EXHIBIT 3.1a
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 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, Article Fourteenth of the Company’s Certificate of Incorporation includes such provisions; and
WHEREAS, any amendment to the Company’s Certificate of Incorporation requires a solicitation of
stockholders for their approval, which can be time consuming and costly to 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.
RESOLVED, that subject to the approval of the shareholders at the next annual meeting, the Certificate of
Incorporation shall be amended to permit the relocation of the Company’s indemnification provisions to the
by-laws.
SECOND : That thereafter, pursuant to a resolution of its Board of Directors, the annual meeting of the
stockholders of said corporation was duly