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