Exhibit 4.1














                            CNA FINANCIAL CORPORATION

                          OFFICER STOCK OWNERSHIP PLAN















October 8, 1998


This document  constitutes  part of a prospectus  covering  securities that have
been registered under the Securities Act of 1933.


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                            CNA FINANCIAL CORPORATION
                          OFFICER STOCK OWNERSHIP PLAN

1.       PURPOSE

          The CNA  Financial  Officer  Stock  Ownership  Plan  (the  "Plan")  is
intended to promote the long-term growth and financial  success of CNA Financial
Corporation (the "Company") in the interests of the Company and its stockholders
and to strengthen  the link between  management  and  stockholders  by providing
officers of the Company and its  Subsidiaries  (as hereinafter  defined) with an
opportunity to increase their ownership of Common Stock (as hereinafter defined)
to a significant degree.

2.       DEFINITIONS

Except where the context otherwise indicates, the following definitions apply:

"Board" means the Board of Directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the Plan Administration  Committee of this Plan which shall be
appointed by the Chief  Executive  Officer of the insurance  subsidiaries of the
Company unless, and until, the Board appoints another committee of the Board.

"Common Stock" means the Common Stock, $2.50 par value per share, of the 
Company.

"Effective Date" means October 1, 1998.

"Interest  Rate" means the  "applicable  federal rate" in effect on the Purchase
Date with interest  compounded  semi-annually,  as determined by Section 7872 of
the Code or any successor provision to that section.

"Market  Price" with respect to a given  Security shall mean, for any given date
(or in the event such date is not a Trading Day with  respect to such  Security,
the last  Trading  Day  prior to such  date),  the  closing  sale  price of such
Security  on such date,  as  reported  as the New York Stock  Exchange-Composite
Transactions for such day in The Wall Street Journal,  mid-west edition,  or, if
such Security ceases to be listed on such exchange, as reported on the principal
national  securities  exchange or national  automated stock quotation  system on
which such Security is traded or quoted.

"Participant"  means  each  eligible  employee  of  the  Company  or any of its
Subsidiaries who is designated by the Committee to receive a Purchase Award.



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"Participation  Agreement" means the written  agreement entered into between the
Company and a Participant to carry out the Plan with respect to the  Participant
concerning a particular  Purchase Award in accordance  with the Plan's terms and
conditions.  The  Agreements  need  not be  identical  and  shall be in the form
approved by the Committee.

"Purchase Award" means an award to a Participant  permitting such Participant to
purchase  shares  of  Common  Stock  pursuant  to  Section 6 of this Plan at the
Purchase Price, together with any related Purchase Loan.

"Purchase  Date" means the date a Participant  purchases  shares of Common Stock
pursuant to a Purchase Award.

"Purchase  Loan" means an extension of credit to the  Participant by the Company
evidenced by the  Purchase  Note and secured by a pledge of the shares of Common
Stock  purchased by the Participant and any proceeds from the sale of the Common
Stock.

"Purchase  Note"  means a full  recourse  promissory  note  including  the terms
determined by the Committee.

"Purchase Price" of a share of the Common Stock means the average of the highest
and lowest sales prices of the Common Stock on the Purchase Date, as reported as
the New York  Stock  Exchange-Composite  Transactions  for such  day,  or if the
Common  Stock was not traded on the New York Stock  Exchange on such day then on
the next preceding day on which the Common Stock was traded,  all as reported by
The Wall  Street  Journal,  mid-west  edition  under the  heading New York Stock
Exchange-Composite  Transactions, or, if the Common Stock ceases to be listed on
such  exchange,  as reported on the principal  national  securities  exchange or
national automated stock quotation system on which the Common Stock is traded or
quoted, but in no event shall the price be less than the par value of the Common
Stock.

"Regulation  U" shall mean  Regulation U issued by the Board of Governors of the
Federal  Reserve  System of the United  States of America,  or any  successor to
Regulation U.

"Security" shall mean the Common Stock.

"Service" means employment with the Company or its Subsidiaries.

"Subsidiary"  means a  corporation  (or  partnership,  joint  venture,  or other
enterprise) of which the Company owns or controls,  directly or indirectly,  50%
or more of the  outstanding  shares of stock  normally  entitled to vote for the
election of directors (or comparable equity participation or voting power).
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"Total Purchase Price" means, with respect to each Participant,  the total of i)
the Purchase Price multiplied by that Participant's pro rata share of the number
of shares of Common Stock  purchased from the Company's  treasury stock plus ii)
the  price  per  share  negotiated  by the  Company  in open  market  or  direct
transactions  multiplied by that  Participant's  pro rata share of the number of
shares of Common  Stock  negotiated  in open  market or direct  transactions  in
addition to any expenses and  commissions  relating to such purchase.  The total
dollar amount of such purchases by each Participant shall be no greater than the
dollar amount exercised by the Participant pursuant to the Purchase Award.

"Trading Day" means, with respect to a Security, a day on which such Security is
publicly traded.

3.       SHARES SUBJECT TO THE PLAN

The aggregate number of shares of Common Stock that may be awarded and exercised
under  the Plan at any time  shall not  exceed  9.9% of the  outstanding  voting
shares of the  Company  and no  Participant  shall be awarded a single  Purchase
Award with  respect to more than 2.0% of the  outstanding  voting  shares of the
Company  during any one calendar  year period;  provided,  however,  that in the
event that at any time after the Effective Date a stock  dividend,  stock split,
recapitalization, merger, consolidation, or other change in capitalization, or a
sale by the Company of all or part of its  assets,  or any  separation  from the
Company, including any spin-off or other distribution to stockholders other than
an  ordinary  cash  dividend,  results in (a) the  outstanding  shares of Common
Stock, or any securities  exchanged  therefor or received in their place,  being
exchanged for a different number or class of shares of stock or other securities
of the  Company,  or for  shares  of  stock  or other  securities  of any  other
corporation;  or (b) new,  different or additional shares or other securities of
the  Company  or of any other  corporation  being  received  by the  holders  of
outstanding  shares of Common  Stock,  then the total number of shares of Common
Stock  authorized under this Plan, and the maximum number of shares with respect
to  which  a  Purchase  Award  may  be  awarded  to  a  Participant,   shall  be
appropriately  adjusted by the  Committee  in its  discretion.  Shares of Common
Stock  that have been  included  in a  Purchase  Award  but not  exercised  by a
Participant on the Purchase Date may again be awarded under the Plan.

The shares for the Plan may be authorized  and unissued  shares of Common Stock,
issued shares held as treasury shares or shares  purchased for the  Participants
on the open market or in negotiated purchases. If the shares of Common Stock are
purchased for the  Participants  on the open market or in negotiated  purchases,
the  Company  shall  negotiate  the  purchase  of the  shares  on  behalf of the
Participants  directly or through a designated  broker.  The shares then will be
purchased by the Participants on the settlement date at the negotiated  purchase
price or the open  market  price in  addition to any  expenses  and  commissions
relating to such purchase, as the case may be.

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4.       TERM OF THE PLAN

The Plan shall become effective on October 1, 1998. The Plan shall be terminated
on December 31, 2020; provided,  that Purchase Loans outstanding as of such date
shall not be  affected  or impaired  by the  termination  of the Plan;  provided
further that no Purchase Awards will be granted after December 31, 2019.

5.       ELIGIBLE EMPLOYEES

All employees of the Company and its Subsidiaries who are Grade 91 or above and,
in  the  opinion  of the  Committee,  can  materially  influence  the  long-term
performance  of the  Company  or its  Subsidiaries  are  eligible  to  receive a
Purchase Award.  The Committee  shall have the power and complete  discretion to
select those eligible employees who are to receive Purchase Awards.

6.       STOCK PURCHASE

(a) Grant of Purchase  Award.  The number of shares or maximum  dollar amount of
Common Stock  purchasable  under a Purchase  Award for any  Participant  and the
Purchase Date shall be determined by the Committee.  The Committee  shall,  with
respect  to each  Purchase  Award,  give  written  notice  to  each  Participant
receiving  such  Purchase  Award  stating  (i) the  maximum  number of shares or
maximum  dollar amount of Common Stock that may be purchased  under the Purchase
Award, (ii) the Purchase Date, (iii) the performance  criteria, if any, relating
to the Purchase  Award and (iv) the Interest Rate and other terms  pertaining to
the Purchase Loan.

(b) Exercise of Purchase Award. A Participant shall exercise a Purchase Award by
delivering to the Company on or prior to the Purchase Date (i) a notice  stating
the number of shares (less than or equal to the maximum number  specified in the
Purchase  Award) such  Participant  elects to purchase on the Purchase Date, and
(ii) an executed  Participation  Agreement,  Purchase  Note in the amount of the
Total Purchase Price and any other documents  required  relating to the Purchase
Loan or pursuant to the Plan, or in lieu of a Purchase  Note, a Participant  may
deliver cash in the amount of the Total  Purchase Price for the shares of Common
Stock  purchased  pursuant to the Purchase  Award.  To be eligible to exercise a
Purchase Award, a Participant must be employed by the Company or a Subsidiary of
the Company on the Purchase Date.

(c) Closing  Time.  The  exercise of the  Purchase  Award,  the  delivery of the
Purchase  Note and the  issuance  by the Company of the Common  Stock  purchased
pursuant to the Purchase Award shall be effective at 8:15 a.m., Chicago time, on
the business day following the Purchase  Date (the  "Closing  Time").  After the
Closing Time, such Participant  shall be deemed a stockholder of the Company and
shall be entitled to all the rights as a  stockholder,  but subject to the terms
of the Plan,  the Purchase  Loan and related  documents,  to transfer the Common
Stock. Notwithstanding anything herein to the contrary, the Committee shall have
the  absolute  right,  in its sole  discretion,  to revoke any  Purchase  Award,
including,  without limitation,  any right to receive a Purchase Loan related to
such Purchase Award,  prior to the Closing Time,  provided,  that the failure to
make such  Purchase  Loan shall be deemed to revoke the  exercise of the related
Purchase Award unless otherwise specified by the Participant.

7.       LOAN PROVISIONS

(a) General.  The Company may extend a Purchase  Loan to a  Participant  upon
exercise of a Purchase  Award subject to the terms and  conditions  set forth in
this Section 7. The  original  principal  amount of the  Purchase  Loan shall be
equal to the Total Purchase  Price plus any costs or commissions  related to the
purchase of the Common  Stock.  Such  Purchase  Loan shall be  evidenced  by the
Purchase  Note with full recourse  against the maker.  The  obligations  of each
Participant  under a Purchase  Note shall be  unconditional  and  absolute  and,
without  limiting  the  generality  of the  foregoing,  shall  not be  released,
discharged or otherwise  affected by any change in the  existence,  structure or
ownership of the Company, or any insolvency, bankruptcy, reorganization or other
similar  proceeding  affecting  the Company or its assets or the market value of
the Common Stock or any resulting  release or discharge of any obligation of the
Company  or the  existence  of any  claim,  set-off  or other  rights  which any
Participant  may have at any time  against  the  Company  or any  other  person,
whether in connection with the Plan or with any unrelated transactions, provided
that nothing  herein shall  prevent the  assertion of any such claim by separate
suit or counterclaim.

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Notwithstanding  anything to the contrary in this  Section 7, the Company  shall
not be required to make any Purchase Loan to a Participant if the making of such
Purchase  Loan will (i) cause the  Company to violate  any  covenant  or similar
provision in any indenture,  loan agreement or other agreement,  or (ii) violate
any applicable federal,  state or local law, provided,  that the failure to make
such  Purchase  Loan  shall be deemed  to revoke  the  exercise  of the  related
Purchase Award unless otherwise specified by the Participant.

(b)  Security.  Payment of the Purchase Note shall be secured by a pledge of all
of the shares of Common Stock acquired by the  Participant  upon the exercise of
the Purchase  Award to which the Purchase Loan relates.  The  Participant  shall
effect  such  pledge  by  delivering  to the  Company  (i)  the  certificate  or
certificates  for the shares of Common Stock  acquired  pursuant to the Purchase
Award,  accompanied  by a duly executed stock power in blank (which stock may be
reregistered  in the name of the Company as collateral  agent for the collateral
for the Purchase Loan),  (ii) a properly  executed stock pledge  agreement,  and
(iii) such other  documents as may be required by the  Committee.  A Participant
shall always have the right to sell shares of Common Stock acquired  pursuant to
a  Purchase  Award  provided  that (i) such  sales  must be made in  open-market
transactions  or at a price not less than the Market  Price on the  Trading  Day
prior to the date of sale,  (ii) the Company  shall have a security  interest in
the  proceeds of such sale to the extent of any  outstanding  Purchase  Loan and
(iii) any such  sales  otherwise  comply  with the terms and  provisions  of any
documents relating to the Purchase Loan.

(c) Interest. Interest on the principal balance of the Purchase Loan will accrue
semi-annually  at the Interest  Rate.  Except as specified in the Purchase  Loan
documents  after an event of  default,  accrued  interest  shall not be  payable
during  the term of the  Purchase  Loan,  but  shall  be added to the  principal
balance of the Purchase Loan.

(d) Term. The term of the Purchase Loan for any Participant  shall begin on such
Participant's  Purchase Date, and absent an Event of Default, shall have a final
maturity date as determined by the Committee.

(e) Terms of the Purchase  Loan.  All other terms of the Purchase  Loan shall be
determined by the Committee.

8.       PLAN ADMINISTRATION

The Plan shall be  administered  by the Committee.  Subject to the provisions of
the  Plan,  the  Committee  shall  interpret  the Plan and make  such  rules and
procedures  as it deems  necessary  for the proper  administration  of the Plan,
shall  make  all  other   determinations   necessary   or   advisable   for  the
administration  of the Plan and shall  correct any defect or supply any omission
or reconcile any  inconsistency in the Plan in the manner and to the extent that
the Committee deems desirable to carry the Plan into effect. Any action taken or
determination  made by the  Committee  pursuant to this  paragraph and the other
paragraphs of the Plan in which the Committee is given discretion shall be final
and  conclusive on all parties.  The act or  determination  of a majority of the
Committee  shall  be  deemed  to be the  act  or  determination  of  the  entire
Committee.  The Committee  may consult with  counsel,  who may be counsel to the
Company,  and  such  other  advisors  as the  Committee  may deem  necessary  or
desirable,  and the members of the  Committee  shall not incur any liability for
any  action  taken in good faith in  reliance  upon the advice of counsel or any
other advisor.

Among other things, the Committee shall have the authority, subject to the terms
of the Plan, to determine (i) the  individuals  to whom the Purchase  Awards are
granted,  (ii) the time or times the  Purchase  Awards  are  granted,  (iii) the
Purchase Dates for such Purchase Awards,  (iv) the availability of any direct or
indirect  financing by the Company or any of its Subsidiaries and (v) the forms,
terms and  provisions of the  Participation  Agreement  and any other  documents
under the Plan.  The  Committee  also may designate  whether any Purchase  Award
being  granted  to  any   Participant  is  intended  to  be   "performance-based
compensation"  as that term is used in  Section  162(m)  of the  Code.  Any such
Purchase Awards  designated as intended to be  "performance-based  compensation"
shall be conditioned on the achievement of one or more Performance Measures. The
Performance  Measures that may be used by the Committee for such Purchase Awards
may include any one or more of the following, as selected by the Committee: cash
generation  targets,  net income or other  profits,  revenue and/or market share
targets,  profitability  targets as  measured by return  ratios and  shareholder
returns,  customer satisfaction,  net margin as a percentage of revenue,  and/or
debt to  capitalization.  The  measurement  may be based on absolute  Company or
business unit  performance  and/or on performance as compared with that of other
publicly-traded companies.
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9.       AMENDMENT AND DISCONTINUANCE OF THE PLAN

The Board,  upon the  recommendation  of the  Committee,  may amend,  suspend or
terminate the Plan at any time,  subject to the provisions of this Section 9. No
amendment, suspension or termination of the Plan may, without the consent of the
Participant,  adversely affect such  Participant's  rights under the Plan in any
material  respect.  In  addition,  no such  amendment  shall be made without the
approval of the Company's  stockholders to the extent such approval is necessary
under Regulation U or any other law or agreement.

10.      MISCELLANEOUS PROVISIONS

(a) Unsecured  Status of Claim.  Participants  and their  beneficiaries,  heirs,
successors  and assigns  shall have no legal or equitable  rights,  interests or
claims in any  specific  property  or assets  of the  Company.  No assets of the
Company  shall be held under any trust for the  benefit of  Participants,  their
beneficiaries,  heirs,  successors or assigns,  or held in any way as collateral
security for the fulfillment of the Company's obligations under the Plan.

Any and all of the  Company's  assets  shall be, and shall  remain,  the general
unpledged and  unrestricted  assets of the Company.  The  Company's  obligations
under the Plan shall be merely that of an unfunded and unsecured  promise of the
Company to pay employee compensation benefits in the future, if any.

(b) Employment  Not  Guaranteed.  Nothing  contained in the Plan nor any related
Agreement  nor any  action  taken in the  administration  of the  Plan  shall be
construed as a contract of employment or as giving a Participant any right to be
retained in the Service of the Company or its Subsidiaries.

 (c) Nonassignability.  No person shall have any right to commute, sell, assign,
transfer,  pledge,  anticipate,  mortgage or otherwise encumber,  hypothecate or
convey in advance of actual receipt any Purchase Award which is deferred and not
yet exercised,  or any part thereof, or any interest therein, which are, and all
rights to which are, expressly declared to be unassignable and  nontransferable.
No portion of such deferred Purchase Award shall,  prior to actual exercise,  be
subject to seizure,  attachment,  lien or  sequestration  for the payment of any
debts,  judgments,  alimony or separate maintenance owed by a Participant or any
other  person,  nor be  transferable  by  operation  of law in the  event of the
Participant's or any other person's bankruptcy or insolvency.  Any such transfer
or  attempted  transfer  in  violation  of the  preceding  provisions  shall  be
considered null and void.

(d) Disposition of Awards.  Once a Participant  purchases shares under the Plan,
the timing of sales of those shares is determined  by the employee,  but remains
subject  at  all  times  to the  securities  laws  and  any  Company  securities
compliance policy in effect at any time.

(e)  Separability,  Validity.  In the event that any provision of the Plan,  the
Participation  Agreement or any agreement or document related to a Purchase Loan
is held to be invalid, void or unenforceable,  the same shall not affect, in any
respect   whatsoever,   the  validity  of  any  other  provision  of  the  Plan,
Participation  Agreement  or aspect of any  agreement  or document  related to a
Purchase Loan.

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(f) Withholding  Tax. The Company shall withhold from all benefits due under the
Plan  an  amount  sufficient  to  satisfy  any  federal,  state  and  local  tax
withholding requirements, if any.

(g)  Applicable  Law. The Plan and any related  Agreements  shall be governed in
accordance  with  the  laws of the  State  of  Delaware  without  regard  to the
application  of the conflicts of law provisions  thereof.  The obligation of the
Company  with  respect to the grant and  exercise  of Purchase  Awards  shall be
subject to all applicable  laws, rules and regulations and such approvals by any
governmental  agencies as may be required,  including,  without limitation,  the
effectiveness of any registration statement required under the Securities Act of
1933, as amended,  and the rules and  regulations of any securities  exchange on
which the Common Stock may be listed.

(h) Inurement of Rights and  Obligations.  The rights and obligations  under the
Plan and any  related  Agreements  shall  inure to the  benefit of, and shall be
binding upon, the Company,  its successors and assigns, and the Participants and
their beneficiaries.

(i) Notice.  All notices and other  communications  required or  permitted to be
given  under this Plan shall be in writing and shall be deemed to have been duly
given if  delivered  personally  or mailed  first  class,  postage  prepaid,  as
follows:  (A)  if to the  Company--at  its  principal  business  address  to the
attention of the Secretary;  (B) if to any  Participant--at  the last address of
the  Participant   known  to  the  sender  at  the  time  the  notice  or  other
communication is sent.

 (j) Exclusion from Pension and Other Benefit Plan Computation. By exercise of a
Purchase  Award,  each  Participant  shall be  deemed to have  agreed  that such
Purchase Award, as applicable,  is special incentive  compensation that will not
be taken  into  account,  in any  manner,  as salary,  compensation  or bonus in
determining  the amount of any payment  under any pension,  retirement  or other
employee  benefit  plan of the  Company  or any of its  Subsidiaries;  provided,
however,  that the amount of any elective reduction or deduction in compensation
used to pay the Total Purchase  Price for any exercised  Purchase Award shall be
includible  for purposes of any such plan to the same extent that it would be in
the  absence of such  election.  In  addition,  each  beneficiary  of a deceased
Participant  shall be deemed to have  agreed that such  Purchase  Award will not
affect  the  amount of any life  insurance  coverage,  if any,  provided  by the
Company  or any of its  Subsidiaries  on the  life of the  Participant  which is
payable to such beneficiary under any life insurance plan covering  employees of
the Company or any of its Subsidiaries;  provided,  however,  that the amount of
any  elective  reduction  or  deduction  in  compensation  used to pay the Total
Purchase Price for any exercised Purchase Award shall be includible for purposes
of any such  plan to the same  extent  that it would be in the  absence  of such
election.