EXHIBIT 3.1a
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 ere
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, Delaware General Corporation Law permits companies incorporated under the laws of the
State of Delaware, such as this Company, to include in either their certificates of
incorporation or their
by-laws, provisions that permit and, in some cases, may require, a
company to indemnify persons against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement by reason of the fact that the person is or was a director,
officer, employee or agent of
the company; and
WHEREAS, the relocation of
the Company’s indemnification provisions would permit the Board of
Directors to efficiently revise
the Company’s indemnification provisions to reflect changes in
the law and court decisions.
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. Following said
approval, Article Fourteenth was deleted from the
Certificate of Incorporation and inserted in the
by-laws of
the Company.
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, Secretary and General Counsel, and attested by its
Assistant Secretary this 14th day of May, 1998.
