred in connection
with such action or suit if he or she acted in good faith and in a manner such
director reasonably believed to be in or not opposed to the best interests of
the corporation, except that there may be no such indemnification if the person
is found liable to the corporation unless, in such case, the court determines
the person is entitled thereto. A corporation must indemnify a director,
officer, employee or agent against expenses actually and reasonably incurred by
him or her who successfully defends himself or herself in a proceeding to which
they were a party because he or she was a director, officer, employee or agent
of the corporation. Expenses incurred by any officer or director (or other
employees or agents as deemed appropriate by the board of directors) in
defending a civil or criminal proceeding may be paid by the corporation in
advance of the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation. The Delaware law indemnification and expense
advancement provisions are not exclusive of any other rights which may be
granted by the bylaws, a vote of stockholders or disinterested directors,
agreement or otherwise.

     The Registrant's bylaws provide for the indemnification, in a
non-derivative suit, of any person who is a party or is threatened to be made a
party to any suit or proceeding, because such person, or a person for whom such
person was or is a representative, was or is an officer, director, employee or
agent of the Registrant, or was serving at the request of the Registrant as an
officer, director, employee or agent of the corporation, against expenses in
connection with such suit, action or proceeding if such person acted in good
faith and in a manner such director reasonably believed to be in or not opposed
to the best interests of the Registrant, and with respect to any criminal action
or proceeding, had no reasonable cause to believe such conduct was unlawful. The
Registrant's bylaws provide further for the indemnification in derivative suits
if such person acted in good faith and in a manner such person



                                       3
<PAGE>   4

believed to be in or not opposed to the best interests of the Registrant;
provided, however, that no indemnification will be made for any claim, issue or
matter as to which such person has been adjudged liable to the Registrant,
unless the court in which such action was brought determined, despite the
adjudication of liability, that such person is fairly and reasonably entitled to
indemnity for such expenses that such court deems proper. The bylaws of the
Registrant also permit the advancement of expenses incurred by a director,
officer, employee or agent of the Registrant in defending a suit or action,
provided that such person executes an undertaking to repay the advanced expenses
if it is ultimately determined that such person is not entitled to be
indemnified by the Registrant.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy
expressed in the Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

               Not applicable.

Item 8.  Exhibits.

EXHIBIT NUMBER     DESCRIPTION
--------------     -----------

4.1                Certificate of Incorporation of the Registrant filed as
                   Exhibit 3(1) to the Registrant's Registration Statement on
                   Form S-4 dated August 15, 1997 (File No. 333-33753) and
                   incorporated herein by reference

4.2                Amendment to Certificate of Incorporation of the Registrant
                   filed as Exhibit 3(2) to the Registrant's Registration
                   Statement on Form S-4 dated August 15, 1997 (File No.
                   333-33753) and incorporated herein by reference

4.3                Amended Bylaws of the Registrant filed as Exhibit 4.3 to the
                   Registrant's Registration Statement on Form S-8 dated
                   September 23, 1998 (File No. 333-64135) and incorporated
                   herein by reference

5                  Legal Opinion of Seyfarth Shaw

23.1               Consent of Deloitte & Touche LLP independent auditors

23.2               Consent of Seyfarth Shaw (included in the opinion filed as
                   Exhibit 5)

24.1               Power of Attorney of Thomas F. Taylor, Chairman of the Board

24.2               Power of Attorney of Giorgio Balzer, Director

24.3               Power of Attorney of Phillip H. Britt, Director

24.4               Power of Attorney of Edward Dunlop, Director

24.5               Power of Attorney of Melvin Gray, Director

24.6               Power of Attorney of Joe P. Kirby, Director

24.7               Power of Attorney of Roy E. Posner, Director

24.8               Power of Attorney of Adrian M. Tocklin, Director


Item 9.  Undertakings

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:



                                       4
<PAGE>   5

                   (i) to include any prospectus required by Section 10(a) of
the Securities Act;

                   (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

                   (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue



                                       5
<PAGE>   6
                                   SIGNATURES




     The Registrant. Pursuant to the requirements of the Securities Act, CNA
Surety Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 26th day of
January, 2001.

                                    CNA SURETY CORPORATION

                                    By: /s/ MARK C. VONNAHME
                                    --------------------------------------------
                                    Name: Mark C. Vonnahme
                                    Title: President and Chief Executive Officer


Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.


<TABLE>
<CAPTION>
        Signature                               Title                                Date
        ---------                               -----                                ----
<S>                                      <C>                                    <C>
/s/ Mark C. Vonnahme                     President, Chief Executive Officer     January 26, 2001
-------------------------                and Director (Principal Executive
Mark C. Vonnahme                         Officer)

/s/ John S. Heneghan                     Chief Financial Officer (Principal     January 26, 2001
-------------------------                Financial and Accounting Officer)
John S. Heneghan

/s/ Thomas F. Taylor*                    Chairman of the Board and Director     January 26, 2001
-------------------------
Thomas F. Taylor

/s/ Giorgio Balzer*                      Director                               January 26, 2001
-------------------------
Giorgio Balzer

/s/ Phillip H. Britt*
-------------------------                Director                               January 26, 2001
Phillip H. Britt

/s/ Edward Dunlop*                       Director                               January 26, 2001
-------------------------
Edward Dunlop

/s/ Melvin Gray*                         Director                               January 26, 2001
-------------------------
Melvin Gray

/s/ Joe P. Kirby*                        Director                               January 26, 2001
-------------------------
Joe P. Kirby

/s/ Roy E. Posner*                       Director                               January 26, 2001
-------------------------
Roy E. Posner

/s/ Adrian M. Tocklin*                   Director                               January 26, 2001
-------------------------
Adrian M. Tocklin
</TABLE>



     *Executed by Mark C. Vonnahme as attorney-in-fact pursuant to powers of
attorney executed by such persons.

         The Plan. Pursuant to the requirements of the Securities Act, the
administrator of the CNA Surety Corporation 2000 Employee Stock Purchase Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Chicago, Illinois on January 26,
2001.


                               CNA Surety Corporation 2000 Employee Stock
                                  Purchase Plan

                               By:  /s/ John S. Heneghan
                                  ----------------------------------------------
                                  Name: John S. Heneghan
                                  Title: Vice-President - Western Surety Company





                                       6
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1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                             CNA SURETY CORPORATION
             (Exact name of Registrant as specified in its Charter)

     Delaware                                                36-4144905
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification No.)

              CNA Plaza, 333 South Wabash, Chicago, Illinois 60685
          (Address of principal executive offices, including zip code)

            CNA Surety Corporation 2000 Employee Stock Purchase Plan
                              (Full Title of Plan)

                                Mark C. Vonnahme
                      President and Chief Executive Officer
                             CNA Surety Corporation
                                333 South Wabash
                             Chicago, Illinois 60685
                     (Name and Address of Agent For Service)

                                 (312) 822-5000
          (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                     Proposed               Proposed
Title of Each Class                                  Maximum                Maximum           Amount of
of Securities to be          Amount to be        Offering Price per        Aggregate         Registration
   Registered                 Registered              Share(2)          Offering Price(2)        Fee
-------------------------------------------------------------------------------------------------------------
Common Stock, par          2,200,000 shares(1)       $13.34375            $29,356,250         $7,339.06
value $.01 per share
=============================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan.

(2) The offering price for such shares is estimated pursuant to Rule 457(c) and
(h) solely for the purpose of calculating the registration fee and is based upon
the average of the high and low prices of the Common Shares as reported on the
New York Stock Exchange on January 22, 2001. Pursuant to Rule 457(h)(2) under
the Securities Act, no separate fee is required with respect to the interests
in the Plan covered by this Registration Statement.
2

                     CNA SURETY CORPORATION AND SUBSIDIARIES

          PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the "Note" portion to Part I of the Form S-8.

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by CNA Surety Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference:

         (a) The Annual Report on Form 10-K of the Registrant for the fiscal
year ended December 31, 1999 filed with the commission on March 24, 2000;

         (b) The Quarterly Reports on Form 10-Q of the Registrant for the period
ended March 31, 2000 filed with the Commission on May 15, 2000; for the period
ended June 30, 2000 filed with the Commission on August 11, 2000 and for the
period ended September 30, 2000 filed with the Commission on November 11, 2000.

         (c) Current Reports on Form 8-K filed with the Commission on March 3,
2000, May 15, 2000, August 11, 2000 and November 13, 2000.

         (d) The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form 10 filed pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended, with the Commission on August
15, 1997, including any amendment or report filed for the purpose of updating
such description.

         All documents filed by the Registrant or the CNA Surety Corporation
2000 Employee Stock Purchase Plan with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated by reference or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.
               Not applicable

Item 5.  Interests of Named Experts and Counsel
               Not applicable.

                                       2
3

Item 6.  Indemnification of Directors and Officers.

     Delaware law permits a corporation to adopt a provision in its certificate
of incorporation eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except that such provision shall not limit the liability of
a director for: (i) any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law; (iii)
liability under section 174 of the Delaware General Corporation Law; or (iv) any
transaction from which the directors derived an improper personal benefit. The
Registrant's certificate of incorporation limits the personal liability of
Registrant's directors for monetary damages to the fullest extent permissible
under applicable law.

     Under Delaware law, a corporation may indemnify any person made a party or
threatened to be made a party to any type of proceeding (other than an action by
or in the right of the corporation) because he or she is or was an officer,
director, employee or agent of the corporation, or was serving at the request of
the corporation as an officer, director, employee or agent of the corporation,
against expenses, judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with such proceeding if: (i) he or she acted
in good faith and in a manner such director reasonably believed to be in or not
opposed to the best interests of the corporation; or (ii) in the case of a
criminal proceeding, he or she had no reasonable cause to believe that his or
her conduct was unlawful. A corporation may indemnify any person made party or
threatened to be made a party to any threatened, pending or completed action or
suit brought by or in the right of the corporation because he or she was an
officer, director, employee or agent of the corporation, or was serving at the
request of the corporation as an officer, director, employee or agent of the
corporation, against expenses actually and reasonably incurred in connection
with such action or suit if he or she acted in good faith and in a manner such
director reasonably believed to be in or not opposed to the best interests of
the corporation, except that there may be no such indemnification if the person
is found liable to the corporation unless, in such case, the court determines
the person is entitled thereto. A corporation must indemnify a director,
officer, employee or agent against expenses actually and reasonably incurred by
him or her who successfully defends himself or herself in a proceeding to which
they were a party because he or she was a director, officer, employee or agent
of the corporation. Expenses incurred by any officer or director (or other
employees or agents as deemed appropriate by the board of directors) in
defending a civil or criminal proceeding may be paid by the corporation in
advance of the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation. The Delaware law indemnification and expense
advancement provisions are not exclusive of any other rights which may be
granted by the bylaws, a vote of stockholders or disinterested directors,
agreement or otherwise.

     The Registrant's bylaws provide for the indemnification, in a
non-derivative suit, of any person who is a party or is threatened to be made a
party to any suit or proceeding, because such person, or a person for whom such
person was or is a representative, was or is an officer, director, employee or
agent of the Registrant, or was serving at the request of the Registrant as an
officer, director, employee or agent of the corporation, against expenses in
connection with such suit, action or proceeding if such person acted in good
faith and in a manner such director reasonably believed to be in or not opposed
to the best interests of the Registrant, and with respect to any criminal action
or proceeding, had no reasonable cause to believe such conduct was unlawful. The
Registrant's bylaws provide further for the indemnification in derivative suits
if such person acted in good faith and in a manner such person

                                       3
4

believed to be in or not opposed to the best interests of the Registrant;
provided, however, that no indemnification will be made for any claim, issue or
matter as to which such person has been adjudged liable to the Registrant,
unless the court in which such action was brought determined, despite the
adjudication of liability, that such person is fairly and reasonably entitled to
indemnity for such expenses that such court deems proper. The bylaws of the
Registrant also permit the advancement of expenses incurred by a director,
officer, employee or agent of the Registrant in defending a suit or action,
provided that such person executes an undertaking to repay the advanced expenses
if it is ultimately determined that such person is not entitled to be
indemnified by the Registrant.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy
expressed in the Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

               Not applicable.

Item 8.  Exhibits.

EXHIBIT NUMBER     DESCRIPTION
--------------     -----------

4.1                Certificate of Incorporation of the Registrant filed as
                   Exhibit 3(1) to the Registrant's Registration Statement on
                   Form S-4 dated August 15, 1997 (File No. 333-33753) and
                   incorporated herein by reference

4.2                Amendment to Certificate of Incorporation of the Registrant
                   filed as Exhibit 3(2) to the Registrant's Registration
                   Statement on Form S-4 dated August 15, 1997 (File No.
                   333-33753) and incorporated herein by reference

4.3                Amended Bylaws of the Registrant filed as Exhibit 4.3 to the
                   Registrant's Registration Statement on Form S-8 dated
                   September 23, 1998 (File No. 333-64135) and incorporated
                   herein by reference

5                  Legal Opinion of Seyfarth Shaw

23.1               Consent of Deloitte & Touche LLP independent auditors

23.2               Consent of Seyfarth Shaw (included in the opinion filed as
                   Exhibit 5)

24.1               Power of Attorney of Thomas F. Taylor, Chairman of the Board

24.2               Power of Attorney of Giorgio Balzer, Director

24.3               Power of Attorney of Phillip H. Britt, Director

24.4               Power of Attorney of Edward Dunlop, Director

24.5               Power of Attorney of Melvin Gray, Director

24.6               Power of Attorney of Joe P. Kirby, Director

24.7               Power of Attorney of Roy E. Posner, Director

24.8               Power of Attorney of Adrian M. Tocklin, Director

Item 9.  Undertakings

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                                       4
5

                   (i) to include any prospectus required by Section 10(a) of
the Securities Act;

                   (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

                   (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue

                                       5
6
                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act, CNA
Surety Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this 26th day of
January, 2001.

                                    CNA SURETY CORPORATION

                                    By: /s/ MARK C. VONNAHME
                                    --------------------------------------------
                                    Name: Mark C. Vonnahme
                                    Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature                               Title                                Date
        ---------                               -----                                ----
/s/ Mark C. Vonnahme                     President, Chief Executive Officer     January 26, 2001
-------------------------                and Director (Principal Executive
Mark C. Vonnahme                         Officer)

/s/ John S. Heneghan                     Chief Financial Officer (Principal     January 26, 2001
-------------------------                Financial and Accounting Officer)
John S. Heneghan

/s/ Thomas F. Taylor*                    Chairman of the Board and Director     January 26, 2001
-------------------------
Thomas F. Taylor

/s/ Giorgio Balzer*                      Director                               January 26, 2001
-------------------------
Giorgio Balzer

/s/ Phillip H. Britt*
-------------------------                Director                               January 26, 2001
Phillip H. Britt

/s/ Edward Dunlop*                       Director                               January 26, 2001
-------------------------
Edward Dunlop

/s/ Melvin Gray*                         Director                               January 26, 2001
-------------------------
Melvin Gray

/s/ Joe P. Kirby*                        Director                               January 26, 2001
-------------------------
Joe P. Kirby

/s/ Roy E. Posner*                       Director                               January 26, 2001
-------------------------
Roy E. Posner

/s/ Adrian M. Tocklin*                   Director                               January 26, 2001
-------------------------
Adrian M. Tocklin
*Executed by Mark C. Vonnahme as attorney-in-fact pursuant to powers of
attorney executed by such persons.

         The Plan. Pursuant to the requirements of the Securities Act, the
administrator of the CNA Surety Corporation 2000 Employee Stock Purchase Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Chicago, Illinois on January 26,
2001.

                               CNA Surety Corporation 2000 Employee Stock
                                  Purchase Plan

                               By:  /s/ John S. Heneghan
                                  ----------------------------------------------
                                  Name: John S. Heneghan
                                  Title: Vice-President - Western Surety Company

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