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                                                                    EXHIBIT 4(g)


                              CERTIFICATE OF TRUST

                                       OF

                            CNA FINANCIAL CAPITAL II

          This Certificate of Trust of CNA Financial Capital II (the "Trust"),
dated December 23, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. Section 3801 et seq.).

          1.  Name.  The name of the business trust being formed hereby is CNA 
Financial Capital II.

          2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are First
Chicago Delaware, Inc., 300 King Street, Wilmington, Delaware, 19801.


          IN WITNESS WHEREOF, the undersigned, constituting all of the trustees
of the Trust, have executed this Certificate of Trust as of the date first above
written.


                                               THE FIRST NATIONAL BANK OF
                                               CHICAGO, as Trustee

                                               By:  /s/ Steven M. Wagner        
                                                  ------------------------------
                                               Name: Steven M. Wagner
                                               Title: First Vice President

                                               FIRST CHICAGO DELAWARE, INC., as
                                               Trustee

                                               By:  /s/ Steven M. Wagner        
                                                  ------------------------------
                                               Name: Steven M. Wagner
                                               Title: First Vice President


                                               Pamela S. Dempsey, as Trustee

                                               By:  /s/ Pamela S. Dempsey       
                                                  ------------------------------

                                               Donald P. Lofe, Jr., as Trustee

                                               By:  /s/ Donald P. Lofe, Jr.     
                                                  ------------------------------