CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

CNA Financial  Corporation,  a corporation  organized and existing  under and by
virtue of the  General  Corporation  Law of the State of  Delaware,  does hereby
certify:

FIRST: That at a meeting of the Board of Directors of CNA Financial  Corporation
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  to the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable  and calling a meeting of the  stockholders  of said  corporation  for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:


         WHEREAS,  the board deems it  advisable  that the amount of  authorized
         common  stock  of  the  Company  be  increased   from   200,000,000  to
         500,000,000 shares;


         NOW,  THEREFORE,  BE IT  RESOLVED,  that the matter be submitted to the
         shareholders  at the next  meeting and subject to their  approval,  the
         first paragraph of Article Fourth of the  Certificate of  Incorporation
         be amended to read as follows:

              FOURTH. The total number of shares of all classes of capital stock
              which the Company  shall have  authority  to issue is Five Hundred
              Twelve Million Five Hundred  Thousand  (512,500,000)  shares which
              shall be divided into two classes as follows:  Twelve Million Five
              Hundred  Thousand  (12,500,000)  shares of Preferred Stock without
              par value (Preferred Stock) and Five Hundred Million (500,000,000)
              shares  of  Common  Stock  with the par  value of $2.50  per share
              (Common Stock).

SECOND: That thereafter, pursuant to a resolution of its Board of Directors, the
annual meeting of the stockholders of said corporation was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendments.

THIRD:  That said amendments were duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of said  Corporation  will not be reduced  under or by
reason of said amendments.

IN WITNESS WHEREOF,  said CNA Financial  Corporation has caused this Certificate
to be signed by Jonathan D. Kantor,  Senior Vice President,  General Counsel and
Secretary, and attested by its Assistant Secretary this 10th day of May, 1999.

                                      CNA FINANCIAL CORPORATION
ATTEST:

------------------------          ----------------------------
Mary A. Ribikawskis               Jonathan D. Kantor
Assistant Secretary               Senior Vice President, General Counsel
                                  and Secretary

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

CNA Financial  Corporation,  a corporation  organized and existing  under and by
virtue of the  General  Corporation  Law of the State of  Delaware,  does hereby
certify:

FIRST: That at a meeting of the Board of Directors of CNA Financial  Corporation
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  to the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable  and calling a meeting of the  stockholders  of said  corporation  for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:


         WHEREAS,  the board deems it  advisable  that the amount of  authorized
         common  stock  of  the  Company  be  increased   from   200,000,000  to
         500,000,000 shares;


         NOW,  THEREFORE,  BE IT  RESOLVED,  that the matter be submitted to the
         shareholders  at the next  meeting and subject to their  approval,  the
         first paragraph of Article Fourth of the  Certificate of  Incorporation
         be amended to read as follows:

              FOURTH. The total number of shares of all classes of capital stock
              which the Company  shall have  authority  to issue is Five Hundred
              Twelve Million Five Hundred  Thousand  (512,500,000)  shares which
              shall be divided into two classes as follows:  Twelve Million Five
              Hundred  Thousand  (12,500,000)  shares of Preferred Stock without
              par value (Preferred Stock) and Five Hundred Million (500,000,000)
              shares  of  Common  Stock  with the par  value of $2.50  per share
              (Common Stock).

SECOND: That thereafter, pursuant to a resolution of its Board of Directors, the
annual meeting of the stockholders of said corporation was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendments.

THIRD:  That said amendments were duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of said  Corporation  will not be reduced  under or by
reason of said amendments.


IN WITNESS WHEREOF,  said CNA Financial  Corporation has caused this Certificate
to be signed by Jonathan D. Kantor,  Senior Vice President,  General Counsel and
Secretary, and attested by its Assistant Secretary this 10th day of May, 1999.

                                              CNA FINANCIAL CORPORATION
ATTEST:
/S/Mary A. Ribikawskis                      S/Jonathan D. Kantor
------------------------                    ----------------------------
Mary A. Ribikawskis                              Jonathan D. Kantor
Assistant Secretary                            Senior Vice President,
                                            General Counsel and Secretary