S-3

As filed with the Securities and Exchange Commission on August 15, 2005

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CNA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	6331	36-6169860
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial classification code number)	(I.R.S. Employer Identification No.)

CNA Center

Chicago, Illinois 60685

(312) 822-5000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

Jonathan D. Kantor

Executive Vice President, General Counsel and Secretary

CNA Financial Corporation

CNA Center

Chicago, Illinois 60685

(312) 822-5000

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Philip J. Niehoff

Mayer, Brown, Rowe & Maw LLP

190 South LaSalle Street

Chicago, Illinois 60603

(312) 701-7843

      Approximate date of commencement of proposed sale to the public: From time to time after the registration statement becomes effective.

      If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:     o

      If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:     þ

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:     o

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:     o

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box:     o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering	Aggregate	Registration
Securities to be Registered	Registered(1)(2)	Price per Unit(3)	Offering Price	Fee
Securities of CNA Financial Corporation:
Senior debt securities
Subordinated debt securities
Subordinated junior debt securities
Preferred stock, no par value
Depositary shares
Common stock, $2.50 par value per share
Warrants
Stock purchase contracts
Stock purchase units
Preferred securities of CNA Financial Capital I
Preferred securities of CNA Financial Capital II
Preferred securities of CNA Financial Capital III
Guarantees of preferred securities of CNA Financial Capital I, CNA Financial Capital II and CNA Financial Capital III by CNA Financial Corporation(4)
Total	$1,500,000,000	100%	$1,500,000,000	$176,550

(1)	Such indeterminate number or amount of debt securities, preferred stock, depositary shares, common stock, warrants, stock purchase contracts and stock purchase units of CNA Financial Corporation and preferred securities of CNA Financial Capital I, CNA Financial Capital II and CNA Financial Capital III as may from time to time be issued at indeterminate prices. Junior debt securities may be issued by CNA Financial Corporation and sold to CNA Financial Capital I, CNA Financial Capital II and CNA Financial Capital III, in which event such junior debt securities may later be distributed to the holders of preferred securities upon a dissolution of CNA Financial Capital I, CNA Financial Capital II and CNA Financial Capital III and the distribution of the assets thereof.
(2)	Such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in an aggregate initial offering price for all securities of $1,500,000,000. In addition, this registration statement includes such presently indeterminate number of securities as may be issuable from time to time upon conversion or exchange of the securities being registered hereunder.
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended, and exclusive of accrued interest and dividends, if any.
(4)	CNA Financial Corporation is also registering under this registration statement all other obligations that it may have with respect to preferred securities issued by CNA Financial Capital I, CNA Financial Capital II and CNA Financial Capital III. No separate consideration will be received for any guarantee or any other such obligations.

      The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CNA Financial Corporation

Table of Additional Registrants

	State of		Primary Standard
	Incorporation/		Industrial Classification		IRS Employer
Name	Formation		Code Number		Identification No.
CNA Financial Capital I		Delaware		6331		To be applied for.
CNA Financial Capital II		Delaware		6331		To be applied for.
CNA Financial Capital III		Delaware		6331		To be applied for.

      The address, including zip code, of the principal offices of the additional registrants listed above is: c/o CNA Financial Corporation, CNA Center, Chicago, Illinois 60685 and the telephone number, including area code, of such additional registrants at that address is (312) 822-5000.

The information in this preliminary prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED AUGUST 15, 2005

PROSPECTUS

$1,500,000,000

CNA Financial Corporation

Senior Debt Securities

Subordinated Debt Securities

Subordinated Junior Debt Securities

Preferred Stock

Depositary Shares

Common Stock

Warrants

Purchase Contracts

Purchase Units

        Our common stock is listed on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange, and traded on the Philadelphia Stock Exchange, under the trading symbol “CNA.”

CNA Financial Capital I

CNA Financial Capital II

CNA Financial Capital III

Preferred Securities fully and unconditionally

guaranteed, as described herein, by

CNA Financial Corporation

             We will provide specific terms of these securities in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. This prospectus may not be used to sell these securities without a supplement.

      Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                    .

TABLE OF CONTENTS

	Page
About This Prospectus		3
Where You Can Find More Information		3
The CNA Companies		4
The CNA Capital Trusts		5
Use of Proceeds		6
Securities to be Offered		6
Description of Debt Securities		7
Description of Junior Debt Securities		17
Description of Common Stock		26
Description of Preferred Stock		27
Description of Depositary Shares		29
Description of Warrants		32
Description of Preferred Securities		33
Description of Guarantees		44
Description of Purchase Contracts and Purchase Units		46
Relationship Among the Preferred Securities, the Corresponding Junior Debt Securities and the Guarantees		46
Plan of Distribution		48
Validity of Securities		49
Experts		49
Form of Subordinated Indenture
Form of Junior Subordinated Indenture
Certificate of Amendment
Amended and Restated Trust Agreement
Certificate of Amendment
Amended and Restated Trust Agreement
Certificate of Amendment
Amended and Restated Trust Agreement
Form of Second Amended and Restated Trust Agreement
Form of Guarantee Agreement
Consent
Form T-1
Form T-1
Form T-1

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ABOUT THIS PROSPECTUS

      This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a “shelf” registration process. Under this shelf process, we may sell from time to time up to $1,500,000,000 of the securities described in this prospectus, in any combination. This prospectus provides a general description of the securities that we may offer. Each time we offer any of the types of securities described herein, we will prepare and distribute a prospectus supplement that will contain a description of the specific terms of the securities being offered and of the offering. The prospectus supplement may also supplement the information contained in this prospectus. You should read both this prospectus and the applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information,” before purchasing any securities.

      You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. “Incorporated by reference” means that we can disclose important information to you by referring you to another document filed separately with the Securities and Exchange Commission. We have not authorized any other person to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not making, nor will we make, an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should assume that information appearing in this prospectus and any supplement to this prospectus is current only as of the dates on their covers. Our business, financial condition, results of operations and prospects may have changed since that date.

      Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to:

•  “CNAF,” “we,” “us,” “our” and similar references mean CNA Financial Corporation;

•  the “CNA Companies” and the “Company” mean CNA Financial Corporation and its subsidiaries; and

•  the “CNA Capital Trusts” mean CNA Financial Capital I, CNA Financial Capital II and CNA Financial Capital III.

WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the Securities and Exchange Commission’s web site at http://www.sec.gov. You may also read and copy any document we file at the Securities and Exchange Commission’s public reference room at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. You can call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference room.

      Our common stock is listed on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange. You also can find copies of our Securities and Exchange Commission filings at the offices of these stock exchanges at the addresses listed below:

•  New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005;

•  Chicago Stock Exchange, Inc., 440 South LaSalle Street, Chicago, Illinois 60603; and

•  Pacific Exchange, Inc., 301 Pine Street, San Francisco, California 94104.

      The Securities and Exchange Commission allows us to disclose certain information to you in this prospectus by referring you to documents previously filed with the Securities and Exchange Commission that includes such information. This process is generally referred to as “incorporating by reference.” The information incorporated by reference is an important part of this prospectus, and information that we file later with the Securities and Exchange Commission will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the Securities and

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Exchange Commission under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until this offering is terminated.

•  Our annual report on Form 10-K/ A for the year ended December 31, 2004;

•  Our quarterly report on Form 10-Q for the quarter ended March 31, 2005;

•  Our quarterly report on Form 10-Q for the quarter ended June 30, 2005;

•  Our current reports on Form 8-K dated February 9, 2005 (filed on February 14, 2005), dated April 27, 2005 (filed on May 3, 2005), dated April 29, 2005 (filed on May 2, 2005), dated May 17, 2005 (filed on May 20, 2005) and dated July 28, 2005 (filed on July 28, 2005); and

•  The description of our common stock contained in the registration statement on Form S-3 (File No. 33-35250) filed on June 6, 1990.

      You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

Office of the General Counsel

CNA Financial Corporation

CNA Center

Chicago, Illinois 60685

(312) 822-5000

      We have not included, or incorporated by reference, separate financial statements of any of the CNA Capital Trusts. The CNA Capital Trusts have no operating history or independent operations. The sole purposes of the CNA Capital Trusts will be to issue common and preferred securities and to use the proceeds to purchase junior subordinated debt securities from us. We will own all of the common securities of the CNA Capital Trusts and we will fully guarantee all of the obligations of the CNA Capital Trusts. Because of these factors, we do not believe that separate financial statements for the CNA Capital Trusts would be helpful to you in considering an investment in any of the securities offered pursuant to this prospectus.

      You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different or additional information. We are not making an offer of these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

THE CNA COMPANIES

      We are a global insurance organization serving businesses and individuals with a broad range of commercial property and casualty insurance products and insurance-related services. We are primarily focused on small and mid-size businesses, and architects, engineers, lawyers, healthcare professionals, financial intermediaries and corporate directors and officers. In 2004, we wrote approximately $8 billion of annual net premiums. In 2003, we wrote more than $9 billion of annual net premiums, making our company the country’s seventh largest commercial insurance writer and the 14^th largest property casualty company. Our common stock is listed on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange and also trades on the Philadelphia Stock Exchange. The trading symbol for our common stock is “CNA.” As of December 31, 2004, Loews Corporation owned approximately 91% of our outstanding common stock and 100% of our Series H preferred stock.

      CNAF was incorporated as a Delaware corporation in 1967. Our principal subsidiaries are The Continental Corporation, incorporated in 1968, which is the holding company of Continental Casualty Company, incorporated in 1897. Principal subsidiaries of Continental Casualty Company are Continental Assurance Company, incorporated in 1911, and The Continental Insurance Company, incorporated in 1853.

      The principal business of the CNA Companies is insurance. Continental Casualty Company, The Continental Insurance Company and each of their property and casualty insurance affiliates generally conduct

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the property and casualty insurance operations of the CNA Companies. Our life and group insurance operations, which have either been sold or are being managed as a run-off operation, are conducted by Continental Casualty Company and Continental Assurance Company. The principal market for insurance products offered by the CNA Companies is the United States.

THE CNA CAPITAL TRUSTS

      Each CNA Capital Trust is a statutory business trust formed under Delaware law pursuant to (i) a trust agreement executed by us, as sponsor of the CNA Capital Trust, and a Delaware trustee for that CNA Capital Trust and (ii) the filing of a certificate of trust with the Delaware Secretary of State. Each trust agreement has been amended and restated in its entirety, and is filed as an exhibit to the registration statement of which this prospectus forms a part. Each trust agreement has been qualified as an indenture under the Trust Indenture Act of 1939. Each CNA Capital Trust exists for the exclusive purposes of (i) issuing and selling its common and preferred securities, (ii) using the proceeds from the sale of its securities to acquire a series of junior debt securities that we issue, and (iii) engaging in other related activities.

      We will own all of the common securities of each CNA Capital Trust. The common securities of a CNA Capital Trust will rank equal to, and payments will be made thereon in the same proportion, as the preferred securities of such CNA Capital Trust, except that upon the occurrence and continuance of an event of default under a trust agreement resulting from an event of default under the indenture with respect to the junior debt securities, hereafter referred to as a “junior debt related event of default,” our rights as holder of the common securities to payment in respect of distributions and payments upon liquidation, redemption or otherwise will be subordinated to the rights of the holders of the preferred securities of such CNA Capital Trust. We will acquire common securities in an aggregate liquidation amount equal to not less than 3% of the total capital of each CNA Capital Trust.

      Unless otherwise specified in the applicable prospectus supplement, each CNA Capital Trust has a term of approximately 55 years, but may terminate earlier as provided in the applicable Trust Agreement. Each CNA Capital Trust’s business and affairs are conducted by its trustees, each appointed by us, as holder of the common securities. Unless otherwise specified in the applicable prospectus supplement, the trustees for each CNA Capital Trust will be J. P. Morgan Trust Company, National Association, as the property trustee, Chase Bank USA, National Association, as the Delaware trustee, and two individual trustees, as the administrative trustees, who are employees or officers of or affiliated with the CNA Companies. The property trustee, the Delaware trustee and the administrative trustees are collectively referred to in this prospectus as the “issuer trustees.” J. P. Morgan Trust Company, National Association, as property trustee, will act as sole indenture trustee under each trust agreement for purposes of compliance with the Trust Indenture Act of 1939. J. P. Morgan Trust Company will also act as trustee under the guarantees and the junior debt indenture. The holder of the common securities of a CNA Capital Trust, or the holders of a majority in liquidation amount of the related preferred securities if an event of default in respect of the trust agreement for such CNA Capital Trust has occurred and is continuing, will be entitled to appoint, remove or replace the property trustee and/or the Delaware trustee for such CNA Capital Trust. In no event will the holders of the preferred securities have the right to vote to appoint, remove or replace the administrative trustees; such voting rights are vested exclusively in the holder of the common securities. The duties and obligations of each issuer trustee are governed by the applicable trust agreement. We will pay all fees and expenses related to each CNA Capital Trust and the offering of the preferred securities and will pay, directly or indirectly, all ongoing costs, expenses and liabilities of each CNA Capital Trust.

      The principal executive office of each CNA Capital Trust is CNA Center, Chicago, Illinois 60685 and its telephone number is (312) 822-5000.

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USE OF PROCEEDS

      Except as otherwise described in the applicable prospectus supplement, the net proceeds from the sale of the securities offered pursuant to this prospectus will be added to our general funds and used for general corporate purposes, which may include, but are not limited to, prepayment of other debt and capital contributions to our subsidiaries to support such subsidiaries’ operations. Each CNA Capital Trust will use all proceeds received from the sale of its preferred securities to purchase our junior debt securities.

SECURITIES TO BE OFFERED

Securities to be offered by CNAF

      We may offer and sell from time to time under this prospectus:

      (1) our unsecured senior debt securities;

      (2) our unsecured subordinated debt securities, which together with the senior debt securities are collectively referred to in this prospectus as the “debt securities;”

      (3) our junior debt securities;

      (4) shares of our common stock, par value $2.50 per share;

      (5) shares of our preferred stock, no par value, which may be represented by depositary shares;

      (6) warrants to purchase our debt securities, junior debt securities, common stock, preferred stock or depositary shares;

      (7) purchase contracts to purchase any of our debt securities, junior debt securities, common stock, preferred stock, depositary shares, warrants or preferred securities of the CNA Capital Trusts, which are collectively referred to in this prospectus as the “purchase contract securities;” and

      (8) purchase units, each representing ownership of a purchase contract and any of (x) our debt securities or junior debt securities, (y) debt obligations of third parties, including treasury bonds and similar obligations of the United States and/or (z) trust preferred securities, securing the holder’s obligations to purchase the applicable purchase contract securities under the purchase contract.

      We may offer to sell any of the securities in one or more separate classes or series, in amounts, at prices and on terms to be determined by market conditions at the time of sale and set forth in a prospectus supplement. The securities offered pursuant to this prospectus may be sold for U.S. dollars, foreign denominated currency or currency units. Similarly, the amounts payable by us as dividends, interest, principal or other distributions also may be payable in U.S. dollars, foreign denominated currency or currency units. Debt securities and junior debt securities may consist of debentures, notes or other evidences of indebtedness. We will describe all of these terms in the prospectus supplement relating to the applicable offering.

Securities to be offered by the CNA Capital Trusts

      Each of the CNA Capital Trusts may offer and sell, from time to time, its preferred securities. We will guarantee the obligation of the CNA Capital Trusts to pay (i) periodic cash distributions, (ii) liquidation amounts and (iii) redemption payments with respect to the preferred securities. EACH GUARANTEE WILL BE AN IRREVOCABLE GUARANTEE BY US ON A SUBORDINATED BASIS THAT THE RELATED CNA CAPITAL TRUST WILL PAY ITS OBLIGATIONS UNDER ITS PREFERRED SECURITIES TO THE EXTENT THAT SUCH RELATED CNA CAPITAL TRUST HAS SUFFICIENT FUNDS TO MAKE SUCH PAYMENTS. THE GUARANTEE IS NOT A GUARANTEE OF COLLECTION FROM US. The guarantee is subordinate to all our indebtedness (including any debt securities which may be issued pursuant to this prospectus), except for (i) our indebtedness that is expressly made junior to or equal with such guarantee, (ii) non-recourse indebtedness, (iii) our indebtedness to any of the other CNA Companies or to any of our employees, (iv) our liabilities for taxes, (v) trade debt incurred in

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the ordinary course of business and (vi) junior debt securities. In connection with the investment of the proceeds from the offering of preferred securities, CNA Capital Trusts will purchase junior debt securities that we issue in one or more series. The junior debt securities purchased by a CNA Capital Trust may be subsequently distributed pro rata to the holder of preferred securities and common securities of that CNA Capital Trust under certain circumstances.

      You should read the summaries below of the securities offered pursuant to this prospectus, as well as the description of the particular securities in any applicable prospectus supplement. For a further description of our common stock, you should refer to the description of our common stock that is incorporated by reference in this prospectus from our registration statement on Form S-3 (File No. 33-35250) filed on June 6, 1990.

DESCRIPTION OF THE DEBT SECURITIES

      The debt securities will consist of notes, debentures or other evidences of indebtedness. Debt securities may be issued from time to time in one or more series. The senior debt securities will be issued under an indenture, dated March 1, 1991, between us and J. P. Morgan Trust Company, National Association (formerly known as The First National Bank of Chicago), a national banking association, as trustee, as supplemented by a first supplemental indenture, dated as of October 15, 1993, and by a second supplemental indenture, dated as of December 15, 2004. The indenture, as supplemented, governing the senior debt securities is referred to in this prospectus as the “senior indenture.” The subordinated debt securities will be issued under an indenture between us and J. P. Morgan Trust Company, National Association, a national banking association, as trustee. The indenture governing the senior subordinated debt is referred to in this prospectus as the “subordinated indenture,” and the senior indenture and the subordinated indenture are sometimes referred to collectively as the “indentures” and individually as the “indenture.” J. P. Morgan Trust Company, National Association, in its capacity as trustee under either or both of the indentures is referred to hereinafter as the “trustee.”

      Each of the indentures has been qualified under the Trust Indenture Act of 1939 and is subject to that Act. Copies of the senior indenture and the form of the subordinated indenture are included as exhibits to the registration statement of which this prospectus forms a part. The following description summarizes the material terms of the indentures and the debt securities. Because it is only a summary, it does not contain all of the details found in the full text of the debt securities and the indentures, including the definitions of certain terms used in the description of the debt securities in this prospectus, and other terms that are made a part of the indentures by the Trust Indenture Act of 1939.

      The indentures are substantially identical except for provisions relating to subordination. Any debt securities offered by this prospectus and any accompanying prospectus supplement are referred to herein as the “offered debt securities.”

General

      The indentures do not limit the aggregate principal amount of debt securities that may be issued thereunder and provide that debt securities may be issued from time to time in one or more series and may be denominated and payable in U.S. dollars, foreign currencies or units based on or related to foreign currencies. We may sell offered debt securities at par, a premium or an original issue discount. Offered debt securities sold at an original issue discount may bear no interest or interest at a below market rate. The specific terms of a series of offered debt securities will be established in or pursuant to a resolution of our board of directors and/or in one or more supplemental indentures. Pursuant to the indentures, we can establish different rights with respect to each series of debt securities issued under the indentures.

      The applicable prospectus supplement will provide information for the following terms of the offered debt securities to the extent such terms are applicable to such offered debt securities:

•  the title of such offered debt securities and the particular series thereof;

•  any limit on the aggregate principal amount of such offered debt securities;

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•  whether such offered debt securities are to be issuable in registered form, referred to in this prospectus as “registered securities,” or bearer form, referred to in this prospectus as “bearer securities,” or both, whether any of such offered debt securities are to be issuable initially in temporary global form and whether any of such offered debt securities are to be issuable in permanent global form;

•  the price or prices (generally expressed as a percentage of the aggregate principal amount thereof) at which such offered debt securities will be issued;

•  the date or dates on which such offered debt securities will mature;

•  the interest rate or rates per annum for the offered debt securities, or the formula by which such interest rate or rates shall be determined for the offered debt securities, the dates from which any such interest on the offered debt securities will accrue and the circumstances, if any, under which we may reset such interest rate or interest rate formula;

•  the interest payment dates on which any such interest on such offered debt securities will be payable, the regular record date for any interest payable on such offered debt securities that are registered securities on any interest payment date, and the extent to which, or the manner in which any interest payable on a global security on an interest payment date will be paid if other than in the manner described below under “Global Securities;”

•  the person to whom interest on any registered security of such series will be payable, if other than the person in whose name such offered debt security (or one or more predecessor offered debt securities) is registered at the close of business on the regular record date for such payment, and the manner in which, or the person to whom, any interest on any bearer security of such series will be payable, if otherwise than upon presentation and surrender of the coupons thereto;

•  if other than the principal amount of such offered debt securities, the portion of the principal amount of such offered debt securities which shall be payable upon declaration of acceleration of the maturity thereof or provable in bankruptcy;

•  any mandatory or optional sinking fund or analogous provisions;

•  each office or agency where, subject to the terms of the applicable indenture as described below under “Payments and Paying Agents,” the principal of any interest on such offered debt securities will be payable and each office or agency where, subject to the terms of the applicable indenture as described below under “Denominations, Registration and Transfer,” such offered debt securities may be presented for registration of transfer or exchange;

•  the date, if any, after which and the price or prices at which, such offered debt securities may be redeemed, pursuant to any optional or mandatory redemption provisions, in whole or in part, and the other detailed terms and provisions of any such optional or mandatory redemption provisions;

•  the denominations in which such offered debt securities which are registered securities will be issuable, if other than denominations of U.S. $1,000 and any integral multiple thereof, and the denomination in which such offered debt securities which are bearer securities will be issuable, if other than denominations of U.S. $5,000;

•  the currency or currencies of payment of principal of and any premium and interest on such offered debt securities;

•  any index used to determine the amount of payments of principal or any interest on such debt securities different from those described herein;

•  the application, if any, of any restrictive covenants or events of default that are in addition to or different from those described herein;

•  the form of such offered debt security; and

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•  any other terms and provisions of such offered debt securities not inconsistent with the terms and provisions of the applicable indenture, including without limitations any restrictive covenants which may be applicable to us for the benefit of the holders of such offered debt securities.

Any such prospectus supplement will also describe any special provisions for the payment of additional amounts with respect to such offered debt securities. Offered debt securities of any series may be issued in one or more tranches as described in the applicable prospectus supplement.

      If the purchase price of any of the offered debt securities is payable in a foreign currency or currencies or foreign currency unit or units or if the principal of and any premium and interest on any series of debt securities are payable in a foreign currency or currencies or foreign currency unit or units, the restrictions, elections, general tax considerations, specific terms and other information with respect to such issue of debt securities and such foreign currency or currencies or foreign currency unit or units will be described in the applicable prospectus supplement.

Ranking and Subordination

Senior Debt Securities.

      The senior debt securities will rank equally with all of our other unsecured and unsubordinated indebtedness. As of December 31, 2004, we had approximately $2.0 billion aggregate principal amount of indebtedness for borrowed money which would rank pari passu with the senior debt securities. The senior indenture does not limit the amount of debt, either secured or unsecured, that we may issue under the senior indenture or otherwise. In addition, our subsidiaries had approximately $228.7 million of indebtedness outstanding.

Subordinated Debt Securities.

      Indebtedness evidenced by the subordinated debt securities will be subordinated in right of payment, as set forth in the subordinated indenture, to the prior payment in full of all our existing and future senior indebtedness. Senior indebtedness is defined in the subordinated indenture as the principal of and interest on (including any interest that accrues after or would have accrued but for the filing of a petition initiating any proceeding pursuant to any bankruptcy law, regardless of whether such interest is allowed or permitted to the holder of such debt against our bankruptcy or any other insolvency estate in such proceeding) and other amounts due on or in connection with any debt incurred, assumed or guaranteed by us, whether outstanding on the date of the subordinated indenture or thereafter incurred, assumed or guaranteed, and all renewals, extensions and refunds of any such debt. Amounts outstanding under any senior debt securities will be included in senior indebtedness. Excluded from the definition of senior indebtedness are the following: (a) any debt which expressly provides (i) that such debt shall not be senior in right of payment to the subordinated debt securities, or (ii) that such debt shall be subordinated to any of our other debt, unless such debt expressly provides that such debt shall be senior in right of payment to the subordinated debt securities; and (b) any of our debt in respect of the subordinated debt securities. As of December 31, 2004, we had approximately $2.0 billion aggregate principal amount of indebtedness for borrowed money which would rank senior to the subordinated debt securities and no borrowings which would rank junior or equal with the subordinated debt securities.

      By reason of such subordination, in the event of dissolution, insolvency, bankruptcy or other similar proceedings, upon any distribution of assets, (i) the holders of subordinated debt securities will be required to pay over their share of such distribution to the holders of senior indebtedness until such senior indebtedness is paid in full; and (ii) our creditors who are not holders of subordinated debt securities or holders of senior indebtedness may recover less, ratably, than holders of senior indebtedness and may recover more, ratably, than the holders of subordinated debt securities.

      In the event that the subordinated debt securities are declared due and payable prior to their stated maturity by reason of the occurrence of an event of default, we are obligated to notify holders of senior indebtedness promptly of such acceleration. We may not pay the subordinated debt securities until 179 days

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have passed after such acceleration occurs and may thereafter pay the subordinated debt securities if the terms of the subordinated indenture otherwise permit payment at that time.

      No payment of the principal, issue price plus accrued original issue discount (if any), redemption price, interest, if any, or any other amount payable with respect to any subordinated debt security may be made, nor may we acquire any subordinated debt securities except as described in the subordinated indenture, if any default with respect to senior indebtedness occurs and is continuing that permits the acceleration of the maturity of the senior indebtedness and either such default is the subject of judicial proceedings or we receive notice of the default, unless

•  179 days pass after notice of the default is given and such default is not then the subject of judicial proceedings or the default with respect to the senior indebtedness is cured or waived; and

•  the terms of the subordinated indenture otherwise permit the payment or acquisition of the subordinated debt securities at that time.

Denominations, Registration and Transfer

      The offered debt securities will be issuable as registered securities, bearer securities or both. Offered debt securities may be issuable in the form of one or more global securities, as described below under “Global Securities.” Unless otherwise provided in the applicable prospectus supplement, registered securities denominated in U.S. dollars will be issued only in denominations of $1,000 or any integral multiple thereof and bearer securities denominated in U.S. dollars will be issued only in denominations of $5,000 with coupons attached. A global security will be issued in a denomination equal to the aggregate principal amount of outstanding offered debt securities represented by such global security. The prospectus supplement relating to offered debt securities denominated in a foreign or composite currency will specify the denominations for these offered debt securities.

      In connection with its original issuance, no bearer security shall be mailed or otherwise delivered to any location in the United States (as defined below under “Limitations on Issuance of Bearer Securities”) and a bearer security may be delivered in connection with its original issuance only if the person entitled to receive such bearer security furnishes written certification, in the form required by the applicable indenture, to the effect that such bearer security is not being acquired by or on behalf of a United States person (as defined below under “Limitations on Issuance of Bearer Securities”), or, if a beneficial interest in such bearer security is being acquired by or on behalf of a United States person, that such United States person is a financial institution (as defined in Treasury Regulation Section 1.165-12(c)(1)(v)) that is purchasing for its own account or for the account of a customer and which agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and the regulations thereunder.

      Registered securities of any series will be exchangeable for other registered securities of the same series and of a like aggregate principal amount and tenor of different authorized denominations. In addition, if offered debt securities of any series are issuable as both registered securities and as bearer securities, at the option of the holder upon request confirmed in writing, and subject to the terms of the applicable indenture, bearer securities (with all unmatured coupons, except as provided below, and all matured coupons in default attached) of such series will be exchangeable for registered securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor. Unless otherwise indicated in an applicable prospectus supplement, any bearer security surrendered in exchange for a registered security between a record date and the relevant date for payment of interest shall be surrendered without the coupon relating to such date for payment of interest attached and interest will not be payable in respect of the registered security issued in exchange for such bearer security, but will be payable only to the holder of such coupon when due in accordance with the terms of the applicable indenture. Except as provided in an applicable prospectus supplement, bearer securities will not be issued in exchange for registered securities.

      Offered debt securities may be presented for exchange as provided above, and registered securities (other than a global security) may be presented for registration of transfer (with the form of transfer duly executed),

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at the office of the security registrar we designate or at the office of any transfer agent we designate for such purpose with respect to any series of offered debt securities and referred to in an applicable prospectus supplement, without service charge and upon payment of any taxes and other governmental charges as described in the applicable indenture. Such transfer or exchange will be made when the security registrar or such transfer agent, as the case may be, is satisfied with the documents of title and identity of the person making the request. We have initially appointed the trustee as the security registrar under the indentures. If a prospectus supplement refers to any transfer agent, in addition to the security registrar, we initially designate with respect to any series of offered debt securities, we may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts. Exceptions to the prior sentence will occur if offered debt securities of a series are issuable only as registered securities. We will be required to maintain a transfer agent in each place of payment for such series. Similarly, if offered debt securities of a series are issuable as bearer securities, then we will be required to maintain, in addition to the security registrar, a transfer agent in a place of payment for such series located outside the United States. We may at any time designate additional transfer agents with respect to any series of offered debt securities.

      In the event of any redemption, neither we nor the trustee shall be required to (i) issue, register the transfer of or exchange offered debt securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of offered debt securities of that series selected to be redeemed and ending at the close of business (a) if offered debt securities of the series are issuable only as registered securities, the day of mailing of the relevant notice of redemption, and (b) if offered debt securities of the series are issuable as bearer securities, the day of the first publication of the relevant notice of redemption or, if offered debt securities of that series are also issuable as registered securities and there is no publication, the mailing of the relevant notice of redemption; (ii) register the transfer of or exchange any registered security or portion thereof, called for redemption, except the unredeemed portion of any registered security being redeemed in part; or (iii) exchange any bearer security called for redemption, except to exchange such bearer security for a registered security of that series and like tenor which is immediately surrendered for redemption.

Payments and Paying Agents

      Unless otherwise indicated in an applicable prospectus supplement, payment of principal of and any interest on registered securities (other than a global security) will be made at the office of such paying agent or paying agents as we may designate from time to time, except that, at our option, payment of any interest may be made by check mailed to the address of the payee entitled thereto as such address shall appear in the security register. Unless otherwise indicated in an applicable prospectus supplement, payment of any installment of interest on registered securities will be made to the person in whose name such registered security is registered at the close of business on the regular record date for such interest payment.

      Unless otherwise indicated in an applicable prospectus supplement, payment of principal of and any premium and interest on bearer securities will be payable (subject to applicable laws and regulations) at the offices of such paying agent or paying agents as we may designate from time to time, except that, at our option, payment of any interest may be made by check mailed to the address of the payee entitled thereto as such address shall appear in the security register. Unless otherwise indicated in an applicable prospectus supplement, payment of any installment of interest on registered securities will be made to the person in whose name such registered security is registered at the close of business on the regular record date for such interest payment.

      Unless otherwise indicated in an applicable prospectus supplement, payment of principal of and any premium and interest on bearer securities will be payable (subject to applicable laws and regulations) at the offices of such paying agent or paying agents outside the United States as we may designate from time to time, except that, at our option, payment of any interest may be made by check or by wire transfer to an account maintained by the payee outside the United States. Unless otherwise indicated in an applicable prospectus supplement, payment of interest on bearer securities on any interest payment date will be made only against surrender of the coupon relating to such interest payment date. No payment with respect to any bearer security will be made at any of our offices or agencies in the United States or by check mailed to any address

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in the United States or by wire transfer to an account maintained in the United States. Payments will not be made in respect of bearer securities or coupons relating to those bearer securities pursuant to presentation to us or our paying agents within the United States. Notwithstanding the foregoing, payment of principal of and any interest on bearer securities denominated and payable in U.S. dollars will be made at the office of our paying agent in the United States if, and only if, payment of the full amount thereof in U.S. dollars at all offices or agencies outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions and we have delivered to the trustee an opinion of counsel to that effect.

      Unless otherwise indicated in an applicable prospectus supplement, the principal office of the trustee in The City of New York will be designated as our sole paying agent for payments with respect to offered debt securities which are issuable solely as registered securities. Any paying agent outside the United States and any other paying agent in the United States that we initially designate for the offered debt securities will be named in the applicable prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that, if offered debt securities of a series are issuable only as registered securities, we will be required to maintain a paying agent in each place of payment of such series and, if offered debt securities of a series are issuable as bearer securities, we will be required to maintain (i) a paying agent in each place of payment for such series in the United States for payments with respect to any registered securities of such series (and for payments with respect to bearer securities of such series in the circumstances described above, but not otherwise), (ii) a paying agent in each place of payment located outside the United States where offered debt securities of such series and any coupons belonging thereto may be presented and surrendered for payment; provided that if the offered debt securities of such series are listed on The International Stock Exchange, the London Stock Exchange or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, we will maintain a paying agent in London or Luxembourg or any other required city located outside the United States, as the case may be, for offered debt securities of such series, and (iii) a paying agent in each place of payment located outside the United States where (subject to applicable laws and regulations) registered securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon us may be served.

      All monies we pay to a paying agent for the payment of principal of and any interest on any offered debt securities that remains unclaimed for at least two years after such principal, premium, if any, or interest has become due and the payable will be repaid, at our request, to us. After this repayment, the holder of such offered debt security or any coupon relating thereto will look only to us for payment thereof.

Global Securities

      The offered debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement relating to such series. Global securities may be issued only in fully registered form and may be issued in either temporary or permanent form. Unless and until it is exchanged in whole or in part for the individual offered debt securities represented thereby, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by the depositary or any nominee of such depositary to a successor depositary or any nominee of such successor.

      The specific terms of the depositary arrangement with respect to a series of offered debt securities will be described in the prospectus supplement relating to such series. We anticipate that the following provisions will generally apply to depositary arrangements.

      Upon the issuance of a global security, the depositary for such global security or its nominee will credit on its book-entry registration and transfer system the respective principal amounts of the individual offered debt securities represented by such global security to the accounts of persons that have accounts with such depositary, who are referred to as “participants.” Such accounts shall be designated by the underwriters, dealers or agents with respect to such offered debt securities or by us if such offered debt securities are offered

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and sold directly by us. Ownership of beneficial interests in a global security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in such global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable depositary or its nominee (with respect to interests of participants) and records of participants (with respect to interests of persons who hold through participants). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, pledge or transfer beneficial interest in a global security.

      So long as the depositary for a global security or its nominee is the registered owner of such global security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the offered debt securities represented by such global security for all purposes under the applicable indenture. Except as provided below, owners of beneficial interests in a global security will not be entitled to have any of the individual offered debt securities of the series represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of any such offered debt securities of such series in definitive form and will not be considered the owners or holders thereof under the applicable indenture.

      Payments of principal of and any premium and any interest on individual offered debt securities represented by a global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the global security representing such offered debt securities. None of us, the trustee, any paying agent or the security registrar for such offered debt securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global security for such offered debt securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

      We expect that the depositary for a series of offered debt securities or its nominee, upon receipt of any payment of principal, premium or interest in respect of a permanent global security representing any of such offered debt securities, immediately will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interest in the principal amount of such global security for such offered debt securities as shown on the records of such depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in such global security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts in bearer form or registered in “street name.” Such payments will be the responsibility of such participants.

      If a depositary for a series of offered debt securities is at any time unwilling, unable or ineligible to continue as depositary and we do not appoint a successor depositary within 90 days, we will issue individual offered debt securities of such series in exchange for the global security representing such series of offered debt securities. In addition, we may, at any time and in our sole discretion, subject to any limitations described in the prospectus supplement relating to such offered debt securities, determine not to have any offered debt securities of such series represented by one or more global securities and, in such event, will issue individual offered debt securities of such series in exchange for the global security or Securities representing such series of offered debt securities. Individual offered debt securities of such series so issued will be issued in denominations, unless we otherwise specify, of $1,000 and integral multiples thereof.

Limitations on Issuance of Bearer Securities

      In compliance with United States federal tax laws and regulations, bearer securities may not be offered, sold, resold or delivered in connection with their original issuance in the United States or to United States persons (each as defined below) other than to a qualifying foreign branch of a United States financial institution, and any underwriters, agents and dealers participating in the offering of offered debt securities must agree that they will not offer any bearer securities for sale or resale in the United States or to United States persons (other than a qualifying foreign branch of a United States financial institution) or deliver bearer securities within the United States. In addition, any such underwriters, agents and dealers must agree to send confirmations to each purchaser of a bearer security confirming that such purchaser represents that it is not a United States person or is a qualifying foreign branch of a United States financial institution

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and, if such person is a dealer, that it will send similar confirmations to purchasers from it. The term “qualifying foreign branch of a United States financial institution” means a branch located outside the United States of a United States securities clearing organization, bank or other financial institution listed under Treasury Regulation Section 1.165-12(c)(1)(v) that agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code and the regulations thereunder.

      Bearer securities and any coupons relating thereto will bear a legend substantially to the following effect: “Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.” Under Sections 165(j) and 1287(a) of the Internal Revenue Code, holders that are United States persons, with certain exceptions, will not be entitled to deduct any loss on bearer securities and must treat as ordinary income, any gain realized on the sale or other disposition (including the receipt of principal) of bearer securities.

      The term “United States person” means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or of any political subdivision thereof, an estate or, for taxable years beginning before January 1, 1997, a trust the income of which is subject to United States federal income taxation regardless of its source or, for taxable years beginning after December 31, 1996, a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. fiduciaries have the authority to control all substantial decisions of the trust. The term “United States” means the United States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction (including the Commonwealth of Puerto Rico).

Defeasance

      The indentures provide that we will be discharged from any and all obligations in respect of the debt securities of any series (except for certain obligations to register the transfer or exchange of debt securities of such series, to replace stolen, lost or mutilated debt securities of such series, to maintain paying agencies and to hold monies for payment in trust) upon the deposit with the trustee for such series of debt securities in trust of money and/or U.S. government obligations in an amount sufficient to pay the principal of and each installment of interest, if any, on the debt securities of such series on the maturity of such payments in accordance with the terms of the applicable indenture and the debt securities of such series. Such a trust may only be established if, among other things, we have delivered to such trustee an opinion of counsel (who may be our counsel) to the effect that (i) holders of the debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, and (ii) the debt securities of such series, if then listed on The New York Stock Exchange, will not be delisted as a result of such deposit, defeasance and discharge.

      The indentures provide that, if applicable, we may omit to comply with any additional restrictive covenants imposed on us in connection with the establishment of any series of debt securities and that clause (d) under “Events of Default” with respect to such restrictive covenants and clause (e) under “Events of Default” shall not be deemed to be an event of default under the applicable indenture and the debt securities of any series, upon the deposit with the trustee under the applicable indenture, in trust of money and/or U.S. government obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of, and each installment of interest, if any, on the debt securities of such series on the maturity of such payments in accordance with the terms of the applicable indenture and the debt securities of such series. Our obligations under the applicable indenture and debt securities of such series other than with respect to the covenants referred to above and the events of default other than the events of default referred to above shall remain in full force and effect. Such a trust may only be established if, among other things, we have delivered to the trustee an opinion of counsel (who may be our counsel) to the effect that (i) the holders of the debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit

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and defeasance of certain covenants and events of default and will be subject to federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such deposit and defeasance had not occurred, and (ii) the debt securities of such series, if then listed on The New York Stock Exchange, will not be delisted as a result of such deposit and defeasance.

      In the event we exercise our option to omit compliance with certain covenants of an indenture with respect to the debt securities of any series as described above and the debt securities of such series are declared due and payable because of the occurrence of any event of default other than an event of default described in clauses (d) or (e) under “Events of Default,” the amount of money and U.S. government obligations on deposit with the trustee will be sufficient to pay amounts due on the debt securities of such series at the time of the acceleration resulting from such event of default. However, we will remain liable for such payments.

      The term “U.S. government obligation” means direct noncallable obligations of, or noncallable obligations guaranteed by, the United States or an agency thereof for the payment of which guarantee or obligation, the full faith and credit of the United States is pledged.

Modification of the Indentures

      The indentures contain provisions permitting us and the trustee, with the consent of the holders of a majority of the principal amount of the debt securities of each series then outstanding under such indenture, to execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the applicable indenture or modifying the rights of the holders of the debt securities of such series, except that no such supplemental indenture may, among other things, (i) extend the final maturity of any debt securities, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, impair the right to institute suit for payment thereof or reduce any amount payable upon any redemption thereof without the consent of the holder of the debt security so affected, or (ii) reduce the aforesaid percentage of debt securities, the consent of the holders of which is required for any such supplemental indenture, without the consent of the holders of all outstanding debt securities. Our board of directors does not have the power to waive any of the covenants of the indentures including those relating to consolidation, merger or sale of assets.

Events of Default

      An event of default with respect to any series of debt securities is defined in the indentures as being:

•  a default by us for thirty (30) days in the payment of any installment of interest on the debt securities of such series;

•  a default by us in the payment of any principal on the debt securities of such series when due;

•  a default by us in the payment of any sinking fund installment with respect to such series of debt securities;

•  a default by us in the performance of any of the agreements in the applicable indenture contained therein for the benefit of the debt securities of such series which shall not have been remedied within a period of 60 days after receipt of written notice by us from the trustee for such series of debt securities or by us and such trustee from the holders of not less than 25% in principal amount of the offered debt securities of such series then outstanding;

•  with respect to any series of offered debt securities (unless otherwise specified in the accompanying prospectus supplement), the acceleration, or failure to pay at maturity, of any of our indebtedness for money borrowed exceeding $100,000,000 in principal amount, which acceleration is not rescinded or annulled or indebtedness paid within 15 days after the date on which written notice thereof shall have first been given to us as provided in the applicable indenture;

•  certain events with respect to our bankruptcy, insolvency or reorganization, with the occurrence of any such event being referred to in this prospectus as a “bankruptcy default;” or

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•  any other event of default established in accordance with the applicable indenture with respect to any series of debt securities.

No event of default (other than a bankruptcy default) with respect to a particular series of debt securities necessarily constitutes an event of default with respect to any other series of debt securities.

      The indentures provide that if an event of default with respect to any series of debt securities shall have occurred and is continuing, either the trustee with respect to the debt securities of that series or the holders of at least 25% in aggregate principal amount of debt securities of that series then outstanding may declare the principal amount (or, if the debt securities of that series were sold at an original issue discount, such portion of the principal amount as may be specified in the terms of that series) of all the debt securities of that series and interest, if any, accrued thereon to be due and payable immediately, but upon certain conditions such declaration may be annulled and past defaults (except, unless theretofore cured, a default in payment of principal of or interest on debt securities of that series) may be waived by the holders of a majority in principal amount of the debt securities of that series then outstanding.

      The indentures each contain a provision entitling the trustee with respect to any series of debt securities, subject to the duty of the trustee during default to act with the required standard of care, to be indemnified by the holders of debt securities of such series before proceeding to exercise any right or power under the applicable indenture at the request of the holders of such debt securities. The indentures also provide that the holders of a majority in principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee for such series of debt securities, or exercising any trust or power conferred on such trustee, with respect to the debt securities of such series. The indentures each contain a covenant that we will file annually with the trustee a certificate as to the absence of any default or specifying any default that exists.

      No holder of any debt security of any series will have any right to institute any proceeding with respect to the applicable indenture or for any remedy under such indenture, unless (i) such holder previously shall have given the trustee for such series of debt securities written notice of an event of default with respect to debt securities of that series and (ii) the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series shall have made written request, and offered reasonable indemnity, to such trustee to institute such proceeding as trustee, and such trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. However, any right of a holder of any debt security to receive payment of the principal of and any interest on such debt security on or after the due dates expressed in such debt security and to institute suit for the enforcement of any such payment on or after such dates shall not be impaired or affected without consent of such holder.

Consolidation, Merger and Sale of Assets

      We covenant that we will not merge or consolidate with any other corporation or sell or convey all or substantially all of our assets to any person, unless (i) either we shall be the continuing corporation, or the successor corporation or the person which acquires by sale or conveyance substantially all of our assets (if other than us) shall be a corporation organized under the laws of the United States or any state thereof and shall expressly assume the due and punctual payment of the principal of and interest on all the debt securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the applicable indenture to be performed or observed by us, by supplemental indenture satisfactory to the trustee, executed and delivered to the trustee by such corporation, and (ii) we or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenants or condition.

      Other than the covenants described above, or as set forth in any accompanying prospectus supplement, the indentures and the debt securities do not contain any covenants or other provisions designed to afford holders of the debt securities protection in the event of a takeover, recapitalization or highly leveraged transaction in which we are involved.

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No Personal Liability

      No past, present or future director, officer, employee or stockholder, as such, of ours or any successor of ours shall have any liability for any of our obligations under the debt securities or the indentures or for any claims based on, in respect of, or by reason of, such obligations or their creation. Each holder of debt securities by accepting such debt security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the debt securities.

The Trustee

      The trustee in its individual or any other capacity may become the owner or pledgee of debt securities and may otherwise deal with us or our affiliates with the same rights it would have if it were not the trustee provided it complies with the terms of the applicable indenture. The CNA Companies and the trustee may engage in normal and customary banking transactions from time to time.

DESCRIPTION OF JUNIOR DEBT SECURITIES

      The junior debt securities may be issued in one or more series under a junior subordinated indenture, between us and J. P. Morgan Trust Company, National Association, as trustee. The junior subordinated indenture is referred to in this prospectus as the “junior indenture” and J. P. Morgan Trust Company, National Association, in its capacity as trustee under the junior indenture, is referred to in this prospectus as the “junior indenture trustee.” The junior indenture has been qualified under the Trust Indenture Act of 1939 and is subject to that act. The form of the junior indenture is included as an exhibit to the registration statement of which this prospectus forms a part. The following description summarizes the material terms of the junior indenture and the junior debt securities. Because it is only a summary, it does not contain all of the details found in the full text of the junior debt securities and the junior indenture, including the definitions of certain terms used in the description of the junior debt securities in this prospectus, and those terms made a part of the junior indenture by the Trust Indenture Act of 1939.

General

      The junior indenture does not limit the aggregate principal amount of junior debt securities that may be issued thereunder and provides that junior debt securities may be issued from time to time in one or more series and may be denominated and payable in U.S. dollars, foreign currencies or units based on or related to foreign currencies. We may sell junior debt securities at par, a premium or a discount. As of December 31, 2004, we had approximately $2.0 billion aggregate principal amount of indebtedness for borrowed money which would rank senior to the junior debt securities, and no such indebtedness which is equal or junior to the junior debt securities.

      The junior debt securities will be issuable in one or more series pursuant to an indenture supplemental to the junior indenture or a resolution of our board of directors or a committee thereof.

      The applicable prospectus supplement will provide information for the following terms of the junior debt securities:

•  the title of the junior debt securities or series thereof;

•  any limit upon the aggregate principal amount of the junior debt securities;

•  the date or dates on which the principal of the junior debt securities is payable, referred to in this prospectus as the “stated maturity,” or the method of determination thereof;

•  the interest rate or rates, if any, for the junior debt securities, the dates on which any such interest shall be payable, our right, if any, to defer or extend an interest payment date, and the regular record date for any interest payable on any interest payment date or the method by which any of the foregoing shall be determined;

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•  the place or places where, subject to the terms of the junior indenture as described below under “Payment and Paying Agents,” the principal of and premium, if any, and interest on the junior debt securities will be payable and where, subject to the terms of the junior indenture as described below under “— Denominations, Registration and Transfer,” the junior debt securities may be presented for registration of transfer or exchange and the place or places where notices and demands to or upon us in respect of the junior debt securities and the junior indenture may be made, referred to in this prospectus as the “place of payment;”

•  our obligation or right, if any, to redeem, purchase or repay the junior debt securities and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which and the other terms and conditions upon which the junior debt securities shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;

•  the denominations in which any junior debt securities shall be issuable if other than denominations of $25 and any integral multiple thereof;

•  if other than in U.S. dollars, the currency or currencies (including currency unit or units) in which the principal of (and premium, if any) and interest, if any, on the junior debt securities shall be payable, or which the junior debt securities shall be denominated;

•  any additions, modifications or deletions in our events of default or covenants specified in the junior indenture with respect to the junior debt securities;

•  if other than the principal amount thereof, the portion of the principal amount of junior debt securities that shall be payable upon declaration of acceleration of the maturity thereof;

•  any additions or changes to the junior indenture with respect to a series of junior debt securities as shall be necessary to permit or facilitate the issuance of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

•  any index or indices used to determine the amount of payments of principal of and premium, if any, on the junior debt securities and the manner in which such amounts will be determined;

•  the terms and conditions relating to the issuance of a temporary global security representing all of the junior debt securities of such series and the exchange of such temporary global security for definitive junior debt securities of such series;

•  subject to the terms described under “— Global Junior Debt Securities,” whether the junior debt securities of the series shall be issued in whole or in part in the form of one or more global securities and, in such case, the depositary for such global securities, which depositary shall be a clearing agency registered under the Securities Exchange Act of 1934;

•  the appointment of any paying agent or paying agents;

•  the terms and conditions of any obligation or right of ours or a holder to convert or exchange the junior debt securities into other securities;

•  the form of the trust agreement and guarantee agreement, if applicable;

•  the relative degree, if any, to which such junior debt securities of the series shall be senior to or be subordinated to our other series of such junior debt securities or our other indebtedness in right of payment, whether such other series of junior debt securities or other indebtedness are outstanding or not; and

•  any other terms of the junior debt securities not inconsistent with the provisions of the junior indenture.

      If the purchase price of any of the junior debt securities is payable in a foreign currency or currencies or foreign currency unit or units or if the principal, premium, if any, and interest on any junior debt securities are payable in a foreign currency or currencies or currency unit or units, the restrictions, elections, general tax

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considerations, specific terms and other information with respect to such issue of junior debt securities and such foreign currency or currency units will be set forth in the applicable prospectus supplement.

Denominations, Registration and Transfer

      Unless otherwise specified in the applicable prospectus supplement, the junior debt securities will be issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. Junior debt securities of any series will be exchangeable for other junior debt securities of the same issue and series, of any authorized denominations, of a like aggregate principal amount, and bearing the same terms.

      Junior debt securities may be presented for exchange as provided above, and may be presented for registration of transfer (with the form of transfer endorsed thereon, or a satisfactory written instrument of transfer, duly executed), at the office of the appropriate securities registrar or at the office of any transfer agent we designate for such purpose with respect to any series of junior debt securities and referred to in the applicable prospectus supplement, without service charge and upon payment of any taxes and other governmental charges as described in the junior indenture. We will appoint the junior indenture trustee as securities registrar under the junior indenture. If the applicable prospectus supplement refers to any transfer agents (in addition to the securities registrar) we initially designate with respect to any series of junior debt securities, we may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, provided that we maintain a transfer agent in each place of payment for such series. We may at any time designate additional transfer agents with respect to any series of junior debt securities.

      In the event of any redemption, neither we nor the junior indenture trustee shall be required to (i) issue, register the transfer of or exchange junior debt securities of any series during a period beginning at the opening of business 15 days before the day of selection for redemption of junior debt securities of that series and ending at the close of business on the day of mailing of the relevant notice of redemption or (ii) transfer or exchange any junior debt securities so selected for redemption, except, in the case of any junior debt securities being redeemed in part, any portion thereof not to be redeemed.

Payment and Paying Agents

      Unless otherwise indicated in the applicable prospectus supplement, payment of principal of (and premium, if any) and any interest on junior debt securities will be made at the office of the junior indenture trustee in The City of New York or at the office of such paying agent or paying agents as we may designate from time to time in the applicable prospectus supplement, except that at our option payment of any interest may be made (i) except in the case of global junior debt securities, by check mailed to the address of the person entitled thereto as such address shall appear in the securities register or (ii) by transfer to an account maintained by the person entitled thereto as specified in the securities register, provided that proper transfer instructions have been received by the regular record date. Unless otherwise indicated in the applicable prospectus supplement, payment of any interest on junior debt securities will be made to the person in whose name such junior debt security is registered at the close of business on the Regular Record Date for such interest, except in the case of defaulted interest. We may at any time designate additional paying agents or rescind the designation of any paying agent; however we will at all times be required to maintain a paying agent in each place of payment for each series of junior debt securities.

      All monies we pay to the junior indenture trustee or any paying agent, or then held by us in trust, for the payment of the principal, premium, if any, or interest on any junior debt security that remains unclaimed for two years after such principal, premium, if any, or interest has become due and payable, at our request, will be repaid to us. After this repayment, the holder of such junior debt security will look only to us for payment thereof.

Global Junior Debt Securities

      The junior debt securities of a series may be issued in whole or in part in the form of one or more global junior debt securities that will be deposited with, or on behalf of, a depositary identified in the prospectus

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supplement relating to such series. global junior debt securities may be issued only in fully registered form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part for the individual junior debt securities represented thereby, a global junior debt security may not be transferred except as a whole by the depositary for such global junior debt security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by the depositary or any nominee to a successor depositary or any nominee of such successor.

      The specific terms of the depositary arrangement with respect to a series of junior debt securities will be described in the prospectus supplement relating to such series. We anticipate that the provisions described above under the heading “Description of Debt Securities-Global Securities” will generally apply to depositary arrangements with respect to the junior debt securities, as if the junior debt securities were “debt securities” as discussed in that section.

Option to Extend Interest Payment Date

      If provided in the applicable prospectus supplement, we shall have the right at any time and from time to time during the term of any series of junior debt securities to defer payment of interest for such number of consecutive interest payment periods as may be specified in the applicable prospectus supplement, each such period referred to in this prospectus as an “extension period,” subject to the terms, conditions and covenants, if any, specified in such prospectus supplement; provided that such extension period may not extend beyond the stated maturity of such series of junior debt securities.

Redemption

      Unless otherwise indicated in the applicable prospectus supplement, junior debt securities will not be subject to any sinking fund.

      Unless otherwise indicated in the applicable prospectus supplement, we may, at our option, redeem the junior debt securities of any series in whole at any time or in part from time to time. Except as otherwise specified in the applicable prospectus supplement, the redemption price for any junior debt security so redeemed shall equal any accrued and unpaid interest thereon to the redemption date, plus the principal amount thereof.

      Except as otherwise specified in the applicable prospectus supplement, if a tax event (as defined below) or an investment company event (as defined below) in respect of a series of junior debt securities shall occur and be continuing, we may, at our option, redeem such series of junior debt securities in whole (but not in part) at any time within 90 days of the occurrence of such tax event, or investment company event, at a redemption price equal to 100% of the principal amount of such junior debt securities then outstanding plus accrued and unpaid interest to the date fixed for redemption.

      “Tax event” means, with respect to a CNA Capital Trust, our and that CNA Capital Trust’s receipt of an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement, such determination or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement, determination or decision is announced on or after the date of original issuance of the applicable series of junior debt securities under the junior indenture, there is more than an insubstantial risk that (i) that such CNA Capital Trust is, or will be within 90 days of the date of the opinion of counsel, subject to United States federal income tax with respect to income received or accrued on the applicable junior debt securities, (ii) interest payable by us on such series of junior debt securities is not, or within 90 days of the date of such opinion will not be, deductible by us, in whole or in part, for United States federal income tax purposes, or (iii) such CNA Capital Trust is, or will be within 90 days of the date of such opinion, subject to more than the minimal amount of the taxes, duties or other government charges.

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      “Investment company event” means our and a CNA Capital Trust’s receipt of an opinion of counsel, experienced in such matters to the effect that, as a result of the occurrence of a change in law or regulation or a change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, that such CNA Capital Trust is or will be considered an “investment company” that is required to be registered under the Investment Company Act of 1940, which change becomes effective on or after the date of original issuance of the applicable series of junior debt securities.

      Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of junior debt securities to be redeemed at its registered address. Unless we default in payment of the redemption price, on and after the redemption date interest ceases to accrue on such junior debt securities or portions thereof called for redemption.

Modification of Junior Indenture

      From time to time we and the junior indenture trustee may, without the consent of the holders of any series of junior debt securities, amend, waive or supplement the junior indenture for specified purposes, including, among other things, curing ambiguities, defects or inconsistencies (provided that any such action does not materially adversely affect the interest of the holders of any series of junior debt securities or, in the case of junior debt securities issued to a CNA Capital Trust, referred to in this prospectus as “corresponding junior debt securities,” the holders of the preferred securities issued by such CNA Trust, referred to in this prospectus as “related preferred securities,” so long as they remain outstanding) and qualifying, or maintaining the qualification of, the junior indenture under the Trust Indenture Act of 1939. The junior indenture contains provisions permitting us and the junior indenture trustee, with the consent of the holders of a majority in principal amount of each outstanding series of junior debt securities affected, to modify the junior indenture in a manner affecting the rights of the holders of such series of the junior debt securities; provided, that no such modification may, without the consent of the holder of each outstanding junior debt security so affected, (i) change the stated maturity of any series of junior debt securities, or reduce the principal amount thereof, or reduce the rate (or change the manner of calculation of the rate) or extend the time of payment of interest thereon (except such extension as is contemplated hereby), (ii) change any of the redemption, conversion or exchange terms, (iii) reduce the percentage of principal amount of junior debt securities of any series, the holders of which are required to consent to any such modification of the junior indenture, (iv) modify the provisions relating to modifications, waivers of covenants or waivers of past default except under certain limited circumstances or (v) change any of the subordination provisions provided that, in the case of corresponding junior debt securities, so long as any of the related preferred securities remain outstanding, no such modification may be made without the prior consent of a majority in liquidation amount of such related preferred securities, or, in the case of the preceding provision, each holder of the related preferred securities, and no termination of the junior indenture may occur, and no waiver of any junior debt related event of default or compliance with any covenant under the junior indenture may be effective, without the prior consent of the holders of a majority of the aggregate liquidation amount of such related preferred securities unless and until the principal of the corresponding junior debt securities and all accrued and unpaid interest thereon have been paid in full and certain other conditions are satisfied.

      In addition, we and the junior indenture trustee may execute, without the consent of any holder of junior debt securities, any supplemental junior indenture for the purpose of creating any new series of junior debt securities.

Junior Debt Related Events of Default

      The junior indenture provides that any one or more of the following described events with respect to a series of junior debt securities that has occurred and is continuing constitutes a “junior debt related event of default” with respect to such series of junior debt securities:

•  failure for 30 days to pay any interest on such series of the junior debt securities, when due (subject to the deferral of any due date in the case of an extension period); or

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•  failure to pay any principal or premium on such series of junior debt securities when due whether at maturity, upon redemption by declaration or otherwise; or

•  failure to observe or perform in any material respect certain other covenants contained in the junior indenture for 90 days after written notice to us from the junior indenture trustee or the holders of at least 25% in aggregate outstanding principal amount of such series of outstanding junior debt securities; or

•  certain events with respect to our bankruptcy, insolvency or reorganization.

      The holders of a majority in aggregate outstanding principal amount of such series of junior debt securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the junior indenture trustee. The junior indenture trustee or the holders of not less than 25% in aggregate outstanding principal amount of such series of junior debt securities may declare the principal due and payable immediately upon a junior debt related event of default. In the case of corresponding junior debt securities, should the junior indenture trustee fail to make such declaration, the holders of at least 25% in aggregate liquidation amount of the related preferred securities shall have such right. The holders of a majority in aggregate outstanding principal amount of such series of junior debt securities may annul such declaration and waive the default if the default (other than the non-payment of the principal of such series of junior debt securities which has become due solely by such acceleration) has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the junior indenture trustee. In the case of corresponding junior debt securities, the holders of a majority in aggregate liquidation amount of the related preferred securities shall have such right.

      The holders of a majority in aggregate outstanding principal amount of the junior debt securities affected thereby may, on behalf of the holders of all the junior debt securities, waive any past default, except a default in the payment of principal, premium, if any, or interest (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the junior indenture trustee) or a default in respect of a covenant or provision which under the junior indenture cannot be modified or amended without the consent of the holder of each outstanding junior subordinated debt security. In the case of corresponding junior debt securities, the holders of a majority in aggregate liquidation amount of the related preferred securities shall have such right. We are required to file annually with the junior indenture trustee a certificate as to whether or not we are in compliance with all the conditions and covenants applicable to us under the junior indenture.

      In case a junior debt related event of default shall occur and be continuing as to a series of corresponding junior debt securities, the property trustee will have the right to declare the principal of and the interest on such corresponding junior debt securities, and any other amounts payable under the junior indenture, to be immediately due and payable and to enforce its other rights as a creditor with respect to such corresponding junior debt securities.

Enforcement of Certain Rights by Holders of Preferred Securities

      If a junior debt related event of default has occurred and is continuing and such event is attributable to our failure to pay interest or principal on the related junior debt securities on the date such interest or principal is otherwise payable, a holder of related preferred securities may institute a legal proceeding directly against us for enforcement of payment to such holder of the principal and premium, if any, of or interest on such related junior debt securities having a principal amount equal to the aggregate liquidation amount of the related preferred securities of such holder. Any such legal proceeding is referred to in this prospectus as a “direct action.” We may not amend the junior indenture to remove this right to bring a direct action without the consent of all holders of the related preferred securities. If such right is removed, the applicable Issue may become subject to the reporting obligations under the Securities Exchange Act of 1934. We shall have the right under the junior indenture to set-off any payment we make to such holder of preferred securities in connection with a direct action.

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      The holders of the preferred securities would not be able to exercise directly any remedies other than those described in the preceding paragraph available to the holders of the junior debt securities unless there shall have been an event of default under the trust agreement.

Consolidation, Merger, Sale of Assets and Other Transactions

      The junior indenture provides that we shall not consolidate with or merge into any other person or convey, transfer or lease our properties and assets as an entirety or substantially as an entirety to any person, and no person shall consolidate with or merge into us or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to us, unless (i) in case we consolidate with or merge into another person or convey, transfer or lease our properties and assets as an entirety or substantially as an entirety to any person, the successor person is organized under the laws of the United States or any state or the District of Columbia, and such successor person expressly assumes our obligations on the junior debt securities issued under the junior indenture; (ii) immediately after giving effect thereto, no junior debt related event of default, and no event which, after notice or lapse of time or both, would become a junior debt related event of default, shall have happened and be continuing; (iii) in the case of corresponding junior debt securities, such transaction is permitted under the related trust agreement and guarantee and does not give rise to any breach or violation of the related trust agreement or guarantee; and (iv) delivery of appropriate officers certificates and opinions of counsel go to the satisfaction of the above listed conditions.

      Other than the covenants described above, or as set forth in any accompanying prospectus supplement, the junior indenture and the junior debt securities do not contain any covenants or other provisions designed to afford holders of the junior debt securities protection in the event of a takeover, recapitalization or highly leveraged transaction in which we are involved.

Satisfaction and Discharge

      The junior indenture provides that when, among other things, all junior debt securities not previously delivered to the junior indenture trustee for cancellation (i) have become due and payable, (ii) will become due and payable at their stated maturity within one year or (iii) are to be called for redemption within one year, and we deposit or cause to be deposited with the junior indenture trustee trust funds, in trust, for the purpose and in an amount in the currency or currencies in which the junior debt securities are payable sufficient to pay and discharge the entire indebtedness on the junior debt securities not previously delivered to the junior indenture trustee for cancellation, for the principal, premium, if any, and interest, if any, to the date of the deposit or to the stated maturity, as the case may be, then the junior indenture will cease to be of further effect (except as to our obligations to pay all other sums due pursuant to the junior indenture and to provide the officers’ certificates and opinions of counsel described therein), and we will be deemed to have satisfied and discharged the junior indenture.

Conversion or Exchange

      If and to the extent indicated in the applicable prospectus supplement, the junior debt securities of any series may be convertible or exchangeable into preferred securities or other securities. The specific terms on which junior debt securities of any series may be so converted or exchanged will be set forth in the applicable prospectus supplement. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at our option, in which case the number of shares of preferred securities or other securities to be received by the holders of junior debt securities would be calculated as of a time and in the manner stated in the applicable prospectus supplement.

Subordination

      In the junior indenture, we have agreed that any junior debt securities issued thereunder will be subordinate and junior in right of payment to all senior debt (as defined below) to the extent provided in the junior indenture. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy,

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insolvency, debt restructuring or similar proceedings in connection with any proceedings with respect to our insolvency or bankruptcy, the holders of senior debt will be entitled to receive payment in full of principal of, and premium, if any, and interest, if any, on such senior debt before the holders of junior debt securities or, in the case of corresponding junior debt securities, the property trustee on behalf of the holders, will be entitled to receive or retain any payment in respect of the principal of, and premium, if any, or interest, if any, on the junior debt securities.

      In the event of the acceleration of the maturity of any junior debt securities, the holders of all senior debt outstanding at the time of such acceleration will be entitled to receive payment in full of all amounts due thereon (including any amounts due upon acceleration) before the holders of junior debt securities will be entitled to receive or retain any payment in respect of the principal of, or premium, if any, or interest, if any, on the junior debt securities.

      No payments on account of principal, or premium, if any, or interest, if any, in respect of the junior debt securities may be made if there shall have occurred and be continuing a default in any payment with respect to senior debt, or an event of default with respect to any senior debt resulting in the acceleration of the maturity thereof, or if any judicial proceeding shall be pending with respect to any such default.

      “Debt” means with respect to any person, whether recourse is to all or a portion of the assets of such person and whether or not contingent:

•  every obligation of such person for money borrowed;

•  every obligation of such person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses;

•  every reimbursement obligation of such person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such person;

•  every obligation of such person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business);

•  every capital lease obligation of such person;

•  all our indebtedness, whether incurred on or prior to the date of the junior indenture or thereafter incurred, for claims in respect of derivative products, including interest rate, foreign exchange rate and commodity forward contracts, futures contracts, options and swaps and similar arrangements; and

•  every obligation of the type referred to in the preceding bullet points of another person and all dividends of another person the payment of which, in either case, such person has guaranteed or is responsible or liable, directly or indirectly, as obligor or otherwise.

      “Senior debt” means the principal of (and premium, if any) and interest, if any, including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to us, whether or not such claim for post-petition interest is allowed in such proceeding, on debt, whether incurred on or prior to the date of the junior indenture or thereafter incurred (including, without limitation, debt incurred pursuant to the senior indenture and the subordinated indenture), unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the junior debt securities or to other debt which is pari passu with, or subordinated to, the junior debt securities; provided, however, that senior debt shall not be deemed to include:

•  any of our debt which, when incurred and without respect to any election under Section 1111(b) of the Bankruptcy Code, was without recourse to us;

•  any of our debt to any of our subsidiaries;

•  debt to any of our employees;

•  any liability for taxes;

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•  indebtedness or monetary obligations to trade creditors or assumed by us or any of our subsidiaries in the ordinary course of business in connection with the obtaining of goods, materials or services; and

•  any other junior debt securities.

      The junior indenture provides that the foregoing subordination provisions, insofar as they relate to any particular issue of junior debt securities, may be changed prior to such issuance. Any such change would be described in the applicable prospectus supplement.

Information concerning the Junior Indenture Trustee

      The junior indenture trustee, other than during the continuance of a junior debt related event of default, undertakes to perform only such duties as are specifically set forth in the junior indenture, and in the event an event of default has occurred and is continuing, exercise the same degree of care and skill in the exercise of its rights and powers as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. The junior indenture trustee is under no obligation to exercise any of the powers vested in it by the junior indenture at the request of any holder of junior debt securities, unless offered reasonable indemnity by such holder against the costs, expenses and liabilities which might be incurred thereby. The junior indenture trustee is not required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties if the junior indenture trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it. The junior indenture trustee in its individual or any other capacity may become the owner or pledgee of junior debt securities or related preferred securities and may otherwise deal with us or our affiliates with the same rights it would have if it were not the junior indenture trustee provided it complies with the terms of the junior indenture. The CNA Companies and the junior indenture trustee may engage in normal and customary banking transactions from time to time.

Corresponding Junior Debt Securities

      The corresponding junior debt securities may be issued in one or more series of junior debt securities under the junior indenture with terms corresponding to the terms of a series of related preferred securities. In that event, concurrently with the issuance of the applicable CNA Capital Trust’s preferred securities, such CNA Capital Trust will invest the proceeds thereof and the consideration paid by us for the common securities in a series of corresponding junior debt securities we issue to such CNA Capital Trust. Each series of corresponding junior debt securities will be in the principal amount equal to the aggregate liquidation amount of the related preferred securities and the common securities of such CNA Capital Trust and will rank pari passu with all other series of junior debt securities. Holders of the related preferred securities for a series of corresponding junior debt securities will have the rights in connection with modifications to the junior indenture or upon occurrence of junior debt security events of default described under “— Modification of Junior Indenture” and “— Junior Debt Security Events of Default,” unless provided otherwise in the prospectus supplement for such related preferred securities.

      We will covenant in the junior indenture as to each series of corresponding junior debt securities, that if and so long as (i) the CNA Capital Trust of the related series of trust securities is the holder of all such corresponding junior debt securities and (ii) a tax event in respect of such CNA Capital Trust has occurred and is continuing, we will pay to such CNA Capital Trust the applicable additional sums (as defined under “Description of Preferred Securities — Redemption or Exchange”). We will also agree, as to each series of corresponding junior debt securities:

•  to maintain directly or indirectly 100% ownership of the common securities of the CNA Capital Trust to which corresponding junior debt securities have been issued, provided that certain successors which are permitted pursuant to the junior indenture may succeed to our ownership of the common securities;

•  not to voluntarily terminate, wind-up or liquidate any CNA Capital Trust, except in connection with (a) a distribution of corresponding junior debt securities to the holders of the preferred securities in liquidation of such CNA Capital Trust, (b) the redemption of preferred securities or (c) certain

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	mergers, consolidations or amalgamations, in each case as permitted by the related trust agreement; and
•	to use its reasonable efforts, consistent with the terms and provisions of the related trust agreement, to cause (a) such CNA Capital Trust to remain classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes or (b) each holder of preferred securities to be treated as owning an undivided beneficial interest in the Securities.

No Personal Liability

      No past, present or future director, officer, employee or stockholder, as such, of ours or any successor of ours shall have any liability for any of our obligations under the junior debt securities or the junior indenture or for any claims based on, in respect of, or by reason of, such obligations or their creation. Each holder of junior debt securities by accepting such junior debt security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the junior debt securities.

DESCRIPTION OF COMMON STOCK

      We are authorized to issue 500 million shares of common stock. As of December 31, 2004, 258.2 million shares of common stock were issued and 256.0 million shares were outstanding. The common stock has a par value of $2.50 per share. As of December 31, 2004, Loews Corporation owned approximately 91% of our outstanding common stock.

      The following summary description of the terms of the common stock sets forth certain general terms and provisions of the common stock. This description is qualified in its entirety by reference to (i) our certificate of incorporation, a copy of which is filed as an exhibit to our registration statement on Form S-8 (File No. 333-65493), (ii) an amendment to our certificate of incorporation, a copy of which is filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 1999, (iii) our by-laws, a copy of which is filed as an exhibit to our annual report on Form 10-K for the year ended December 31, 2004, and (iv) the description of our common stock set forth in our registration statement on Form S-3 (File No. 33-35250) filed on June 6, 1990, all of which are incorporated herein by reference.

Dividends

      Subject to the rights of the holders of preferred stock, holders of common stock are entitled to receive dividends and other distributions in cash, stock or our property, when, as and if declared by our board of directors out of our assets or funds legally available therefor and shall share equally on a per share basis in all such dividends and distributions.

Voting Rights

      At every meeting of stockholders, every holder of common stock is entitled to one vote per share. Subject to any voting rights of the holders of preferred stock and as otherwise required by Delaware law, any action submitted to stockholders (other than the election of directors) is approved, if approved by a majority of the stock having voting power present at a meeting at which there is a quorum. A quorum generally requires the presence, in person or proxy, of the holders of a majority of the stock issued and outstanding. Delaware law requires that the holders of a majority of the issued and outstanding shares of stock, eligible to vote thereon, approve (i) amendments to the certificate of incorporation, (ii) most mergers and consolidations and (iii) sale of all or substantially all of our assets.

Liquidation Rights

      In the event of our liquidation, dissolution or winding-up, whether voluntary or involuntary, the holders of common stock are entitled to share equally in the assets available for distribution after payment of all liabilities and provision for the liquidation preference of any shares of preferred stock then outstanding.

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Miscellaneous

      The holders of common stock have no preemptive rights, cumulative voting rights, subscription rights, or conversion rights and the common stock is not subject to redemption.

      The transfer agent and registrar with respect to our common stock is Equiserve Trust Company, N.A. Our common stock is listed on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange, and also is traded on the Philadelphia Stock Exchange. The trading symbol for our common stock is “CNA.”

DESCRIPTION OF PREFERRED STOCK

      We are authorized to issue up to 12.5 million shares of preferred stock, without par value, in one or more series. As of December 31, 2004, 7,500 shares of our Series H preferred stock were outstanding, with a stated value of $100,000. All shares of preferred stock, irrespective of series, constitute one and the same class. The following description of the terms of the preferred stock sets forth certain general terms and provisions of the preferred stock. Certain terms of any series of preferred stock offered by the prospectus supplement will be described in the prospectus supplement relating to such series of preferred stock. If so indicated in the prospectus supplement, the terms of any such series may differ from the terms set forth below. As of December 31, 2004, Loews Corporation owns 100% of our Series H preferred stock. The Series H preferred stock accrues cumulative dividends at an initial rate of 8% per year, compounded annually.

      The following summary description of the terms of the preferred stock sets forth certain general terms and provisions of the preferred stock. This description is qualified in its entirety by reference to our certificate of incorporation and by-laws, copies of which are filed as exhibits to our registration statement on Form S-8 (File No. 333-65493) and to the registration statement of which this prospectus forms a part.

General

      Our board of directors is authorized to establish and designate series and to fix the number of shares and the relative rights, preferences and limitations of the respective series of preferred stock, including:

•  the designation and number of shares comprising such series, which may be increased or decreased from time to time by our board of directors;

•  the dividend rate or rates on the shares of such series and the relation which such dividends bear to the dividends payable on any other class or classes or of any other series of capital stock, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether and upon what conditions such dividends shall be cumulative and, if cumulative, the dates from which dividends shall accumulate;

•  whether the shares of such series shall be redeemable, the limitations and restrictions with respect to such redemption, the time or times when, the price or prices at which and the manner in which such shares shall be redeemable, including the manner of selecting shares of such series for redemption if less than all shares are to be redeemed;

•  the rights to which the holders of shares of such series shall be entitled, and the preferences, if any, over any other series (or of any other series over such series), upon our voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, which rights may vary depending on whether such liquidation, dissolution, distribution or winding-up is voluntary or involuntary, and, if voluntary, may vary at different dates;

•  whether the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund, and, if so, whether and upon what conditions such purchase, retirement or sinking fund shall be cumulative or noncumulative, the extent to which and the manner in which such fund shall be applied to the purchase or redemption of the shares of such series for retirement or to other corporate purposes and the terms and provisions relative to the operation thereof;

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•  whether the shares of such series shall be convertible into or exchangeable for shares of any other class or classes or of any other series of any class or classes of our capital stock, and, if so convertible or exchangeable, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of such conversion or exchange;

•  the voting powers, full and/or limited, if any, of the shares of such series; and whether and under what conditions the shares of such series (alone or together with the shares of one or more other series having similar provisions) shall be entitled to vote separately as a single class, for the election of one or more matters;

•  whether the issuance of any additional shares of such series, or of any shares of any other series, shall be subject to restrictions as to issuance, or as to the powers, preferences or rights of any such other series; and

•  any other preferences, privileges and powers, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of such series, as our board of directors may deem advisable.

Unless otherwise specifically described in the applicable prospectus supplement for a series of preferred stock, all shares of preferred stock shall be of equal rank, preference and priority as to dividends; when the stated dividends are not paid in full, the shares of all series of the preferred stock shall share ratably in any payment thereof; and upon liquidation, dissolution or winding up, if assets are insufficient to pay in full all preferred stock, then such assets shall be distributed among the holders ratably.

      The description of certain provisions of the preferred stock described below is only a summary and is subject to and qualified in its entirety by reference to our certificate of incorporation and the certificate of designations that relates to a particular series of preferred stock.

Dividend Rights

      Except as may be set forth in an applicable prospectus supplement relating to a series of preferred stock, the holders of preferred stock shall be entitled to receive, but only when and as declared by our board of directors out of funds legally available for that purpose, cash dividends at the rates and on the dates set forth in the applicable prospectus supplement relating to a particular series of preferred stock. Such rate may be fixed or variable. Each such dividend will be payable to the holders of record as they appear on our stock register on such record dates as will be fixed by our board of directors or a duly authorized committee thereof. Dividends payable on the preferred stock for any period less than a full dividend period (being the period between such dividend payment dates) will be computed on the basis of the actual number of days elapsed over a 360 day year. For a full dividend period, the amount of dividends payable will be computed on the basis of a 360 day year consisting of twelve 30 day months. Except as may be set forth in the prospectus supplement relating to a series of preferred stock, such dividends shall be payable from, and shall be cumulative from, the date of original issue of each share, so that if in any dividend period, dividends at the rate or rates as described in the applicable prospectus supplement relating to such series of preferred stock shall not have been declared and paid or set apart for payment on all outstanding shares of preferred stock for such dividend period and all preceding dividend periods from and after the first day from which dividends are cumulative, then the aggregate deficiency shall be declared and fully paid or set apart for payment, but without interest, before any dividends shall be declared or paid or set apart for payment on the common stock by us. After payment in full of all dividend arrearages on the preferred stock, dividends on the common stock may be declared and paid out of funds legally available for that purpose as our board of directors may determine.

Redemption

      The prospectus supplement will describe whether and under what circumstances (i) any shares of preferred stock may be redeemed by us and (ii) the holders of preferred stock may require us to redeem any or all of such shares.

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Conversion or Exchange

      The holders of preferred stock will have such rights, if any, to convert such shares into or to exchange such shares for shares of any other class or classes, or of any other series of any class, of our capital stock and/or other property or cash, as described in the applicable prospectus supplement.

Voting Rights

      The holders of preferred stock will have such voting rights, if any, as described in the applicable prospectus supplement relating to a series of preferred stock. Unless and except to the extent required by the law or provided by our board of directors, holders of preferred stock shall have no voting power with respect to any matter. In no event shall the preferred stock be entitled to more than one vote per share in respect of each share of stock.

      The holders of the outstanding shares of a series of preferred stock shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by our certificate of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such series of preferred stock, increase or decrease the par value of the shares of such series of preferred stock, or alter or change the powers, preferences, or special rights of the shares of such series of preferred stock so as to affect them adversely. If any proposed amendment would alter or change the powers, preferences, or special rights of one or more series of preferred stock so as to affect them adversely, but shall not so affect the entire series, then only the shares of the series so affected by the amendment shall be considered a separate series for purposes of this paragraph. The number of authorized shares of any such series of preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of our stock entitled to vote irrespective of the previous two sentences, if so provided in our certificate of incorporation, in any amendment thereto which created such series of preferred stock, or in any amendment thereto which was authorized by a resolution or resolutions adopted by the affirmative vote of the holders of a majority of such series of preferred stock. This paragraph is subject to any amendments to Delaware law regarding these matters.

      The foregoing voting provisions will not apply if, in connection with the matters specified, provision is made for the redemption or retirement of all outstanding preferred stock.

Liquidation Rights

      Upon our liquidation, dissolution or winding up, whether voluntary or involuntary, holders of preferred stock will have such preferences and priorities, if any, with respect to distribution of our assets or the proceeds thereof as may be set forth in the applicable prospectus supplement relating to a series of preferred stock.

Miscellaneous

      The transfer agent, dividend disbursing agent and registrar for the preferred stock issued in connection with this prospectus will be as described in the applicable prospectus supplement. The holders of preferred stock, including any preferred stock issued in connection with this prospectus, will not have any preemptive rights to purchase or subscribe for any shares of any class or other securities of any type of ours. When issued, the preferred stock will be fully paid and nonassessable. The certificate of designations setting forth the provisions of each series of preferred stock will become effective after the date of this prospectus, but on or before issuance of the related series of preferred stock.

DESCRIPTION OF DEPOSITARY SHARES

      The description set forth below and in any prospectus supplement of certain provisions of the deposit agreement and of the depositary shares and depositary receipts summarizes the material terms of the deposit agreement and of the depositary shares and depositary receipts, and is qualified in its entirety by reference to, the form of deposit agreement and form of depositary receipts relating to each series of the preferred stock.

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General

      We may, at our option, elect to have shares of preferred stock be represented by depositary shares. The shares of any series of the preferred stock underlying the depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company we select, such bank or trust company is referred to in this prospectus as the “preferred stock depositary.” The prospectus supplement relating to a series of depositary shares will set forth the name and address of the preferred stock depositary. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, proportionately, to all the rights, preferences and privileges of the preferred stock represented thereby (including dividend, voting, redemption, conversion, exchange and liquidation rights).

      The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement, each of which will represent the applicable interest in a number of shares of a particular series of the preferred stock described in the applicable prospectus supplement.

      A holder of depositary shares will be entitled to receive the shares of preferred stock (but only in whole shares of preferred stock) underlying such depositary shares. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the whole number of shares of preferred stock to be withdrawn, the depositary will deliver to such holder at the same time a new depositary receipt evidencing such excess number of depositary shares.

Dividends and Other Distributions

      The preferred stock depositary will distribute all cash dividends or other cash distributions in respect to the preferred stock to the record holders of depositary receipts in proportion, insofar as possible, to the number of depositary shares owned by such holders.

      In the event of a distribution other than in cash in respect to the preferred stock, the preferred stock depositary will distribute property received by it to the record holders of depositary receipts in proportion, insofar as possible, to the number of depositary shares owned by such holders, unless the preferred stock depositary determines that it is not feasible to make such distribution, in which case the preferred stock depositary may, with our approval, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including sale (at public or private sale) of such property and distribution of the net proceeds from such sale to such holders.

      The amount so distributed in any of the foregoing cases will be reduced by any amount required to be withheld by us or the preferred stock depositary on account of taxes.

Conversion and Exchange

      If any preferred stock underlying the depositary shares is subject to provisions relating to its conversion or exchange as set forth in the prospectus supplement relating thereto, each record holder of depositary shares will have the right or obligation to convert or exchange such depositary shares pursuant to the terms thereof.

Redemption of Depositary Shares

      If preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the preferred stock depositary resulting from the redemption, in whole or in part, of the preferred stock held by the preferred stock depositary. The redemption price per depositary share will be equal to the aggregate redemption price payable with respect to the number of shares of preferred stock underlying the depositary shares. Whenever we redeem preferred stock from the preferred stock depositary, the preferred stock depositary will redeem as of the same redemption date a proportionate number of depositary shares representing the shares of preferred stock that were redeemed. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as we may determine.

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      After the date fixed for redemption, the depositary shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the depositary shares will cease, except the right to receive the redemption price upon such redemption. Any funds we deposit with the preferred stock depositary for any depositary shares which the holders thereof fail to redeem shall be returned to us after a period of two years from the date such funds are so deposited.

Voting

      Upon receipt of notice of any meeting at which the holders of any shares of preferred stock underlying the depositary shares are entitled to vote, the preferred stock depositary will mail the information contained in such notice to the record holders of the depositary receipts. Each record holder of such depositary receipts on the record date (which will be the same date as the record date for the preferred stock) will be entitled to instruct the preferred stock depositary as to the exercise of the voting rights pertaining to the number of shares of preferred stock underlying such holder’s depositary shares. The preferred stock depositary will endeavor, insofar as practicable, to vote the number of shares of preferred stock underlying such depositary shares in accordance with such instructions, and we will agree to take all reasonable action which may be deemed necessary by the preferred stock depositary to enable the preferred stock depositary to do so. The preferred stock depositary will abstain from voting the preferred stock to the extent it does not receive specific written instructions from holders of depositary receipts representing such preferred stock.

Record Date

      Whenever (i) any cash dividend or other cash distribution shall become payable, any distribution other than cash shall be made, or any rights, preferences or privileges shall be offered with respect to the preferred stock, or (ii) the preferred stock depositary shall receive notice of any meeting at which holders of preferred stock are entitled to vote or of which holders of preferred stock are entitled to notice, or of the mandatory conversion of or any election on our part to call for the redemption of any preferred stock, the preferred stock depositary shall, in each such instance, fix a record date (which shall be the same as the record date for the preferred stock) for the determination of the holders of depositary receipts (y) who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof or (z) who shall be entitled to give instructions for the exercise of voting rights at any such meeting or to receive notice of such meeting or of such redemption or conversion, subject to the provisions of the deposit agreement.

Amendment and Termination of the Deposit Agreement

      The form of depositary receipt and any provision of the deposit agreement may at any time be amended by agreement between us and the preferred stock depositary. However, any amendment which imposes or increases any fees, taxes or other charges payable by the holders of depositary receipts (other than taxes and other governmental charges, fees and other expenses payable by such holders as stated under “Charges of Preferred Stock Depositary”), or which otherwise prejudices any substantial existing right of holders of depositary receipts, will not take effect as to outstanding depositary receipts until the expiration of 90 days after notice of such amendment has been mailed to the record holders of outstanding depositary receipts.

      Whenever we so direct, the preferred stock depositary will terminate the deposit agreement by mailing notice of such termination to the record holders of all depositary receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The preferred stock depositary may likewise terminate the deposit agreement if at any time 45 days shall have expired after the preferred stock depositary shall have delivered to us a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment. If any depositary receipts remain outstanding after the date of termination, the preferred stock depositary thereafter will discontinue the transfer of depositary receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices (other than notice of such termination) or perform any further acts under the deposit agreement except as provided below and except that the preferred stock depositary will continue (i) to collect dividends on the preferred stock and any other distributions with respect thereto and (ii) to deliver the preferred stock together with such dividends and distributions and the net proceeds of any sales of rights, preferences, privileges or other property, without

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liability for interest thereon, in exchange for depositary receipts surrendered. At any time after the expiration of two years from the date of termination, the preferred stock depositary may sell the preferred stock then held by it at public or private sales, at such place or places and upon such terms as it deems proper and may thereafter hold the net proceeds of any such sale, together with any money and other property then held by it, without liability for interest thereon, for the pro rata benefit of the holders of depositary receipts which have not been surrendered.

Charges of Preferred Stock Depositary

      We will pay all charges of the preferred stock depositary including charges in connection with the initial deposit of the preferred stock, the initial issuance of the depositary receipts, the distribution of information to the holders of depositary receipts with respect to matters on which preferred stock is entitled to vote, withdrawals of the preferred stock by the holders of depositary receipts or redemption or conversion of the preferred stock, except for taxes (including transfer taxes, if any) and other governmental charges and such other charges as are expressly provided in the deposit agreement to be at the expense of holders of depositary receipts or persons depositing preferred stock.

Miscellaneous

      The preferred stock depositary will make available for inspection by holders of depositary receipts at its corporate office and its New York office all reports and communications from us which are delivered to the preferred stock depositary as the holder of preferred stock.

      Neither we nor the preferred stock depositary will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the deposit agreement. The obligations of the preferred stock depositary under the deposit agreement are limited to performing its duties thereunder without negligence or bad faith. Our obligations under the deposit agreement are limited to performing our duties thereunder in good faith. Neither we nor the preferred stock depositary is obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the preferred stock depositary are entitled to rely upon advice of or information from counsel, accountants or other persons believed to be competent and on documents believed to be genuine.

      The preferred stock depositary may resign at any time or be removed by us, effective upon the acceptance by its successor of its appointment; provided, that if a successor preferred stock depositary has not been appointed or accepted such appointment within 45 days after the preferred stock depositary has delivered a notice of election to resign to us, the preferred stock depositary may terminate the deposit agreement.

DESCRIPTION OF WARRANTS

General

      We may issue warrants to purchase debt securities, junior debt securities, preferred stock (or depositary shares representing preferred stock) or common stock, referred to collectively in this prospectus as the “underlying warrant securities,” and such warrants may be issued independently or together with any such underlying warrant securities and may be attached to or separate from such underlying warrant securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants. The following describes certain general terms and provisions of the offered warrants hereby. Further terms of the warrants and the applicable warrant agreement will be described in the applicable prospectus supplement.

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      The applicable prospectus supplement will describe the specific terms of any warrants for which this prospectus is being delivered, including the following:

•  the title of such warrants;

•  the aggregate number of such warrants;

•  the issue price or prices of the warrants;

•  the currency or currencies, including composite currencies, in which the price of such warrants may be payable;

•  the designation and terms of the underlying warrant securities purchasable upon exercise of such warrants;

•  the price at which and the currency or currencies, including composite currencies, in which the underlying warrant securities purchasable upon exercise of such warrants may be purchased;

•  the exercise date and expiration date for such warrants;

•  whether such warrants will be issued in registered form or bearer form;

•  if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;

•  if applicable, the designation and terms of the underlying warrant securities with which such warrants are issued and the number of such warrants issued with each such underlying warrant security;

•  if applicable, the date on and after which such warrants and the related underlying warrant securities will be traded separately;

•  information with respect to book-entry procedures, if any;

•  if applicable, a discussion of certain United States federal income tax considerations; and

•  any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

DESCRIPTION OF PREFERRED SECURITIES

      Pursuant to the terms of the trust agreement for each CNA Capital Trust, the issuer trustee, on behalf of such CNA Capital Trust, will issue the preferred securities and the common securities, referred to collectively in this prospectus as the “trust securities.” The preferred securities of a particular issue will represent preferred beneficial interests in the CNA Capital Trust and the holders thereof will be entitled to a preference over the common securities of such CNA Capital Trust in certain circumstances with respect to distributions and amounts payable on redemption or liquidation over the common securities of such CNA Capital Trust, as well as other benefits as described in the corresponding trust agreement. Because the description below is only a summary, it does not contain the detailed information contained in each trust agreement, including certain of the definitions used in this prospectus or in the Trust Indenture Act of 1939. The form of the trust agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part. Each of the CNA Capital Trusts is a legally separate entity and the assets of one are not available to satisfy the obligations of any of the others.

General

      The preferred securities of a CNA Capital Trust will rank equal with, and payments will be made thereon in proportion with, the common securities of that CNA Capital Trust except as described under “— Subordination of Common Securities.” Legal title to the corresponding junior debt securities will be held by the property trustee in trust for the benefit of the holders of the related preferred securities and common securities. Each guarantee agreement executed by us for the benefit of the holders of a CNA Capital Trust’s

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preferred securities will be a guarantee on a subordinated basis with respect to the related preferred securities but will not guarantee payment of distributions or amounts payable on redemption or liquidation of such preferred securities when the related CNA Capital Trust does not have funds on hand available to make such payments.

      The revenue of a CNA Capital Trust available for distribution to holders of preferred securities will be limited to payments under the corresponding junior debt securities which such CNA Capital Trust purchased with the proceeds from the sale of its common securities and preferred securities. If we fail to make a required payment in respect of such junior debt securities, the applicable CNA Capital Trust will not have sufficient funds to make the related payments, including distributions in respect of its preferred securities.

Distributions

      Distributions on the preferred securities will be cumulative, will accumulate from the date of original issuance and will be payable on such dates as specified in the applicable prospectus supplement. In the event that any date on which distributions are payable on the preferred securities is not a business day, unless otherwise specified in the applicable prospectus supplement, payment of the distribution payable on such date will be made on the next succeeding day that is a business day (and without any interest or other payment in respect to any such delay) except that, if such business day is in the next succeeding calendar year, payment of such distribution shall be made on the immediately preceding business day, in each case with the same force and effect as if made on such date. Each date on which distributions are payable in accordance with the foregoing is referred to in this prospectus as a “distribution date.” A “business day” shall mean any day other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed.

      Each CNA Capital Trust’s preferred securities represent preferred beneficial interests in the applicable CNA Capital Trust, and the distributions on each preferred security will be payable at a rate specified in the prospectus supplement for such preferred securities. The amount of distributions payable for any period will be computed on the basis of a 360-day year of twelve 30-day months unless otherwise specified in the applicable prospectus supplement. distributions to which holders of preferred securities are entitled will accumulate additional distributions at the rate per annum if and as specified in the applicable prospectus supplement. The term “distributions” as used herein includes any such additional distributions unless otherwise stated.

      If provided in the applicable prospectus supplement, we have the right under the indenture, pursuant to which it will issue the corresponding junior debt securities, to defer the payment of interest at any time or from time to time on any series of the corresponding junior debt securities for an extension period which will be specified in such prospectus supplement relating to such series, provided that no extension period may extend beyond the stated maturity of the corresponding junior debt securities. Because of any such extension, distributions on the corresponding preferred securities would be deferred (but would continue to accumulate additional distributions thereon at the rate per annum described in the prospectus supplement for such preferred securities) by the CNA Capital Trust which issued such preferred securities during any such extension period. During such extension period we may not, and may not permit any of our subsidiaries to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of our capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any of our indebtedness that rank pari passu with or junior in interest to the corresponding junior debt securities or (iii) make any guarantee payments with respect to any guarantee by us of indebtedness of any of our subsidiaries if such guarantee ranks pari passu with or junior in interest to the corresponding junior debt securities (other than (a) dividends or distributions in our common stock, (b) payments under any guarantee and (c) purchases of common stock related to the issuance of common stock under any of our benefit plans for its directors, officers or employees).

      The revenue of each CNA Capital Trust available for distribution to holders of its preferred securities will be limited to payments under the corresponding junior debt securities in which the CNA Capital Trust will invest the proceeds from the issuance and sale of its trust securities. If we do not make interest payments on such corresponding junior debt securities, the property trustee will not have funds available to pay distributions

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on the related preferred securities. We guarantee the payment of distributions (if and to the extent the CNA Capital Trust has funds legally available for the payment of such distributions and cash sufficient to make such payments) to the extent set forth herein under “Description of Guarantees.”

      Distributions on the preferred securities will be payable to the holders thereof as they appear on the register of such CNA Capital Trust on the relevant record dates, which, as long as the preferred securities remain in book-entry form, will be one business day prior to the relevant distribution date. If any preferred securities are not in book-entry form, the relevant record date for such preferred securities shall be the date at least 15 days prior to the relevant distribution date, as specified in the applicable prospectus supplement.

Redemption or Exchange

Mandatory Redemption.

      Upon the repayment or redemption, in whole or in part, of any corresponding junior debt securities, whether at maturity or upon earlier redemption as provided in the junior indenture, the proceeds from such repayment or redemption shall be applied by the property trustee to redeem a like amount (as defined below) of the common securities and preferred securities of the CNA Capital Trust, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the aggregate liquidation amount of such common securities and preferred securities plus accumulated but unpaid distributions thereon to the date of redemption and the related amount of the premium, if any, we pay upon the concurrent redemption of such corresponding junior debt securities. If less than all of any series of corresponding junior debt securities are to be repaid or redeemed on a redemption date, then unless there is a junior debt related event of default then continuing, the proceeds from such repayment or redemption shall be allocated to the redemption pro rata of the related preferred securities and the common securities. The amount of premium, if any, we pay upon the redemption of all or any part of any series of any corresponding junior debt securities to be repaid or redeemed on a redemption date shall be allocated to the redemption pro rata of the related preferred securities and the common securities unless there is a junior debt related event of default then continuing.

Special Event Redemption or Distribution of Corresponding Junior Debt Securities.

      If a special event in respect of a series of preferred securities and common securities shall occur and be continuing, we have the right to redeem the corresponding junior debt securities in whole (but not in part) and thereby cause a mandatory redemption of such preferred securities and common securities in whole (but not in part) at the redemption price within 90 days following the occurrence of such special event. At any time (so long as it would not be a taxable event to the holders of preferred securities under federal law), we have the right to terminate the related CNA Capital Trust and, after satisfaction of the liabilities of creditors of such CNA Capital Trust as provided by applicable law, cause such corresponding junior debt securities to be distributed to the holders of such preferred securities and common securities in liquidation of the CNA Capital Trust. If we do not elect either option described above, the applicable series of preferred securities will remain outstanding and, in the event a tax event has occurred and is continuing, additional sums (as defined below) may be payable on the corresponding junior debt securities.

Extension of Maturity of Corresponding Junior Debt Securities.

      If provided in the applicable prospectus supplement, we shall have the right to extend or shorten the maturity of any series of corresponding junior debt securities at the time that we exercise our right to elect to terminate the related CNA Capital Trust and cause such corresponding junior debt securities to be distributed to the holders of such preferred securities and common securities in liquidation of the CNA Capital Trust, provided that we can extend the maturity only if certain conditions specified in the applicable prospectus supplement are met at the time such election is made and at the time of such extension.

      “Additional sums” means the additional amounts as may be necessary so that the amount of distributions then due and payable by a CNA Capital Trust on the outstanding preferred securities and common securities of the CNA Capital Trust shall not be reduced as a result of any additional taxes, duties and other governmental charges to which such CNA Capital Trust has become subject as a result of a tax event.

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      “Like amount” means (i) with respect to a redemption of any series of common securities or preferred securities, securities of such series having a liquidation amount equal to that portion of the principal amount of corresponding junior debt securities to be contemporaneously redeemed in accordance with the junior indenture, allocated to the common securities and to the preferred securities based upon the relative liquidation amounts of such classes and the proceeds of which will be used to pay the redemption price of such trust securities, and (ii) with respect to a distribution of corresponding junior debt securities to holders of any series of trust securities in connection with a dissolution or liquidation of the related CNA Capital Trust, corresponding junior debt securities having a principal amount equal to the liquidation amount of the trust securities of the holder to whom such corresponding junior debt securities are distributed.

      After the liquidation date fixed for any distribution of corresponding junior debt securities for any series of preferred securities (i) such series of preferred securities will no longer be deemed to be outstanding, (ii) The Depository Trust Company, or “DTC,” or its nominee, if the record holder of any series of preferred securities, will receive a registered global certificate or certificates representing the corresponding junior debt securities to be delivered upon such distribution and (iii) any certificates representing such series of preferred securities not held by DTC or its nominee will be deemed to represent the corresponding junior debt securities having a principal amount equal to the liquidation amount of such series of preferred securities, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid distributions on such series of preferred securities until such certificates are presented to the administrative trustees or their agent for transfer or reissuance.

      There can be no assurance as to the market prices for the preferred securities or the corresponding junior debt securities that may be distributed in exchange for preferred securities if a dissolution and liquidation of a CNA Capital Trust were to occur. Accordingly, the preferred securities that an investor may purchase, or the corresponding junior debt securities that the investor may receive on dissolution and liquidation of a CNA Capital Trust, may trade at a different price from the purchase price for those preferred securities.

Redemption Procedures

      Preferred Securities redeemed on each redemption date shall be redeemed at the redemption price with the applicable proceeds from the contemporaneous redemption of the corresponding junior debt securities. Redemptions of the preferred securities shall be made and the redemption price shall be payable on each redemption date only to the extent that the related CNA Capital Trust has funds on hand available for the payment of such redemption price.

      If a CNA Capital Trust gives a notice of redemption in respect of its preferred securities, then, by 12:00 noon, New York City time, on the redemption date, to the extent funds are legally available, with respect to any preferred securities held by DTC or its nominee, the property trustee will deposit irrevocably with DTC funds sufficient to pay the applicable redemption price and will give DTC irrevocable instructions and authority to pay the redemption price to the holders of such preferred securities. If such preferred securities are not in book-entry form, the property trustee, to the extent funds are legally available, will irrevocably deposit with the paying agent for such preferred securities funds sufficient to pay the applicable redemption price and will give such paying agent irrevocable instructions and authority to pay the redemption price to the holders thereof upon surrender of their certificates evidencing such preferred securities. Notwithstanding the foregoing, distributions payable on or prior to the redemption date for any preferred securities called for redemption shall be payable to the holders of such preferred securities on the relevant record dates for the related distribution dates. If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of the holders of such preferred securities so called for redemption will cease, except the right of the holders of such preferred securities to receive the redemption price, but without interest on such redemption price, and such preferred securities will cease to be outstanding. In the event that any date fixed for redemption of preferred securities is not a business day, then payment of the redemption price payable on such date will be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any such delay), except that, if such business day falls in the next calendar year, such payment will be made on the immediately preceding business day. In the event that payment of the redemption price in respect of preferred securities called for redemption

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is improperly withheld or refused and not paid either by the CNA Capital Trust or by CNAF pursuant to the guarantee as described under “Description of Guarantees,” distributions on such preferred securities will continue to accrue at the then applicable rate, from the redemption date originally established by the CNA Capital Trust for such preferred securities to the date such redemption price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the redemption price.

      Subject to applicable law (including, without limitation, United States federal securities law), we or our subsidiaries may at any time and from time to time purchase outstanding preferred securities by tender, in the open market or by private agreement.

      If less than all of the preferred securities and common securities issued by a CNA Capital Trust are to be redeemed on a redemption date, then a like amount of such preferred securities and common securities shall be redeemed. The particular preferred securities to be redeemed shall be selected on a pro rata basis not more than 60 days prior to the redemption date by the property trustee from the outstanding preferred securities not previously called for redemption, by such method as the property trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum liquidation amount or an integral multiple in excess thereof) of the liquidation amount of preferred securities of a larger denomination. The property trustee shall promptly notify the trust registrar in writing of the preferred securities selected for redemption and, in the case of any preferred securities selected for partial redemption, the liquidation amount thereof to be redeemed. For all purposes of each trust agreement, unless the context otherwise requires, all provisions relating to the redemption of preferred securities shall relate, in the case of any preferred securities redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of preferred securities which has been or is to be redeemed.

      Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of trust securities to be redeemed at its registered address.

Subordination of Common Securities

      Payment of distributions on, the redemption price of, and the liquidation distribution (as defined below) applicable to, each CNA Capital Trust’s preferred securities and common securities, as applicable, shall be made proportionately based on the liquidation amount of such preferred securities and common securities; provided, however, that if on any distribution date, redemption date or liquidation date a junior debt related event of default shall have occurred and be continuing, no payment of any distribution on, redemption price of, or liquidation distribution applicable to any of the CNA Capital Trust’s common securities, and no other payment on account of the redemption, liquidation or other acquisition of such common securities, shall be made unless payment in full in cash of all accumulated and unpaid distributions on all of the CNA Capital Trust’s outstanding preferred securities for all distribution periods terminating on or prior thereto, or in the case of payment of the redemption price or liquidation distribution the full amount of such payment in respect of all of the CNA Capital Trust’s outstanding preferred securities, shall have been made or provided for, and all funds available to the property trustee shall first be applied to the payment in full in cash of all distributions on, redemption price of, or liquidation distribution applicable to the CNA Capital Trust’s preferred securities then due and payable.

      In the case of a junior debt related event of default, we, as holder of such CNA Capital Trust’s common securities, will be deemed to have waived any right to act with respect to any such junior debt related event of default under the applicable trust agreement until the effect of all such junior debt related events of default with respect to such preferred securities have been cured, waived or otherwise eliminated. Until any such events of default under the applicable trust agreement with respect to the preferred securities have been so cured, waived or otherwise eliminated, the property trustee shall act solely on behalf of the holders of such preferred securities and not on behalf of us as holder of the CNA Capital Trust’s common securities, and only the holders of such preferred securities will have the right to direct the property trustee to act on their behalf.

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Liquidation Distribution upon Termination

      Pursuant to each trust agreement, each CNA Capital Trust shall automatically terminate upon expiration of its term and shall terminate on the first to occur of:

•  certain events relating to our bankruptcy, dissolution or liquidation, with the occurrence of any such event being referred to in this prospectus as a “bankruptcy event;”

•  the distribution of a like amount of the corresponding junior debt securities to the holders of its trust securities, if we, as depositor, have given written direction to the property trustee to terminate such CNA Capital Trust (which direction is optional and wholly within our discretion, as depositor) and such distribution would not result in a federal taxable event to holders of the preferred securities, with such distribution being referred to in this prospectus as a “distribution event;”

•  the redemption of all of the CNA Capital Trust’s trust securities following a special event;

•  redemption of all of the CNA Capital Trust’s preferred securities as described under “Description of Preferred Securities — Redemption or Exchange — Mandatory Redemption;” and

•  the entry of an order for the dissolution of the CNA Capital Trust by a court of competent jurisdiction, with the entry of such order being referred to in this prospectus as a “dissolution event.”

      If an early termination occurs from a bankruptcy event, a distribution event or a dissolution event, the CNA Capital Trust shall be liquidated by the issuer trustees as expeditiously as the issuer trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of such CNA Capital Trust as provided by applicable law, to the holders of such trust securities a like amount of the corresponding junior debt securities, unless such distribution is determined by the property trustee not to be practical, in which event such holders will be entitled to receive out of the assets of the CNA Capital Trust available for distribution to holders, after satisfaction of liabilities to creditors of such CNA Capital Trust as provided by applicable law, an amount equal to, in the case of holders of preferred securities, the aggregate of the liquidation amount plus accrued and unpaid distributions thereon to the date of payment, with such amount referred to in this prospectus as the “liquidation distribution.” If such liquidation distribution can be paid only in part because such CNA Capital Trust has insufficient assets available to pay in full the aggregate liquidation distribution, then the amounts payable directly by such CNA Capital Trust on its preferred securities shall be paid on a pro rata basis. The holder(s) of such CNA Capital Trust’s common securities will be entitled to receive distributions upon any such liquidation pro rata with the holders of its preferred securities, except that if a junior debt related event of default has occurred and is continuing, the preferred securities shall have a priority over the common securities. A supplemental indenture may provide that if an early termination occurs as described in the fifth bullet point above, the corresponding junior debt securities may be subject to optional redemption in whole, but not in part.

Events of Default; Notice

      A junior debt related event of default under the junior indenture will constitute an event of default with respect to the preferred securities.

      Within five business days after the occurrence of any junior debt related event of default actually known to the property trustee, the property trustee shall transmit notice of such event of default to the holders of such CNA Capital Trust’s preferred securities, the administrative trustees and us, as depositor, unless such event of default shall have been cured or waived. We, as depositor, and the administrative trustees are required to file annually with the property trustee a certificate as to whether or not they are in compliance with all the conditions and covenants applicable to them under each trust agreement.

      If a junior debt related event of default has occurred and is continuing, the preferred securities shall have a preference over the common securities as described above under “— Subordination of Common Securities.”

      Upon certain junior debt related events of default, the holders of preferred securities may have the right to bring a direct action.

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Removal of Issuer Trustees

      Unless a junior debt related event of default shall have occurred and be continuing, any issuer trustee may be removed at any time by the holder of the common securities. If a junior debt related event of default has occurred and is continuing, the property trustee and the Delaware trustee may be removed at such time by the holders of a majority in liquidation amount of the outstanding preferred securities. In no event will the holders of the preferred securities have the right to vote to appoint, remove or replace the administrative trustees, which voting rights are vested exclusively in us as the holder of the common securities. No resignation or removal of an issuer trustee and no appointment of a successor trustee shall be effective until the acceptance of appointment by the successor trustee in accordance with the provisions of the applicable trust agreement.

Co-Trustees and Separate Property Trustee

      Unless a trust related event of default shall have occurred and be continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act of 1939 or of any jurisdiction in which any part of the trust property may at the time be located, we, as the holder of the common securities, and the administrative trustees shall have power to appoint one or more persons either to act as a co-trustee, jointly with the property trustee, of all or any part of such trust property, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such person or persons in such capacity any property, title, right or power deemed necessary or desirable, subject to the provisions of the applicable trust agreement. In case a junior debt related event of default has occurred and is continuing, the property trustee alone shall have power to make such appointment.

Merger or Consolidation of Issuer Trustees

      Any corporation into which the property trustee, the Delaware trustee or any administrative trustee that is not a natural person may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of such trustee, shall be the successor of such trustee under each trust agreement, provided such corporation shall be otherwise qualified and eligible.

Mergers, Consolidations, Amalgamations or Replacements of the CNA Capital Trusts

      A CNA Capital Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other person, except as described below. A CNA Capital Trust may, at our request, with the consent of the administrative trustees and without the consent of the holders of the preferred securities, merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to a trust organized as such under the laws of any state; provided, that:

•  such successor entity either (a) expressly assumes all of the obligations of such CNA Capital Trust with respect to the preferred securities or (b) substitutes for the preferred securities other securities having substantially the same terms as the preferred securities, referred to in this prospectus as the “successor securities,” so long as the successor securities rank the same as the preferred securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise;

•  we expressly appoint a trustee of such successor entity possessing the same powers and duties as the property trustee as the holder of the corresponding junior debt securities;

•  the successor securities are listed, or any successor securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the preferred securities are then listed, if any;

•  such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the preferred securities, including any successor securities, to be downgraded by any nationally recognized statistical rating organization;

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•  such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the preferred securities, including any successor securities, in any material respect;

•  such successor entity has a purpose identical to that of the CNA Capital Trust;

•  prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, we have received an opinion from independent counsel to the CNA Capital Trust experienced in such matters to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the preferred securities (including any successor securities) in any material respect, (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the CNA Capital Trust nor such successor entity will be required to register as an investment company under the Investment Company Act of 1940 and (c) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the CNA Capital Trust, or any successor entity, will continue to be classified as a grantor trust for United States federal income tax purposes; and

•  we or any permitted successor or assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the successor securities at least to the extent provided by the guarantee.

      Notwithstanding the foregoing, a CNA Capital Trust shall not, except with the consent of holders of 100% in liquidation amount of the preferred securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the CNA Capital Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Voting Rights; Amendment of each Trust Agreement

      Except as provided below and under “Description of Guarantees — Amendments and Assignment” and as otherwise required by law and the applicable trust agreement, the holders of the preferred securities will have no voting rights.

      Each trust agreement may be amended from time to time by us, the property trustee and the administrative trustees, without the consent of the holders of the preferred securities (i) to cure any ambiguity, correct or supplement any provisions in such trust agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under such trust agreement, which shall not be inconsistent with the other provisions of such trust agreement, or (ii) to modify, eliminate or add to any provisions of such trust agreement to such extent as shall be necessary to ensure that the CNA Capital Trust will be classified for United States federal income tax purposes as a grantor trust at all times that any trust securities are outstanding or to ensure that the CNA Capital Trust will not be required to register as an “investment company” under the Investment Company Act of 1940; provided, however, that such action shall not adversely affect in any material respect the interests of any holder of trust securities, and any amendments of such trust agreement shall become effective when notice thereof is given to the holders of trust securities. Each trust agreement may be amended by the issuer trustees and us with (i) the consent of holders representing a majority (based upon liquidation amounts) of the outstanding preferred securities, and (ii) receipt by the issuer trustees of an opinion of counsel to the effect that such amendment or the exercise of any power granted to the issuer trustees in accordance with such amendment will not affect the CNA Capital Trust’s status as a grantor trust for United States federal income tax purposes or the CNA Capital Trust’s exemption from status as an “investment company” under the Investment Company Act of 1940, provided that without the consent of each holder of trust securities, such trust agreement may not be amended to (i) change the amount or timing of any distribution on the trust securities or otherwise adversely affect the amount of any distribution required to be made in respect of the trust securities as of a specified date, (ii) change any redemption, conversion or exchange provisions of the trust securities, (iii) restrict the right of

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a holder of trust securities to institute suit for the enforcement of any such payment on or after such date, (iv) change the purpose of the CNA Capital Trust, (v) authorize or issue any beneficial interest in the CNA Capital Trust other than the contemplated trust securities, (vi) change the conditions precedent for us to elect to dissolve the CNA Capital Trust and distribute the corresponding junior debt securities or (vii) affect the limited liability of any holder of preferred securities.

      So long as any corresponding junior debt securities are held by the property trustee, the issuer trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the junior indenture trustee, or executing any trust or power conferred on the property trustee with respect to such corresponding junior debt securities, (ii) waive any past default that is waivable under the junior indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the junior debt securities shall be due and payable or (iv) consent to any amendment, modification or termination of the junior indenture or such corresponding junior debt securities where such consent shall be required, without, in each case, obtaining the prior approval of the holders of a majority in aggregate liquidation amount of all outstanding preferred securities; provided, however, that where a consent under the junior indenture would require the consent of each holder of corresponding junior debt securities affected thereby, no such consent shall be given by the property trustee without the prior consent of each holder of the related preferred securities. The issuer trustees shall not revoke any action previously authorized or approved by a vote of the holders of the preferred securities except by subsequent vote of the holders of the preferred securities. The property trustee shall notify each holder of preferred securities of any notice of default with respect to the corresponding junior debt securities. In addition to obtaining the foregoing approvals of the holders of the preferred securities, prior to taking any of the foregoing actions, the issuer trustees shall obtain an opinion of counsel experienced in such matters to the effect that the CNA Capital Trust will not be classified as an association taxable as a corporation for United States federal income tax purposes on account of such action.

      Any required approval of holders of preferred securities may be given at a meeting of holders of preferred securities convened for such purpose or pursuant to written consent. The property trustee will cause a notice of any meeting at which holders of preferred securities are entitled to vote, or of any matter upon which action by written consent of such holders is to be taken, to be given to each holder of record of preferred securities in the manner set forth in each trust agreement.

      No vote or consent of the holders of preferred securities will be required for a CNA Capital Trust to redeem and cancel its preferred securities in accordance with the applicable trust agreement.

      Notwithstanding that holders of preferred securities are entitled to vote or consent under any of the circumstances described above, any of the preferred securities that are owned by us, the issuer trustees or any of our affiliates or any issuer trustees shall, for purposes of such vote or consent, be treated as if they were not outstanding.

Global Preferred Securities

      The preferred securities of a series may be issued in whole or in part in the form of one or more global preferred securities that will be deposited with, or on behalf of, the depositary identified in the applicable prospectus supplement. Unless otherwise indicated in the prospectus supplement for such series, the depositary will be DTC. global preferred securities may be issued only in fully registered form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part for the individual preferred securities represented thereby, a global preferred security may not be transferred except as a whole by the depositary for such global preferred security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by the depositary or any nominee to a successor depositary or any nominee of such successor.

      The specific terms of the depositary arrangement with respect to a series of preferred securities will be described in the applicable prospectus supplement. We anticipate that the following provisions will generally apply to depositary arrangements.

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      Upon the issuance of a global preferred security, and the deposit of such global preferred security with or on behalf of the depositary, the depositary for such global preferred security or its nominee will credit, on its book-entry registration and transfer system, the respective aggregate liquidation amounts of the individual preferred securities represented by such global preferred securities to the accounts of participants. Such accounts shall be designated by the dealers, underwriters or agents with respect to such preferred securities or by us if such preferred securities are offered and sold directly by us. Ownership of beneficial interests in a global preferred security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in such global preferred security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable depositary or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons who hold through participants). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a global preferred security.

      So long as the depositary for a global preferred security, or its nominee, is the registered owner of such global preferred security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the preferred securities represented by such global preferred security for all purposes under the indenture governing such preferred securities. Except as provided below, owners of beneficial interests in a global preferred security will not be entitled to have any of the individual preferred securities of the series represented by such global preferred security registered in their names, will not receive or be entitled to receive physical delivery of any such preferred securities of such series in definitive form and will not be considered the owners or holders thereof under the indenture.

      Payments of distributions, redemption price and liquidation distributions in respect of individual preferred securities represented by a global preferred security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the global preferred security representing such preferred securities. None of us, the property trustee, any paying agent, or the securities registrar for such preferred securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global preferred security representing such preferred securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

      We expect that the depositary for a series of preferred securities or its nominee, upon receipt of any payment of distributions, redemption price and liquidation distributions in respect of a permanent global preferred security representing any of such preferred securities, immediately will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interest in the aggregate liquidation amount of such global preferred security for such preferred securities as shown on the records of such depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in such global preferred security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name.” Such payments will be the responsibility of such participants.

      Unless otherwise specified in the applicable prospectus supplement, if a depositary for a series of preferred securities is at any time unwilling, unable or ineligible to continue as depositary and we do not appoint a successor depositary within 90 days, we will issue individual preferred securities of such series in exchange for the global preferred security representing such series of preferred securities. In addition, we may at any time and in our sole discretion, subject to any limitations described in the prospectus supplement relating to such preferred securities, determine not to have any preferred securities of such series represented by one or more global preferred securities and, in such event, will issue individual preferred securities of such series in exchange for the global preferred security or securities representing such series of preferred securities. Further, if we so specify with respect to the preferred securities of a series, an owner of a beneficial interest in a global preferred security representing preferred securities of such series may, on terms acceptable to us, the property trustee and the depositary for such global preferred security, receive individual preferred securities of such series in exchange for such beneficial interests, subject to any limitations described in the prospectus supplement relating to such preferred securities. In any such instance, an owner of a beneficial interest in a

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global preferred security will be entitled to physical delivery of individual preferred securities of the series represented by such global preferred security equal in principal amount to such beneficial interest and to have such preferred securities registered in its name.

Payment and Paying Agency

      Payments in respect of the preferred securities shall be made to the depositary, which shall credit the relevant accounts at the depositary on the applicable distribution dates or, if any CNA Capital Trust’s preferred securities are not held by the depositary, such payments shall be made by check mailed to the address of the holder entitled thereto as such address shall appear on the register. Unless otherwise specified in the applicable prospectus supplement, the paying agent shall initially be the property trustee and any co-paying agent chosen by the property trustee and acceptable to the administrative trustees and us. The paying agent shall be permitted to resign as paying agent upon 30 days’ written notice to the property trustee and us. In the event that the property trustee shall no longer be the paying agent, the administrative trustees shall appoint a successor (which shall be a bank or trust company acceptable to the administrative trustees and us) to act as paying agent.

Registrar and Transfer Agent

      Unless otherwise specified in the applicable prospectus supplement, the property trustee will act as registrar and transfer agent for the preferred securities.

      Registration of transfers of preferred securities will be effected without charge by or on behalf of each CNA Capital Trust, but upon payment of any tax or other governmental charges that may be imposed in connection with any transfer or exchange. The CNA Capital Trusts will not be required to register or cause to be registered the transfer of their preferred securities after such preferred securities have been called for redemption.

Information concerning the Property Trustee

      The property trustee, other than during the occurrence and continuance of a trust related event of default, undertakes to perform only such duties as are specifically set forth in each trust agreement and, after such junior debt related event of default, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the property trustee is under no obligation to exercise any of the powers vested in it by the applicable trust agreement at the request of any holder of preferred securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred thereby. If no junior debt related event of default has occurred and is continuing and the property trustee is required to decide between alternative causes of action, construe ambiguous provisions in the applicable trust agreement or is unsure of the application of any provision of the applicable trust agreement, and the matter is not one on which holders of preferred securities are entitled under such trust agreement to vote, then the property trustee shall take such action as we direct and if not so directed, shall take such action as it deems advisable and in the best interests of the holders of the CNA Capital Trust’s common securities and preferred securities and will have no liability except for its own bad faith, negligence or willful misconduct.

Miscellaneous

      The administrative trustees are authorized and directed to conduct the affairs of and to operate the CNA Capital Trusts in such a way that no CNA Capital Trust will be deemed to be an “investment company” required to be registered under the Investment Company Act of 1940 or classified as an association taxable as a corporation for United States federal income tax purposes and so that the corresponding junior debt securities will be treated as our indebtedness for United States federal income tax purposes. In this connection, we and the administrative trustees are authorized to take any action, not inconsistent with applicable law, the certificate of trust of each CNA Capital Trust or each trust agreement, that we and the

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administrative trustees determine in their discretion to be necessary or desirable for such purposes, as long as such action does not materially adversely affect the interests of the holders of the related preferred securities.

      Holders of the preferred securities have no preemptive or similar rights.

      No CNA Capital Trust may borrow money or issue debt or mortgage or pledge any of its assets.

DESCRIPTION OF GUARANTEES

      A guarantee will be executed and delivered by us concurrently with the issuance by each CNA Capital Trust of its preferred securities for the benefit of the holders from time to time of such preferred securities. J. P. Morgan Trust Company, National Association will act as indenture trustee under each guarantee for the purposes of compliance with the Trust Indenture Act of 1939 and each guarantee will be qualified as an indenture under the Trust Indenture Act of 1939. J. P. Morgan Trust Company, National Association, in its capacity as indenture trustee under each guarantee is referred to in this prospectus as the “guarantee trustee.” The form of the guarantee has been included as an exhibit to the registration statement of which this prospectus forms a part.

      The following description summarizes the material terms of the guarantees. This summary is qualified in its entirety by reference to the detailed provisions of the guarantees, including the definitions of certain terms used in the description of the guarantees in this prospectus, and those terms made a part of each of the guarantees by the Trust Indenture Act of 1939. Reference in this summary to preferred securities means that CNA Capital Trust’s preferred securities to which a guarantee relates. The guarantee trustee will hold each guarantee for the benefit of the holders of the related CNA Capital Trust’s preferred securities.

General

      We will irrevocably agree to pay in full on a subordinated basis, to the extent set forth herein, the guarantee payments (as defined below) to the holders of the preferred securities, as and when due, regardless of any defense, right of set-off or counterclaim that such CNA Capital Trust may have or assert other than the defense of payment. The following payments with respect to the preferred securities, to the extent not paid by or on behalf of the related CNA Capital Trust, will be subject to the guarantee: (i) any accumulated and unpaid distributions required to be paid on such preferred securities, to the extent that such CNA Capital Trust has funds on hand available therefor at such time, (ii) the redemption price with respect to any preferred securities called for redemption, to the extent that such CNA Capital Trust has funds on hand available therefor at such time, or (iii) upon a voluntary or involuntary dissolution, winding up or liquidation of such CNA Capital Trust (unless the corresponding junior debt securities are distributed to holders of such preferred securities), the lesser of (a) the liquidation distribution and (b) the amount of assets of such CNA Capital Trust remaining available for distribution to holders of preferred securities after satisfaction of liabilities to creditors of such CNA Capital Trust as required by applicable law. All such payments are referred to in this prospectus as the “guarantee payments.” Our obligation to make a guarantee payment may be satisfied by our direct payment of the required amounts to the holders of the applicable preferred securities or by causing the CNA Capital Trust to pay such amounts to such holders.

      Each guarantee will be an irrevocable guarantee on a subordinated basis of the related CNA Capital Trust’s obligations under the preferred securities, but will apply only to the extent that such related CNA Capital Trust has funds sufficient to make such payments, and is not a guarantee of collection.

      If we do not make required payments on the corresponding junior debt securities held by the CNA Capital Trust, the CNA Capital Trust will not have funds legally available and will not be able to pay the related amounts in respect of the preferred securities. Each guarantee will rank subordinate and junior in right of payment to all of our senior debt. Except as otherwise provided in the applicable prospectus supplement, the guarantees do not limit the incurrence or issuance of other of our secured or unsecured debt, whether under the indentures, the junior indenture, any other indenture that we may enter into in the future or otherwise. See the prospectus supplement relating to any offering of preferred securities.

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      Our obligations described herein and in any accompanying prospectus supplement, through the applicable guarantee, the applicable trust agreement, the junior debt securities, the junior indenture and any supplemental indentures thereto, and the expense agreement, taken together, constitute our full, irrevocable and unconditional guarantee of payments due on the preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of the CNA Capital Trust’s obligations under the preferred securities.

Status of the Guarantees

      Each guarantee will constitute our unsecured obligation and will rank subordinate and junior in right of payment to all of our senior debt.

      Each guarantee will rank equally with all other guarantees issued by us. Each guarantee will constitute a guarantee of payment and not of collection (i.e., the guaranteed party may institute a legal proceeding directly against the guarantor to enforce its rights under the guarantee without first instituting a legal proceeding against any other person or entity). Each guarantee will be held for the benefit of the holders of the related preferred securities. Each guarantee will not be discharged except by payment of the guarantee payments in full to the extent not paid by the CNA Capital Trust or upon distribution to the holders of the preferred securities of the corresponding junior debt securities. None of the guarantees places a limitation on the amount of additional senior debt that we may incur. We expect from time to time to incur additional indebtedness constituting senior debt.

Amendments and Assignment

      Except with respect to any changes which do not materially adversely affect the rights of holders of the preferred securities (in which case no vote will be required), no guarantee may be amended without the prior approval of the holders of not less than a majority of the aggregate liquidation amount of such outstanding preferred securities. The manner of obtaining any such approval will be as set forth under “Description of the Preferred Securities — Voting Rights; Amendment of Each trust agreement.” All guarantees and agreements contained in each guarantee shall bind the our successors, assigns, receivers, trustees and representatives and shall inure to the benefit of the holders of the related preferred securities then outstanding.

Events of Default

      An event of default under each guarantee will occur upon our failure to perform any of our payment or other obligations thereunder. The holders of not less than a majority in aggregate liquidation amount of the preferred securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the guarantee trustee in respect of such guarantee or to direct the exercise of any trust or power conferred upon the guarantee trustee under such guarantee.

      Any holder of the preferred securities may institute a legal proceeding directly against us to enforce its rights under such guarantee without first instituting a legal proceeding against the CNA Capital Trust, the guarantee trustee or any other person or entity.

      We, as guarantor, are required to file annually with the guarantee trustee a certificate as to whether or not we are in compliance with all the conditions and covenants applicable to us under the guarantee.

Information concerning the Guarantee Trustee

      The guarantee trustee, other than during the occurrence and continuance of a default by us in performance of any guarantee, undertakes to perform only such duties as are specifically set forth in each guarantee and, after default with respect to any guarantee, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the guarantee trustee is under no obligation to exercise any of the powers vested in it by any guarantee at the request of any holder of any preferred securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred thereby.

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Termination of the Guarantees

      Each guarantee will terminate and be of no further force and effect upon full payment of the redemption price of the preferred securities, upon full payment of the amounts payable upon liquidation of the related CNA Capital Trust or upon distribution of corresponding junior debt securities to the holders of the related preferred securities. Each guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of the related preferred securities must restore payment of any sums paid under such preferred securities or such guarantee.

The Expense Agreement

      Pursuant to the expense agreement entered into by us under each trust agreement, we will irrevocably and unconditionally guarantee to each person or entity to whom the CNA Capital Trust becomes indebted or liable, the full payment of any costs, expenses or liabilities of the CNA Capital Trust, other than obligations of the CNA Capital Trust to pay to the holders of any preferred securities or other similar interests in the CNA Capital Trust of the amounts due such holders pursuant to the terms of the preferred securities or such other similar interests, as the case may be.

DESCRIPTION OF PURCHASE CONTRACTS

AND PURCHASE UNITS

      We and/or the CNA Capital Trusts may issue purchase contracts, representing contracts obligating holders to purchase from us and/or the applicable CNA Capital Trust, and we and/or the applicable CNA Capital Trust to sell to the holders, a specified quantity of debt securities, junior debt securities, common stock, preferred stock, depositary shares, warrants or preferred securities at a future date or dates. The price of the securities subject to a purchase contract may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific formula set forth in the purchase contracts. The purchase contracts may be issued separately or as a part of units, referred to in this prospectus as “purchase units,” consisting of a purchase contract and either (x) debt securities or junior debt securities, (y) debt obligations of third parties, including U.S. Treasury securities, or (z) preferred securities of a CNA Capital Trust, securing the holder’s obligations to purchase the applicable securities under the purchase contracts. The purchase contracts may require us to make periodic payments to the holders of the purchase units or vice versa, and such payments may be unsecured or prefunded on some basis. The purchase contracts may require holders to secure their obligations thereunder in a specified manner and in certain circumstances we may deliver newly issued prepaid purchase contracts, referred to in this prospectus as “prepaid securities,” upon release to a holder of any collateral securing such holder’s obligations under the original purchase contract.

      The applicable prospectus supplement will describe the terms of any purchase contracts or purchase units and, if applicable, prepaid securities. The description in the prospectus supplement will not purport to be complete and will be qualified in its entirety by reference to the purchase contracts, the collateral arrangements and depositary arrangements, if applicable, relating to such purchase contracts or purchase units and, if applicable, the prepaid securities and the document pursuant to which such prepaid securities will be issued.

RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE CORRESPONDING

JUNIOR DEBT SECURITIES AND THE GUARANTEES

Full and Unconditional Guarantee

      Payments of distributions and other amounts due on the preferred securities (to the extent the CNA Capital Trust has funds available for the payment of such distributions) are irrevocably guaranteed by us as and to the extent set forth under “Description of Guarantees.” Taken together, our obligations under each series of junior debt securities, the junior indenture, the related trust agreement, the related expense agreement, and the related guarantee provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the related series of preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes

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such guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable and unconditional guarantee of the CNA Capital Trust’s obligations under the preferred securities. If and to the extent that we do not make payments on any series of corresponding junior debt securities, such CNA Capital Trust will not pay distributions or other amounts due on its preferred securities. The guarantees do not cover any payment when the related CNA Capital Trust does not have sufficient funds therefor. In such event, the remedy of a holder of a series of preferred securities is to institute a legal proceeding directly against us for enforcement of such payment to such holder. Our obligations under each guarantee are subordinate and junior in right of payment to all of our senior debt.

Sufficiency of Payments

      As long as payments of interest and other payments are made when due on each series of corresponding junior debt securities, such payments will be sufficient to cover distributions and other payments due on the related preferred securities, primarily because (i) the aggregate principal amount of each series of corresponding junior debt securities will be equal to the sum of the aggregate liquidation amount of the related preferred securities and related common securities; (ii) the interest rate and interest and other payment dates on each series of corresponding junior debt securities will match the distribution rate and distribution and other payment dates for the related preferred securities; (iii) we shall pay for all and any costs, expenses and liabilities of such CNA Capital Trust except the CNA Capital Trust’s obligations to holders of its preferred securities under such preferred securities; and (iv) each trust agreement further provides that the CNA Capital Trust will not engage in any activity that is not consistent with the limited purposes of such CNA Capital Trust.

      Notwithstanding anything to the contrary in the junior indenture, we have the right to set-off any payment we are otherwise required to make thereunder to the extent we have theretofore made, or is concurrently on the date of such payment making, a payment under the related guarantee.

Enforcement Rights of Holders of Preferred Securities

      A holder of any related preferred security may institute a legal proceeding directly against us to enforce its rights under the related guarantee without first instituting a legal proceeding against the guarantee trustee, the related CNA Capital Trust or any other person or entity.

      A default or event of default under any of our senior debt would not constitute a default or event of default. However, in the event of payment defaults under, or acceleration of, our senior debt, the subordination provisions of the junior indenture provide that no payments may be made in respect of the corresponding junior debt securities until such senior debt has been paid in full or any payment default thereunder has been cured or waived. Failure to make required payments on any series of corresponding junior debt securities would constitute a junior debt related event of default and permit direct actions by the holders of preferred securities against us to collect upon the corresponding junior debt securities.

Limited Purpose of CNA Capital Trusts

      Each CNA Capital Trust’s preferred securities evidence a beneficial interest in such CNA Capital Trust, and each CNA Capital Trust exists for the sole purpose of issuing its preferred securities and common securities and investing the proceeds thereof in corresponding junior debt securities. A principal difference between the rights of a holder of a preferred security and a holder of a corresponding junior debt security is that a holder of a corresponding junior debt security is entitled to receive from us the principal amount of and interest accrued on corresponding junior debt securities held, while a holder of preferred securities is entitled to receive payment of distributions and the redemption price from such CNA Capital Trust (or from us under the applicable guarantee) if and to the extent such CNA Capital Trust has funds available for such payment.

Rights upon Termination

      Upon any voluntary or involuntary termination, winding-up or liquidation of any CNA Capital Trust involving the liquidation of the corresponding junior debt securities, the holders of the related preferred securities will be entitled to receive, out of assets held by such CNA Capital Trust, the liquidation distribution

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in cash. Upon our voluntary or involuntary liquidation or bankruptcy, the property trustee, as holder of the corresponding junior debt securities, would be a subordinated creditor of ours, subordinated in right of payment to all senior debt, but entitled to receive payment in full of principal and interest, before any of our stockholders receive payments or distributions. Since we are the guarantor under each guarantee and have agreed to pay for all costs, expenses and liabilities of each CNA Capital Trust (other than the CNA Capital Trust’s obligations to the holders of its preferred securities), the positions of a holder of such preferred securities and a holder of such corresponding junior debt securities relative to other creditors and to our stockholders in the event of our liquidation or bankruptcy are expected to be substantially the same.

PLAN OF DISTRIBUTION

      We and/or any CNA Capital Trust may sell any of the securities offered pursuant to this prospectus in any one or more of the following ways from time to time: (i) through agents; (ii) to or through underwriters; (iii) through dealers; or (iv) directly to purchasers.

      The prospectus supplement with respect to the securities offered pursuant to this prospectus will set forth the terms of the offering of the securities, including the name or names of any underwriters, dealers or agents; the purchase price of the securities and the proceeds to us and/or a CNA Capital Trust from such sale; any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation; any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers and any securities exchange on which such securities may be listed. Any initial public offering price, discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

      The distribution of the securities offered pursuant to this prospectus may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

      Offers to purchase securities may be solicited by agents we designate from time to time. Any such agent involved in the offer or sale of the securities in respect of which this prospectus is delivered will be named, and any commissions payable by us and/or the applicable CNA Capital Trust to such agent will be described, in the applicable prospectus supplement. Unless otherwise indicated in such prospectus supplement, any such agent will be acting on a reasonable best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act of 1933, of the securities so offered and sold.

      If securities are sold by means of an underwritten offering, we and/or the applicable CNA Capital Trust will execute an underwriting agreement with an underwriter or underwriters at the time an agreement for such sale is reached, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth in the prospectus supplement which will be used by the underwriters to make resales of the securities in respect of which this prospectus is delivered to the public. If underwriters are used in the sale of the securities in respect of which this prospectus is delivered, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriter at the time of sale. Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters. If any underwriter or underwriters are used in the sale of the securities offered pursuant to this prospectus, unless otherwise indicated in the prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters with respect to a sale of securities will be obligated to purchase all such securities of a series if any are purchased.

      If a dealer is used in the sales of the securities in respect of which this prospectus is delivered, we and/or the applicable CNA Capital Trust will sell such securities to the dealer as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. Any such dealer may be deemed to be an underwriter, as such term is defined in the Securities Act of 1933, of the

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securities so offered and sold. The name of the dealer and the terms of the transaction will be set forth in the prospectus supplement relating thereto.

      We and/or the applicable CNA Capital Trust may solicit directly offers to purchase securities and we and/or the applicable CNA Capital Trust may make the sale thereof directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any resale thereof. The terms of any such sales will be described in the prospectus supplement relating thereto.

      Agents, underwriters and dealers may be entitled under relevant agreements to indemnification or contribution by us and/or the applicable CNA Capital Trust against certain liabilities, including liabilities under the Securities Act of 1933.

      Agents, underwriters and dealers may be customers of, engage in transactions with or perform services for us and our subsidiaries in the ordinary course of business.

      Securities offered pursuant to this prospectus may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms, referred to as “remarketing firms,” acting as principals for their own accounts or as agents for us and/or the applicable CNA Capital Trust. Any remarketing firm will be identified and the terms of its agreement, if any, with its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters, as such term is defined in the Securities Act of 1933, in connection with the securities remarketed thereby. Remarketing firms may be entitled under agreements which may be entered into with us and/or the applicable CNA Capital Trust to indemnification or contribution by us and/or the applicable CNA Capital Trust against certain civil liabilities, including liabilities under the Securities Act of 1933, and may be customers of, engage in transactions with or perform services for us and our subsidiaries in the ordinary course of business.

      If so indicated in the applicable prospectus supplement, we and/or the applicable CNA Capital Trust may authorize agents, underwriters or dealers to solicit offers by certain types of institutions to purchase securities offered pursuant to this prospectus from us and/or the applicable CNA Capital Trust at the public offering prices set forth in the applicable prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date or dates in the future. A commission indicated in the applicable prospectus supplement will be paid to underwriters, dealers and agents soliciting purchases of securities pursuant to any such delayed delivery contracts accepted by us and/or the applicable CNA Capital Trust.

VALIDITY OF SECURITIES

      Unless otherwise indicated in the applicable prospectus supplement, certain legal matters will be passed upon for us by Jonathan D. Kantor, Esq., our Executive Vice President, General Counsel and Secretary.

EXPERTS

      The consolidated financial statements, the related consolidated financial statement schedules, and Management’s Report on Internal Control Over Financial Reporting (as revised), incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K/ A for the year ended December 31, 2004 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports (which reports (1) expressed an unqualified opinion on the consolidated financial statements and consolidated financial statement schedules and included explanatory paragraphs relating to the restatement described in Note T and relating to the change in method of accounting for certain separate account products in 2004, (2) expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and (3) expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting), which are incorporated herein by reference and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other expenses of issuance and distribution.

      The following table sets forth the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the offering described in this registration statement.

Securities and Exchange Commission registration fee		$	176,550
Accounting fees and expenses			323,000
Printing and duplicating expenses			60,000
Rating agency fees			1,875,000
Legal fees and expenses			350,000
Indenture trustee’s fees and expenses			60,000
	Total	$	2,844,550

      The foregoing items, except for the Securities and Exchange Commission registration fee, are estimated. All expenses will be borne by CNAF, except as otherwise indicated.

Item 15. Indemnification of directors and officers.

      Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides in relevant part that “a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.”

      With respect to derivative actions, Section 145(b) of the DGCL provides in relevant part that “[a] corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor ... [by reason of the person’s service in one of the capacities specified in the preceding paragraph] against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other court shall deem proper.”

      Article X of CNAF’s By-Laws contains provisions similar to Section 145 of the DGCL, although providing mandatory indemnification in certain of the circumstances covered by Section 145(a) of the DGCL.

      Such indemnification may apply to claims arising under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted for directors, officers or persons controlling CNAF pursuant to the foregoing provisions, CNAF has been informed that in the

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opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by CNAF of expenses incurred or paid by a director, officer or controlling person of CNAF in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, CNAF will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

      CNAF maintains directors’ and officers’ liability insurance, subject to appreciable deductibles at the corporate level, for each wrongful act where corporate reimbursement is available to any director or officer.

      Under each trust agreement, CNAF will agree to indemnify each of the Trustees of the CNA Capital Trust or any predecessor Trustee for the CNA Capital Trust, and to hold the Trustee harmless against, any loss, damage, claims, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust agreements, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the trust agreements.

Item 16. Exhibits.

      See the Exhibit Index which is hereby incorporated herein by reference.

Item 17. Undertakings.

      (1) The undersigned registrants hereby undertake:

      a. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

      ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

      iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

      b. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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      c. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (2) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) If the securities to be registered are to be offered at competitive bidding, the undersigned registrants hereby undertake: (1) to use its best efforts to distribute prior to the opening of bids, to prospective bidders, underwriters, and dealers, a reasonable number of copies of a prospectus which at that time meets the requirements of Section 10(a) of the Act, and relating to the securities offered at competitive bidding, as contained in the Registration Statement, together with any supplements thereto, and (2) to file an amendment to the Registration Statement reflecting the results of bidding, the terms of the reoffering and related matters to the extent required by the applicable form, not later than the first use, authorized by the issuer after the opening of bids, of a prospectus relating to the securities offered at competitive bidding, unless no further public offering of such securities by the issuer and no reoffering of such securities by the purchasers is proposed to be made.

      (4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the registrant, pursuant to the provisions referred to in Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

      (5) The undersigned registrants hereby undertake that:

      a. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

      b. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on August 15, 2005.

CNA FINANCIAL CORPORATION

By:  /s/ Stephen W. Lilienthal

Stephen W. Lilienthal

Chairman of the Board and Chief Executive Officer

      Each of the undersigned does hereby constitute and appoint Jonathan D. Kantor and Robert M. Mann, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubmission to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that the attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement registration, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name, in his or her respective capacity as a member of the board of directors or officer of the registrant, the registration statement and/or any other form or forms as may be appropriate to be filed with the Securities and Exchange Commission as any of them may deem appropriate in connection therewith, to any and all amendments thereto, including post-effective amendments, to such registration statement, to any related Rule 462(b) registration statement and to any other documents filed with the Securities and Exchange Commission, as fully for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue of this prospectus.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Stephen W. Lilienthal Stephen W. Lilienthal	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	August 15, 2005
/s/ D. Craig Mense D. Craig Mense	Chief Financial Officer (Principal Financial Officer)	August 15, 2005
/s/ Lawrence J. Boysen Lawrence J. Boysen	Senior Vice President and Controller (Principal Accounting Officer)	August 15, 2005
/s/ Brenda J. Gaines Brenda J. Gaines	Director	August 15, 2005
/s/ Paul J. Liska Paul J. Liska	Director	August 15, 2005

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Name	Title	Date
/s/ Don M. Randel Don M. Randel	Director	August 15, 2005
/s/ Joseph Rosenberg Joseph Rosenberg	Director	August 15, 2005
/s/ James S. Tisch James S. Tisch	Director	August 15, 2005
/s/ Preston R. Tisch Preston R. Tisch	Director	August 15, 2005
/s/ Marvin Zonis Marvin Zonis	Director	August 15, 2005

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      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on August 15, 2005.

CNA FINANCIAL CAPITAL I

By:	CNA Financial Corporation, as Depositor
By:	/s/ Robert M. Mann

Robert M. Mann

Senior Vice President

By:  /s/ Lawrence J. Boysen

Lawrence J. Boysen

Senior Vice President and Corporate Controller

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      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on August 15, 2005.

CNA FINANCIAL CAPITAL II

By:	CNA Financial Corporation, as Depositor
By:	/s/ Robert M. Mann

Robert M. Mann

Senior Vice President

By:  /s/ Lawrence J. Boysen

Lawrence J. Boysen

Senior Vice President and Corporate Controller

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      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois on August 15, 2005.

CNA FINANCIAL CAPITAL III

By:	CNA Financial Corporation, as Depositor
By:	/s/ Robert M. Mann

Robert M. Mann

Senior Vice President

By:  /s/ Lawrence J. Boysen

Lawrence J. Boysen

Senior Vice President and Corporate Controller

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INDEX TO EXHIBITS

Exhibit			Document Description
	3	.1	Certificate of Incorporation of CNA Financial Corporation, as amended May 6, 1987 and May 6, 1998 (incorporated by reference to Exhibit 3.1 of CNAF’s registration statement on Form S-8 (File No. 333-65493)).
	3	.2	Certificate of Incorporation of CNA Financial Corporation, as amended May 20, 1999 (incorporated by reference to Exhibit 3.1 of CNAF’s annual report on Form 10-K for the year ended December 31, 1999).
	3	.3	By-laws of CNA Financial Corporation, as amended effective April 28, 2004 (incorporated by reference to Exhibit 3.2 of CNAF’s annual report on Form 10-K for the year ended December 31, 2004).
	4	.1	Senior Debt Indenture, dated as of March 1, 1991, between CNA Financial Corporation and The First National Bank of Chicago, a national banking association, as Trustee (incorporated by reference to Exhibit 4.1 of CNAF’s current report on Form 8-K dated December 15, 2004).
	4	.2	First Supplemental Indenture of the Senior Indenture, dated as of October 15, 1993, between CNA Financial Corporation and The First National Bank of Chicago, a national banking association, as Trustee (incorporated by reference to Exhibit 4.2 of CNAF’s current report on Form 8-K dated December 15, 2004).
	4	.3	Second Supplemental Indenture of the Senior Indenture, dated as of December 15, 2004, between CNA Financial Corporation and J. P. Morgan Trust Company, National Association (formerly known as The First National Bank of Chicago), a national banking association, as Trustee (incorporated by reference to Exhibit 4.3 of CNAF’s current report on Form 8-K dated December 15, 2004).
	4	.4	Form of Subordinated Indenture between CNA Financial Corporation and J. P. Morgan Trust Company, National Association, a national banking association, as Trustee.
	4	.5	Form of Junior Subordinated Indenture between CNA Financial Corporation and J. P. Morgan Trust Company, National Association, a national banking association, as Trustee.
	4	.6	Certificate of Trust of CNA Financial Capital I (incorporated by reference to Exhibit 4(e) of CNAF’s registration statement on Form S-3/A (File No. 333-69741) filed on April 20, 1999).
	4	.7	Certificate of Amendment to Certificate of Trust of CNA Financial Capital I.
	4	.8	Amended and Restated Trust Agreement of CNA Financial Capital I, dated as of August 12, 2005, among CNA Financial Corporation, as depositor, J. P. Morgan Trust Company, National Association, a national banking association, Chase Bank USA, National Association, a national banking association, D. Craig Mense and Dennis Hemme, as trustees.
	4	.9	Certificate of Trust of CNA Financial Capital II (incorporated by reference to Exhibit 4(g) of CNAF’s registration statement on Form S-3/A (File No. 333-69741) filed on April 20, 1999).
	4	.10	Certificate of Amendment to Certificate of Trust of CNA Financial Capital II.
	4	.11	Amended and Restated Trust Agreement of CNA Financial Capital II, dated as of August 12, 2005, among CNA Financial Corporation, as depositor, J. P. Morgan Trust Company, National Association, a national banking association, Chase Bank USA, National Association, a national banking association, D. Craig Mense and Dennis Hemme, as trustees.
	4	.12	Certificate of Trust of CNA Financial Capital III (incorporated by reference to Exhibit 4(i) of CNAF’s registration statement on Form S-3/A (File No. 333-69741) filed on April 20, 1999).
	4	.13	Certificate of Amendment to Certificate of Trust of CNA Financial Capital III.
	4	.14	Amended and Restated Trust Agreement of CNA Financial Capital III, dated as of August 12, 2005, among CNA Financial Corporation, as depositor, J. P. Morgan Trust Company, National Association, a national banking association, Chase Bank USA, National Association, a national banking association, D. Craig Mense and Dennis Hemme, as trustees.
	4	.15	Form of Second Amended and Restated Trust Agreement for the CNA Capital Trusts.
	4	.16	Form of Guarantee Agreement for the CNA Capital Trusts.
	5	.1*	Opinion of Jonathan D. Kantor, Esq.

Exhibit			Document Description
	5	.2*	Opinion of Young Conaway Stargatt & Taylor, LLP as to legality of the Preferred Securities to be issued by the CNA Capital Trusts.
	23	.1*	Consent of Jonathan D. Kantor, Esq. (included as part of Exhibit 5.1).
	23	.2	Consent of Deloitte & Touche LLP.
	23	.3*	Consent of Young Conaway Stargatt & Taylor, LLP (included as part of Exhibit 5.2).
	24		Powers of Attorney (included as part of signature page hereto).
	25	.1	Form T-1 Statement of Eligibility of J. P. Morgan Trust Company, National Association to act as trustee under the Indentures.
	25	.2	Form T-1 Statement of Eligibility of J. P. Morgan Trust Company, National Association to act as trustee under the Amended and Restated Trust Agreement for the CNA Capital Trusts.
	25	.3	Form T-1 Statement of Eligibility of J. P. Morgan Trust Company, National Association under the Guarantee for the benefit of the holders of Preferred Securities of the CNA Capital Trusts.

*  To be filed by amendment.

EX-4.4

                                                                     EXHIBIT 4.4

================================================================================

                            CNA FINANCIAL CORPORATION

                                       AND

            J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, Trustee

                                   ----------

                                    INDENTURE

                         Dated as of __________ __, 200_

                                   ----------

                          Subordinated Debt Securities

================================================================================

                                TABLE OF CONTENTS

                                                                              
PARTIES......................................................................    1
RECITALS.....................................................................    1
Authorization of Indenture...................................................    1
Compliance with Legal Requirements...........................................    1
Purpose of and Consideration for Indenture...................................    1

                                   ARTICLE ONE

                                   DEFINITIONS

SECTION 1.1  Certain Terms Defined...........................................    1
   "Authenticating Agent"....................................................    2
   "Board of Directors"......................................................    2
   "Board Resolution"........................................................    2
   "Business Day"............................................................    2
   "CEDEL S.A."..............................................................    2
   "Capital Stock"...........................................................    2
   "Commission"..............................................................    2
   "Common Stock"............................................................    2
   "Company".................................................................    3
   "Company Notice"..........................................................    3
   "Company Order" or "Company Request"......................................    3
   "Corporate Trust Office"..................................................    3
   "Coupon"..................................................................    3
   "Coupon Security".........................................................    3
   "Debt"....................................................................    3
   "Depository"..............................................................    3
   "Dollar"..................................................................    3
   "ECU".....................................................................    4
   "Euro-clear"..............................................................    4
   "Event of Default"........................................................    4
   "Foreign Currency"........................................................    4
   "Global Security".........................................................    4
   "Holder", "Holder of Securities", "Securityholder"........................    4
   "Indenture"...............................................................    4
   "Officer's Certificate"...................................................    4
   "Opinion of Counsel"......................................................    4
   "Original Issue Date".....................................................    5
   "Original Issue Discount Security"........................................    5
   "Outstanding".............................................................    5
   "Paying Agent"............................................................    5
   "Person"..................................................................    5
   "Place of Payment"........................................................    6
   "principal"...............................................................    6
   "Principal Amount at Maturity"............................................    6
   "Redemption Price" or "redemption price"..................................    6




                                      -ii-

                                                                             
   "Registered Holder".......................................................    6
   "Registered Security".....................................................    6
   "Responsible Officer".....................................................    6
   "Security" or "Securities"................................................    6
   "Series" or "Series of Securities"........................................    6
   "Stated Maturity".........................................................    6
   "Subsidiary"..............................................................    7
   "Tranche".................................................................    7
   "Trustee".................................................................    7
   "Trust Indenture Act of 1939".............................................    7
   "United States"...........................................................    7
   "United States Alien".....................................................    7
   "Unregistered Security"...................................................    7
   "vice president"..........................................................    7
   "Yield to Maturity".......................................................    7

                                   ARTICLE TWO

                                   SECURITIES

SECTION 2.1   Forms Generally................................................    8
SECTION 2.2   Form of Trustee's Certificate of Authentication................    8
SECTION 2.3   Amount Unlimited; Issuable in Series...........................    9
SECTION 2.4   Authentication and Delivery of Securities......................   12
SECTION 2.5   Execution of Securities........................................   13
SECTION 2.6   Certificate of Authentication..................................   14
SECTION 2.7   Denomination and Date of Securities; Payments of Interest......   14
SECTION 2.8   Registration, Transfer and Exchange............................   17
SECTION 2.9   Mutilated, Defaced, Destroyed, Lost and Stolen Securities......   21
SECTION 2.10  Cancellation of Securities, Destruction Thereof................   22
SECTION 2.11  Temporary Securities...........................................   22
SECTION 2.12  Compliance with Certain Laws and Regulations...................   25
SECTION 2.13  Appointment of Agents with Respect to Certain Calculations.....   25
SECTION 2.14  Securities Issuable in the Form of a Global Security...........   25

                                  ARTICLE THREE

                            COVENANTS OF THE COMPANY

SECTION 3.1   Payment of Principal and Interest..............................   28
SECTION 3.2   Offices for Payment, etc.......................................   28
SECTION 3.3   Appointment to Fill a Vacancy in Office of Trustee.............   30
SECTION 3.4   Paying Agents..................................................   30
SECTION 3.5   Written Statement to Trustee...................................   31
SECTION 3.6   Corporate Existence............................................   31
SECTION 3.7   Additional Amounts.............................................   31
SECTION 3.8   Defeasance of Certain Obligations and Certain Events of
                 Default.....................................................   32




                                      -iii-

                                                                             
                                  ARTICLE FOUR

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

SECTION 4.1   Company to Furnish Trustee Information as to Names and
                 Addresses of Securityholders................................   34
SECTION 4.2   Preservation and Disclosure of Securityholders' Lists..........   35
SECTION 4.3   Reports by the Company.........................................   36
SECTION 4.4   Reports by the Trustee.........................................   37

                                  ARTICLE FIVE

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

SECTION 5.1   Event of Default Defined; Acceleration of Maturity; Waiver of
                 Default.....................................................   39
SECTION 5.2   Collection of Indebtedness by Trustee; Trustee May Prove Debt..   42
SECTION 5.3   Application of Proceeds........................................   45
SECTION 5.4   Suits for Enforcement..........................................   46
SECTION 5.5   Restoration of Rights on Abandonment of Proceedings............   46
SECTION 5.6   Limitations on Suits by Securityholders........................   47
SECTION 5.7   Unconditional Right of Securityholders to Institute Certain
                 Suits.......................................................   47
SECTION 5.8   Powers and Remedies Cumulative; Delay or Omission Not Waiver
                 of Default..................................................   48
SECTION 5.9   Control by Securityholders.....................................   48
SECTION 5.10  Waiver of Past Defaults........................................   49
SECTION 5.11  Trustee to Give Notice of Default, But May Withhold in Certain
                 Circumstances...............................................   49
SECTION 5.12  Right of Court to Require Filing of Undertaking to Pay Costs...   50

                                   ARTICLE SIX

                             CONCERNING THE TRUSTEE

SECTION 6.1   Duties and Responsibilities of the Trustee; Prior to Default;
                 During Default..............................................   50
SECTION 6.2   Certain Rights of the Trustee..................................   51
SECTION 6.3   Trustee Not Responsible for Recitals, Disposition of
                 Securities or Application of Proceeds Thereof...............   53
SECTION 6.4   Trustee and Agents May Hold Securities; Collections, etc.......   53
SECTION 6.5   Moneys Held by Trustee.........................................   53
SECTION 6.6   Compensation and Indemnification of Trustee and Its Prior
                 Claim.......................................................   53
SECTION 6.7   Right of Trustee to Rely on Officer's Certificate, etc.........   54
SECTION 6.8   Qualification of Trustee; Conflicting Interests................   54
SECTION 6.9   Persons Eligible for Appointment as Trustee....................   61
SECTION 6.10  Resignation and Removal; Appointment of Successor Trustee......   61
SECTION 6.11  Acceptance of Appointment by Successor Trustee.................   63
SECTION 6.12  Merger, Conversion, Consolidation or Succession to Business of
                 Trustee.....................................................   64
SECTION 6.13  Preferential Collection of Claims Against the Company..........   65
SECTION 6.14  Appointment of Authenticating Agent............................   69




                                      -iv-

                                                                             
                                  ARTICLE SEVEN

                         CONCERNING THE SECURITYHOLDERS

SECTION 7.1   Evidence of Action Taken by Securityholders....................   70
SECTION 7.2   Proof of Execution of Instruments..............................   71
SECTION 7.3   Holders to Be Treated as Owners................................   71
SECTION 7.4   Securities Owned by Company Deemed Not Outstanding.............   72
SECTION 7.5   Right of Revocation of Action Taken............................   72

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

SECTION 8.1   Supplemental Indentures Without Consent of Securityholders.....   73
SECTION 8.2   Supplemental Indentures With Consent of Securityholders........   74
SECTION 8.3   Effect of Supplemental Indenture...............................   76
SECTION 8.4   Documents to Be Given to Trustee...............................   76
SECTION 8.5   Notation on Securities in Respect of Supplemental Indentures...   76

                                  ARTICLE NINE

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1   Company May Consolidate, etc., on Certain Terms................   76
SECTION 9.2   Successor Corporation Substituted..............................   77
SECTION 9.3   Opinion of Counsel to Trustee..................................   77

                                   ARTICLE TEN

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 10.1  Satisfaction and Discharge of Indenture........................   78
SECTION 10.2  Application by Trustee of Funds Deposited for Payment of
                 Securities..................................................   81
SECTION 10.3  Repayment of Moneys Held by Paying Agent.......................   81
SECTION 10.4  Return of Unclaimed Moneys Held by Trustee and Paying Agent....   81
SECTION 10.5  Reinstatement of Company's Obligations.........................   82

                                 ARTICLE ELEVEN

                                  SUBORDINATION

SECTION 11.1  Securities Subordinate to Senior Indebtedness..................   82
SECTION 11.2  Payment Over of Proceeds upon Dissolution, etc.................   83
SECTION 11.3  Acceleration of Securities.....................................   85
SECTION 11.4  Default on Senior Indebtedness.................................   85




                                       -v-

                                                                             
SECTION 11.5  Payment Permitted if No Default................................   86
SECTION 11.6  Subrogation to Rights of Holders of Senior Indebtedness........   87
SECTION 11.7  Provisions Solely to Define Relative Rights....................   87
SECTION 11.8  Trustee to Effectuate Subordination............................   88
SECTION 11.9  No Waiver of Subordination Provisions..........................   88
SECTION 11.10 Notice to Trustee..............................................   88
SECTION 11.11 Reliance on Judicial Order or Certificate of Liquidating
                 Agent.......................................................   89
SECTION 11.12 Trustee Not Fiduciary for Holders of Senior Indebtedness.......   90
SECTION 11.13 Rights of Trustee as Holder of Senior Indebtedness;
                 Preservation of Trustee's Rights............................   90
SECTION 11.14 Article Eleven Applicable to Paying Agents.....................   90

                                 ARTICLE TWELVE

                            MISCELLANEOUS PROVISIONS

SECTION 12.1  Incorporators, Stockholders, Officers and Directors of Company
                 Exempt from Individual Liability............................   91
SECTION 12.2  Provisions of Indenture for the Sole Benefit of Parties and
                 Securityholders.............................................   91
SECTION 12.3  Successors and Assigns of Company Bound by Indenture...........   91
SECTION 12.4  Notices and Demands on Company, Trustee and Securityholders....   91
SECTION 12.5  Officer's Certificates and Opinions of Counsel; Statements to
                 Be Contained Therein........................................   93
SECTION 12.6  Payments Due on Saturdays, Sundays and Holidays................   94
SECTION 12.7  Conflict of Any Provision of Indenture with Trust Indenture
                 Act of 1939.................................................   94
SECTION 12.8  New York Law to Govern.........................................   94
SECTION 12.9  Counterparts...................................................   94
SECTION 12.10 Effect of Headings.............................................   94
SECTION 12.11 Determination of Principal Amount..............................   94


                                ARTICLE THIRTEEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 13.1  Applicability of Article.......................................   95
SECTION 13.2  Notice of Redemption; Partial Redemptions......................   95
SECTION 13.3  Payment of Securities Called for Redemption....................   96
SECTION 13.4  Exclusion of Certain Securities from Eligibility for
                 Selection for Redemption....................................   97
SECTION 13.5  Mandatory and Optional Sinking Funds...........................   97



TESTIMONIUM

SIGNATURES

ACKNOWLEDGMENTS

Exhibit A - Form of Certifications


                                      -vi-

                            CROSS REFERENCE SHEET*/1/

     Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of
________ __, 200_, between CNA FINANCIAL CORPORATION and J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION, Trustee:



Section of the Act            Section of Indenture
- ------------------       -----------------------------
                      
310(a)(1) and (2)                     6.9
310(a)(3) and (4)                Inapplicable
310(b)                   6.8 and 6.10(a), (b) and (d)
310(c)                           Inapplicable
311(a)                    6.13(a) and (c)(1) and (2)
311(b)                              6.13(b)
311(c)                           Inapplicable
312(a)                          4.1 and 4.2(a)
312(b)                          4.2(a) and (b)
312(c)                              4.2(c)
313(a)                   4.4(a)(i), (ii), (iii), (iv),
                                 (v) and (vi)
313(b)(1)                        Inapplicable
313(b)(2)                             4.4
313(c)                                4.4
313(d)                                4.4
314(a)                                4.3
314(b)                           Inapplicable
314(c)(1) and (2)                    11.5
314(c)(3)                        Inapplicable
314(d)                           Inapplicable
314(e)                               11.5
314(f)                           Inapplicable
315(a), (c) and (d)                   6.1
315(b)                               5.11
315(e)                               5.12
316(a)(1)                        5.9 and 5.10
316(a)(2)                        Not required
316(a) (last sentence)                7.4
316(b)                                5.7
317(a)                                5.2
317(b)                          3.4(a) and (b)
318(a)                               11.7


- ----------
*    This Cross Reference Sheet is not part of the Indenture.


                                      -vii-

     THIS INDENTURE, dated as of _______ __, 200_ between CNA FINANCIAL
CORPORATION, a Delaware corporation (the "Company"), and J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee (the
"Trustee"),

                                   WITNESSETH:

     WHEREAS, the Company has duly authorized the issue from time to time of its
unsecured subordinated debentures, notes or other evidences of subordinated
indebtedness to be issued in one or more Series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture and to provide, among other things, for the
authentication, delivery and administration thereof, the Company has duly
authorized the execution and delivery of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by the
holders thereof, the Company and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective holders from time to time of
the Securities as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

     SECTION 1.1 Certain Terms Defined. The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section. All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939 or the definitions
of which in the Securities Act of 1933 are referred to in the Trust Indenture
Act of 1939, including terms defined therein by reference to the Securities Act
of 1933 (except as herein otherwise expressly provided or unless the context
otherwise clearly requires), shall have the meanings assigned to such terms in
said Trust Indenture Act and in said Securities Act as in force at the date of
this Indenture. All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting principles"
means such accounting principles as are generally accepted at the time of any
computation. The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole, as supplemented and amended
from time to time, and not to any particular Article, Section or other
subdivision. The terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate Securities of
one or more Series.

     "Board of Directors" means either the Board of Directors of the Company or
the Executive Committee or other committee of such Board duly authorized to act
hereunder.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "Business Day" means, except as may otherwise be provided in the form of
Securities of any particular Series, with respect to any Place of Payment, any
day, other than a Saturday or Sunday, that is not a legal holiday, or a day on
which banking institutions are authorized or required by law or regulation to
close in The City of New York or in that Place of Payment, or with respect to
Securities denominated in a Foreign Currency, the capital city of the country of
such Foreign Currency, or with respect to Securities denominated in ECU,
Brussels, Belgium.

     "CEDEL S.A." means Central de Liaison de Valeurs Mobilieres S.A.

     "Capital Stock" for any corporation means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock issued by that corporation.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act of 1939, then the body performing such duties on such date.

     "Common Stock" means the shares of Common Stock, par value $2.50 per share,
of the Company as it exists on the date of this Indenture or any other shares of
Capital Stock of the Company into which the Common Stock shall be reclassified
or changed.

     "Company" means CNA Financial Corporation, a Delaware corporation, and,
subject to Article Nine, its successors and assigns.

     "Company Notice" means the confirmation of the Company, transmitted by
telex, telecopy or in writing to the Trustee of the terms of the issuance of any
Securities issuable in Tranches.

     "Company Order" or "Company Request" means a written order or request of
the Company, signed in its name by its President, Senior Vice President and
Chief Financial Officer or Treasurer.

"Corporate Trust Office" means the office of the Trustee at which the corporate
trust business of the Trustee shall, at any particular time, be principally
administered, which office is, at the date as of which this Indenture is dated,
located at 55 West Monroe Street, 15th Floor, Chicago, Illinois 60602,
Attention: Institutional Trust Services.

     "Coupon" means any interest coupon appertaining to any Security.

     "Coupon Security" means any Security authenticated and delivered with one
or more Coupons appertaining thereto.

     "Debt" means with respect to any person at any date, without duplication,
(i) all obligations of such person for borrowed money, (ii) all obligations of
such person evidenced by bonds, debentures, notes, or other similar instruments,
(iii) all obligations of the type described in clause (i) and/or clause (ii)
secured by a lien on any asset of such person, whether or not such obligation is
assumed by such person and (iv) all obligations of the type described in clause
(i) and/or clause (ii) for the payment of which such person is responsible or
liable as obligor or guarantor.


                                       -2-

     "Depository" means, unless otherwise specified by the Company pursuant to
Section 2.3, with respect to Securities of any series issuable or issued as a
Global Security, The Depository Trust Company, New York, New York, or any
successor thereto registered as a clearing agency pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation.

     "Dollar" means the coin or currency of the United States which as of the
time of payment is legal tender for the payment of public and private debts.

     "ECU" means the European Currency Unit as defined and revised from time to
time by the Council of the European Communities.

     "Euro-clear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euro-clear System.

     "Event of Default" means any event or condition specified as such in
Section 5.1.

     "Foreign Currency" means a currency issued by the government of any country
other than the United States.

     "Global Security", when used with respect to any series of Securities
issued hereunder, means a Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depository pursuant to the
Depository's instruction, all in accordance with this Indenture and an indenture
supplemental hereto, if any, or Board Resolution and pursuant to a Company
Order, which Global Security shall be registered in the name of the Depository
or its nominee and which shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the Outstanding Securities of
such series or any portion thereof, in either case having the same terms,
including, without limitation, the same original issue date, date or dates on
which principal is due, and interest rate or method of determining interest.

     "Holder", "Holder of Securities", "Securityholder" or other similar terms
mean the bearer of an Unregistered Security or a Registered Holder of a
Registered Security and, when used with respect to any Coupon, means the bearer
thereof.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, and shall include the forms and terms of particular Series of Securities
established as contemplated hereunder.

     "Officer's Certificate" means a certificate signed by the President, the
Senior Vice President and Chief Financial Officer or the Treasurer of the
Company and delivered to the Trustee. Each such certificate shall include the
statements provided for in Section 12.5.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel
who may be an employee of or counsel to the Company. Each such opinion shall
include the statements provided for in Section 12.5.

     "Original Issue Date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.


                                       -3-

     "Original Issue Discount Security" means any Security which provides for an
amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 5.1.

     "Outstanding" (except as otherwise provided in Section 6.8), when used with
reference to Securities, shall, subject to the provisions of Section 7.4, mean,
as of any particular time, all Securities authenticated and delivered by the
Trustee under this Indenture, except

          (a) Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (b) Securities, or portions thereof, for the payment or redemption of
     which moneys in the necessary amount shall have been deposited in trust
     with the Trustee or with any paying agent (other than the Company) or shall
     have been set aside, segregated and held in trust by the Company for the
     holders of such Securities (if the Company shall act as its own paying
     agent), provided that if such Securities, or portions thereof, are to be
     redeemed prior to the maturity thereof, notice of such redemption shall
     have been given as herein provided, or provision satisfactory to the
     Trustee shall have been made for giving such notice; and

          (c) Securities in substitution for which other Securities shall have
     been authenticated and delivered, or which shall have been paid, pursuant
     to the terms of Section 2.9 (except with respect to any such Security as to
     which proof satisfactory to the Trustee is presented that such Security is
     held by a person in whose hands such Security is a legal, valid and binding
     obligation of the Company).

     "Paying Agent" means any Person (which may include the Company) authorized
by the Company to pay the principal of or interest, if any, on any Security on
behalf of the Company.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     "Place of Payment" when used with respect to the Securities of any Series,
means the place or places where the principal of and interest, if any, on the
Securities of that Series are payable as specified pursuant to Section 3.2.

     "principal" whenever used with reference to the Securities or any Security
or any portion thereof, shall be deemed to include "and premium, if any."

     "Principal Amount at Maturity" of a Security means the Principal Amount at
Maturity as set forth on the face of the Security.

     "Redemption Price" or "redemption price" means the price at which the
Securities of any Series shall or may be redeemed in accordance with the terms
of such Securities, as provided in the Board Resolution or in any indenture
supplemental hereto establishing such Series as contemplated by Section 2.3.

     "Registered Holder" when used with respect to a Registered Security means
the person in whose name such Security is registered in the Security register.

     "Registered Security" means any Security registered in the Security
register.


                                       -4-

     "Responsible Officer" when used with respect to the Trustee shall mean any
officer in the corporate trust department (or any successor group) of the
Trustee including any vice president, assistant vice president, assistant
secretary, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred at the Corporate Trust Office because of his or her knowledge of and
familiarity with the particular subject.

     "Security" or "Securities" (except as otherwise provided in Section 6.8)
has the meaning stated in the first recital of this Indenture, or, as the case
may be, Securities that have been authenticated and delivered under this
Indenture.

     "Series" or "Series of Securities" means a series of Securities. Except in
Sections 1.1 - "Outstanding," 2.3 and 7.4 and Articles Five, Six and Eleven, the
terms "Series" or "Series of Securities" shall also mean a Tranche in the event
that the applicable Series may be issued in separate Tranches.

     "Stated Maturity", when used with respect to any Security of any Series,
means the date specified in such Security as the fixed date on which an amount
equal to the Principal Amount at Maturity of such Security is due and payable,
as provided in the Board Resolution or in any indenture supplemental hereto
establishing such Series as contemplated by Section 2.3.

     "Subsidiary" means any corporation, of which at least a majority of the
Voting Stock is at the time owned directly or indirectly by the Company or by
the Company and its other Subsidiaries. The term "Voting Stock" means
outstanding shares of stock having voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting
power because of default in dividends or some other default.

     "Tranche" means all Securities of the same Series which have the same issue
date, maturity date and other terms.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article Six, any successor trustee.

     "Trust Indenture Act of 1939" (except as otherwise provided in Sections 8.1
and 8.2) means the Trust Indenture Act of 1939 as in force at the date as of
which this Indenture was originally executed.

     "United States" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

     "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non- resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non- resident alien fiduciary of a foreign estate or trust.

     "Unregistered Security" means any Security not registered as to principal.

     "vice president" when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title of "vice president."


                                       -5-

     "Yield to Maturity" means the yield to maturity on a series of Securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated by the
Company in accordance with accepted financial practice.

                                   ARTICLE TWO

                                   SECURITIES

     SECTION 2.1 Forms Generally. The Securities of each Series (including any
temporary or permanent global Securities) and the Coupons, if any, shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to a Board Resolution (or, to the extent established
pursuant to, rather than set forth in, such Board Resolution, in an Officer's
Certificate) or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture (the provisions of which shall be
appropriate to reflect the terms of each Series of Securities, including the
currency or denomination, which may be Dollars, Foreign Currency or ECU) and may
have imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Indenture, as may be required to comply
with any law or with any rules or regulations pursuant thereto, or with any
rules of any securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities and Coupons, if any, as
evidenced by their execution of the Securities and Coupons, if any.

     The definitive Securities and Coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities and
Coupons, if any, as evidenced by their execution of such Securities and Coupons,
if any.

     SECTION 2.2 Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication on all Securities shall be in substantially the
following form:

          "This is one of the Securities of the Series designated herein and
     referred to in the within-mentioned Indenture.

                                        J.P. MORGAN TRUST COMPANY,
                                        NATIONAL ASSOCIATION, as Trustee


                                        By
                                           -------------------------------------
                                        Authorized Officer"

     SECTION 2.3 Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued in one or more Series. There shall be
established in or pursuant to a Board Resolution, or to the extent established
pursuant to, rather than set forth in, such resolution, established in an
Officer's Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any Series:


                                       -6-

          (1) the title of the Securities of the Series (which title shall
     distinguish the Securities of the Series from all other Securities issued
     by the Company);

          (2) any limit upon the aggregate principal amount of the Securities of
     the Series that may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     Series pursuant to Sections 2.8, 2.9, 2.11 or 13.3);

          (3) whether Securities of the Series are to be issuable as Registered
     Securities, Unregistered Securities or both, whether the securities of such
     Series are to be uncertificated and whether any Securities of the Series
     are to be issuable initially in temporary global form and whether any
     Securities of the Series are to be issuable in permanent global form with
     or without coupons and, if so, (i) whether beneficial owners of interest in
     any such permanent global Security may exchange such interest for
     Securities of such Series and of like tenor of any authorized form and
     denomination and the circumstances under which any such exchanges may
     occur, if other than in the manner provided in Section 2.8 and (ii) the
     name of the depositary with respect to any global Security;

          (4) the Person to whom any interest in any Registered Security of the
     Series shall be payable, if other than the Person in whose name the
     Security (or one or more predecessor Securities) is registered at the close
     of business on the record date for such interest, the manner in which, or
     the Person to whom, any interest on any Unregistered Security of the Series
     shall be payable, if otherwise than upon presentation and surrender of the
     Coupons appertaining thereto as they severally mature, and the extent to
     which, or the manner in which, any interest payable on a temporary global
     Security on an interest payment date will be paid if other than in the
     manner provided in Section 2.11;

          (5) the date or dates on which the principal of the Securities of the
     Series is payable;

          (6) the rate or rates (or formula for determining such rates) at which
     the Securities of the Series shall bear interest, if any, the date or dates
     from which such interest shall accrue, the interest payment dates on which
     such interest shall be payable and the record dates for the determination
     of Holders to whom interest is payable;

          (7) whether the interest rate or interest rate formula, as the case
     may be, for Securities of the Series may be reset at the option of the
     Company and, if so, the date or dates on which such interest rate or
     interest rate formula, as the case may be, may be reset;

          (8) the place or places where the principal and interest on Securities
     of the Series shall be payable (if other than as provided in Section 3.2),
     any Registered Securities of the Series may be surrendered for registration
     of transfer, Securities of the Series may be surrendered for exchange and
     notices and demands to or upon the Company in respect of the Securities of
     the Series and this Indenture may be served;

          (9) the price or prices at which, the period or periods within which
     and the terms and conditions upon which Securities of the Series may be
     redeemed or repurchased, in whole or in part, at the option of the Company
     or repaid at the option of the Holders;

          (10) the obligation, if any, of the Company to redeem, purchase or
     repay Securities of the Series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof and the price or prices at
     which and the period or periods within which and the terms and


                                       -7-

     conditions upon which Securities of the Series shall be redeemed, purchased
     or repaid, in whole or in part, pursuant to such obligation;

          (11) the denominations in which any Registered Securities of the
     Series may be issued, if other than denominations of $1,000 and any
     integral multiple thereof, and the denomination or denominations in which
     any Unregistered Securities of the Series may be issued, if other than the
     denomination of $5,000;

          (12) the form of the Securities (or forms thereof if Unregistered and
     Registered Securities shall be issuable in such Series), including such
     legends as required by law or as the Company deems necessary or
     appropriate, the form of any Coupons or temporary global Security which may
     be issued and the forms of any certificates which may be required hereunder
     or which the Company may require in connection with the offering, sale,
     delivery or exchange of Unregistered Securities;

          (13) the currencies or currencies, including composite currencies, in
     which payments of interest or principal are payable with respect to the
     Securities of the Series if other than the currency of the United States of
     America;

          (14) if the amount of payments of principal of or interest on the
     Securities of any Series may be determined with reference to the
     differences in the price of or rate of exchange between any indexes,
     currencies or commodities, the manner in which such amounts shall be
     determined;

          (15) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the Series which shall be payable upon
     acceleration of the maturity thereof pursuant to Section 5.1 or provable in
     bankruptcy pursuant to Section 5.2;

          (16) whether Securities of the Series are issuable in Tranches;

          (17) any additional events of default or restrictive covenants with
     respect to the Securities of such Series which are not set forth herein,
     and whether any such additional events of default or restrictive covenants
     are subject to defeasance in accordance with Section 3.8;

          (18) any other terms or conditions upon which the Securities of the
     Series are to be issued (which terms shall not be inconsistent with the
     provisions of this Indenture); and

          (19) any trustees, authenticating or paying agents, transfer agents or
     registrars or any other agents with respect to the Securities of such
     Series.

     All Securities of any one Series shall be substantially identical except as
to denomination, except as provided in the immediately succeeding paragraph, and
except as may otherwise be provided in or pursuant to such Board Resolution or
Officer's Certificate or in any such indenture supplemental hereto. All
Securities of any one Series need not be issued at the same time, and unless
otherwise provided, a Series may be reopened for issuances of additional
Securities of such Series.

     Each Series may be issued in one or more Tranches. Except as provided in
the foregoing paragraph, all Securities of a Tranche shall have the same terms,
including issue date, except that Securities of the same Tranche may be issued
in different denominations of the same currency or composite currency.


                                       -8-

     SECTION 2.4 Authentication and Delivery of Securities. At any time and from
time to time after the execution and delivery of this Indenture, the Company may
deliver Securities of any Series having attached thereto appropriate Coupons, if
any, executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities; provided, however, that in connection with its original issuance, no
Unregistered Security shall be mailed or otherwise delivered to any location in
the United States; and provided, further, that an Unregistered Security may be
delivered in connection with its original issuance only if the Person entitled
to receive such Unregistered Security shall have furnished a certificate in the
form of Exhibit A-1 hereto dated no earlier than 15 days prior to the earlier of
the date on which such Unregistered Security is delivered and the date on which
any temporary Security first becomes exchangeable for such Unregistered Security
in accordance with the terms of such temporary Security and this Indenture. If
any Security shall be represented by a permanent global Unregistered Security,
then, for purposes of this Section and Section 2.11, the notation of a
beneficial owner's interest therein upon original issuance of such Security or
upon exchange of a portion of a temporary global Security shall be deemed to be
delivered in connection with its original issuance of such beneficial owner's
interest in such permanent global Unregistered Security. In authenticating such
Securities and accepting the additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be entitled to receive and
(subject to Section 6.1) shall be fully protected in relying upon:

          (1) a Company Order requesting such authentication and setting forth
     delivery instructions if the Securities are not to be delivered to the
     Company;

          (2) any Board Resolution, Officer's Certificate and/or supplemental
     indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the
     forms of the Securities of any such Series were established;

          (3) an Officer's Certificate setting forth the form and terms of the
     Securities stating that the form and terms of the Securities have been
     established pursuant to Sections 2.1 and 2.3 and comply with this
     Indenture, and covering such other matters as the Trustee may reasonably
     request;

          (4) an Opinion of Counsel to the effect that:

               (a) the form or forms and terms of such Securities have been
          established pursuant to Sections 2.1 and 2.3 and comply with this
          Indenture;

               (b) the authentication and delivery of such Securities by the
          Trustee are authorized under the provisions of this Indenture;

               (c) such Securities, when authenticated and delivered by the
          Trustee and issued by the Company in the manner and subject to any
          conditions specified in such Opinion of Counsel, will constitute valid
          and binding obligations of the Company;

               (d) all laws and requirements in respect of the execution and
          delivery by the Company have been complied with; and

               (e) covering such other matters as the Trustee may reasonably
          request;

provided, however, that in the case of any Series issuable in Tranches, if the
Trustee has previously received the documents referred to in Section 2.4(1)-(4)
with respect to any Tranche of such Series, the


                                       -9-

Trustee shall authenticate and deliver Securities of such Series executed and
delivered by the Company for original issuance upon receipt by the Trustee of
the applicable Company Notice.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Company or if the
issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, duties or immunities under this Indenture in a manner not reasonably
acceptable to the Trustee.

     SECTION 2.5 Execution of Securities. The Securities shall be signed on
behalf of the Company by the Chairman of its Board of Directors or its president
or any vice president or its treasurer or any assistant treasurer, under its
corporate seal which may, but need not, be attested. Such signatures may be the
manual or facsimile signatures of the present or any future such officers. The
seal of the Company may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities.
Typographical and other minor errors or defects in any such reproduction of the
seal or any such signature shall not affect the validity or enforceability of
any Security that has been duly authenticated and delivered by the Trustee. Any
Coupons attached to any Unregistered Security shall be executed on behalf of the
Company by the manual or facsimile signature of any such officer of the Company.

     In case any officer of the Company who shall have signed any of the
Securities or Coupons shall cease to be such officer before the Security or
Coupon so signed shall be authenticated and delivered by the Trustee or disposed
of by the Company, such Security or Coupon nevertheless may be authenticated and
delivered or disposed of as though the person who signed such Security or Coupon
had not ceased to be such officer of the Company; and any Security or Coupon may
be signed on behalf of the Company by such persons as, at the actual date of the
execution of such Security or Coupon, shall be the proper officers of the
Company, although at the date of the execution and delivery of this Indenture
any such person was not such an officer.

     SECTION 2.6 Certificate of Authentication. Only such Securities and Coupons
appertaining thereto as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, executed by the Trustee by the
manual signature of one of its authorized officers, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee upon any Security executed by the Company shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

     The Trustee shall not authenticate or deliver any Unregistered Security
until any matured Coupons appertaining thereto have been detached and canceled,
except as otherwise provided or permitted by this Indenture.

     SECTION 2.7 Denomination and Date of Securities; Payments of Interest. The
Securities shall be issuable in denominations as shall be specified as
contemplated by Section 2.3. In the absence of any such specification with
respect to the Securities of any Series, Registered Securities of such Series
shall be issuable in denominations of $1,000 and any multiple thereof, and
Unregistered Securities of such Series shall be issuable in denominations of
$5,000, and interest shall be computed on the basis of a 360-day year of twelve
30-day months. The Securities shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Company executing the same may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof.

     Each Registered Security shall be dated the date of its authentication,
each Unregistered Security shall be dated as of the date of original issuance of
the first Security of such Series to be issued, shall bear


                                      -10-

interest from the date and shall be payable on the dates, in each case, which
shall be specified as contemplated by Section 2.3.

     Interest on any Security which is payable, and is punctually paid or duly
provided for, on any interest payment date shall be paid, in the case of
Registered Securities, to the person in whose name that Security (or one or more
predecessor Securities) is registered at the close of business on the regular
record date for the payment of such interest and, in the case of Unregistered
Securities, upon surrender of the Coupon appertaining thereto in respect of the
interest due on such interest payment date. At the option of the Company,
payment of interest on any Registered Security may be made, subject to Section
3.2, by check mailed to the Registered Holder's address as shown on the Security
register.

     The term "record date" as used with respect to any interest payment date
(except for a date for payment of defaulted interest) shall mean the date
specified as such in the terms of the Securities of any particular Series, or,
if no such date is so specified, if such interest payment date is the first day
of a calendar month, the close of business on the fifteenth day of the next
preceding calendar month or, if such interest payment date is the fifteenth day
of a calendar month, the close of business on the first day of such calendar
month, whether or not such record date is a Business Day.

     Any interest on any Security of any Series which is payable, but is not
punctually paid or duly provided for, on any interest payment date (called
"defaulted interest" for the purpose of this Section) shall forthwith cease to
be payable to the Registered Holder on the relevant regular record date by
virtue of his having been such Holder; and such defaulted interest may be paid
by the Company, at its election in each case, as provided in clause (1) or
clause (2) below:

          (1) The Company may elect to make payment of any defaulted interest to
     the persons in whose names any such Registered Securities (or their
     respective predecessor Securities) are registered at the close of business
     on a special record date for the payment of such defaulted interest, which
     shall be fixed in the following manner. At least 20 days prior to the date
     of a proposed payment of defaulted interest, the Company shall notify the
     Trustee in writing of the amount of defaulted interest proposed to be paid
     on each Security of such Series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money equal to the aggregate amount proposed to be paid in respect of such
     defaulted interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the persons entitled to
     such defaulted interest as in this clause provided. Thereupon the Trustee
     shall fix a special record date for the payment of such defaulted interest
     in respect of Registered Securities of such Series which shall be not more
     than 15 nor less than 10 days prior to the date of the proposed payment and
     not less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     special record date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such defaulted interest and
     the special record date thereof to be mailed, first class postage prepaid,
     to each Registered Holder at his address as it appears in the Security
     register, not less than 10 days prior to such special record date. Notice
     of the proposed payment of such defaulted interest and the special record
     date therefor having been mailed as aforesaid, such defaulted interest in
     respect of Registered Securities of such Series shall be paid to the person
     in whose names such Securities (or their respective predecessor Securities)
     are registered on such special record date and such defaulted interest
     shall no longer be payable pursuant to the following clause (2).

          (2) The Company may make payment of any defaulted interest on the
     Securities of any Series in any other lawful manner not inconsistent with
     the requirements of any securities


                                      -11-

     exchange on which the Securities of that Series may be listed, and upon
     such notice as may be required by such exchange, if, after notice given by
     the Company to the Trustee of the proposed payment pursuant to this clause,
     such payment shall be deemed practicable by the Trustee.

     Any defaulted interest payable in respect of any Security of any Series
which is not a Registered Security shall be payable pursuant to such procedures
as may be satisfactory to the Trustee in such manner that there is no
discrimination as between the Holders of Registered Securities and other
Securities of the same Series, and notice of the payment date therefor shall be
given by the Trustee, in the name and at the expense of the Company, in the
manner specified in Section 12.4.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

     SECTION 2.8 Registration, Transfer and Exchange. The Company will keep at
each office or agency to be maintained for the purpose as provided in Section
3.2 for each Series of Securities a register or registers in which, subject to
such reasonable regulations as it may prescribe, it will register, and will
register the transfer of, Registered Securities as in this Article provided.
Such register shall be in written form in the English language or in any other
form capable of being converted into such form within a reasonable time. At all
reasonable times such register or registers shall be open for inspection by the
Trustee.

     Upon due presentation for registration of transfer of any Registered
Security of any Series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Company shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same Series in
authorized denominations for a like aggregate principal amount.

     At the option of the Holder, Registered Securities of any Series may be
exchanged for other Registered Securities of the same Series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at any such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive. Except as otherwise specified as
contemplated by Section 2.3, Unregistered Securities may not be issued in
exchange for Registered Securities.

     At the option of the Holder, Unregistered Securities of any Series may be
exchanged for Registered Securities of the same Series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Unregistered Securities to be exchanged at any such office or agency,
with all unmatured coupons, if any, and all matured coupons, if any, in default
thereto appertaining. If the Holder of an Unregistered Security is unable to
produce any such unmatured coupons and all matured coupon or coupons or matured
coupon or coupons in default, such exchange may be effected if the Unregistered
Securities are accompanied by payment in funds acceptable to the Company in an
amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 3.2, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case an


                                      -12-

Unregistered Security of any Series is surrendered at any such office or agency
in exchange for a Registered Security of the same Series and like tenor after
the close of business at such office or agency on any record date and before the
opening of business at such office or agency on the relevant interest payment
date, such Unregistered Security shall be surrendered without the coupon
relating to such interest payment date and interest will not be payable on such
interest payment date in respect of the Registered Security issued in exchange
for such Unregistered Security, but will be payable only to the Holder of such
coupon when due in accordance with the provisions of this Indenture.

     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 2.3, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a
permanent global Security are entitled to exchange such interests for Securities
of such Series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 2.3, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities of that Series in aggregate principal amount equal to the
principal amount of such permanent global Security, executed by the Company. On
or after the earliest date on which such interests may be so exchanged, such
permanent global Securities shall be surrendered from time to time by the
depositary holding such global security and in accordance with instructions
given to the Trustee and such depositary (which instructions shall be in writing
but need not comply with Section 12.5 or be accompanied by an Opinion of
Counsel), as shall be specified in the Company Order with respect to the
Trustee, as the Company's agent for such purpose, to be exchanged, in whole or
in part, for definitive Securities of the same Series without charge. The
Trustee shall authenticate and make available for delivery, in exchange for each
portion of such surrendered permanent global Security, a like aggregate
principal amount of definitive Securities of the same Series of authorized
denominations and of like tenor as the portion of such permanent global Security
to be exchanged which (unless the Securities of the Series are not issuable both
as Unregistered Securities and as Registered Securities, in which case the
definitive Securities exchanged for the permanent global Security shall be
issuable only in the form which the Securities are issuable, as specified as
contemplated by Section 2.3) shall be in the form of Unregistered Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any
selection of Securities of that Series to be redeemed and ending on the relevant
Redemption Date; and provided, further, that no Unregistered Security delivered
in exchange for a portion of a permanent global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following any
such exchange in part, such permanent global Security shall be returned by the
Trustee to the depositary or such other depositary referred to above in
accordance with the instructions of the Company referred to above. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of interest or defaulted interest, as the case
may be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but will be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, only to the Person to whom interest in respect of such portion of such
permanent global Security is payable in accordance with the provisions of this
Indenture.

     Upon presentation for registration of any Unregistered Securities of any
Series which by its terms is registrable as to principal, at the office or
agency of the Company to be maintained as provided in Section 3.2, such Security
shall be registered as to principal in the name of the Holder thereof and such
registration shall be noted on such Security. Any Security so registered shall
be transferable on the registry books of the Company upon presentation of such
Security at such office or agency for similar


                                      -13-

notation thereon, but such Security may be discharged from registration by being
in a like manner transferred to bearer, whereupon transferability by delivery
shall be restored. Unregistered Securities shall continue to be subject to
successive registrations and discharges from registration at the option of the
Holders thereof.

     Unregistered Securities shall be transferable by delivery, except while
registered as to principal. Registration of any Coupon Security shall not effect
the transferability by delivery of the Coupons appertaining thereto which shall
continue to be payable to bearer and transferable by delivery.

     All Securities and Coupons issued upon any transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
and Coupons surrendered upon such transfer or exchange.

     Every Security presented or surrendered for registration of transfer or
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities, other than exchanges pursuant to
Section 2.11, 8.5 or 13.3 not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any Series during a period beginning at the opening of
business 15 days before any selection of Securities of that Series to be
redeemed and ending at the close of business on (A) if Securities of the Series
are issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and (B) if Securities of the Series are issuable
as Unregistered Securities, the day of the first publication of the relevant
notice of redemption or, if Securities of the Series are also issuable as
Registered Securities and there is no publication, the mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption, in whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to exchange
any Unregistered Security so selected for redemption except that such an
Unregistered Security may be exchange for a Registered Security of that Series
and like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption.

     All Securities issued upon any transfer or exchange of Securities shall be
valid obligations of the Company, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such
transfer or exchange.

     None of the Trustee, any agent of the Trustee, any Paying Agent or the
Company will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

     SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In
case any temporary or definitive Security or Coupon shall become mutilated,
defaced or be destroyed, lost or stolen, the Company in its discretion may
execute, and upon the written request of any officer of the Company, the Trustee
shall authenticate and deliver, a new Security of the same Series or Coupon,
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated or defaced Security or Coupon, or in lieu of and substitution
for the Security or Coupon so destroyed, lost or stolen. In every


                                      -14-

case the applicant for a substitute Security or Coupon shall furnish to the
Company and to the Trustee and to any agent of the Company or the Trustee such
security or indemnity as may be required by them to indemnify and defend and to
save each of them harmless and, in every case of destruction, loss or theft,
evidence to their satisfaction of the destruction, loss or theft of such
Security or Coupon and of the ownership thereof.

     Upon the issuance of any substitute Security or Coupon, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith. In case any Security
or Coupon which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute Security or Coupon, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated or defaced Security or Coupon), if the applicant for such
payment shall furnish to the Company and to the Trustee and any agent of the
Company or the Trustee such security or indemnity as any of them may require to
save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company and the Trustee and any agent of
the Company or the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Security or Coupon and of the ownership thereof.

     Every substitute Security of any Series or Coupon issued pursuant to the
provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with any and all other
Securities of such Series or Coupons duly authenticated and delivered hereunder.
All Securities or Coupons shall be held and owned upon the express condition
that, to the extent permitted by the law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, defaced, destroyed,
lost or stolen Securities or Coupons and shall preclude any and all other rights
or remedies notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

     SECTION 2.10 Cancellation of Securities, Destruction Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund and all Coupons surrendered for payment or exchange, shall, if surrendered
to the Company or any agent of the Company or the Trustee, be delivered to the
Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities or Coupons shall be issued in lieu thereof, except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall destroy cancelled Securities and Coupons held by it and deliver a
certificate of destruction to the Company. If the Company shall acquire any of
the Securities and Coupons, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Securities and Coupons
unless and until the same are delivered to the Trustee for cancellation.

     SECTION 2.11 Temporary Securities. Pending the preparation of definitive
Securities of any Series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, in registered form or, if authorized, in bearer form with
one or more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing may
determine, as evidenced by their execution of such Securities. In the case of
any Series issuable as Unregistered Securities, such temporary Securities may be
in global form.


                                      -15-

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any Series are issued, the Company will cause definitive
Securities of that Series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such Series, the temporary Securities of
such Series shall be exchangeable for definitive Securities of such Series upon
surrender of the temporary Securities of such Series at the office or agency of
the Company maintained pursuant to Section 3.2 for the purpose of exchanges of
Securities of such Series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any Series (accompanied
by any unmatured coupons appertaining thereto) the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like aggregate
principal amount of definitive Securities of the same Series and of like tenor
of authorized denominations; provided, however, that no definitive Unregistered
Security shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Unregistered Security shall be delivered in
exchange for a temporary Unregistered Security only in compliance with the
conditions set forth in Section 2.4.

     If temporary Securities of any Series are issued in global form, any such
temporary global Security shall, unless otherwise provided therein, be delivered
to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euro-clear and CEDEL S.A., for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

     Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, or, if so specified as contemplated by
Section 2.3, a permanent global Security, in either case, executed by the
Company. On or after the Exchange Date, such temporary global Security shall be
surrendered by the Common Depositary to the Trustee, as the Company's agent for
such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities without charge and the Trustee shall authenticate and
deliver, in exchange for each portion of such temporary global Security, an
equal aggregate principal amount of definitive Securities of the same Series of
authorized denominations and of like tenor as the portion of such temporary
global Security to be exchanged. The definitive Securities to be delivered in
exchange for any such temporary global Security shall be in bearer form,
registered form, permanent global bearer form or permanent global registered
form, or any combination thereof, as specified as contemplated by Section 2.3,
and, if any combination thereof is so specified, as requested by the beneficial
owner thereof; provided, however, that, unless otherwise specified in such
temporary global Security, upon such presentation by the Common Depositary, such
temporary global Security is accompanied by a certificate dated the Exchange
Date or a subsequent date and signed by Euro-clear as to the portion of such
temporary global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by CEDEL
S.A. as to the portion of such temporary global Security held for its account
then to be exchanged, each in the form set forth in Exhibit A-2 to this
Indenture; and provided, further, that definitive Unregistered Securities shall
be delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 2.4.

     Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Securities of a Series in a temporary global Security
shall be exchanged for definitive Securities of the same Series and of like
tenor following the Exchange Date when the account holder instructs Euro-clear
or CEDEL S.A., as the case may be, to request such exchange on his behalf and
delivers to Euro-clear or CEDEL, S.A., as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15 days
prior to the Exchange Date. Unless otherwise specified in such temporary global
Security, any such exchange shall be made free of charge to the beneficial
owners of such temporary


                                      -16-

global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like in the event that
such Person does not take delivery of such definitive Securities in person at
the offices of Euro-clear or CEDEL S.A. Definitive Securities in bearer form to
be delivered on exchange for any portion of a temporary global Security shall be
delivered only outside the United States.

     Until exchanged in full as hereinabove provided, the temporary Securities
of any Series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same Series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 2.3, interest payable on a temporary global Security
on an interest payment date for Securities of such Series occurring prior to the
applicable Exchange Date shall be payable to Euro-clear and CEDEL S.A. on such
Interest Payment Date upon delivery by Euro-clear and CEDEL S.A. to the Trustee
of a certificate or certificates in the form set forth in Exhibit A-3 to this
Indenture, for credit without further interest on or after such interest payment
date to the respective accounts of the Persons who are the beneficial owners of
such temporary global Security on such Interest Payment Date and who have each
delivered to Euro-clear and CEDEL S.A., as the case may be, a certificate in the
form set forth in Exhibit A-4 to this Indenture. Any interest so received by
Euro-clear and CEDEL S.A. and not paid as herein provided shall be returned to
the Trustee and then to the Company in accordance with Section 10.4.

     SECTION 2.12 Compliance with Certain Laws and Regulations. If any
Unregistered Securities are to be issued in any Series of Securities, the
Company will use reasonable efforts to provide for arrangements and procedures
designed pursuant to then applicable laws and regulations, if any, to ensure
that Unregistered Securities are sold or resold, exchanged, transferred and paid
only in compliance with such laws and regulations and without adverse
consequences to the Company.

     SECTION 2.13 Appointment of Agents with Respect to Certain Calculations.
The Company may appoint an Agent or Agents with respect to one or more Series of
Securities which Agent or Agents shall be authorized to determine the rate or
rates of interest applicable to the Securities of any Series from time to time
in effect, the amount of principal or premium, if any, payable on the Securities
of any Series and the rates of exchange applicable to the Securities of any
Series denominated in a currency other than United States dollars from time to
time in effect, all in accordance with the terms of the Securities of such
Series. Wherever reference is made in this Indenture to any such calculation by
the Trustee, it shall be deemed to refer to the calculation by such agent or
agents. Such agent, upon calculating the amounts so to be calculated pursuant to
the terms of the Securities of any Series shall communicate promptly in writing
the amounts so calculated to the Company and the Trustee. Absent manifest error,
all amounts so calculated shall be binding on the Company, the Trustee and the
Holders of the Securities of such Series.

     Any such agent may resign at any time by giving written notice thereof to
the Company and to the Trustee. The Company may at any time terminate the agency
of any such agent by giving written notice thereof to such agent and to the
Trustee. Upon receiving such a notice of resignation or upon such a termination,
the Company may appoint a successor agent and shall give notice of such
appointment to all Holders of Securities in the manner provided in Section 12.4.

     SECTION 2.14 Securities Issuable in the Form of a Global Security. (a) If
the Company shall establish pursuant to Sections 2.1 and 2.3 that the Securities
of a particular series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee or its
agent shall, in accordance with Section 2.4 and the Company Order delivered to
the Trustee or its agent thereunder, authenticate and deliver such Global
Security or Global Securities, which (i) shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of, the
Outstanding Securities of such series to be represented by such Global Security
or Global Securities, or


                                      -17-

such portion thereof as the Company shall specify in a Company Order, (ii) shall
be registered in the name of the Depository for such Global Security or Global
Securities or its nominee, (iii) shall be delivered by the Trustee or its agent
to the Depository or pursuant to the Depository's instruction and (iv) shall
bear a legend substantially to the following effect: "Unless this certificate is
presented by an authorized representative of the Depository to the Company or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of the nominee of the Depository or
in such other name as is requested by an authorized representative of the
Depository (and any payment is made to the nominee of the Depository or to such
other entity as is requested by an authorized representative of the Depository),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, the nominee of the
Depository, has an interest herein."

     (b) Notwithstanding any other provision of this Section 2.14 or of Section
2.8, and subject to the provisions of paragraph (c) below, unless the terms of a
Global Security expressly permit such Global Security to be exchanged in whole
or in part for individual certificates representing Securities, a Global
Security may be transferred, in whole but not in part and in the manner provided
in Section 2.8, only to a nominee of the Depository for such Global Security, or
to the Depository, or a successor Depository for such Global Security selected
or approved by the Company, or to a nominee of such successor Depository.

     (c) (i) If at any time the Depository for a Global Security notifies the
Company that it is unwilling or unable to continue as Depository for such Global
Security or if at any time the Depository for the Global Securities for such
series shall no longer be eligible or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, the
Company shall appoint a successor Depository with respect to such Global
Security. If a successor Depository for such Global Security is not appointed by
the Company within 90 days after the Company receives notice or becomes aware of
such ineligibility, the Company will execute, and the Trustee or its agent, upon
receipt of a Company Request for the authentication and delivery of certificates
representing Securities of such series in exchange for such Global Security,
will authenticate and deliver, certificates representing Securities of such
series of like tenor and terms in an aggregate principal amount equal to the
principal amount of the Global Security in exchange for such Global Security.

          (ii) The Company may at any time and in its sole discretion determine
     that the Securities of any series or portion thereof issued or issuable in
     the form of one or more Global Securities shall no longer be represented by
     such Global Security or Global Securities. In such event the Company will
     execute, and the Trustee, upon receipt of a Company Request for the
     authentication and delivery of certificates representing Securities of such
     series in exchange in whole or in part for such Global Security, will
     authenticate and deliver certificates representing Securities of such
     series of like tenor and terms in definitive form in an aggregate principal
     amount equal to the principal amount of such Global Security or Global
     Securities representing such series or portion thereof in exchange for such
     Global Security or Global Securities.

          (iii) If specified by the Company pursuant to Sections 2.1 and 2.3
     with respect to Securities issued or issuable in the form of a Global
     Security, the Depository for such Global Security may surrender such Global
     Security in exchange in whole or in part for certificates representing
     Securities of such series of like tenor and terms in definitive form on
     such terms as are acceptable to the Company and such Depository. Thereupon
     the Company shall execute, and the Trustee or its agent shall authenticate
     and deliver, without a service charge, (1) to each Holder specified by the
     Security Registrar or the Depository a certificate or certificates
     representing Securities of the same series of like tenor and terms and of
     any authorized denomination as requested by such person in an aggregate
     principal amount equal to and in exchange for such


                                      -18-

     Holder's beneficial interest as specified by the Security Registrar or the
     Depository in the Global Security; and (2) to such Depository a new Global
     Security of like tenor and terms and in an authorized denomination equal to
     the difference, if any, between the principal amount of the surrendered
     Global Security and the aggregate principal amount of certificates
     representing Securities delivered to Holders thereof.

          (iv) In any exchange provided for in any of the preceding three
     paragraphs, the Company will execute and the Trustee or its agent will
     authenticate and deliver certificates representing Securities in definitive
     registered form in authorized denominations for Securities of the same
     series or any integral multiple thereof. Upon the exchange of the entire
     principal amount of a Global Security for certificates representing
     Securities, such Global Security shall be cancelled by the Trustee or its
     agent. Except as provided in the preceding paragraph, certificates
     representing Securities issued in exchange for a Global Security pursuant
     to this Section shall be registered in such names and in such authorized
     denominations for Securities of that Series or any integral multiple
     thereof, as the Security Registrar or Depository shall instruct the Trustee
     or its agent. The Trustee or the Security Registrar shall deliver at its
     Corporate Trust Office such certificates representing Securities to the
     Holders in whose names such Securities are so registered.

                                  ARTICLE THREE

                            COVENANTS OF THE COMPANY

     SECTION 3.1 Payment of Principal and Interest. The Company covenants and
agrees for the benefit of each Series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such Series in accordance with the terms of the Securities of
such Series, any Coupons appertaining thereto and this Indenture.

     The interest on Unregistered Securities shall be payable only upon
presentation and surrender of the Coupons for such interest installments as are
evidenced thereby as they mature. The interest on any temporary Unregistered
Security shall be paid, as to any installment of interest evidenced by a Coupon
attached thereto, if any, only upon presentation and surrender of such Coupon,
and, as to the other installments of interest, if any, only upon presentation of
such Securities for notation thereon of the payment of such interest.

     SECTION 3.2 Offices for Payment, etc. If Securities of a Series are
issuable only as Registered Securities, the Company will maintain an office or
agency where Securities of that Series may be presented or surrendered for
payment, where Securities of that Series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that Series and this Indenture may be served.
Except as otherwise specified as contemplated by Section 2.3, if Securities of a
Series are issuable as Registered Securities and/or Unregistered Securities, the
Company will maintain (A) in the Borough of Manhattan, The City of New York, an
office or agency where any Registered Securities of that Series may be
surrendered for registration of transfer, where Securities of that Series may be
surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that Series and this Indenture may be served and
where Unregistered Securities of that Series and related coupons may be
presented or surrendered for payment in the circumstances described in the
following paragraph (and not otherwise), (B) subject to any laws or regulations
applicable thereto, outside the United States, an office or agency where
Securities of that Series and related coupons may be presented and surrendered
for payment (including payment of any additional amounts payable on Securities
of that Series pursuant to Section 3.7); provided, however, that if the
Securities of that Series are listed on The International Stock Exchange, the
London Stock


                                      -19-

Exchange, the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Securities of that Series in London,
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Securities of that Series are listed on such
exchange, and (C) subject to any laws or regulations applicable thereto, outside
the United States, an office or agency where any Registered Securities of that
Series may be surrendered for registration of transfer, where Securities of that
Series may be surrendered for exchange and where notices and demands to or upon
the Company in respect of the Securities of that Series and this Indenture may
be served. The Company will give prompt written notice to the Trustee and the
Holders of the location, and any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency in respect of any Series of Securities or shall fail to furnish
the Trustee with the address thereof, such presentations and surrenders of
Securities of that Series may be made and notices and demands may be made or
served at the Corporate Trust Office of the Trustee, except that Unregistered
Securities of that Series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Unregistered Securities of that Series pursuant to Section 3.7) at an office
maintained by the Trustee in London, and the Company hereby appoints the same as
its agent to receive such respective presentations, surrenders, notices and
demands.

     Except as otherwise specified as contemplated by Section 2.3, no payment of
principal or interest on Unregistered Securities shall be made at any office or
agency of the Company in the United States or by check mailed to any address in
the United States or by transfer to an account maintained with a bank located in
the United States, provided, however, that, if the Securities of a Series are
denominated and payable in Dollars, payment of principal of and any premium, if
any, and interest on any Unregistered Security (including any additional amounts
payable on Securities of such Series pursuant to Section 3.7) shall be made at
the office of the Company's Paying Agent in the Borough of Manhattan, The City
of New York, if (but only if) payment in Dollars of the full amount of such
principal, premium, interest or additional amounts, as the case may be, at all
offices or agencies outside the United States maintained for the purpose by the
Company in accordance with this Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more Series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in accordance with the requirements set forth above for Securities of any Series
for such purposes. The Company will give prompt written notice to the Trustee
and the Holders of any such designation or rescission and of any change in the
location of any such other office or agency.

     Unless otherwise specified pursuant to Section 2.3, the Trustee is
appointed Paying Agent and Registrar.

     SECTION 3.3 Appointment to Fill a Vacancy in Office of Trustee. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee with respect to each Series of Securities
hereunder.

     SECTION 3.4 Paying Agents. Whenever the Company shall appoint a Paying
Agent other than the Trustee with respect to the Securities of any Series, it
will cause such Paying Agent to execute and deliver to the Trustee an instrument
in which such Agent shall agree with the Trustee, subject to the provisions of
this Section,


                                      -20-

          (a) that it will hold all sums received by it as such Agent for the
     payment of the principal of or interest on the Securities of such Series or
     Coupons (whether such sums have been paid to it by the Company or by any
     other obligor on the Securities of such Series or Coupons) in trust for the
     benefit of the Holders of the Securities of such Series or of the Trustee,
     and upon the occurrence of an Event of Default pay over all such sums
     received by it to the Trustee,

          (b) that it will give the Trustee notice of any failure by the Company
     (or by any other obligor on the Securities of such Series) to make any
     payment of the principal of or interest on the Securities of such Series or
     Coupons when the same shall be due and payable, and

          (c) that it will give the Trustee notice of any change of address of
     any Holder of which it is aware.

     The Company will, on or prior to each due date of the principal of or
interest on the Securities of such Series or Coupons, deposit with the Paying
Agent a sum sufficient to pay such principal or interest so becoming due, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of any failure to take such action.

     If the Company shall act as its own Paying Agent with respect to the
Securities of any Series or Coupons, it will, on or before each due date of the
principal of or interest on the Securities of such Series or Coupons, set aside,
segregate and hold in trust for the benefit of the Holders of the Securities of
such Series or Holders of such Coupons a sum sufficient to pay such principal or
interest so becoming due. The Company will promptly notify the Trustee of any
failure to take such action.

     Anything in this Section to the contrary notwithstanding, the Company may
at any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all Series of Securities or Coupons hereunder, or for
any other reason, pay or cause to be paid to the Trustee all sums held in trust
for any such Series by the Company or any Paying Agent hereunder, as required by
this Section, such sums to be held by the Trustee upon the trusts herein
contained.

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 10.3 and 10.4.

     SECTION 3.5 Written Statement to Trustee. The Company will deliver to the
Trustee on or before May 1 in each year in which there are Securities
Outstanding hereunder an Officer's Certificate, stating that in the course of
the performance of their duties as officers of the Company they would normally
have knowledge of any default by the Company in the performance or fulfillment
of any covenant, agreement or condition contained in this Indenture, stating
whether or not they have knowledge of any such default and, if so, specifying
each such default of which the signers have knowledge and the nature thereof.

     SECTION 3.6 Corporate Existence. So long as any Securities shall be
Outstanding, subject to Article Nine, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

     SECTION 3.7 Additional Amounts. If the Securities of a Series provide for
the payment of additional amounts, the Company will pay to the Holder of any
Security of such Series or any Coupon appertaining thereto additional amounts as
provided therein. Whenever in this Indenture there is


                                      -21-

mentioned, in any context, the payment of the principal or premium, if any, of
or interest on, or in respect of, any Security of any Series or payment of any
related Coupon or the net proceeds received on the sale or exchange of any
Security of any Series, such mention shall be deemed to include mention of the
payment of additional amounts provided for in this Section to the extent that,
in such context, additional amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the
payment of additional amounts (if applicable) in any provisions hereof shall not
be construed as excluding additional amounts in those provisions hereof where
such express mention is not made.

     If the Securities of a Series provide for the payment of additional
amounts, at least 10 days prior to the first interest payment date with respect
to that Series of Securities (or if the Securities of that Series will not bear
interest prior to maturity, the first day on which a payment of principal is
made), and at least 10 days prior to each date of payment of principal, premium,
if any, or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officer's Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officer's Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of or interest
on the Securities of that Series shall be made to Holders of Securities of that
Series or any related Coupons who are United States Aliens without withholding
for or on account of any tax, assessment or other governmental charge described
in the Securities of that Series. If any such withholding shall be required,
then such Officer's Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Securities or
Coupons and the Company will pay to the Trustee or such Paying Agent the
additional amounts required by this Section. The Company covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officer's Certificate furnished pursuant to this
Section.

     SECTION 3.8 Defeasance of Certain Obligations and Certain Events of
Default. Unless otherwise provided in the Board Resolutions, Officer's
Certificate or an indenture supplemental hereto establishing a series of
Securities subject to additional restrictive covenants or events of default as
contemplated by Section 2.3, the Company may omit to comply with any term,
provision or condition set forth in any such additional restrictive covenant,
and Section 5.1(d) (with respect to any such additional restrictive covenant),
Section 5.1(e) and any such additional event of default shall be deemed not to
be an Event of Default, in each case with respect to the Securities of any
Series, if the Company has irrevocably deposited or caused to be deposited with
the Trustee, under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, as trust funds in trust (subject to
Sections 10.2, 10.3, 10.4 and 10.5 hereof) solely for the benefit of the
Securityholders of such Series for that purpose, (i) cash or (ii) direct
noncallable obligations of, or noncallable obligations guaranteed by, the United
States of America or an agency thereof for the payment of which guarantee or
obligation the full faith and credit of the United States of America is pledged
("U.S. Government Obligations"), or a combination thereof, maturing as to
principal and interest in such amounts and at such times as are sufficient,
without consideration of any reinvestment of such principal or interest, to pay
the principal of and interest on the outstanding Securities of such Series and
Coupons to maturity or redemption, as the case may be, provided that the Trustee
shall have been irrevocably instructed to apply such money or the proceeds of
such U.S. Government Obligations to the payment of said principal of and
interest on the Outstanding Securities and Coupons of such Series; provided
that:

          (a) such deposit shall not cause the Trustee with respect to the
     Securities of that Series to have a conflicting interest as defined in
     Section 6.8 and for purposes of the Trust Indenture Act with respect to the
     Securities of any Series;


                                      -22-

          (b) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company is a party or by which it is bound; and

          (c) no Event of Default under Section 5.1(a), 5.1(b) or 5.1(c), or
     event which with the lapse of time would become an Event of Default with
     respect to the Securities of that Series shall have occurred and be
     continuing on the date of such deposit, and no Event of Default under
     Section 5.1(f) or Section 5.1(g) or event which with the giving of notice
     or lapse of time, or both, would become an Event of Default under Section
     5.1(f) or Section 5.1(g) shall have occurred and be continuing on the 91st
     day after such date of deposit.

     Such irrevocable trust agreement shall include, among other things,
provision for (1) payment of the principal of and interest on the Securities of
such Series and Coupons when due (by redemption, sinking fund payments or
otherwise), (2) the payment of the expenses of the Trustee incurred or to be
incurred in connection with carrying out such trust provisions, (3) rights of
registration, transfer, substitution and exchange of Securities of such Series
and Coupons in accordance with the terms stated in this Indenture and (4)
continuation of the rights and obligations and immunities of the Trustee as
against the Securityholders of such Series as stated in this Indenture.

     After any such irrevocable deposit, accompanied by an Officer's Certificate
which shall state that the provisions of the first two paragraphs of this
Section 3.8 have been complied with, and upon delivery by the Company to the
Trustee of an Opinion of Counsel to the effect that Securityholders of such
Series will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit and discharge and will be subject to Federal income
tax on the same amount and in the same manner and at the same time as would have
been the case if such deposit and discharge had not occurred, then the Company
shall be discharged of its obligations under the Securities of such Series and
this Indenture with respect to such Series except for those surviving
obligations specified above, and the Trustee upon request shall acknowledge in
writing such discharge. In addition, if the Securities of that Series are then
listed on the New York Stock Exchange, Inc., the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that such deposit, defeasance
and discharge will not cause such Securities to be delisted. Prior to the
delivery of such acknowledgment, the Trustee may require the Company to deliver
to it an Officer's Certificate and Opinion of Counsel, each stating that all
conditions precedent provided for herein relating to the deposit and discharge
contemplated by this provision have been complied with, and the Trustee may also
require that the Opinion of Counsel shall also state that such deposit does not
violate applicable law.

                                  ARTICLE FOUR

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

     SECTION 4.1 Company to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Registered Securities of each Series:

          (a) semiannually and not more than 10 days after each record date for
     the payment of interest on such Securities, as hereinabove specified, as of
     such record date and on dates to be determined pursuant to Section 2.3 for
     non-interest bearing securities in each year, and


                                      -23-

          (b) at such other times as the Trustee may request in writing, within
     30 days after receipt by the Company of any such request as of a date not
     more than 15 days prior to the time such information is furnished;

provided that if and so long as the Trustee shall be the Security registrar for
such Series, such list shall not be required to be furnished but in any event
the Company shall be required to furnish such information concerning the Holders
of Unregistered Securities which is known to it; provided, further, that the
Company shall have no obligation to investigate any matter relating to any
Holder of an Unregistered Security or any Holder of a Coupon.

     SECTION 4.2 Preservation and Disclosure of Securityholders' Lists. (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the Holders of each Series of
Securities contained in the most recent list furnished to it as provided in
Section 4.1 or maintained by the Trustee in its capacity as Security registrar
for such Series, if so acting. The Trustee may destroy any list furnished to it
as provided in Section 4.1 upon receipt of a new list so furnished.

     (b) In case three or more Holders of Securities (hereinafter referred to as
"applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned Security for a period of at
least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of
Securities of a particular Series (in which case the applicants must all hold
Securities of such Series) or with Holders of all Securities with respect to
their rights under this Indenture or under such Securities and such application
is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five business
days after the receipt of such application, at its election, either

          (i) afford to such applicants access to the information preserved at
     the time by the Trustee in accordance with the provisions of subsection (a)
     of this Section, or

          (ii) inform such applicants as to the approximate number of Holders of
     Securities of such Series or all Securities, as the case may be, whose
     names and addresses appear in the information preserved at the time by the
     Trustee, in accordance with the provisions of subsection (a) of this
     Section, as to the approximate cost of mailing to such Securityholders the
     form of proxy or other communication, if any, specified in such
     application.

     If the Trustee shall elect not to afford to such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Securityholder of such Series or all Securities, as the case may
be, whose name and address appear in the information preserved at the time by
the Trustee in accordance with the provisions of subsection (a) of this Section,
a copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission together with
a copy of the material to be mailed, a written statement to the effect that, in
the opinion of the Trustee, such mailing would be contrary to the best interests
of the Holders of Securities of such Series or all Securities, as the case may
be, or could be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry
of such order sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met, and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Securityholders with reasonable
promptness after the


                                      -24-

entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

     (c) Each and every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of the Company or the Trustee shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with the provisions of subsection (b) of
this Section, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under such subsection (b).

     SECTION 4.3 Reports by the Company. The Company covenants:

     (a) to file with the Trustee, within 15 days after the Company is required
to file the same with the Commission, copies of the annual reports and of the
information, documents, and other reports (or copies of such portions of any of
the foregoing as the Commissioner may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
and if the Company is not required to file information, documents, or reports
pursuant to either of such Sections, then to file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents, and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, or in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;

     (b) to file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such additional
information, documents, and reports with respect to compliance by the Company
with the conditions and covenants provided for in this Indenture as may be
required from time to time by such rules and regulations; and

     (c) to transmit by mail to the Holders of Securities in the manner and to
the extent required by Sections 4.4(c) and 11.4, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents, and
reports required to be filed by the Company pursuant to subsection (a) and (b)
of this Section as may be required to be transmitted to such Holders by rules
and regulations prescribed from time to time by the Commission.

     SECTION 4.4 Reports by the Trustee. (a) On or before June 1 in each year
following the date hereof, so long as any Securities are outstanding hereunder,
the Trustee shall transmit by mail as provided below to the Securityholders of
each Series, as hereinafter in this Section provided, a brief report dated May
15 with respect to:

          (i) its eligibility under Section 6.9 and its qualification under
     Section 6.8, or in lieu thereof, if to the best of its knowledge it has
     continued to be eligible and qualified under such Sections, a written
     statement to such effect;

          (ii) the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee, as such, which remain unpaid on the date of such report and
     for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities of any Series, on any property or funds
     held or collected by it as Trustee, except that the Trustee shall not be
     required (but may elect) to report such advances if such advances so
     remaining unpaid aggregate not more than 1/2 of 1% of the principal amount
     of the Securities of any Series Outstanding on the date of such report;


                                      -25-

          (iii) the amount, interest rate, and maturity date of all other
     indebtedness owing by the Company (or by any other obligor on the
     Securities) to the Trustee in its individual capacity on the date of such
     report, with a brief description of any property held as collateral
     security therefor, except any indebtedness based upon a creditor
     relationship arising in any manner described in Section 6.13(b)(2), (3),
     (4) or (6);

          (iv) the property and funds, if any, physically in the possession of
     the Trustee (as such) on the date of such report;

          (v) any additional issue of Securities which the Trustee has not
     previously reported; and

          (vi) any action taken by the Trustee in the performance of its duties
     under this Indenture which it has not previously reported and which in its
     opinion materially affects the Securities, except action in respect of a
     default, notice of which has been or is to be withheld by it in accordance
     with the provisions of Section 5.11.

     (b) The Trustee shall transmit to the Securityholders of each Series, as
provided in subsection (c) of this Section, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee, as such,
since the date of the last report transmitted pursuant to the provisions of
subsection (a) of this Section (or if such report has yet been so transmitted,
since the date of this Indenture) for the reimbursement of which it claims or
may claim a lien or charge prior to that of the Securities of such Series on
property or funds held or collected by it as Trustee and which it has not
previously reported pursuant to this subsection (b), except that the Trustee
shall not be required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate 10% or less of the principal amount of
Securities of such Series Outstanding at such time, such report to be
transmitted within 90 days after such time.

     (c) Reports pursuant to this Section shall be transmitted by mail to all
registered Holders of Securities, as the names and addresses of such Holders
appear upon the registry book of the Company and to such Holders of Unregistered
Securities as have, within the two years preceding such notice, filed their
names and addresses with the Trustee for that purpose, and, except in the case
of reports pursuant to subsection (b) of this Section 4.4, to all Holders whose
names and addresses appear in the information preserved at the time of such
notice by the Trustee in accordance with the provisions of Section 4.2(a).

     (d) A copy of each such report shall, at the time of such transmission to
Securityholders, be furnished to the Company and be filed by the Trustee with
each stock exchange upon which the Securities of any applicable Series are
listed and also with the Commission. The Company agrees to notify the Trustee
with respect to any Series when and as the Securities of such Series become
admitted to trading on any national securities exchange.

                                  ARTICLE FIVE

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

     SECTION 5.1 Event of Default Defined; Acceleration of Maturity; Waiver of
Default. "Event of Default" as used herein with respect to Securities of any
Series whatever means each one of the following events which shall have occurred
and be continuing (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any


                                      -26-

judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     (a) default in the payment of any installment of interest upon any of the
Securities of such Series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or

     (b) default in the payment of all or any part of the principal on any of
the Securities of such Series as and when the same shall become due and payable
either at maturity, upon redemption, by declaration or otherwise; or

     (c) default in the payment of any sinking fund installment as and when the
same shall become due and payable by the terms of the Securities of such Series;
or

     (d) default in the performance, or breach, of any agreement of the Company
in respect of the Securities of such Series (other than an agreement in respect
of the Securities of such Series a default in whose performance or whose breach
is elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 60 days after receipt by the Company from the
Trustee or the Holders of at least 25% in principal amount of the Outstanding
Securities of such Series affected thereby, of a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

     (e) a default under any bond, debenture, note or other evidence of
indebtedness for money borrowed by the Company (including a default with respect
to Securities of any Series other than that Series) or under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any indebtedness for money borrowed by the Company
(including this Indenture), whether such indebtedness now exists or shall
hereafter be created, which default shall constitute a failure to pay such
indebtedness in a principal amount in excess of $20,000,000 when due and payable
after the expiration of any applicable grace period with respect thereto or
shall have resulted in such indebtedness in a principal amount in excess of
$20,000,000 becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled,
within a period of 15 days after there shall have been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
of that Series a written notice specifying such default and requiring the
Company to cause such indebtedness to be discharged or cause such acceleration
to be rescinded or annulled and stating that such notice is a "Notice of
Default" hereunder; or

     (f) the Company pursuant to or under or within the meaning of any
Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to
the entry of an order for relief against it in an involuntary case or proceeding
or the commencement of any case against it; (iii) consents to the appointment of
a Custodian of it or for any substantial part of its property; (iv) makes a
general assignment for the benefit of its creditors; (v) files a petition in
bankruptcy or answer or consent seeking reorganization or relief; or (vi)
consents to the filing of such petition or the appointment of or taking
possession by a Custodian; or

     (g) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: (i) is for relief against the Company in an involuntary
case or proceeding, or adjudicates the Company insolvent or bankrupt; (ii)
appoints a Custodian of the Company or for any substantial part of its property;
or (iii) orders the winding up or liquidation of the Company; and the order or
decree remains unstayed and in effect for 60 days; or


                                      -27-

     (h) there has occurred any other Event of Default provided in the indenture
supplemental hereto or Board Resolution under which such Series of Securities is
issued or in the form of Security for such Series.

     "Bankruptcy Law" means Title 11, United States Code, or any similar Federal
or state law for the relief of debtors. "Custodian" means any receiver, trustee,
assignee, liquidator, custodian or similar official under any Bankruptcy Law.

     If an Event of Default (other than an Event of Default under clauses (f)
and (g)) with respect to Securities of any Series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that Series
may declare the principal amount (or, if the Securities of that Series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that Series) of all of the Securities of that
Series and the interest, if any, accrued thereon to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) and interest shall become immediately due and payable. If an Event of
Default described in clause (f) or (g) occurs and is continuing, the entire
principal amount (or, if the Securities of that Series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that Series) of all the Securities then Outstanding and interest
accrued thereon shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Securityholders.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any Series shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of such Series and the
principal of any and all Securities of such Series which shall have become due
otherwise than by acceleration (with interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such Series, to the date of such payment or deposit) and
such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of negligence or bad faith, and if any and all Events of Default under the
Indenture, other than the nonpayment of the principal of Securities which shall
have become due by acceleration, shall have been cured, waived or otherwise
remedied as provided herein - then and in every such case the Holders of a
majority in aggregate principal amount of all the Securities of such Series then
Outstanding, by written notice to the Company and to the Trustee, may waive all
defaults with respect to such Series and rescind and annul such declaration and
its consequences, but no such waiver or rescission and annulment shall extend to
or shall affect any subsequent default or shall impair any right consequent
thereon.

     For all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such


                                      -28-

acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

     SECTION 5.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt.
The Company covenants that (a) in case default shall be made in the payment of
any installment of interest on any of the Securities of any Series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
Series when the same shall have become due and payable, whether upon maturity of
the Securities of such Series or upon any redemption or by declaration or
otherwise - then upon demand of the Trustee, the Company will pay to the Trustee
for the benefit of the Holders of the Securities of such Series and the Holders
of any Coupons appertaining thereto the whole amount that then shall have become
due and payable on all Securities of such Series or such Coupons for principal
of or interest, as the case may be (with interest to the date of such payment
upon the overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of such Series); and in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including reasonable compensation to the Trustee and
each predecessor Trustee, their respective agents, attorneys and counsel, and
any expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as a result of its negligence or bad faith.

     Until such demand is made by the Trustee, the Company may pay the principal
of and interest on the Securities of any Series to the persons entitled thereto,
whether or not the principal of and interest on the Securities of such Series
are overdue.

     In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Company or other obligor upon such Securities, wherever situated, the moneys
adjudged or decreed to be payable.

     In case there shall be pending proceedings relative to the Company or any
other obligor upon the Securities under any Bankruptcy Law, or in case a
Custodian shall have been appointed for or taken possession of the Company or
its property or such other obligor, or in case of any other comparable judicial
proceedings relative to the Company or other obligor under the Securities of any
Series, or to the creditors or property of the Company or such other obligor,
the Trustee, irrespective of whether the principal of any Securities shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise:

     (a) to file and prove a claim or claims for the whole amount of principal
and interest owing and unpaid in respect of the Securities of any Series, and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for reasonable compensation
to the Trustee and each predecessor Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee,
except as a result of negligence or bad faith) and of the Securityholders and
the Holders of any Coupons appertaining thereto allowed in any judicial
proceedings relative to the Company or other obligor upon all Securities of any
Series, or to the creditors or property of the Company or such other obligor,


                                      -29-

     (b) unless prohibited by applicable law and regulations, to vote on behalf
of the holders of the Securities of any Series in any election of a trustee or a
standby trustee in arrangement, reorganization, liquidation or other bankruptcy
or insolvency proceedings or person performing similar functions in comparable
proceedings, and

     (c) to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Securityholders and of the Trustee on their behalf;
and any Custodian or other similar official is hereby authorized by each of the
Holders to make payments to the Trustee, and, in the event that the Trustee
shall consent to the making of payments directly to the Securityholders, to pay
to the Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Trustee, each predecessor Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Trustee and each predecessor Trustee except as a
result of negligence or bad faith and all other amounts due to the Trustee or
any predecessor Trustee ursuant to Section 6.6.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any Series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities, may be enforced by the Trustee without the possession of
any of the Securities or the production thereof at any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment, subject to the payment of the expenses, disbursements
and compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Securities and Holders of any Coupons in respect of which such action was taken.

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities and Coupons appertaining thereto in respect to which
such action was taken, and it shall not be necessary to make any Holders of such
Securities and Coupons appertaining thereto parties to any such proceedings.

     SECTION 5.3 Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of the Securities of any Series shall be
applied in the following order at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of principal or interest,
upon presentation of the several Securities and any Coupons appertaining thereto
in respect of which moneys have been collected and stamping (or otherwise
noting) thereon the payment, or issuing Securities of such Series in reduced
principal amounts in exchange for the presented Securities of like Series if
only partially paid, or upon surrender thereof if fully paid:

          FIRST: To the payment of costs and expenses applicable to such Series
     in respect of which moneys have been collected, including reasonable
     compensation to the Trustee and each predecessor Trustee and their
     respective agents and attorneys and of all expenses and liabilities
     incurred, and all advances made, by the Trustee and each predecessor
     Trustee except as a result of negligence or bad faith, and all other
     amounts due to the Trustee or any predecessor Trustee pursuant to Section
     6.6;


                                      -30-

          SECOND: To the holders of Senior Indebtedness to the extent required
     by Article Eleven;

          THIRD: In case the principal of the Securities of such Series in
     respect of which moneys have been collected shall not have become and be
     then due and payable, to the payment of interest on the Securities of such
     Series in default in the order of the maturity of the installments of such
     interest, with interest (to the extent that such interest has been
     collected by the Trustee) upon the overdue installments of interest at the
     same rate as the rate of interest or Yield to Maturity (in the case of
     Original Issue Discount Securities) specified in such Securities, such
     payments to be made ratably to the persons entitled thereto, without
     discrimination or preference;

          FOURTH: In case the principal of the Securities of such Series in
     respect of which moneys have been collected shall have become and shall be
     then due and payable, to the payment of the whole amount then owing and
     unpaid upon all the Securities of such Series for principal and interest,
     with interest upon the overdue principal, and (to the extent that payment
     of such interest is permissible by law and that such interest has been
     collected by the Trustee) upon overdue installments of interest at the same
     rate as the rate of interest or Yield to Maturity (in the case of Original
     Issue Discount Securities) specified in the Securities of such Series; and
     in case such moneys shall be insufficient to pay in full the whole amount
     so due and unpaid upon the Securities of such Series, then to the payment
     of such principal and interest or Yield to Maturity, without preference or
     priority of principal over interest or Yield to Maturity or of interest or
     Yield to Maturity over principal, or of any installment of interest over
     any other installment of interest, or of any Security of such Series over
     any other Security of such Series, ratably to the aggregate of such
     principal and accrued and unpaid interest; and

          FIFTH: To the payment of the remainder, if any, to the Company or any
     other person lawfully entitled thereto.

     SECTION 5.4 Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effective to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

     SECTION 5.5 Restoration of Rights on Abandonment of Proceedings. In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee, then and in every such case
the Company and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

     SECTION 5.6 Limitations on Suits by Securityholders. No Holder of any
Security of any Series or Holder of any Coupon shall have any right by virtue or
by availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a Custodian or other
similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities of such Series
then Outstanding shall have made written request upon the Trustee to institute
such action or proceedings in its own name as trustee


                                      -31-

hereunder and shall have offered to the Trustee such reasonable indemnity, as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have failed to institute any such action or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 5.9; it being understood and
intended, and being expressly covenanted by the taker and Holder of every
Security and by a Holder of each Coupon appertaining thereto with every other
taker and Holder of a Security or Holder of any Coupon appertaining thereto and
the Trustee, that no one or more Holders of Securities of any Series or one or
more Holders of any Coupons appertaining thereto shall have any right in any
manner whatever, by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any other such Holder of Securities
or any other Holders of such Coupons, or to obtain or seek to obtain priority
over or preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of the applicable Series and all the
Holders of Coupons appertaining thereto. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

     SECTION 5.7 Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any provision in this Indenture and any provision of any
Security or Coupon, the right of any Holder of any Security and the right of any
Holder of any Coupon appertaining thereto to receive payment of the principal of
and interest on such Security on or after the respective due dates expressed in
such Security, or to institute suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

     SECTION 5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default. Except as provided in Section 5.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the Securityholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     No delay or omission of the Trustee or of any Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 5.6, every power and remedy given by this Indenture or by law to the
Trustee, to the Securityholders or to the Holder of any Coupon appertaining
thereto may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee, the Securityholders or Holders of any Coupon.

     SECTION 5.9 Control by Securityholders. The Holders of a majority in
aggregate principal amount of the Securities of each Series affected (with each
Series treated as a separate class) at the time Outstanding shall have the right
to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Securities of such Series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors, the executive committee, or a
trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or if the Trustee in good faith shall so determine that
the actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all Series
or of the Holders of


                                      -32-

any Coupons appertaining thereto so affected not joining in the giving of said
direction, it being understood that (subject to Section 6.1) the Trustee shall
have no duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

     SECTION 5.10 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Securities of any Series as provided in
Section 5.1, the Holders of a majority in aggregate principal amount of the
Securities of such Series then Outstanding may waive any such default or Event
of Default and its consequences except a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Security affected. In the case of any such waiver, the Company,
the Trustee, the Holders of the Securities of such Series and the Holder of any
Coupon appertaining thereto shall be restored to their former positions and
rights hereunder, respectively.

     Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

     SECTION 5.11 Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances. The Trustee shall transmit to the Securityholders of any Series
notice in the manner and to the extent provided in Section 12.4, of all defaults
which have occurred with respect to such Series, such notice to be transmitted
within 90 days after the occurrence thereof, unless such defaults shall have
been cured before the giving of such notice (the term "default" or "defaults"
for the purposes of this Section being hereby defined to mean any event or
condition which is, or with notice or lapse of time or both would become, an
Event of Default); provided that, except in the case of default in the payment
of the principal of or interest on any of the Securities of such Series or any
default in the payment of any sinking fund installment or analogous obligation
in respect of any of the Securities of such Series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors or trustees or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders of such
Series.

     SECTION 5.12 Right of Court to Require Filing of Undertaking to Pay Costs.
All parties to this Indenture agree, and each Holder of any Security and each
Holder of any Coupon, by his acceptance thereof, shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any Series holding in the aggregate more than 10% in
aggregate principal amount of the Securities of such Series, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in
such Security.

                                   ARTICLE SIX


                                      -33-

                             CONCERNING THE TRUSTEE

     SECTION 6.1 Duties and Responsibilities of the Trustee; Prior to Default;
During Default. With respect to the Holders of any Series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular Series and after the curing or waiving
of all Events of Default which may have occurred with respect to such Series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a Series has occurred (which has not been cured or waived) of
which a Responsible Officer has actual knowledge, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own wilful misconduct, except that

          (a) prior to the occurrence of an Event of Default with respect to the
     Securities of any Series and after the curing or waiving of all such Events
     of Default with respect to such Series which may have occurred:

               (i) the duties and obligations of the Trustee with respect to the
          Securities of any Series shall be determined solely by the express
          provisions of this Indenture, and the Trustee shall not be liable
          except for the performance of such duties and obligations as are
          specifically set forth in this Indenture, and no implied covenants or
          obligations shall be read into this Indenture against the Trustee; and

               (ii) in the absence of bad faith on the part of the Trustee, the
          Trustee may conclusively rely, as to the truth of the statements and
          the correctness of the opinions expressed therein, upon any
          statements, certificates or opinions furnished to the Trustee and
          conforming to the requirements of this Indenture; but in the case of
          any such statements, certificates or opinions which by any provision
          hereof are specifically required to be furnished to the Trustee, the
          Trustee shall be under a duty to examine the same to determine whether
          or not they conform to the requirements of this Indenture;

          (b) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer or Responsible Officers of the Trustee,
     unless it shall be proved that the Trustee was negligent in ascertaining
     the pertinent facts; and

          (c) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders pursuant to Section 5.9 relating to the time, method and
     place of conducting any proceeding for any remedy available to the Trustee,
     or exercising any trust or power conferred upon the Trustee, under this
     Indenture.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

     SECTION 6.2 Certain Rights of the Trustee. Subject to Section 6.1:

          (a) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, Officer's Certificate or any
     other certificate, statement, instrument, opinion,


                                      -34-

     report, notice, request, consent, order, bond, debenture, note, coupon,
     security or other paper or document believed by it to be genuine and to
     have been signed or presented by the proper party or parties;

          (b) any request, direction, order or demand of the Company mentioned
     herein shall be sufficiently evidenced by an Officer's Certificate (unless
     other evidence in respect thereof be herein specifically prescribed); and
     any resolution of the Board of Directors may be evidenced to the Trustee by
     a copy thereof certified by the secretary or any assistant secretary of the
     Company;

          (c) the Trustee may consult with counsel and any advice or action
     taken by the Trustee in reasonable reliance on an Opinion of Counsel shall
     be full and complete authorization and protection in respect of any action
     taken, suffered or omitted to be taken by it hereunder in good faith and in
     accordance with such advice or Opinion of Counsel;

          (d) the Trustee shall be under no obligation to exercise any of the
     trusts or powers vested in it by this Indenture at the request, order or
     direction of any of the Securityholders pursuant to the provisions of this
     Indenture, unless such Securityholders shall have offered to the Trustee
     reasonable security or indemnity against the costs, expenses and
     liabilities which might be incurred therein or thereby;

          (e) the Trustee shall not be liable for any action taken or omitted by
     it in good faith and believed by it to be authorized or within the
     discretion, rights or powers conferred upon it by this Indenture;

          (f) prior to the occurrence of any Event of Default hereunder and
     after the curing or waiving of all Events of Default, the Trustee shall not
     be bound to make any investigation into the facts or matters stated in any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, consent, order, approval, appraisal, bond, debenture, note,
     coupon, security, or other paper or document unless requested in writing to
     do so by the Holders of not less than a majority in aggregate principal
     amount of the Securities of all Series affected then Outstanding; provided
     that, if the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured to
     the Trustee by the security afforded to it by the terms of this Indenture,
     the Trustee may require reasonable indemnity against such expenses or
     liabilities as a condition to proceeding; the reasonable expenses of every
     such investigation shall be paid by the Company or, if paid by the Trustee
     or any predecessor Trustee, shall be repaid by the Company upon demand; and

          (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys not regularly in its employ and the Trustee shall be responsible
     for any negligent action, negligent failure to act or wilful misconduct on
     the part of any such agent or attorney.

     SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of Securities
or Application of Proceeds Thereof. The recitals contained herein and in the
Securities, except the Trustee's certificate of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Company of any of the
Securities or of the proceeds thereof.


                                      -35-

     SECTION 6.4 Trustee and Agents May Hold Securities; Collections, etc. The
Trustee, any Paying Agent, Security registrar, or any agent of the Company or
the Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons with the same rights it would have if it were
not the Trustee or such agent and, subject to Sections 6.8 and 6.13, if
operative, may otherwise deal with the Company and receive, collect, hold and
retain collections from the Company with the same rights it would have if it
were not the Trustee or such agent.

     SECTION 6.5 Moneys Held by Trustee. Subject to the provisions of Section
10.4 hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Company or
the Trustee shall be under any liability for interest on any moneys received by
it hereunder.

     SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Company covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Company covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Company also covenants to indemnify the Trustee and each predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this Indenture or the trusts hereunder
and its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim of liability in the premises. The obligations
of the Company under this Section to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. Such additional indebtedness shall be a senior
claim to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the Holders
of particular Securities or the Holders of particular Coupons, and the
Securities are hereby subordinated to such senior claim. When the Trustee incurs
expenses or renders services in connection with an Event of Default specified in
Section 5.1 or in connection with Article Five hereof, the expenses (including
the reasonable fees and expenses of its counsel) and the compensation for the
service in connection therewith are intended to constitute expenses of
administration under any bankruptcy law.

     SECTION 6.7 Right of Trustee to Rely on Officer's Certificate, etc. Subject
to Sections 6.1 and 6.2, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it or under
the provisions of this Indenture upon the faith thereof.

     SECTION 6.8 Qualification of Trustee; Conflicting Interests. (a) If the
Trustee has or shall acquire any conflicting interest, as defined in this
Section, it shall, within 90 days after ascertaining that it has such
conflicting interest, either eliminate such conflicting interest or resign in
the manner and with the effect specified in this Indenture.


                                      -36-

     (b) In the event that the Trustee shall fail to comply with the provisions
of subsection (a) of this Section, the Trustee shall, within 10 days after the
expiration of such 90 day period, transmit by mail notice of such failure to the
Securityholders in the manner and to the extent provided in Section 4.4(c) and
12.4.

     (c) For the purposes of this Section, the Trustee shall be deemed to have a
conflicting interest with respect to Securities of any Series if

          (i) the Trustee is trustee under this Indenture with respect to the
     Outstanding Securities of any other Series or is a trustee under another
     indenture under which any other securities, or certificates of interest or
     participation in any other securities, of an Issuer are outstanding, unless
     such other indenture is a collateral trust indenture under which the only
     collateral consists of Securities issued under this Indenture; provided
     that there shall be excluded from the operation of this paragraph this
     Indenture with respect to the Securities of any Series other than such
     Series or any other indenture or indentures under which other securities,
     or certificates of interest or participation in other securities, of an
     Issuer are outstanding if (i) this Indenture is and such other indenture or
     indentures are wholly unsecured, and such other indenture or indentures are
     hereafter qualified under the Trust Indenture Act of 1939, unless the
     Commission shall have found and declared by order pursuant to Section
     305(b) or Section 307(c) of such Trust Indenture Act of 1939 that
     differences exist between the provisions of this Indenture with respect to
     Securities of such Series and one or more other Series, or the provisions
     of this Indenture and the provisions of such other indenture or indentures
     which are so likely to involve a material conflict of interest as to make
     it necessary in the public interest or for the protection of investors to
     disqualify the Trustee from acting as such under this Indenture with
     respect to Securities of such Series and such other Series, or under this
     Indenture or such other indenture or indentures, or (ii) the Issuer shall
     have sustained the burden of proving, on application to the Commission and
     after opportunity for hearing thereon, that trusteeship under this
     Indenture with respect to Securities of such Series and such other Series,
     or under this Indenture and such other indenture or indentures is not so
     likely to involve a material conflict of interest as to make it necessary
     in the public interest or for the protection of investors to disqualify the
     Trustee from acting as such under this Indenture with respect to Securities
     of such Series and such other Series, or under this Indenture and such
     other indentures;

          (ii) the Trustee or any of its directors or executive officers is an
     obligor upon the Securities of any Series issued under this Indenture or an
     underwriter for an Issuer;

          (iii) the Trustee directly or indirectly controls or is directly or
     indirectly controlled by or is under direct or indirect common control with
     an Issuer or an underwriter for an Issuer;

          (iv) the Trustee or any of its directors or executive officers is a
     director, officer, partner, employee, appointee, or representative of an
     Issuer, or of an underwriter (other than the Trustee itself) for an Issuer
     who is currently engaged in the business of underwriting, except that (x)
     one individual may be a director or an executive officer, or both, of the
     Trustee and a director or an executive officer, or both, of an Issuer, but
     may not be at the same time an executive officer of both the Trustee and an
     Issuer; (y) if and so long as the number of directors of the Trustee in
     office is more than nine, one additional individual may be a director or an
     executive officer, or both, of the Trustee and a director of an Issuer; and
     (z) the Trustee may be designated by an Issuer or by any underwriter for an
     Issuer to act in the capacity of transfer agent, registrar, custodian,
     paying agent, fiscal agent, escrow agent or depositary, or in any other
     similar capacity,


                                      -37-

     or, subject to the provisions of subsection (c)(i) of this Section, to act
     as trustee, whether under an indenture or otherwise;

          (v) 10% or more of the voting securities of the Trustee is
     beneficially owned either by an Issuer or by any director, partner or
     executive officer thereof, or 20% or more of such voting securities is
     beneficially owned, collectively, by any two or more of such persons; or
     10% or more of the voting securities of the Trustee is beneficially owned
     either by an underwriter for an Issuer or by any director, partner, or
     executive officer thereof, or is beneficially owned, collectively, by any
     two or more such persons;

          (vi) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, (x) 5% or more of the
     voting securities or 10% or more of any other class of security of an
     Issuer, not including the Securities issued under this Indenture and
     securities issued under any other indenture under which the Trustee is also
     trustee, or (y) 10% or more of any class of security of an underwriter for
     an Issuer;

          (vii) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, 5% or more of the voting
     securities of any person who, to the knowledge of the Trustee, owns 10% or
     more of the voting securities of, or controls directly or indirectly or is
     under direct or indirect common control with, an Issuer;

          (viii) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, 10% or more of any class of
     security of any person who, to the knowledge of the Trustee, owns 50% or
     more of the voting securities of an Issuer; or

          (ix) the Trustee owns on May 15 in any calendar year, in the capacity
     of executor, administrator, testamentary or inter vivos trustee, guardian,
     committee or conservator, or in any other similar capacity, an aggregate of
     25% or more of the voting securities, or of any class of security, of any
     person, the beneficial ownership of a specified percentage of which would
     have constituted a conflicting interest under Section 6.8(c)(vi), (vii) or
     (viii). As to any such securities of which the Trustee acquired ownership
     through becoming executor, administrator or testamentary trustee of an
     estate which included them, the provisions of the preceding sentence shall
     not apply, for a period of two years from the date of such acquisition, to
     the extent that such securities included in such estate do not exceed 25%
     of such voting securities or 25% of any such class of securities. Promptly
     after May 15 in each calendar year the Trustee shall make a check of its
     holdings of such securities in any of the above-mentioned capacities as of
     such May 15. If an Issuer fails to make payment in full of principal of or
     interest on any of the Securities when and as the same becomes due and
     payable, and such failure continues for 30 days thereafter, the Trustee
     shall make a prompt check of its holdings of such securities in any of the
     above-mentioned capacities as of the date of the expiration of such 30-day
     period, and after such date, notwithstanding the foregoing provisions of
     this paragraph, all such securities so held by the Trustee, with sole or
     joint control over such securities vested in it, shall, but only so long as
     such failure shall continue, be considered as though beneficially owned by
     the Trustee for the purposes of subsections (c)(vi), (vii) and (viii) of
     this Section.

     The specification of percentages in subsections (c)(v) to (ix), inclusive,
of this Section shall not be construed as indicating that the ownership of such
percentages of the securities of a person is or is not necessary or sufficient
to constitute direct or indirect control for the purposes of subsection (c)(iii)
or (vii) of this Section.

     For the purposes of subsections (c)(vi), (vii), (viii) and (ix) of this
Section, only:


                                      -38-

          (i) the terms "security" and "securities" shall include only such
     securities as are generally known as corporate securities, but shall not
     include any note or other evidence of indebtedness issued to evidence an
     obligation to repay moneys lent to a person by one or more banks, trust
     companies, or banking firms, or any certificate of interest or
     participation in any such note or evidence of indebtedness;

          (ii) an obligation shall be deemed to be in default when a default in
     payment of principal shall have continued for 30 days or more and shall not
     have been cured; and

          (iii) the Trustee shall not be deemed to be the owner or holder of (x)
     any security which it holds as collateral security, as trustee or
     otherwise, for an obligation which is not in default as defined in clause
     (ii) above, or (y) any security which it holds as collateral security under
     this Indenture, irrespective of any default hereunder, or (z) any security
     which it holds as agent for collection, or as custodian, escrow agent, or
     depository, or in any similar representative capacity.

     Except as provided above, the word "security" or "securities" as used in
this Section shall mean any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral trust certificate, preorganization
certificate or subscription, transferable share, investment contract, voting
trust certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas or other mineral rights, or, in general, any interest or
instrument commonly known as a "security", or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing.

     (d) For purposes of this Section:

          (i) the term "underwriter" when used with reference to an Issuer shall
     mean every person who, within three years prior to the time as of which the
     determination is made, has purchased from the Issuer with a view to, or has
     offered or sold for the Issuer in connection with, the distribution of any
     security of the Issuer outstanding at such time, or has participated or has
     had a direct or indirect participation in any such undertaking, or has
     participated or has had a participation in the direct or indirect
     underwriting of any such undertaking, but such term shall not include a
     person whose interest was limited to a commission from an underwriter or
     dealer not in excess of the usual and customary distributors' or sellers'
     commission;

          (ii) the term "director" shall mean any director of a corporation or
     any individual performing similar functions with respect to any
     organization whether incorporated or unincorporated;

          (iii) the term "person" shall mean an individual, a corporation, a
     partnership, an association, a joint-stock company, a trust, an
     unincorporated organization, or a government or political subdivision
     thereof; as used in this paragraph, the term "trust" shall include only a
     trust where the interest or interests of the beneficiary or beneficiaries
     are evidenced by a security;

          (iv) the term "voting security" shall mean any security presently
     entitling the owner or holder thereof to vote on the direction or
     management of the affairs of a person, or any security issued under or
     pursuant to any trust, agreement or arrangement whereby a trustee or
     trustees or agent or agents for the owner or holder of such security are
     presently entitled to vote on the direction or management of the affairs of
     a person;


                                      -39-

          (v) the term "Issuer" shall mean any obligor upon the Securities; and

          (vi) the term "executive officer" shall mean the president, every vice
     president, every trust officer, the cashier, the secretary, and the
     treasurer of a corporation, and any individual customarily performing
     similar functions with respect to any organization whether incorporated or
     unincorporated, but shall not include the chairman of the board of
     directors.

     (e) The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:

          (i) a specified percentage of the voting securities of the Trustee, an
     Issuer or any other person referred to in this Section (each of whom is
     referred to as "person" in this paragraph) means such amount of the
     outstanding voting securities of such person as entitles the holder or
     holders thereof to cast such specified percentage of the aggregate votes
     which the holders of all the outstanding voting securities of such person
     are entitled to cast in the direction or management of the affairs of such
     person;

          (ii) a specified percentage of a class of securities of a person means
     such percentage of the aggregate amount of securities of the class
     outstanding;

          (iii) the term "amount", when used in regard to securities, means the
     principal amount if relating to evidences of indebtedness, the number of
     shares if relating to capital shares, and the number of units if relating
     to any other kind of security;

          (iv) the term "outstanding" means issued and not held by or for the
     account of the issuer; the following securities shall not be deemed
     outstanding within the meaning of this definition:

               (A) securities of an issuer held in a sinking fund relating to
          securities of the issuer of the same class;

               (B) securities of an issuer held in a sinking fund relating to
          another class of securities of the issuer, if the obligation evidenced
          by such other class of securities is not in default as to principal or
          interest or otherwise;

               (C) securities pledged by the issuer thereof as security for an
          obligation of the issuer not in default as to principal or interest or
          otherwise; and

               (D) securities held in escrow if placed in escrow by the issuer
          thereof;

     provided that any voting securities of an issuer shall be deemed
     outstanding if any person other than the issuer is entitled to exercise the
     voting rights thereof; and

          (v) a security shall be deemed to be of the same class as another
     security if both securities confer upon the holder or holders thereof
     substantially the same rights and privileges; provided, that in the case of
     secured evidences of indebtedness, all of which are issued under a single
     indenture, differences in the interest rates or maturity dates of various
     Series thereof shall not be deemed sufficient to constitute such Series
     different classes, and provided, further, that, in the case of unsecured
     evidences of indebtedness, differences in the interest rates or maturity
     dates thereof shall not be deemed sufficient to constitute them securities
     of different classes, whether or not they are issued under a single
     indenture.


                                      -40-

     SECTION 6.9 Persons Eligible for Appointment as Trustee. The Trustee for
each Series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
State or District of Columbia authority. Such corporation shall have its
principal place of business in the United States of America, if there be such a
corporation in such location willing to act upon reasonable and customary terms
and conditions. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.10.

     SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee. (a)
The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all Series of Securities by giving written
notice of resignation to the Company and by mailing notice thereof to the
Holders in the manner and to the extent provided in Section 12.4. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee or trustees with respect to the applicable Series by written instrument
in duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any Series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable Series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

     (b) In case at any time any of the following shall occur:

          (i) the Trustee shall fail to comply with the provisions of Section
     6.8 with respect to any Series of Securities after written request therefor
     by the Company or by any Securityholder who has been a bona fide Holder of
     a Security or Securities of such Series for at least six months; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 6.9 and shall fail to resign after written request
     therefor by the Company or by any Securityholder; or

          (iii) the Trustee shall become incapable of acting with respect to any
     Series of the Securities, or shall be adjudged a bankrupt or insolvent, or
     a receiver or liquidator of the Trustee or of its property shall be
     appointed, or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation;

then, in any such case, the Company may remove the Trustee with respect to the
applicable Series of Securities and appoint a successor trustee for such Series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Company, one copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee, or, subject to the provisions
of Section 5.12, any Securityholder who has been a bona fide Holder of a
Security or Securities of such Series for at least six months may on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee with respect to such Series. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.


                                      -41-

     (c) The Holders of a majority in aggregate principal amount of the
Securities of each Series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such Series and appoint a successor
trustee with respect to the Securities of such Series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Company the
evidence provided for in Section 7.1 of the action in that regard taken by the
Securityholders.

     (d) Any resignation or removal of the Trustee with respect to any Series
and any appointment of a successor trustee with respect to such Series pursuant
to any of the provisions of this Section 6.10 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 6.11.

     SECTION 6.11 Acceptance of Appointment by Successor Trustee. Any successor
trustee appointed as provided in Section 6.10 shall execute and deliver to the
Company and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
with respect to all or any applicable Series shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all rights, powers, duties and obligations with respect to such
Series of its predecessor hereunder, with like effect as if originally named as
trustee for such Series hereunder; but, nevertheless, on the written request of
the Company or of the successor trustee, upon payment of its charges then
unpaid, the trustee ceasing to act shall, subject to Section 10.4, pay over to
the successor trustee all moneys at the time held by it hereunder and shall
execute and deliver an instrument transferring to such successor trustee all
such rights, powers, duties and obligations. Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a
prior claim upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 6.6.

     If a successor trustee is appointed with respect to the Securities of one
or more (but not all) Series, the Company, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable Series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any Series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts under separate
indentures.

     No successor trustee with respect to any Series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

     Upon acceptance of appointment by any successor trustee as provided in this
Section 6.11, the Company shall give notice in the manner and to the extent
provided in Section 12.4 to the Holders of Securities of any Series for which
such successor trustee is acting as trustee at their last addresses as they
shall appear in the Security register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Company fails to mail such notice within ten days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.


                                      -42-

     SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business of
Trustee. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 6.8 and eligible under the provisions
of Section 6.9, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any Series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any Series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
Trustee hereunder or in the name of the successor Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the
Securities of such Series or in this Indenture provided that the certificate of
the Trustee shall have; provided, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities of any
Series in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.

     SECTION 6.13 Preferential Collection of Claims Against the Company. (a)
Subject to the provisions of this Section, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of an Issuer
within four months prior to a default, as defined in subsection (c) of this
Section, or subsequent to such a default, then, unless and until such default
shall be cured, the Trustee shall set apart and hold in a special account for
the benefit of the Trustee individually, the Holders of the Securities, the
Holders of Coupons and the holders of other indenture securities (as defined in
this section):

          (1) an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such four month period and valid as against
     such Issuer and its other creditors, except any such reduction resulting
     from the receipt or disposition of any property described in subsection
     (a)(2) of this Section, or from the exercise of any right of set-off which
     the Trustee could have exercised if a petition in bankruptcy had been filed
     by or against such Issuer upon the date of such default; and

          (2) all property received by the Trustee in respect of any claim as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such four month
     period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of such Issuer and
     its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

          (A) to retain for its own account (i) payments made on account of any
     such claim by any person (other than such Issuer) who is liable thereon,
     (ii) the proceeds of the bona fide sale of any such claim by the Trustee to
     a third person, and (iii) distributions made in cash, securities or other
     property in respect of claims filed against such Issuer in bankruptcy or
     receivership or in proceedings for reorganization pursuant to Title 11 of
     the United States Code or applicable state law;


                                      -43-

          (B) to realize, for its own account, upon any property held by it as
     security for any such claim, if such property was so held prior to the
     beginning of such four month period;

          (C) to realize, for its own account, but only to the extent of the
     claim hereinafter mentioned, upon any property held by it as security for
     any such claim, if such claim was created after the beginning of such four
     month period and such property was received as security therefor
     simultaneously with the creation thereof, and if the Trustee shall sustain
     the burden of proving that at the time such property was so received the
     Trustee had no reasonable cause to believe that a default as defined in
     subsection (c) of this Section would occur within four months; or

          (D) to receive payment on any claim referred to in paragraph (B) or
     (C), against the release of any property held as security for such claim as
     provided in such paragraph (B) or (C), as the case may be, to the extent of
     the fair value of such property.

     For the purposes of paragraphs (B), (C) and (D), property substituted after
the beginning of such four month period for property held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing claim.

     If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds thereof shall be apportioned between the
Trustee, the Securityholders, the Holders of Coupons and the holders of other
indenture securities in such manner that the Trustee, such Securityholders and
the holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against an Issuer
in bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States Code or applicable State law, the same percentage
of their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from such Issuer of the funds and
property in such special account and before crediting to the respective claims
of the Trustee, such Securityholders and the holders of other indenture
securities, dividends on claims filed against such Issuer in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State law, but after crediting thereon receipts
on account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States Code or applicable State law, whether such
distribution is made in cash, securities or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim. The court in which such bankruptcy, receivership or proceeding for
reorganization is pending shall have jurisdiction (i) to apportion between the
Trustee, such Securityholders and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and the property
held in such special account and the proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made to
the Trustee, such Securityholders and the holders of other indenture securities
with respect to their respective claims, in which event it shall not be
necessary to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such claim, or to
make a specific allocation of such distributions as between the secured and
unsecured portions of such claims, or otherwise to apply the provisions of this
paragraph as a mathematical formula.


                                      -44-

     Any Trustee who has resigned or been removed after the beginning of such
four month period shall be subject to the provisions of this subsection (a) as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four month period, it shall be
subject to the provisions of this subsection (a) if and only if the following
conditions exist:

          (i) the receipt of property or reduction of claim which would have
     given rise to the obligation to account, if such Trustee had continued as
     trustee, occurred after the beginning of such four month period; and

          (ii) such receipt of property or reduction of claim occurred within
     four months after such resignation or removal.

     (b) There shall be excluded from the operation of this Section a creditor
relationship arising from:

          (1) the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2) advances authorized by a receivership or bankruptcy court of
     competent jurisdiction or by this Indenture for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advance and of the circumstances surrounding the
     making thereof is given to the Securityholders at the time and in the
     manner provided in this Indenture;

          (3) disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, fiscal agent or depositary, or other similar
     capacity;

          (4) an indebtedness created as a result of services rendered or
     premises rented or an indebtedness created as a result of goods or
     securities sold in a cash transaction as defined in subsection (c)(3)
     below;

          (5) the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of such Issuer; or

          (6) the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper as defined in subsection (c)(4) of
     this Section.

     (c) As used in this Section:

          (1) the term "default" shall mean any failure to make payment in full
     of the principal of or interest upon any of the Securities or upon the
     other indenture securities when and as such principal or interest becomes
     due and payable;

          (2) the term "other indenture securities" shall mean securities upon
     which an Issuer is an obligor (as defined in the Trust Indenture Act of
     1939) outstanding under any other indenture (i) under which the Trustee is
     also trustee, (ii) which contains provisions substantially similar to the
     provisions of subsection (a) of this Section, and (iii) under which a
     default exists at the time of the apportionment of the funds and property
     held in said special account;


                                      -45-

          (3) the term "cash transaction" shall mean any transaction in which
     full payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand;

          (4) the term "self-liquidating paper" shall mean any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company for the purpose of financing the purchase,
     processing, manufacture, shipment, storage or sale of goods, wares or
     merchandise and which is secured by documents evidencing title to,
     possession of, or a lien upon the goods, wares or merchandise or the
     receivables or proceeds arising from the sale of the goods, wares or
     merchandise previously constituting the security, provided the security is
     received by the Trustee simultaneously with the creation of the creditor
     relationship with the Company arising from the making, drawing, negotiating
     or incurring of the draft, bill of exchange, acceptance or obligation; and

          (5) the term "Issuer" shall mean any obligor upon the Securities.

     SECTION 6.14 Appointment of Authenticating Agent. The Trustee may appoint
an Authenticating Agent or Agents with respect to one or more Series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such Series issued upon original issue or upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 2.9, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication or any other action in connection
therewith, such reference shall be deemed to include authentication and delivery
on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent and
other action taken on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company.

An Authenticating Agent may resign at any time by giving written notice thereof
to the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities in the manner provided
in Section 12.4. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with the effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless acceptable to the Company.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 6.6.

     If an appointment with respect to one or more Series of Securities is made
pursuant to this Section, the Securities of such Series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

          "This is one of the Securities of the Series designated herein and
     referred to in the within-mentioned Indenture.


                                      -46-

                                        J.P. MORGAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION, as Trustee


                                        By:
                                            ------------------------------------
                                            As Authenticating Agent


                                        By:
                                            ------------------------------------
                                            Authorized Officer"

                                  ARTICLE SEVEN

                         CONCERNING THE SECURITYHOLDERS

     SECTION 7.1 Evidence of Action Taken by Securityholders. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all Series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Article.

     (b) The ownership of Registered Securities shall be proved by the Security
register. With respect to any Series of Registered Securities, the Company may,
but shall not be obligated to, fix a record date for the purpose of determining
the identity of Registered Holders entitled to receive any notice or to consent
to any supplement to this Indenture or to any amendment or waiver of any
provision hereof. If a record date is fixed, only those persons who were
Registered Holders at such record date (or their duly designated proxies) shall
be entitled to receive such notice or to consent to such supplement, amendment
or waiver or to revoke any such consent previously given, whether or not such
persons continue to be Holders after such record date. Any such record date
shall not be more than 60 days prior to the first solicitation of such consent
or the date of the most recent list of Securityholders furnished to the Trustee
pursuant to Section 4.1.

     (c) The amount of Unregistered Securities held by any Person executing any
instrument or writing as a Securityholder, the numbers of such Unregistered
Securities, and the date of his holding the same may be proved by the production
of such Securities or by a certificate executed by any trust company, bank,
broker or member of a national securities exchange (wherever situated), as
depositary, if such certificate is in form satisfactory to the Trustee, showing
that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Unregistered Securities therein described;
or such facts may be proved by the certificate or affidavit of the Person
executing such instrument or writing as a Securityholder, if such certificate or
affidavit is in form satisfactory to the Trustee. The Trustee and the Company
may assume that such ownership of any Unregistered Security continues until (i)
another certificate or affidavit bearing a later date issued in respect of the
same Unregistered Security is produced, or (ii) such Unregistered Security is
produced by some other person, or (iii) such Unregistered Security is
surrendered in exchange for a Registered Security, or (iv) such Unregistered
Security has been cancelled in accordance with Section 2.10.

     SECTION 7.2 Proof of Execution of Instruments. Subject to Sections 6.1 and
6.2, the execution of any instrument by a Securityholder or his agent or proxy
may be proved in accordance with such


                                      -47-

reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee.

     SECTION 7.3 Holders to Be Treated as Owners. The Company, the Trustee and
any Agent of the Company or the Trustee may deem and treat the person in whose
name any Security shall be registered upon the Security register for such Series
as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and
interest on such Security and for all other purposes; and neither the Company
nor the Trustee nor any Agent of the Company or the Trustee shall be affected by
any notice to the contrary. All such payments so made to any such person, or
upon his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Security.

     SECTION 7.4 Securities Owned by Company Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all Series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the
Company or any other obligor on the Securities with respect to which such
determination is being made or by any person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or
any other obligor on the Securities with respect to which such determination is
being made shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination, except that for the purpose of determining whether
the Trustee shall be protected in relying on any such direction, consent or
waiver only Securities which the Trustee knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Securities.
In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Company shall furnish to the
Trustee promptly an Officer's Certificate listing and identifying all
Securities, if any, known by the Company to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officer's Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

     SECTION 7.5 Right of Revocation of Action Taken. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 7.1, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all Series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all Series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Company, the Trustee and the Holders of
all the Securities affected by such action.


                                      -48-

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

     SECTION 8.1 Supplemental Indentures Without Consent of Securityholders. The
Company, when authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of the execution thereof) for one or more of the following
purposes:

          (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
     security for the Securities of one or more Series any property or assets;

          (b) to evidence the succession of another corporation to the Company,
     or successive successions, and the assumption by the successor corporation
     of the covenants, agreements and obligations of the Company pursuant to
     Article Nine;

          (c) to add to the covenants of the Company such further covenants,
     restrictions, conditions or provisions as its Board of Directors and the
     Trustee shall consider to be for the protection of the Holders of
     Securities, and to make the occurrence, or the occurrence and continuance,
     of a default in any such additional covenants, restrictions, conditions or
     provisions an Event of Default permitting the enforcement of all or any of
     the several remedies provided in this Indenture as herein set forth;
     provided, that in respect of any such additional covenant, restriction,
     condition or provision such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such an Event of Default or may limit the
     remedies available to the Trustee upon such an Event of Default or may
     limit the right of the Holders of a majority in aggregate principal amount
     of the Securities of such Series to waive such an Event of Default;

          (d) to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture; or to make such other provisions in regard to
     matters or questions arising under this Indenture or under any supplemental
     indenture as the Board of Directors may deem necessary or desirable and
     which shall not materially and adversely affect the interests of the
     Holders of the Securities or the Holders of any Coupons;

          (e) to establish the form or terms of Securities of any Series as
     permitted by Sections 2.1 and 2.3; or

          (f) to evidence and provide for the acceptance of appointment
     hereunder by a successor trustee with respect to the Securities of one or
     more Series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than the one trustee, pursuant to the
     requirements of Section 6.11.

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.


                                      -49-

     Any supplemental indenture authorized by the provisions of this Section may
be executed without the consent of the Holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 8.2.

     SECTION 8.2 Supplemental Indentures With Consent of Securityholders. With
the consent (evidenced as provided in Article Seven) of the Holders of a
majority of the aggregate principal amount of the Securities at the time
Outstanding of all Series affected by such supplemental indenture (treated as
one class), the Company, when authorized by a Board Resolution, and the Trustee
may, from time to time and at any time, enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each such
Series; provided, that no such supplemental indenture shall (a) extend the final
maturity of any Security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof, or reduce the amount of principal of an Original
Issue Discount Security that would be due and payable upon an acceleration of
the maturity thereof pursuant to Section 5.1 or the amount provable in
bankruptcy pursuant to Section 5.2, or impair or affect the right of any
Securityholder to institute suit for payment thereof or, if the Securities
provide therefor, any right of repayment at the option of the Securityholder
without the consent of the Holder of the Security so affected, or (b) reduce the
aforesaid percentage of Securities of any Series, the consent of the Holders of
which is required for any such supplemental indenture, without the consent of
the Holder of the Security so affected.

     Upon the request of the Company, accompanied by a copy of a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid and other documents, if any, required by Section 7.1, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

     It shall not be necessary for the consent of the Securityholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

     An amendment under this Section 8.2 or Section 8.1 may not make any change
that adversely affects the rights under Article Eleven of any holder of Senior
Indebtedness then outstanding unless the requisite holders of such Senior
Indebtedness consent to such change pursuant to the terms of such Senior
Indebtedness.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Company
shall give notice in the manner and to the extent provided in Section 12.4 to
the Holders of Securities of each Series affected thereby at their addresses as
they shall appear on the registry books of the Company, setting forth in general
terms the substance of such supplemental indenture. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

     SECTION 8.3 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Holders of Securities
of each Series


                                      -50-

and Holders of Coupons affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

     SECTION 8.4 Documents to Be Given to Trustee. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, may receive an Officer's Certificate and an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article Eight complies with the applicable provisions
of this Indenture.

     SECTION 8.5 Notation on Securities in Respect of Supplemental Indentures.
Securities of any Series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear, upon
the direction of the Company, a notation in form satisfactory to the Trustee for
such Series as to any matter provided for by such supplemental indenture or as
to any action taken at any such meeting. If the Company or the Trustee shall so
determine, new Securities of any Series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of such Series then outstanding.

                                  ARTICLE NINE

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     SECTION 9.1 Company May Consolidate, etc., on Certain Terms. The Company
covenants that it will not merge or consolidate with any other corporation or
sell or convey all or substantially all of its assets to any Person, unless (i)
either the Company shall be the continuing corporation, or the successor
corporation or the Person which acquires by sale or conveyance substantially all
the assets of the Company (if other than the Company) shall be a corporation
organized under the laws of the United States of America or any State thereof
and shall expressly assume the due and punctual payment of the principal of and
interest on all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed or observed by the Company, by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation, and (ii) the Company or such successor corporation, as the
case may be, shall not, immediately after such merger or consolidation, or such
sale or conveyance, be in default in the performance of any such covenant or
condition.

     SECTION 9.2 Successor Corporation Substituted. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein. Such successor corporation may cause to be signed, and may issue either
in its own name or in the name of the Company prior to such succession any or
all of the Securities issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such
successor corporation instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All of
the Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.


                                      -51-

     In case of any such consolidation, merger, sale or conveyance such changes
in phraseology and form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate.

     In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Company or any successor corporation which shall theretofore have
become such in the manner described in this Article shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be
liquidated and dissolved.

     SECTION 9.3 Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, may receive an Opinion of Counsel, prepared
in accordance with Section 12.5, as conclusive evidence that any such
consolidation, merger, sale or conveyance, and any such assumption, and any such
liquidation or dissolution, complies with the applicable provisions of this
Indenture.

                                   ARTICLE TEN

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     SECTION 10.1 Satisfaction and Discharge of Indenture. (A) If at any time
(a) the Company shall have paid or caused to be paid the principal of and
interest on all the Securities of any Series and Coupons, if any, appertaining
thereto Outstanding hereunder (other than Securities and Coupons which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.9) as and when the same shall have become due and payable, or (b) the
Company shall have delivered to the Trustee for cancellation all Securities of
any Series and Coupons theretofore authenticated (other than any Securities of
such Series and Coupons which have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.9) or (c)(i) all the
Securities of such Series and Coupons not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Company shall have irrevocably deposited or caused
to be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any Paying Agent to the Company in
accordance with Section 10.4) or U.S. Government Obligations, as defined below,
maturing as to principal and interest in such amounts and at such times as will
ensure the availability of cash sufficient to pay at maturity or upon redemption
all Securities of such Series and Coupons (other than any Securities of such
Series and Coupons which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.9) not theretofore
delivered to the Trustee for cancellation, including principal and interest due
or to become due to such date of maturity as the case may be, and if, in any
such case, the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company with respect to Securities of such Series and Coupons,
then this Indenture shall cease to be of further effect with respect to
Securities of such Series and Coupons (except as to (i) rights of registration
of transfer and exchange, and the Company's right of optional redemption, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities and
Coupons, (iii) rights of Holders to receive payments of principal thereof and
interest thereon upon the original stated due dates therefor (but not upon
acceleration) and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations and immunities of the
Trustee hereunder and (v) the rights of the Securityholders of such Series as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them), and the Trustee, on demand of the Company
accompanied by an Officer's Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments acknowledging
such satisfaction of and discharging this Indenture with respect to such Series;
provided, that the rights of Holders of the Securities and Holders of Coupons to
receive amounts in respect of


                                      -52-

principal of and interest on the Securities and Coupons held by them shall not
be delayed longer than required by then-applicable mandatory rules or policies
of any securities exchange upon which the Securities are listed. The Company
agrees to reimburse the Trustee for any costs or expenses thereafter reasonably
and properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this
Indenture, the Securities of such Series and Coupons.

     (B) In addition to the provisions of Section 10.1(A), the Company may
terminate its obligations under the Securities of any Series and this Indenture
with respect to such Series, except those obligations referred to in the
penultimate paragraph of this Section 10.1, if the Company has irrevocably
deposited or caused to be deposited with the Trustee, under the terms of an
irrevocable trust agreement in form and substance satisfactory to the Trustee,
as trust funds in trust solely for the benefit of the Securityholders of such
Series for that purpose, (i) cash or (ii) direct noncallable obligations of, or
noncallable obligations guaranteed by, the United States of America or an agency
thereof for the payment of which guarantee or obligation the full faith and
credit of the United States of America is pledged ("U.S. Government
Obligations"), or a combination thereof, maturing as to principal and interest
in such amounts and at such times as are sufficient, without consideration of
any reinvestment of such principal or interest, to pay the principal of and
interest on the outstanding Securities of such Series and Coupons to maturity or
redemption, as the case may be, provided that the Trustee shall have been
irrevocably instructed to apply such money or the proceeds of such U.S.
Government Obligations to the payment of said principal of and interest on the
Outstanding Securities and Coupons of such Series; provided that:

          (a) such deposit shall not cause the Trustee with respect to the
     Securities of that Series to have a conflicting interest as defined in
     Section 6.8 and for purposes of the Trust Indenture Act with respect to the
     Securities of any Series;

          (b) such deposit will not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Company is a party or by which it is bound; and

          (c) no Event of Default under Section 5.1(a), 5.1(b) or 5.1(c), or
     event which with the lapse of time would become an Event of Default with
     respect to the Securities of that Series shall have occurred and be
     continuing on the date of such deposit, and no Event of Default under
     Section 5.1(f) or Section 5.1(g) or event which with the giving of notice
     or lapse of time, or both, would become an Event of Default under Section
     5.1(f) or Section 5.1(g) shall have occurred and be continuing on the 91st
     day after such date of deposit.

     Such irrevocable trust agreement shall include, among other things,
provision for (1) payment of the principal of and interest on the Securities of
such Series and Coupons when due (by redemption, sinking fund payments or
otherwise), (2) the payment of the expenses of the Trustee incurred or to be
incurred in connection with carrying out such trust provisions, (3) rights of
registration, transfer, substitution and exchange of Securities of such Series
and Coupons in accordance with the terms stated in this Indenture and (4)
continuation of the rights and obligations and immunities of the Trustee as
against the Securityholders of such Series as stated in this Indenture.

     Notwithstanding the first paragraph of this Section 10.1(B), the Company's
obligations in Sections 2.8, 2.9, 3.1, 3.2, 5.1, 6.6, 6.10, 10.4 and 10.5 shall
survive until the Securities of such Series and Coupons, if any, are no longer
Outstanding; provided, however, that the Company's obligations in Section 5.1
shall survive only with respect to Events of Default as defined in Sections
5.1(a), 5.1(b), and 5.1(c). Thereafter, the Company's obligations in Sections
6.6, 10.4 and 10.5 shall survive.


                                      -53-

     After any such irrevocable deposit, accompanied by an Officer's Certificate
which shall state that the provisions of the first two paragraphs of this
Section 10.1(B) have been complied with, and upon delivery by the Company to the
Trustee of an Opinion of Counsel to the effect that Securityholders of such
Series will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit and discharge and will be subject to Federal income
tax on the same amount and in the same manner and at the same time as would have
been the case if such deposit and discharge had not occurred, then the Company
shall be discharged of its obligations under the Securities of such Series and
this Indenture with respect to such Series except for those surviving
obligations specified above, and the Trustee upon request shall acknowledge in
writing such discharge. In addition, if the Securities of that Series are then
listed on the New York Stock Exchange, Inc., the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that such deposit, defeasance
and discharge will not cause such Securities to be delisted. Prior to the
delivery of such acknowledgment, the Trustee may require the Company to deliver
to it an Officer's Certificate and Opinion of Counsel, each stating that all
conditions precedent provided for herein relating to the deposit and discharge
contemplated by this provision have been complied with, and the Trustee may also
require that the Opinion of Counsel shall also state that such deposit does not
violate applicable law.

     SECTION 10.2 Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys deposited with the Trustee
pursuant to Section 3.8 or 10.1 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), to the Holders of the particular Securities of
such Series and any Coupons appertaining thereto for the payment or redemption
of which such moneys have been deposited with the Trustee, of all sums due and
to become due thereon for principal and interest; but such money need not be
segregated from other funds except to the extent required by law.

     SECTION 10.3 Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any Series or Coupons, all moneys then held by any Paying Agent under the
provisions of this Indenture with respect to such Series of Securities or
Coupons shall, upon demand of the Company, be repaid to it or paid to the
Trustee and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

     SECTION 10.4 Return of Unclaimed Moneys Held by Trustee and Paying Agent.
Any moneys deposited with or paid to the Trustee or any Paying Agent for the
payment of the principal of or interest on any Security of any Series or Coupons
and not applied but remaining unclaimed for two years after the date upon which
such principal or interest shall have become due and payable, shall, upon the
written request of the Company and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Company by the Trustee for such Series or such Paying Agent, and
the Holder of the Security of such Series or Holders of Coupons appertaining
thereto shall, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property laws, thereafter look only to the
Company for any payment which such Holder may be entitled to collect, and all
liability of the Trustee or any Paying Agent with respect to such moneys shall
thereupon cease.

     SECTION 10.5 Reinstatement of Company's Obligations. If the Trustee is
unable to apply any funds or U.S. Government Obligations in accordance with
Section 3.8 or 10.1 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities of any Series for which such application is
prohibited shall be revived and reinstated as if no deposit had occurred
pursuant to Section 3.8 or 10.1 until such time as the Trustee is permitted to
apply all such funds or U.S. Government Obligations in accordance with Section
3.8 or 10.1; provided, however, that if the Company has made any payment of
interest on or principal of any of such Securities


                                      -54-

or Coupons because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Securityholders of such Securities to receive
such payment from the funds or U.S. Government Obligations held by the Trustee.

                                 ARTICLE ELEVEN

                                  SUBORDINATION

     SECTION 11.1 Securities Subordinate to Senior Indebtedness. The Company
covenants and agrees, and each Holder of a Security by such Holder's acceptance
thereof likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article Eleven, the indebtedness represented by
the Securities and the payment of any principal amount, Redemption Price,
interest and/or Original Issue Discount, if any, and any other amounts payable
as contemplated by Section 2.3 in respect of each and all of the Securities are
hereby expressly made subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness.

     "Senior Indebtedness" means the principal of (and premium, if any) and
interest on (including any interest that accrues after or would have accrued but
for the filing of a petition initiating any proceeding pursuant to any
Bankruptcy Law, regardless of whether such interest is allowed or permitted to
the holder of such Debt against the bankruptcy or any other insolvency estate of
the Company in such proceeding) and other amounts (including fees and other
amounts payable to any agent or trustee for the holders of such Debt) due on or
in connection with any Debt incurred, assumed or guaranteed by the Company,
whether outstanding on the date of the Indenture or thereafter incurred, assumed
or guaranteed and all renewals, extensions and refundings of any such Debt;
provided, however, that the following will not constitute Senior Indebtedness:
(a) any Debt if the instrument creating the same or evidencing the same or
pursuant to which the same is outstanding expressly provides (i) that such Debt
shall not be senior in right of payment to the Securities, or (ii) that such
Debt shall be subordinated to any other Debt of the Company, unless such
instrument expressly provides that such Debt shall be senior in right of payment
to the Securities; and (b) any Debt of the Company in respect of the Securities.

     SECTION 11.2 Payment Over of Proceeds upon Dissolution, etc. Upon any
distribution of assets of the Company in the event of

          (a) any insolvency or bankruptcy case or proceeding, or any
     receivership, liquidation, reorganization or other similar case or
     proceeding in connection therewith, relative to the Company or to its
     creditors, as such, or to its assets, or

          (b) any liquidation, dissolution or other winding up of the Company,
     whether voluntary or involuntary and whether or not involving insolvency or
     bankruptcy, or

          (c) any assignment for the benefit of creditors or any other
     marshalling of assets and liabilities of the Company, then and in such
     event

               (1) the holders of Senior Indebtedness shall be entitled to
          receive payment in full of all amounts due or to become due on or in
          respect of all Senior Indebtedness, or provision shall be made for
          such payment in cash, before the Holders of the Securities are
          entitled to receive any payment on account of the principal,
          Redemption Price, interest, if any, or any other amounts payable as
          contemplated by Section 2.3 in respect of the Securities; and


                                      -55-

               (2) any payment or distribution of assets of the Company of any
          kind or character, whether in cash, property or securities, by set-off
          or otherwise, to which the Holders or the Trustee would be entitled
          but for the provisions of this Article Eleven, including any such
          payment or distribution which may be payable or deliverable by reason
          of the payment of any other Debt of the Company being subordinated to
          the payment of the Securities, shall be paid by the liquidating
          trustee or agent or other person making such payment or distribution,
          whether a trustee in bankruptcy, a receiver or liquidating trustee or
          otherwise, directly to the holders of Senior Indebtedness or their
          representative or representatives or to the trustee or trustees under
          any indenture under which any instruments evidencing any of such
          Senior Indebtedness may have been issued, ratably according to the
          aggregate amounts remaining unpaid on account of the principal of, and
          premium, if any, and interest on the Senior Indebtedness held or
          represented by each, to the extent necessary to make payment in full
          of all Senior Indebtedness remaining unpaid, after giving effect to
          any concurrent payment or distribution to the holders of such Senior
          Indebtedness.

     In the event that, notwithstanding the foregoing provisions of this Section
11.2, the Trustee or the Holder of any Security shall receive any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other Debt of the Company
being subordinated to the payment of the Securities, before all Senior
Indebtedness is paid in full or payment thereof provided for, and if such fact
shall then have been made known to the Trustee, or, as the case may be, such
Holder, then and in such event such payment or distribution shall be paid over
or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, Custodian, assignee, agent or other person making payment or
distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

     For purposes of this Article Eleven only, the words "cash, property or
securities" shall not be deemed to include shares of Capital Stock of the
Company as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment the payment
of which is subordinated, at least to the extent provided in this Article Eleven
with respect to the Securities, to the payment of all Senior Indebtedness which
may at the time be outstanding; provided, however, that (i) Senior Indebtedness
is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of the Senior
Indebtedness are not, without the consent of such holders, altered by such
reorganization or readjustment.

     The consolidation of the Company with, or the merger of the Company into,
another corporation or the liquidation or dissolution of the Company following
the conveyance or transfer of its properties and assets substantially as an
entirety to another person upon the terms and conditions set forth in Article
Nine shall not be deemed a dissolution, winding up, liquidation, reorganization,
assignment for the benefit of creditors or marshalling of assets and liabilities
of the Company for the purposes of this Section 11.2 if the corporation formed
by such consolidation or into which the Company is merged or the person which
acquires by conveyance or transfer the properties and assets of the Company
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article Nine.

     SECTION 11.3 Acceleration of Securities. In the event that any Securities
are declared due and payable before their Stated Maturity pursuant to Section
5.1, then and in such event the Company shall promptly notify holders of Senior
Indebtedness, if any, of such acceleration. If any Senior Indebtedness shall be
Outstanding, the Company may not pay the Securities until 179 days have passed
after such


                                      -56-

acceleration occurs and may thereafter pay the Securities if this Article Eleven
permits the payment at that time.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Securities prohibited by the
foregoing provisions of this Section 11.3, and if such facts then shall have
been known or thereafter shall have been made known to the Trustee as provided
in Section 11.10 or such Holder, as the case may be, pursuant to the terms of
this Indenture, then and in such event such payment shall be paid over and
delivered forthwith to the Company by or on behalf of the person holding such
payment for the benefit of the holders of Senior Indebtedness.

     The provisions of this Section 11.3 shall not apply to any payment with
respect to which Section 11.2 would be applicable.

     SECTION 11.4 Default on Senior Indebtedness. The Company may not make any
payment of the principal, Redemption Price, interest, if any, or any other
amount payable as contemplated by Section 2.3 in respect of the Securities and
may not acquire any Securities for cash or property (other than for Capital
Stock or other securities of the Company, provided that any such securities
which evidence any indebtedness of the Company shall be subordinated to Senior
Indebtedness to at least the same extent as provided in this Article Eleven) if:

          (1) a default on Senior Indebtedness occurs and is continuing that
     permits holders of such Senior Indebtedness to accelerate its maturity; and

          (2) the default is the subject of judicial proceedings or the Company
     receives a notice of default thereof from any person who may give such
     notice pursuant to the instrument evidencing or document governing such
     Senior Indebtedness. If the Company receives any such notice, then a
     similar notice received within nine months thereafter relating to the same
     default on the same issue of Senior Indebtedness shall not be effective for
     purposes of this Section 11.4.

     The Company may resume payments on the Securities and may acquire
Securities if and when:

          (A) the default is cured or waived; or

          (B) 179 or more days pass after the receipt by the Company of the
     notice described in clause (2) above and the default is not then the
     subject of judicial proceedings; and

this Article Eleven otherwise permits the payment or acquisition at that time.

     In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 11.4, and if such fact then shall have been
known or thereafter shall have been made known to the Trustee or such Holder, as
the case may be, pursuant to the terms of this Indenture, then and in such event
such payment shall be paid over and delivered forthwith to the Company by or on
behalf of the person holding such payment for the benefit of the holders of the
Senior Indebtedness.

     The provisions of this Section 11.4 shall not apply to any payment with
respect to which Section 11.2 would be applicable.

     SECTION 11.5 Payment Permitted if No Default. Nothing contained in this
Article Eleven or elsewhere in this Indenture or in any of the Securities shall
prevent (a) the Company, at any time except during the pendency of any case,
proceeding, dissolution, liquidation or other winding up, assignment for


                                      -57-

the benefit of creditors or other marshalling of assets and liabilities of the
Company referred to in Section 11.2 or under the conditions described in Section
11.3 or 11.4, from making payments at any time of the principal, Redemption
Price, interest, if any, or any other amounts payable, as the case may be, in
respect of the Securities, or (b) the application by the Trustee or the
retention by any Holder of any money deposited with it hereunder to the payment
of or on account of the principal, Redemption Price, interest, if any, or any
other amounts payable, as the case may be, in respect of the Securities if the
Trustee did not have, at the time provided in the proviso to the first paragraph
of Section 11.10, notice that such payment would have been prohibited by the
provisions of this Article Eleven.

     SECTION 11.6 Subrogation to Rights of Holders of Senior Indebtedness.
Subject to the payment in full of all Senior Indebtedness, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of
this Article Eleven to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of cash, property or securities applicable to
the Senior Indebtedness until the principal, Redemption Price, interest, if any,
or other amounts payable as contemplated by Section 2.3, as the case may be, in
respect of the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article Eleven, and no payments pursuant to the provisions of this Article
Eleven to the Company or to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as between the Company, its creditors other
than holders of Senior Indebtedness and the Holders of the Securities, be deemed
to be a payment or distribution by the Company to or on account of the Senior
Indebtedness.

     SECTION 11.7 Provisions Solely to Define Relative Rights. The provisions of
this Article Eleven are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on one hand, and the holders
of Senior Indebtedness, on the other hand. Nothing contained in this Article
Eleven or elsewhere in this Indenture or in the Securities is intended to or
shall

          (a) impair, as between the Company and the Holders of the Securities,
     the obligation of the Company, which is absolute and unconditional, to pay
     to the Holders of the Securities the principal, Redemption Price and
     interest, if any, or any other amount payable as contemplated by Section
     2.3, as the case may be, in respect of the Securities as and when the same
     shall become due and payable in accordance with the terms of the Securities
     and this Indenture and which, subject to the rights under this Article
     Eleven of the holders of Senior Indebtedness, is intended to rank equally
     with all other general obligations of the Company; or

          (b) affect the relative rights against the Company or the Holders of
     the Securities and creditors of the Company other than holders of Senior
     Indebtedness; or

          (c) prevent the Trustee or the Holder of any Security from exercising
     all remedies otherwise permitted by applicable law upon default under this
     Indenture, subject to the rights, if any, under this Article Eleven of the
     holders of Senior Indebtedness to receive cash, property or securities
     otherwise payable or deliverable to the Trustee or such Holder.

     SECTION 11.8 Trustee to Effectuate Subordination. Each Holder of a Security
by such Holder's acceptance thereof authorizes and directs the Trustee on such
Holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article Eleven and appoints the
Trustee such Holder's attorney-in-fact for any and all such purposes.

     SECTION 11.9 No Waiver of Subordination Provisions. No right of any present
or future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be


                                      -58-

prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of, or notice to, the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article Eleven or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise dispose
of any property pledged, mortgaged or otherwise securing Senior Indebtedness;
(iii) release any person liable in any manner for the collection of Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company or any other person.

     SECTION 11.10 Notice to Trustee. The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities or that
would permit the resumption of any such payment. Failure to give such notice
shall not affect the subordination of the Securities to Senior Indebtedness.
Notwithstanding the provisions of this Article Eleven or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment to or by the Trustee
in respect of the Securities or that would permit the resumption of any such
payment, unless and until the Trustee shall have received written notice thereof
from the Company or a holder of Senior Indebtedness or from any trustee or agent
therefor; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 6.1, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if a Responsible
Officer of the Trustee shall not have received, at least three Business Days
prior to the date upon which by the terms hereof any such money may become
payable for any purpose (including, without limitation, the payment of the
principal, Redemption Price, interest, if any, or any other amount payable as
contemplated by Section 2.3, as the case may be, in respect of any Security),
the notice with respect to such money provided for in this Section 11.10, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date.

     Subject to the provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a person representing himself
to be a holder of Senior Indebtedness (or a trustee or agent on behalf of such
holder) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee or agent on behalf of any such holder). In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article Eleven, the
Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
person, the extent to which such person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
person under this Article Eleven, and if such evidence is not furnished, the
Trustee may defer any payment which it may be required to make for the benefit
of such person pursuant to the terms of this Indenture pending judicial
determination as to the right of such person to receive such payment.


                                      -59-

     SECTION 11.11 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article Eleven, the Trustee, subject to the provisions of Section 6.1, and
the Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, liquidating trustee, Custodian, receiver, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Eleven.

     SECTION 11.12 Trustee Not Fiduciary for Holders of Senior Indebtedness. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if the Trustee shall in
good faith mistakenly pay over or distribute to Holders of Securities or to the
Company or to any other person cash, property or securities to which any holders
of Senior Indebtedness shall be entitled by virtue of this Article Eleven or
otherwise. The Trustee shall not be charged with knowledge of the existence of
Senior Indebtedness or of any facts that would prohibit any payment hereunder or
that would permit the resumption of any such payment unless a Responsible
Officer of the Trustee shall have received notice to that effect at the address
of the Trustee set forth in Section 12.4. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article Eleven
and no implied covenants or obligations with respect to holders of Senior
Indebtedness shall be read into this Indenture against the Trustee.

     SECTION 11.13 Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article Eleven with respect to
any Senior Indebtedness which may at any time be held by it, to the same extent
as any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

     Nothing in this Article Eleven shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.6.

     SECTION 11.14 Article Eleven Applicable to Paying Agents. In case at any
time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term "Trustee" as used in this Article
Eleven shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article
Eleven in addition to or in place of the Trustee; provided, however, that
Sections 11.10 and 11.12 shall not apply to the Company or any affiliate of the
Company if it or such affiliate acts as Paying Agent.

                                 ARTICLE TWELVE

                            MISCELLANEOUS PROVISIONS

     SECTION 12.1 Incorporators, Stockholders, Officers and Directors of Company
Exempt from Individual Liability. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, in any Security or Coupon
appertaining thereto, or because of any indebtedness evidenced thereby, shall be
had against any incorporator, as such, or against any past, present or future
stockholder,


                                      -60-

officer or director, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders thereof
and as part of the consideration for the issue of the Securities.

     SECTION 12.2 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any Person, firm or corporation,
other than the parties hereto, any Paying Agent and their successors hereunder
and the Holders of the Securities and Coupons, if any, any legal or equitable
right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and of the Holders of the Securities.

     SECTION 12.3 Successors and Assigns of Company Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 12.4 Notices and Demands on Company, Trustee and Securityholders.
Any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee, by the Holders of Securities, or
by the Holders of Coupons to or on the Company may be given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically
provided herein) addressed (until another address of the Company is filed by the
Company with the Trustee) to CNA Financial Corporation, CNA Plaza, Chicago,
Illinois 60685 Attention: General Counsel, except that any notices required or
permitted to be given under Section 5.1 hereof shall be given or served by
registered or certified mail only. Any notice, direction, request or demand by
the Company or any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made at the
Corporate Trust Office.

     Where this Indenture provides for notice to Holders of any event, (1) if
any of the Securities affected by such event are Registered Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed by first-class mail, postage prepaid to such Registered
Holders as their names and addresses appear in the Security register within the
time prescribed and (2) if any of the Securities affected by such event are
Unregistered Securities, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if published once in a newspaper, in an
official language of the country of publication or in English, customarily
published on each Business Day, and of general circulation in New York, New York
and London, England and in such other city or cities as may be specified in such
Securities within the time prescribed. Where successive notices are required in
respect of Unregistered Securities, such notices may be made in the same or in
different newspapers, each meeting the foregoing requirements in the same city
on successive Business Days. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders, and any notice which
is mailed in the manner herein provided shall be conclusively presumed to have
been duly given.

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Company and
Securityholders when such notice is required to be given


                                      -61-

pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.

     SECTION 12.5 Officer's Certificates and Opinions of Counsel; Statements to
Be Contained Therein. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     Any certificate, statement or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of
or representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it relates
to factual matters, information with respect to which is in the possession of
the Company, upon the certificate, statement or opinion of or representations by
an officer or officers of the Company, unless such counsel knows that the
certificate, statement or opinion or representations with respect to the matters
upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous.

     Any certificate, statement or opinion of an officer of the Company or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

     SECTION 12.6 Payments Due on Saturdays, Sundays and Holidays. If the date
of maturity of interest on or principal or premium, if any, of the Securities of
any Series or Coupons appertaining thereto or the date fixed for redemption or
repayment of any such Security or Coupon shall not be a Business Day, then
payment of interest, principal or premium, if any, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.


                                      -62-

     SECTION 12.7 Conflict of Any Provision of Indenture with Trust Indenture
Act of 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included herein by any of Sections 310 to 317, inclusive, of
the Trust Indenture Act of 1939, such required provision shall control.

     SECTION 12.8 New York Law to Govern. THIS INDENTURE AND EACH SECURITY SHALL
BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL
PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.

     SECTION 12.9 Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     SECTION 12.10 Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

     SECTION 12.11 Determination of Principal Amount. In determining whether the
Holders of the requisite principal amount of outstanding Securities of any
Series have given any request, demand, authorization, direction, notice, consent
or waiver hereunder, or whether sufficient funds are available for redemption or
for any other purpose, the principal amount of an Original Issue Discount
Security that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.1 and the principal amount of any Securities denominated
in a Foreign Currency or ECU that shall be deemed to be outstanding for such
purposes shall be determined by converting the Foreign Currency or the specified
amount of each Component Currency into Dollars at the Market Exchange Rate as of
the date of such determination.

                                ARTICLE THIRTEEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

     SECTION 13.1 Applicability of Article. The provisions of this Article shall
be applicable to the Securities of any Series which are redeemable before their
maturity or to any sinking fund for the retirement of Securities of a Series
except as otherwise specified as contemplated by Section 2.3 for Securities of
such Series.

     SECTION 13.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any Series to be redeemed as a whole
or in part at the option of the Company shall be given by giving notice of such
redemption as provided in Section 12.4, at least 30 days and not more than 60
days prior to the date fixed for redemption to such Holders of Securities of
such Series. Failure to give notice by mail, or any defect in the notice to the
Holder of any Security of a Series designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Security of such Series.

     The notice of redemption to each such Holder shall specify the date fixed
for redemption, the redemption price, the place or places of payment, that
payment will be made upon presentation and surrender of such Securities, and
that, unless otherwise specified in such notice, Coupon Securities, if any,
surrendered for payment must be accompanied by all Coupons maturing subsequent
to the redemption date, failing which the amount of any such missing Coupon or
Coupons will be deducted from the sum


                                      -63-

due for payment, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue and that, if less than all of the Outstanding Securities of a
Series are to be redeemed, the identification and principal amount of the
Securities to be redeemed. In case any Security of a Series is to be redeemed in
part, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Security, a new Security or Securities of
such Series in principal amount equal to the unredeemed portion thereof will be
issued.

     The notice of redemption of Securities of any Series to be redeemed at the
option of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

     On or prior to the redemption date specified in the notice of redemption
given as provided in this Section, the Company will deposit with the Trustee or
with one or more paying agents (or, if the Company is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 3.4) an
amount of money sufficient to redeem on the redemption date all the Securities
of such Series so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. If less than
all the Outstanding Securities of a Series are to be redeemed, the Company will
deliver to the Trustee at least 60 days prior to the date fixed for redemption
an Officer's Certificate stating the aggregate principal amount of Securities to
be redeemed.

     If less than all the Securities of a Series are to be redeemed, the Trustee
shall select, in such manner as it shall deem appropriate and fair, Securities
of such Series to be redeemed in whole or in part. Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for Securities of
such Series or any multiple thereof. The Trustee shall promptly notify the
Company in writing of the Securities of such Series selected for redemption and,
in the case of any Securities of such Series selected for partial redemption,
the principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any Series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

     SECTION 13.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Company shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 6.5 and 10.4, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
said Securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; provided that any semiannual payment
of interest on Registered Securities becoming due on the date fixed for
redemption shall be payable to the Holders of such Securities registered as such
on the relevant record date subject to the terms and provisions of Section 2.7
hereof.


                                      -64-

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest borne
by the Security.

     Upon presentation of any Security redeemed in part only and the Coupons
appertaining thereto, the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities and the Coupons
appertaining thereto, of authorized denominations, in principal amount equal to
the unredeemed portion of the Security so presented.

     SECTION 13.4 Exclusion of Certain Securities from Eligibility for Selection
for Redemption. Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a
written statement signed by an authorized officer of the Company and delivered
to the Trustee at least 60 days prior to the last date on which notice of
redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by, either (a) the Company or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.

     SECTION 13.5 Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of Securities of any Series
is herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Securities of any
Series is herein referred to as an "optional sinking fund payment". The date on
which a sinking fund payment is to be made is herein referred to as the "sinking
fund payment date".

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Series of Securities in cash, the Company may at its option
(a) deliver to the Trustee Securities of such Series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Company or receive credit for Securities of such Series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Company and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such Series (not previously so credited) redeemed by the Company
through any optional redemption provision contained in the terms of such Series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

     On or before the sixtieth day next preceding each sinking fund payment date
for any Series, the Company will deliver to the Trustee an Officer's Certificate
(a) specifying the portion of the mandatory sinking fund payment to be satisfied
by payment of cash and the portion to be satisfied by credit of Securities of
such Series, (b) stating that none of the Securities of such Series has
theretofore been so credited, (c) stating that no defaults in the payment of
interest or Events of Default with respect to such Series have occurred (which
have not been waived or cured) and are continuing, (d) stating whether or not
the Company intends to exercise its right to make an optional sinking fund
payment with respect to such Series and, if so, specifying the amount of such
optional sinking fund payment which the Company intends to pay on or before the
next succeeding sinking fund payment date and (e) specifying such sinking fund
payment date. Any Securities of such Series to be credited and required to be
delivered to the Trustee in order for the Company to be entitled to credit
therefor as aforesaid which have not theretofore been delivered to the Trustee
shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with
such written statement (or reasonably promptly thereafter if acceptable to the
Trustee). Such written statement shall be irrevocable and upon its receipt by
the Trustee the Company shall become unconditionally obligated to make all the
cash payments or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. Failure of the Company, on or before any
such


                                      -65-

sixtieth day, to deliver such written statement and Securities specified in this
paragraph, if any, shall not constitute a default but shall constitute, on and
as of such date, the irrevocable election of the Company (i) that the mandatory
sinking fund payment for such Series due on the next succeeding sinking fund
payment date shall be paid entirely in cash without the option to deliver or
credit Securities of such Series in respect thereof and (ii) that the Company
will make no optional sinking fund payment with respect to such Series as
provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000
(or a lesser sum if the Company shall so request) with respect to the Securities
of any particular Series, such cash shall be applied on the next succeeding
sinking fund payment date to the redemption of Securities of such Series at the
sinking fund redemption price together with accrued interest to the date fixed
for redemption. If such amount shall be $50,000 or less and the Company makes no
such request then it shall be carried over until a sum in excess of $50,000 is
available. The Trustee shall select, in the manner provided in Section 13.2, for
redemption on such sinking fund payment date a sufficient principal amount of
Securities of such Series to absorb said cash, as nearly as may be possible, and
shall (if requested in writing by the Company) inform the Company of the serial
numbers of the Securities of such Series (or portions thereof) so selected.
Securities of any Series which are identified by registration and certificate
number in an Officer's Certificate at least 60 days prior to the sinking fund
payment date as being beneficially owned by, and not pledged or hypothecated by,
the Company or an entity directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company shall be excluded from
Securities of such Series eligible for selection for redemption. The Trustee, in
the name and at the expense of the Company (or the Company, if it shall so
notify the Trustee in writing) shall cause notice of redemption of the
Securities of such Series to be given in substantially the manner provided in
Section 13.2 (and with the effect provided in Section 13.3) for the redemption
of Securities of such Series in part at the option of the Company. The amount of
any sinking fund payments not so applied or allocated to the redemption of
Securities of such Series shall be added to the next cash sinking fund payment
for such Series and, together with such payment, shall be applied in accordance
with the provisions of this Section. Any and all sinking fund moneys held on the
stated maturity date of the Securities of any particular Series (or earlier, if
such maturity is accelerated), which are not held for the payment or redemption
of particular Securities of such Series shall be applied, together with other
moneys, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such Series at maturity.

     On or before each sinking fund payment date, the Company shall pay to the
Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Securities to be redeemed on such
sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a
Series with sinking fund moneys or mail or publish any notice of redemption of
Securities for such Series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the mailing or publication of notice of
redemption of any Securities shall theretofore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Company a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such Series at the time when any
such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article Five and held for the
payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.10 or the default cured on or before the
sixtieth day preceding the sinking fund payment date in any year, such moneys
shall thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section to the redemption of such Securities.


                                      -66-

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereto affixed and
attested, all as of the day and year first above written.

ATTEST:                                 CNA FINANCIAL CORPORATION


By:                                     By:
    ---------------------------------       ------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------

[CORPORATE SEAL]


ATTEST:                                 J.P. MORGAN TRUST COMPANY,
                                        NATIONAL ASSOCIATION,
                                        as Trustee


By:                                     By:
    ---------------------------------       ------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------

[CORPORATE SEAL]


                                      -67-

STATE OF ILLINOIS )
                  ) ss.:
COUNTY OF COOK    )

     On this __th day of __________, 200_, before me personally came
______________, to me personally known, who, being by me duly sworn, did depose
and say that he resides at ______________, __________; that he is the _________
of CNA Financial Corporation, one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

[NOTARIAL SEAL]


                                        ----------------------------------------
                                        Notary Public

STATE OF ILLINOIS )
                  ) ss.:
COUNTY OF COOK    )

     On this __th day of __________, 200_, before me personally came
______________, to me personally known, who, being by me duly sworn, did depose
and say that he resides at ______________, __________; that he is a
______________ of J.P. Morgan Trust Company, National Association, one of the
corporations described in and which executed the above instrument; that he knows
the corporate seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

[NOTARIAL SEAL]


                                        ----------------------------------------
                                        Notary Public


                                      -68-

Exhibit A-1

                       [FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY]

                                   CERTIFICATE

                            CNA FINANCIAL CORPORATION

                   [Description of Securities to be delivered]

     This is to certify that the above-captioned Securities are not being
acquired by or on behalf of a United States Person or by persons who have
purchased such Securities for offer to resell or resale to any U.S. Persons or
any person in the United States or, if a beneficial interest in the Securities
is being acquired by or on behalf of a United States Person, that such person is
a financial institution within the meaning of Section 1.1.65-12(c)(1)(v) of the
United States Treasury regulations which agrees to comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder and which is not purchasing for offer to
resell or resale inside the United States. If the undersigned is a dealer, the
undersigned agrees to obtain a similar certificate from each person entitled to
delivery of any of the above-captioned Securities in bearer form purchased from
it; provided, however, that if the undersigned has actual knowledge that the
information contained in such a certificate is false, the undersigned will not
deliver a Security in temporary or definitive bearer form to the person who
signed such certificate notwithstanding the delivery of such certificate to the
undersigned.

     As used herein, "United States Person" means any citizen or resident of the
United States of America (including the States and the District of Columbia) and
its territories, its possessions and all areas subject to its jurisdiction
("United States"), including any corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof and any estate or trust which is subject to United States
federal income taxation regardless of the source of its income.

     We undertake to advise you by telex if the above statement as to beneficial
ownership is not correct on the date of delivery of the above-captioned
Securities in bearer form as to all of such Securities.

     We understand that this certificate is required in connection with United
States securities and tax laws. We irrevocably authorize you to produce this
certificate or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered by
this certificate.

Dated: __________, 20__
[To be dated on or after
_________, 20__ (the date
determined pursuant to the
Indenture)]

                                           [Name of person entitled to receive
                                                        Security]


                                        By:
                                            ------------------------------------

Exhibit A-2

                 [FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
                 AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE
                  OF A PORTION OF A TEMPORARY GLOBAL SECURITY]
                                   CERTIFICATE

                            CNA FINANCIAL CORPORATION

                   [Description of Securities to be delivered]

     This is to certify with respect to $________ principal amount of the above-
captioned Securities (i) that we have received from each of the persons
appearing in our records as persons being entitled to a portion of such
principal amount (our "Qualified Account Holders") a certificate with respect to
such portion substantially in the form attached hereto and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such certificate or
certificates.

     We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any portion of
the part of the Global Security submitted herewith for exchange are no longer
true and cannot be relied upon as of the date hereof.

Dated: ______________, 20__
[To be dated no earlier than
the Exchange Date]

                                            [MORGAN GUARANTY TRUST COMPANY OF
                                              NEW YORK, Brussels Office, as
                                           Operator of the Euro-clear System]
                                                      [CEDEL S.A.]


                                        By:
                                            ------------------------------------


                                       A-2

Exhibit A-3

                 [FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
          AND CEDEL S.A. TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]
                                   CERTIFICATE

                            CNA FINANCIAL CORPORATION

           [Description of Securities on which interest is to be paid]

     This is to certify with respect to the above-captioned Securities or, with
respect to payments on any global security representing Securities, the
principal amount of any global security listed below that we have received from
each of the persons appearing in our records as persons being entitled to
receive payments with respect thereto (our "Qualified Account Holders") a
certificate with respect to such Qualified Account Holders substantially in the
form attached hereto.

     We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any Security
or interest in any global security listed above are no longer true and cannot be
relied upon as of the date hereof.

Dated: ______________, 20__
[To be dated no earlier than the
relevant Interest Payment Date]

                                            [MORGAN GUARANTY TRUST COMPANY OF
                                              NEW YORK, Brussels Office, as
                                           Operator of the Euro-clear System]
                                                      [CEDEL S.A.]


                                        By:
                                            ------------------------------------


                                       A-3

Exhibit A-4

                                   CERTIFICATE

              [FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS
                 TO OBTAIN INTEREST PRIOR TO ANY EXCHANGE DATE]
                            CNA FINANCIAL CORPORATION

           [Description of Securities on which interest is to be paid]

     This is to certify that as of the Interest Payment Date on [Insert Date]
and except as provided in the second paragraph hereof, none of the
above-captioned Securities held by you for our account or any interest in any
global security representing the such Securities was beneficially owned by a
United States Person (as defined below) or by persons who have purchased such
Securities for offer to resell or resale to any United States Persons or any
person in the United States or, if any of such Securities held by you for our
account were beneficially owned by a United States Person, such United States
Person either provided an Internal Revenue Service Form W-9 with respect to such
interest payment or certified with respect to such interest payment that it was
an exempt recipient as defined in Section 1.6049-4(c)(1)(ii) of the United
States Treasury regulations.

     This certificate excepts and does not relate to $_________ principal amount
of the above-captioned Securities or any interest in a global security
representing the Securities appearing in your books as being held for our
account as to which we are not yet able so to certify and as to which we
understand that we cannot receive any payments with respect thereto until we are
able so to certify.

     We understand that this certificate is required in connection with United
States tax laws. We irrevocably authorize you to produce this certificate or a
copy hereof to any interested party in any administrative or legal proceedings
or official inquiry with respect to the matters covered by this certificate.

     As used herein, "United States Person" means any citizen or resident of the
United States of America (including the States and the District of Columbia),
its territories and possessions and all areas subject to its jurisdiction
("United States"), including any corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof and any estate or trust which is subject to United States
federal income taxation regardless of the source of its income.

                                               [Name of person entitled to
                                                    receive interest]


                                        By:
                                            ------------------------------------

Dated: ___________, 20__
[To be dated on or after the
15th day before the relevant
Interest Payment Date]


                                       A-4

EX-4.5

                                                                     EXHIBIT 4.5

                            CNA FINANCIAL CORPORATION

                                       TO

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

                                     TRUSTEE

                          JUNIOR SUBORDINATED INDENTURE

                          DATED AS OF ___________, ____

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......     1
   SECTION 1.1.  DEFINITIONS.............................................     1
   SECTION 1.2.  COMPLIANCE CERTIFICATE AND OPINIONS.....................     9
   SECTION 1.3.  FORMS OF DOCUMENTS DELIVERED TO TRUSTEE.................    10
   SECTION 1.4.  ACTS OF HOLDERS.........................................    10
   SECTION 1.5.  NOTICES, ETC. TO TRUSTEE AND CNAF.......................    13
   SECTION 1.6.  NOTICE TO HOLDERS; WAIVER...............................    13
   SECTION 1.7.  CONFLICT WITH TRUST INDENTURE ACT.......................    13
   SECTION 1.8.  EFFECT OF HEADINGS AND TABLE OF CONTENTS................    13
   SECTION 1.9.  SUCCESSORS AND ASSIGNS..................................    14
   SECTION 1.10. SEPARABILITY CLAUSE.....................................    14
   SECTION 1.11. BENEFITS OF JUNIOR INDENTURE............................    14
   SECTION 1.12. GOVERNING LAW...........................................    14
   SECTION 1.13. NON-BUSINESS DAYS.......................................    14

ARTICLE II. SECURITY FORMS...............................................    15
   SECTION 2.1.  FORMS GENERALLY.........................................    15
   SECTION 2.2.  FORM OF FACE OF SECURITY................................    15
   SECTION 2.3.  FORM OF REVERSE OF SECURITY.............................    19
   SECTION 2.4.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.........    22

ARTICLE III. THE SECURITIES..............................................    22
   SECTION 3.1.  TITLE AND TERMS.........................................    22
   SECTION 3.2.  DENOMINATIONS...........................................    24
   SECTION 3.3.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING..........    25
   SECTION 3.4.  TEMPORARY SECURITIES....................................    26
   SECTION 3.5.  REGISTRATION, TRANSFER AND EXCHANGE.....................    27
   SECTION 3.6.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES........    29
   SECTION 3.7.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED..........    29
   SECTION 3.8.  PERSONS DEEMED OWNERS...................................    31
   SECTION 3.9.  CANCELLATION............................................    31
   SECTION 3.10. COMPUTATION OF INTEREST.................................    31
   SECTION 3.11. DEFERRALS OF INTEREST PAYMENT DATES.....................    31
   SECTION 3.12. RIGHT OF SET-OFF........................................    32
   SECTION 3.13. AGREED TAX TREATMENT....................................    32
   SECTION 3.14. EXTENSION OF STATED MATURITY; ADJUSTMENT OF STATED
                 MATURITY UPON AN EXCHANGE...............................    33
   SECTION 3.15. CUSIP NUMBERS...........................................    33



                                       -i-

                                TABLE OF CONTENTS
                                   (continued)



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE IV. SATISFACTION AND DISCHARGE...................................    33
   SECTION 4.1.  SATISFACTION AND DISCHARGE OF JUNIOR INDENTURE..........    33
   SECTION 4.2.  APPLICATION OF TRUST FUNDS..............................    35
   SECTION 4.3.  SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES
                 OF ANY SERIES...........................................    35

ARTICLE V. REMEDIES......................................................    36
   SECTION 5.1.  EVENTS OF DEFAULT.......................................    36
   SECTION 5.2.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT......    37
   SECTION 5.3.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
                 BY TRUSTEE..............................................    38
   SECTION 5.4.  TRUSTEE MAY FILE PROOFS OF CLAIM........................    39
   SECTION 5.5.  TRUSTEE MAY ENFORCE CLAIM WITHOUT POSSESSION OF
                 SECURITIES..............................................    40
   SECTION 5.6.  APPLICATION OF MONEY COLLECTED..........................    40
   SECTION 5.7.  LIMITATION ON SUITS.....................................    40
   SECTION 5.8.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                 INTEREST AND OTHER AMOUNTS..............................    41
   SECTION 5.9.  RESTORATION OF RIGHTS AND REMEDIES......................    41
   SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE..........................    42
   SECTION 5.11. DELAY OR OMISSION NOT WAIVER............................    42
   SECTION 5.12. CONTROL BY HOLDERS OF SECURITIES........................    42
   SECTION 5.13. WAIVER OF PAST DEFAULTS.................................    42
   SECTION 5.14. UNDERTAKING FOR COSTS...................................    43

ARTICLE VI. THE TRUSTEE..................................................    43
   SECTION 6.1.  CERTAIN DUTIES AND RESPONSIBILITIES.....................    43
   SECTION 6.2.  NOTICE OF DEFAULTS......................................    44
   SECTION 6.3.  CERTAIN RIGHTS OF TRUSTEE...............................    45
   SECTION 6.4.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                 SECURITIES..............................................    46
   SECTION 6.5.  MAY HOLD SECURITIES.....................................    46
   SECTION 6.6.  MONEY HELD IN TRUST.....................................    46
   SECTION 6.7.  COMPENSATION AND REIMBURSEMENT..........................    46
   SECTION 6.8.  DISQUALIFICATION; CONFLICTING INTERESTS.................    47
   SECTION 6.9.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.................    47
   SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.......    48
   SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..................    49
   SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                 BUSINESS................................................    50
   SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST CNAF..........    50
   SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT.....................    50



                                      -ii-

                                TABLE OF CONTENTS
                                   (continued)



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE VII. HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CNAF..............    52
   SECTION 7.1.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS............    52
   SECTION 7.2.  PRESERVATION OF INFORMATION, COMMUNICATIONS TO
                 HOLDERS.................................................    52
   SECTION 7.3.  REPORTS BY TRUSTEE......................................    53
   SECTION 7.4.  REPORTS BY CNAF.........................................    53

ARTICLE VIII. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.......    53
   SECTION 8.1.  CNAF MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.......    53
   SECTION 8.2.  SUCCESSOR PERSON SUBSTITUTED............................    54

ARTICLE IX. SUPPLEMENTAL INDENTURES......................................    55
   SECTION 9.1.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS......    55
   SECTION 9.2.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.........    56
   SECTION 9.3.  EXECUTION OF SUPPLEMENTAL INDENTURES....................    57
   SECTION 9.4.  EFFECT OF SUPPLEMENTAL INDENTURES.......................    57
   SECTION 9.5.  CONFORMITY WITH TRUST INDENTURE ACT.....................    57
   SECTION 9.6.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES......    58

ARTICLE X. COVENANTS.....................................................    58
   SECTION 10.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST..............    58
   SECTION 10.2. MAINTENANCE OF OFFICE OR AGENCY.........................    58
   SECTION 10.3. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.........    59
   SECTION 10.4. STATEMENT AS TO COMPLIANCE..............................    60
   SECTION 10.5. WAIVER OF CERTAIN COVENANTS.............................    60
   SECTION 10.6. ADDITIONAL SUMS.........................................    60
   SECTION 10.7. ADDITIONAL COVENANTS....................................    61

ARTICLE XI. REDEMPTION OF SECURITIES.....................................    62
   SECTION 11.1. APPLICABILITY OF THIS ARTICLE...........................    62
   SECTION 11.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE...................    62
   SECTION 11.3. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.......    62
   SECTION 11.4. NOTICE OF REDEMPTION....................................    63
   SECTION 11.5. DEPOSIT OF REDEMPTION PRICE.............................    63
   SECTION 11.6. PAYMENT OF SECURITIES CALLED FOR REDEMPTION.............    64
   SECTION 11.7. CNAF'S RIGHT OF REDEMPTION..............................    64

ARTICLE XII. SINKING FUNDS...............................................    65
   SECTION 12.1. APPLICABILITY OF ARTICLE................................    65



                                      -iii-

                                TABLE OF CONTENTS
                                   (continued)



                                                                            PAGE
                                                                            ----
                                                                         
   SECTION 12.2.  SATISFACTION OF SINKING FUND PAYMENTS WITH
                  SECURITIES.............................................    65
   SECTION 12.3.  REDEMPTION OF SECURITIES FOR SINKING FUND..............    65

ARTICLE XIII. SUBORDINATION OF SECURITIES................................    67
   SECTION 13.1.  SECURITIES SUBORDINATE TO SENIOR DEBT..................    67
   SECTION 13.2.  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.........    67
   SECTION 13.3.  PRIOR PAYMENT TO SENIOR DEBT UPON ACCELERATION OF
                  SECURITIES.............................................    68
   SECTION 13.4.  NO PAYMENT WHEN SENIOR DEBT IN DEFAULT.................    69
   SECTION 13.5.  PAYMENT PERMITTED IF NO DEFAULT........................    69
   SECTION 13.6.  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT........    70
   SECTION 13.7.  PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS............    70
   SECTION 13.8.  TRUSTEE TO EFFECTUATE SUBORDINATION....................    70
   SECTION 13.9.  NO WAIVER OF SUBORDINATION PROVISIONS..................    71
   SECTION 13.10. NOTICE TO TRUSTEE......................................    71
   SECTION 13.11. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
                  LIQUIDATING AGENT......................................    71
   SECTION 13.12. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.......    72
   SECTION 13.13. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT;
                  PRESERVATION OF TRUSTEE'S RIGHTS.......................    72
   SECTION 13.14. ARTICLE APPLICABLE TO PAYING AGENTS....................    72
   SECTION 13.15. CERTAIN CONVERSIONS OR EXCHANGES.......................    72



                                      -iv-

                            CNA FINANCIAL CORPORATION

     Reconciliation and tie between the Trust Indenture Act of 1939 (including
cross-references to provisions of Sections 310 to and including 318 which,
pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the
Trust Reform Act of 1990, are a part of and govern the Junior Indenture whether
or not physically contained therein) and the Junior Subordinated Indenture,
dated as of _______, ____.



Trust Indenture                                                      Junior
  Act Section                                                  Indenture Section
- ---------------                                                -----------------
                                                            
310 (a) (1), (2) and (5)....................................                6.9
    (a) (3).................................................     Not Applicable
    (a) (4).................................................     Not Applicable
    (b).....................................................          6.8, 6.10
    (c).....................................................     Not Applicable
311 (a).....................................................            6.13(a)
    (b).....................................................            6.13(b)
    (b) (2).................................................         7.3(a) (2)
312 (a).....................................................        7.1, 7.2(a)
    (b).....................................................             7.2(b)
    (c).....................................................             7.2(c)
313 (a).....................................................             7.3(a)
    (b).....................................................             7.3(b)
    (c).....................................................     7.3(a), 7.3(b)
    (d).....................................................             7.3(c)
314 (a) (1), (2) and (3)....................................                7.4
    (a) (4).................................................               10.5
    (b).....................................................     Not Applicable
    (c) (1).................................................                1.2
    (c) (2).................................................                1.2
    (c) (3).................................................     Not Applicable
    (d).....................................................     Not Applicable
    (e).....................................................                1.2
    (f).....................................................     Not Applicable
315 (a).....................................................             6.1(a)
    (b).....................................................    6.2, 7.3(a) (6)
    (c).....................................................             6.1(b)
    (d).....................................................             6.1(c)
    (d) (1).................................................         6.1(a) (1)
    (d) (2).................................................         6.1(c) (2)
    (d) (3).................................................         6.1(c) (3)
    (e).....................................................               5.14
316 (a).....................................................                1.1
    (a) (1) (A).............................................               5.12
    (a) (1) (B).............................................               5.13
    (a) (2).................................................     Not Applicable



                                       -v-

                                                                      
    (b).....................................................                5.8
317 (c).....................................................             1.4(f)
    (a) (1).................................................                5.3
    (a) (2).................................................                5.4
    (b).....................................................               10.3
318 (a).....................................................                1.7



Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
     part of the Junior Subordinated Indenture.


                                      -vi-

     JUNIOR SUBORDINATED INDENTURE ("Junior Indenture"), dated as of _________,
____, between CNA FINANCIAL CORPORATION, a Delaware corporation (hereinafter
called "CNAF") having its principal office at CNA Center, Chicago, Illinois
60685, and J. P. Morgan Trust Company, National Association, a national banking
association, as Junior Indenture Trustee (hereinafter called the "Trustee")
having an office at 55 West Monroe Street, 15th Floor, Chicago, Illinois 60602.

                                RECITALS OF CNAF

     CNAF has duly authorized the execution and delivery of this Junior
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in series (hereinafter called the "Securities") of
substantially the tenor hereinafter provided, including, without limitation,
Securities issued to evidence loans made to CNAF of the proceeds from the
issuance from time to time by one or more business trusts (each a "CNA Capital
Trust," and, collectively, the "CNA Capital Trusts") of preferred trust
interests in such Trusts (the "Preferred Securities") and common interests in
such Trusts (the "Common Securities" and, collectively with the Preferred
Securities, the "Trust Securities"), and to provide the terms and conditions
upon which the Securities are to be authenticated, issued and delivered.

     All things necessary to make the Securities, when executed by CNAF and
authenticated and delivered hereunder and duly issued by CNAF, the valid
obligations of CNAF, and to make this Junior Indenture a valid agreement of
CNAF, in accordance with their and its terms, have been done.

     NOW THEREFORE, THIS JUNIOR INDENTURE WITNESSETH: For and in consideration
of the premises and the purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:

                                   ARTICLE I.
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.1. DEFINITIONS.

     For all purposes of this Junior Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

     (1) The terms defined in this Article have the meanings assigned to them in
this Article, and include the plural as well as the singular;

     (2) All other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

     (3) All accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and the term "generally accepted accounting principles" with respect to any
computation required or permitted hereunder shall mean such accounting
principles which are generally accepted at the date or time of such

computation; provided, that when two or more principles are so generally
accepted, it shall mean that set of principles consistent with those in use by
CNAF; and

     (4) The words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Junior Indenture as a whole and not to any particular
Article, Section or other subdivision.

     Certain terms, used principally in Article Six, are defined in that
Article.

     "Act" when used with respect to any Holder, has the meaning specified in
Section 1.4.

     "Additional Interest" means the interest, if any, that shall accrue on any
interest on the Securities of any series the payment of which has not been made
on the applicable Interest Payment Date and which shall accrue at the rate per
annum specified or determined as specified in such Security.

     "Additional Sums" has the meaning specified in Section 10.6.

     "Additional Taxes" means the sum of any additional taxes, duties and other
governmental charges to which a CNA Capital Trust has become subject from time
to time as a result of a Tax Event.

     "Administrative Trustee" means, in respect of any CNA Capital Trust, each
Person identified as an "Administrative Trustee" in the related Trust Agreement,
solely in such Person's capacity as Administrative Trustee of such CNA Capital
Trust under such Trust Agreement and not in such Person's individual capacity,
or any successor administrative trustee appointed as therein provided.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that an Affiliate of CNAF
shall not be deemed to include any CNA Capital Trust to which Securities have
been issued. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate Securities of
one or more series.

     "Board of Directors" means either the board of directors of CNAF or any
committee of that board duly authorized to act hereunder.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of CNAF to have been duly adopted by the Board of
Directors, or such committee of the Board of Directors or officers of CNAF to
which authority to act on behalf of the Board of Directors has been delegated,
and to be in full force and effect on the date of such certification, and
delivered to the Trustee.


                                       2

     "Business Day" means any day other than (i) a Saturday or Sunday or (ii) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed.

     "CNA Capital Trust" has the meaning specified in the first recital of this
Junior Indenture.

     "CNAF" means the Person named as "CNAF" in the first paragraph of this
Junior Indenture until a successor corporation shall have become such pursuant
to the applicable provisions of this Junior Indenture, and thereafter "CNAF"
shall mean such successor corporation.

     "CNAF Guarantee" means the guarantee by CNAF in respect of the Preferred
Securities of a CNA Capital Trust to the extent provided in the Guarantee
Agreement, substantially in the form attached hereto as Annex C, or
substantially in such form as may be specified as contemplated by Section 3.1
with respect to the Securities of any series, in each case as amended from time
to time.

     "CNAF Request" and "CNAF Order" mean, respectively, the written request or
order signed in the name of CNAF by the Chairman, Chief Executive Officer,
President or a Vice President, and by the Treasurer, the Assistant Treasurer,
the Controller, the Secretary or an Assistant Secretary of CNAF, and delivered
to the Trustee.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties on such date.

     "Common Securities" has the meaning specified in the first recital of this
Junior Indenture.

     "Common Stock" means the common stock, without par value, of CNAF.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered.

     "Corporation" includes a corporation, association, joint stock, limited
liability or other company or business trust.

     "Debt" means, with respect to any Person, whether recourse as to all or a
portion of the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; (vi) all


                                       3

indebtedness of CNAF whether incurred on or prior to the date of this Junior
Indenture or thereafter incurred, for claims in respect of derivative products,
futures contracts including interest rate, foreign exchange rate and commodity
forward contracts, options and swaps and similar arrangements; and (vii) every
obligation of the type referred to in clauses (i) through (vi) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable for, directly or indirectly,
as obligor or otherwise.

     "Defaulted Interest" has the meaning specified in Section 3.7.

     "Depository" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person designated as Depository by CNAF pursuant to Section 3.1 with respect to
such series (or any successor thereto).

     "Discount Security" means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.

     "Distributions," with respect to the Trust Securities issued by a CNA
Capital Trust, means amounts payable in respect of such Trust Securities as
provided in the related Trust Agreement and referred to therein as
"Distributions."

     "Dollar" means the currency of the United States of America that, as at the
time of payment, is legal tender for the payment of public and private debts.

     "Event of Default," unless otherwise specified in the supplemental
indenture, Board Resolution, or the Officers' Certificate delivered pursuant to
Section 3.1 creating a series of Securities, has the meaning specified in
Section 5.1.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Extension Period" has the meaning specified in Section 3.11.

     "Foreign Currency" means (i) any currency, including, without limitation,
the Euro, issued by the government of one or more countries other than the
United States of America or by any recognized confederation or association of
such governments and (ii) any currency unit.

     "Global Security" means a Security in the form prescribed in Section 2.4
evidencing all or part of a series of Securities, issued to the Depository or
its nominee for such series, and registered in the name of such Depository or
its nominee.

     "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the government which issued the Foreign
Currency in which the Securities of a particular series are payable, for the
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the timely payment
of which is unconditionally


                                       4

guaranteed by the United States of America or such government which issued the
Foreign Currency in which the Securities of such series are payable, and which,
in either case, are full faith and credit obligations of the United States of
America or such government which issued the Foreign Currency in which the
Securities of such series are payable, and are not callable or redeemable at the
option of the issuer thereof and shall also include a depository receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as
amended) as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the holder of such depository receipt;
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the Government
Obligation evidenced by such depository receipt.

     "Guarantee Agreement" means the Guarantee Agreement substantially in the
form attached hereto as Annex C, or substantially in such form as may be
specified as contemplated by Section 3.1 with respect to the Securities of any
series, in each case as amended from time to time.

     "Holder" means a Person in whose name a Security is registered in the
Securities Register.

     "Interest Payment Date" means as to each series of Securities the Stated
Maturity of an installment of interest on such Securities.

     "Interest Rate" means the rate of interest specified or determined as
specified in each Security as being payable on such Security.

     "Investment Company Event" means, in respect of a CNA Capital Trust, the
receipt by CNAF and such CNA Capital Trust of an Opinion of Counsel, rendered by
a law firm experienced in such matters, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), such CNA Capital
Trust is or will be considered an "investment company" that is required to be
registered under the 1940 Act, which Change in 1940 Act Law becomes effective on
or after the date of original issuance of the Preferred Securities of such CNA
Capital Trust.

     "Junior Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of each particular series of Securities established
as contemplated by Section 3.1.

     "Junior Subordinated Payment" has the meaning specified in Section 13.2.

     "Lien" means any mortgage, pledge, lien, security interest or other
encumbrance.

     "Maturity," when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or


                                       5

herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

     "1940 Act" means the Investment Company Act of 1940, as amended.

     "Notice of Default" has the meaning specified in Section 5.1(3).

     "Officers' Certificate" means a certificate signed by the Chairman and
Chief Executive Officer, President or any Senior Vice President or Group Vice
President, and by the Treasurer, an Assistant Treasurer, the Controller, the
Secretary or an Assistant Secretary of CNAF, and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for CNAF, including an employee of CNAF.

     "Original Issue Date" means the date of issuance specified as such in each
Security.

     "Outstanding" means, when used in reference to any Securities, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Junior Indenture, except:

     (i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

     (ii) Securities or portions thereof for whose payment or redemption money
in the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent in trust for the Holders of such Securities; and

     (iii) Securities in substitution for or in lieu of which other Securities
have been authenticated and delivered or which have been paid pursuant to
Section 3.6, unless proof satisfactory to the Trustee is presented that any such
Securities are held by Holders in whose hands such Securities are valid, binding
and legal obligations of CNAF;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by CNAF or any other obligor upon the Securities or any Affiliate of CNAF or
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not CNAF or any other obligor upon the Securities or any Affiliate of CNAF or
such other obligor. Upon the written request of the Trustee, CNAF shall furnish
to the Trustee promptly an Officers' Certificate listing and identifying all
Securities, if any, known by CNAF to be owned or held by or for the account of
CNAF, or any other obligor on the Securities or any Affiliate of CNAF or such
obligor, and, subject to the provisions of Section 6.1, the Trustee shall be
entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set


                                       6

forth and of the fact that all Securities not listed therein are Outstanding for
the purpose of any such determination.

     "Paying Agent" means the Trustee or any Person authorized by CNAF to pay
the principal of (and premium, if any) or interest on any Securities on behalf
of CNAF.

     "Person" means any individual, corporation, partnership, trust, joint
venture, unincorporated organization or government or any agency or political
subdivision thereof.

     "Place of Payment" means, with respect to the Securities of any series, the
place or places where the principal of (and premium, if any) and interest or
other amounts on the Securities of such series are payable pursuant to Sections
3.1 and 3.11.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
lost, destroyed or stolen Security shall be deemed to evidence the same debt as
the lost, destroyed or stolen Security.

     "Preferred Securities" has the meaning specified in the first recital of
this Junior Indenture.

     "Proceeding" has the meaning specified in Section 13.2.

     "Property Trustee" means, in respect of any CNA Capital Trust, the
commercial bank or trust company identified as the "Property Trustee" in the
related Trust Agreement, solely in its capacity as Property Trustee of such CNA
Capital Trust under such Trust Agreement and not in its individual capacity, or
its successor in interest in such capacity, or any successor property trustee
appointed as therein provided.

     "Redemption Date," when used with respect to any Security to be redeemed,
in whole or in part, means the date fixed for such redemption by or pursuant to
this Junior Indenture.

     "Redemption Price," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Junior Indenture.

     "Regular Record Date" for the interest payable on any Interest Payment Date
with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 3.1 with respect to Securities of a series, (i) in the case
of Securities of a series represented by one or more Global Securities, the
Business Day next preceding such Interest Payment Date and (ii) in the case of
Securities of a series not represented by one or more Global Securities, the
date which is fifteen days next preceding such Interest Payment Date (whether or
not a Business Day).

     "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee assigned by the Trustee from time to time to administer
its corporate trust matters.

     "Securities" or "Security" means any debt securities or debt security, as
the case may be, authenticated and delivered under this Junior Indenture.


                                       7

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.5.

     "Senior Debt" means the principal of (and premium, if any) and interest, if
any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to CNAF, whether or not such claim for
post-petition interest is allowed in such proceeding), on Debt, whether incurred
on or prior to the date of this Junior Indenture or thereafter incurred,
including, without limitation, Debt issued pursuant to the Senior Debt Indenture
between CNA Financial Corporation and The First National Bank of Chicago, the
First Supplemental Indenture of the Senior Debt Indenture between CNA Financial
Corporation and The First National Bank of Chicago, the Second Supplemental
Indenture of the Senior Debt Indenture between CNA Financial Corporation and J.
P. Morgan Trust Company, National Association (formerly known as The First
National Bank of Chicago), and the Subordinated Indenture between CNA Financial
Corporation and J. P. Morgan Trust Company, National Association, unless, in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are pari passu or are not
superior in right of payment to the Securities or to other Debt which is pari
passu with, or subordinated to, the Securities; provided, however, that Senior
Debt shall not be deemed to include (a) any Debt of CNAF which, when incurred
and without respect to any election under Section 1111(b) of the Bankruptcy
Reform Act of 1978, was without recourse to CNAF, (b) any Debt of CNAF to any of
its Subsidiaries, (c) Debt to any employee of CNAF, (d) any liability for taxes,
(e) Debt or other monetary obligations to trade creditors created or assumed by
CNAF or any of its Subsidiaries in the ordinary course of business in connection
with the obtaining of goods, materials or services and (f) the Securities.

     "Special Event" means a Tax Event or an Investment Company Event.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

     "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
pursuant to the terms of such Security as the date on which the principal of
such Security or such installment of interest is due and payable, in the case of
such principal, as such date may be changed or extended as provided pursuant to
the terms of such Security and this Junior Indenture.

     "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by CNAF or by one or more other
Subsidiaries, or by CNAF and one or more other Subsidiaries. For purposes of
this definition, "voting stock" means stock or other equity interests which
ordinarily has voting power for the election of directors, trustees or managers,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

     "Tax Event" means, with respect to a CNA Capital Trust, the receipt by CNAF
and such CNA Capital Trust of an Opinion of Counsel experienced in such matters
to the effect that, as a result of any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein or as a result of any administrative pronouncement or determination


                                       8

or judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement, determination or
decision is announced on or after the date of original issuance of the Preferred
Securities of such CNA Capital Trust, there is more than an insubstantial risk
that (i) such CNA Capital Trust is, or will be within 90 days of the date of
such Opinion of Counsel, subject to United States Federal income tax with
respect to income received or accrued on the corresponding series of Securities,
(ii) interest payable by CNAF on the corresponding series of Securities is not,
or within 90 days of the date of such Opinion of Counsel will not be, deductible
by CNAF, in whole or in part, for United States Federal income tax purposes or
(iii) such CNA Capital Trust is, or will be within 90 days of the date of such
Opinion of Counsel, subject to more than a de minimis amount of other taxes,
duties or other governmental charges.

     "Trust Agreement" means the Amended and Restated Trust Agreement of the
applicable CNA Capital Trust substantially in the form attached hereto as Annex
A, as amended by the form of Second Amended and Restated Trust Agreement
substantially in the form attached hereto as Annex B, or substantially in such
form as may be specified as contemplated by Section 3.1 with respect to the
Securities of any series, in each case as amended from time to time.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this Junior Indenture until a successor Trustee shall have become such pursuant
to the applicable provisions of this Junior Indenture, and thereafter "Trustee"
shall mean or include each Person who is then a Trustee hereunder; provided,
however, that if at any time there is more than one such Person, "Trustee" as
used with respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbb), as amended and as in effect on the date as of this Junior
Indenture, except as provided in Section 9.5.

     "Trust Securities" has the meaning specified in the first recital of this
Junior Indenture.

     SECTION 1.2. COMPLIANCE CERTIFICATE AND OPINIONS.

     Upon any application or request by CNAF to the Trustee to take any action
under any provision of this Junior Indenture, CNAF shall furnish to the Trustee
an Officers' Certificate stating that all conditions precedent (including
covenants, compliance with which constitutes a condition precedent), if any,
provided for in this Junior Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent (including covenants compliance with which
constitute a condition precedent), if any, have been complied with, except that
in the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Junior
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Junior Indenture (other than the certificates
provided pursuant to Section 10.4) shall include:


                                       9

     (a) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto;

     (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

     (c) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

     (d) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.

     SECTION 1.3. FORMS OF DOCUMENTS DELIVERED TO TRUSTEE.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of CNAF may be based, insofar as
it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of CNAF stating that the information
with respect to such factual matters is in the possession of CNAF, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions, or other
instruments under this Junior Indenture, they may, but need not, be consolidated
and form one instrument.

     SECTION 1.4. ACTS OF HOLDERS.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Junior Indenture to be given to or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments is or are
delivered to the Trustee, and, where it is hereby expressly required, to CNAF.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for


                                       10

any purpose of this Junior Indenture and (subject to Section 6.1) conclusive in
favor of the Trustee and CNAF, if made in the manner provided in this Section.

     Without limiting the generality of this Section 1.4, unless otherwise
provided in or pursuant to this Junior Indenture, a Holder, including a
Depository that is a Holder of a Global Security, may make, give or take, by a
proxy, or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Junior Indenture to be made, given or taken by Holders, and a
Depository that is a Holder of a Global Security may provide its proxy or
proxies to the beneficial owners of interests in any such Global Security
through such Depository's standing instructions and customary practices.

     The Trustee shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interest in any permanent Global Security
held by a Depository entitled under the procedures of such Depository to make,
give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other Act provided
in or pursuant to this Junior Indenture to be made, given or taken by Holders.
If such a record date is fixed, the Holders on such record date or their duly
appointed proxy or proxies, and only such Persons, shall be entitled to make,
give or take such request, demand, authorization, direction, notice, consent,
waiver or other Act, whether or not such Holders remain Holders after such
record date. No such request, demand, authorization, direction, notice, consent,
waiver or other Act shall be valid or effective if made, given or taken more
than 90 days after such record date.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a Person acting in other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority.

     (c) The fact and date of the execution by any Person of any such instrument
or writing, or the authority of the Person executing the same, may also be
proved in any other manner which the Trustee deems sufficient and in accordance
with such reasonable rules as the Trustee may determine.

     (d) The ownership of Securities shall be proved by the Securities Register.

     (e) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done
or suffered to be done by the Trustee or CNAF in reliance thereon, whether or
not notation of such action is made upon such Security.

     (f) CNAF may, but shall not be obligated to, set any day as a record date
for the purpose of determining the Holders of Outstanding Securities of any
series entitled to give, make or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Junior Indenture to be given, made or taken by Holders of


                                       11

Securities of such series, provided that CNAF may not set a record date for, and
the provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such
Holders remain Holders after such record date, provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent CNAF from setting a new record date for any action for
which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be cancelled and of no effect), and nothing in this paragraph
shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the relevant series on
the date such action is taken. Promptly after any record date is set pursuant to
this paragraph, CNAF, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the relevant
series in the manner set forth in Section 1.6.

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(b) or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date, provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record is set
pursuant to this paragraph, the Trustee, at CNAF's expense, shall cause notice
of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to CNAF in writing and to each Holder of Securities
of the relevant series in the manner set forth in Section 1.6.

     With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day, provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 10.6, on or prior to the existing Expiration Date. If any Expiration
Date is not designated with respect to any record date set pursuant to this
Section, the party hereto which set such record date shall be deemed to have
initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as


                                       12

provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

     (g) Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

     SECTION 1.5. NOTICES, ETC. TO TRUSTEE AND CNAF.

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Junior Indenture
to be made upon, given or furnished to, or filed with,

     (a) the Trustee by any Holder or by CNAF shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the
Trustee at its Corporate Trust office, or

     (b) CNAF by the Trustee or by any Holder shall be sufficient for every
purpose (except as otherwise provided in Section 5.1 hereof) hereunder if in
writing and mailed, first class, postage prepaid, to CNAF addressed to it at the
address of its principal office specified in the first paragraph of this Junior
Indenture or at any other address previously furnished in writing to the Trustee
by CNAF.

     SECTION 1.6. NOTICE TO HOLDERS; WAIVER.

     Where this Junior Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first class postage prepaid, to each Holder
affected by such event, at the address of such Holder as it appears in the
Securities Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.

     Where this Junior Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     SECTION 1.7. CONFLICT WITH TRUST INDENTURE ACT.

     If any provision of this Junior Indenture limits, qualifies or conflicts
with the duties imposed by any of Sections 310 to 318, inclusive, of the Trust
Indenture Act through operation of Section 318(c) thereof, such imposed duties
shall control.


                                       13

     SECTION 1.8. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     SECTION 1.9. SUCCESSORS AND ASSIGNS.

     All covenants and agreements in this Junior Indenture by CNAF shall bind
its successors and assigns, whether so expressed or not.

     SECTION 1.10. SEPARABILITY CLAUSE.

     In case any provision in this Junior Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

     SECTION 1.11. BENEFITS OF JUNIOR INDENTURE.

     Nothing in this Junior Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto, any Security Registrar,
any Paying Agent, any Authenticating Agent and their successors hereunder and
the Holders of Senior Debt, the holders of Preferred Securities of the
applicable CNA Capital Trust and the Holders of the Securities and, to the
extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and 9.2,
the Holders of Preferred Stock, any benefit or any legal or equitable right,
remedy or claim under this Junior Indenture. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, in any Security,
or because of any indebtedness evidenced thereby, shall be had against any
incorporator, as such or against any past, present or future stockholder,
officer of director, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders thereof
and as part of the consideration for the issue of the Securities.

     SECTION 1.12. GOVERNING LAW.

     This Junior Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York without regard to
principles of conflicts of laws.

     SECTION 1.13. NON-BUSINESS DAYS.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then (unless otherwise
specifically specified to the contrary in this Junior Indenture or the
Securities) payment of interest (or premium, if any) or principal need not be
made on such date, but may be made on the next succeeding Business Day (and no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, until such next
succeeding Business Day except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the


                                       14

immediately preceding Business Day (in each case with the same force and effect
as if made on the Interest Payment Date or Redemption Date or at the Stated
Maturity).

                                   ARTICLE II.
                                 SECURITY FORMS

     SECTION 2.1. FORMS GENERALLY.

     The Securities of each series and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Junior Indenture and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with applicable tax laws or the rules of
any securities exchange or as may, consistently herewith, be determined by the
officers executing such securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of CNAF and
delivered to the Trustee at or prior to the delivery of CNAF Order contemplated
by Section 3.3 with respect to the authentication and delivery of such
Securities.

     The Trustee's certificate of authentication shall be substantially in the
form set forth in this Section 2.5.

     The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such securities.

     SECTION 2.2. FORM OF FACE OF SECURITY.

     [IF THE SECURITY IS A GLOBAL SECURITY, INSERT "THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE JUNIOR INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") OR
A NOMINEE OF THE DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE JUNIOR INDENTURE AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

     UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY (55 WATER STREET, NEW YORK) TO CNA FINANCIAL CORPORATION OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE &


                                       15

CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."] [SUCH OTHER
LEGEND AS MAY BE APPLICABLE FOR A DEPOSITORY OTHER THAN DTC.]

                            CNA FINANCIAL CORPORATION
                               (TITLE OF SECURITY)

No.__________                                                        $__________

     CNA FINANCIAL CORPORATION, a corporation organized and existing under the
laws of Delaware (hereinafter called "CNAF", which term includes any successor
corporation under the Junior Indenture hereinafter referred to), for value
received, hereby promises to pay to, or registered assigns, the principal sum of
____________ Dollars on _________; [PROVIDED THAT CNAF MAY (I) CHANGE THE
MATURITY DATE UPON THE OCCURRENCE OF AN EXCHANGE OF THE SECURITIES FOR THE TRUST
SECURITIES SUBJECT TO CERTAIN CONDITIONS SET FORTH IN SECTION 3.14 OF THE JUNIOR
INDENTURE, WHICH CHANGED MATURITY DATE SHALL IN NO CASE BE EARLIER THAN ______,
________ OR LATER THAN ________, AND (II) EXTEND THE MATURITY DATE SUBJECT TO
CERTAIN CONDITIONS SPECIFIED IN SECTION 3.14 OF THE JUNIOR INDENTURE, WHICH
EXTENDED MATURITY DATE SHALL IN NO CASE BE LATER THAN ______, ________]. CNAF
further promises to pay interest on said principal sum from _______________, or
from the most recent Interest Payment Date (as defined below) on which interest
has been paid or duly provided for, [MONTHLY] [QUARTERLY] [SEMI-ANNUALLY]
[ANNUALLY] [IF APPLICABLE, INSERT "(SUBJECT TO DEFERRAL AS SET FORTH HEREIN)"]
in arrears on [INSERT APPLICABLE INTEREST PAYMENT DATES] of each year,
commencing _________, _________ (each such date, an "Interest Payment Date"), at
the rate of ____% per annum, until the principal hereof shall have become due
and payable, if applicable, plus Additional Interest, if any, until the
principal hereof is paid or duly provided for or made available for payment, and
on any overdue principal and (without duplication and to the extent that payment
of such interest is enforceable under applicable law) on any overdue installment
of interest at the rate of ____% per annum, compounded [MONTHLY] [QUARTERLY]
[SEMI-ANNUALLY] [ANNUALLY]. The amount of interest payable for any period shall
be computed on the basis of twelve 30-day months and a 360-day year. In the
event that any date on which interest is payable on this Security is not a
Business Day (as defined below), then a payment of the interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date the payment was originally payable.
[INSERT ALTERNATIVE FLOATING PROVISIONS, IF APPLICABLE] A "Business Day" shall
mean any day other than (i) a Saturday or Sunday, or (ii) a day on which banking
institutions in The City of New York are authorized or required by law or
executive order to remain closed. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Junior Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities, as defined in the Junior
Indenture) is registered at the close of business on the Regular Record Date for
such interest installment, which shall be the [INSERT DEFINITION OF REGULAR
RECORD DATES].


                                       16

Any such interest installment not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Junior Indenture.

     [If applicable, insert "so long as no Event of Default (as defined in the
Junior Indenture) shall have occurred and be continuing, CNAF shall have the
right at any time during the term of this Security, from time to time, to defer
payment of interest on such Security for up to consecutive [MONTHLY] [QUARTERLY]
[SEMI-ANNUAL [ANNUAL] interest payment periods with respect to each deferral
period (each an "Extension Period"), during which Extension Periods CNAF shall
have the right to make partial or no payments of interest on any Interest
Payment Date, and at the end of which CNAF shall pay all interest then accrued
and unpaid (together with Additional Interest thereon to the extent permitted by
applicable law) and any Additional Sums then due; provided that during any such
Extension Period, CNAF shall not, and shall not permit or cause any Subsidiary
of CNAF to, (i) declare or pay any dividends or distributions or redeem,
purchase, acquire or make a liquidation payment with respect to, any of CNAF's
outstanding capital stock (which includes common and preferred stock) or (ii)
make any payment of principal of, or interest or premium, if any, on, or repay,
repurchase or redeem, any debt security of CNAF (including Securities issued by
CNAF pursuant to the Junior Indenture and not represented by this certificate)
that ranks pari passu in all respects with or junior in interest to this
Security or make any guarantee payments with respect to any guarantee by CNAF of
the debt securities of any Subsidiary of CNAF if such guarantee ranks pari passu
in all respects with or junior in interest to this Security (other than
dividends or distributions in Common Stock of CNAF, (b) payments under any CNAF
Guarantee (as defined in the Junior Indenture) and (c) purchases of Common Stock
related to the issuance of Common Stock under any of CNAF's benefit plans for
its directors, officers or employees), and (d) any declaration of a dividend in
connection with the implementation of a stockholders rights plan, or the
issuance of stock under any such plan in the future or the redemption or
repurchase of any such rights pursuant thereto. Prior to the termination of any
Extension Period, CNAF may further extend such Extension Period, provided that
no Extension Period (taking into account all previous and subsequent extensions
within such Extension Period) shall exceed consecutive [MONTHS] [QUARTERS]
[SEMI-ANNUAL] [ANNUAL] periods, end on a date other than an Interest Payment
Date or extend beyond the Maturity of this Security. Upon the termination of any
such Extension Period and upon the payment of all accrued and unpaid interest
and any Additional Interest and Additional Sums then due, CNAF may elect to
begin a new Extension Period, subject to the above requirements. No interest
shall be due and payable during an Extension Period except at the end thereof.
CNAF shall give the Holder of this Security, the Trustee and the Property
Trustee under the relevant Trust Agreement (as defined in the Junior Indenture)
notice of its election to begin any Extension Period at least five Business Days
prior to the earlier of (i) the date Distributions on the Preferred Securities
(as defined in the Junior Indenture) are payable or (ii) the date the
Administrative Trustees are required to give notice to any securities exchange
or other applicable self-regulatory organization or to holders of such Preferred
Securities of the record date or the date such distributions are


                                       17

payable, but in any event not less than five Business Days (as defined in the
Junior Indenture) prior to such record date.

     Payment of the principal of and interest including Additional Interest on
this Security will be made at the office or agency of CNAF maintained for that
purpose in the United States, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts [IF APPLICABLE, INSERT "; PROVIDED, HOWEVER, THAT AT THE OPTION OF
CNAF PAYMENT OF INTEREST MAY BE MADE (I) BY CHECK MAILED TO THE ADDRESS OF THE
PERSON ENTITLED THERETO AS SUCH ADDRESS SHALL APPEAR IN THE SECURITIES REGISTER
OR (II) BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS AT SUCH PLACE AND TO
SUCH ACCOUNT AS MAY BE DESIGNATED BY THE PERSON ENTITLED THERETO AS SPECIFIED IN
THE SECURITIES REGISTER"].

     The indebtedness evidenced by this Security is, to the extent provided in
the Junior Indenture, subordinate and subject in right of payments to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Junior Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
actions as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the
acceptance of the subordination provisions contained herein and in the Junior
Indenture by each holder of Senior Debt, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Junior Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, CNAF has caused this instrument to be duly executed
under its corporate seal.

Dated:                                  CNA Financial Corporation
       ------------------------------


                                        By:
                                            ------------------------------------
                                            [CHAIRMAN AND CHIEF EXECUTIVE
                                            OFFICER, PRESIDENT OR VICE
                                            PRESIDENT]

Attest:


- -------------------------------------
[SECRETARY OR ASSISTANT SECRETARY]


                                       18

     SECTION 2.3. FORM OF REVERSE OF SECURITY.

     This Security is one of a duly authorized issue of debt securities of CNAF
(herein called the "Securities"), issued and to be issued in one or more series
under a Junior Subordinated Indenture, dated as of __________, 20___ (herein
called the "Junior Indenture"), between CNAF and J. P. Morgan Trust Company,
National Association, as trustee (herein called the "Trustee", which term
includes any successor trustee under the Junior Indenture), to which Junior
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, CNAF and the Holders of the Securities, and of the
terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, limited in
aggregate principal amount, to the extent provided in the Junior Indenture, to
$__________.

     All terms used in this Security that are defined in the Junior Indenture
and in the Trust Agreement, dated as of ________ __, 20 ____, as amended (the
"Trust Agreement"), for CNA Financial Capital [I][II][III] ("CNA Capital
Trust"), among CNAF, as Depositor, and the Trustees named therein, shall have
the meanings assigned to them in the Junior Indenture or the Trust Agreement, as
the case may be.

     [IF APPLICABLE, INSERT "ON OR AFTER __________, __________, CNAF MAY AT ANY
TIME, AT ITS OPTION, SUBJECT TO THE TERMS AND CONDITIONS OF ARTICLE XI OF THE
JUNIOR INDENTURE, REDEEM THIS SECURITY IN WHOLE AT ANY TIME OR IN PART FROM TIME
TO TIME, AT A REDEMPTION PRICE EQUAL TO [INSERT REDEMPTION PRICE CALCULATION] OF
THE PRINCIPAL AMOUNT THEREOF PLUS THE ACCRUED AND UNPAID INTEREST, INCLUDING
ADDITIONAL INTEREST, IF ANY AND ADDITIONAL SUMS, IF ANY, TO THE DATE FIXED FOR
REDEMPTION."]

     [IF APPLICABLE, INSERT "IF A SPECIAL EVENT IN RESPECT OF CNA CAPITAL TRUST
SHALL OCCUR AND BE CONTINUING, CNAF MAY, AT ITS OPTION, REDEEM THIS SECURITY
WITHIN 90 DAYS OF THE OCCURRENCE OF SUCH SPECIAL EVENT, IN WHOLE BUT NOT IN
PART, SUBJECT TO THE PROVISIONS OF SECTION 11.7 AND THE OTHER PROVISIONS OF
ARTICLE XI OF THE JUNIOR INDENTURE, AT A REDEMPTION PRICE EQUAL TO 100% OF THE
PRINCIPAL AMOUNT THEREOF PLUS ACCRUED AND UNPAID INTEREST, INCLUDING ADDITIONAL
INTEREST, IF ANY, AND ADDITIONAL SUMS, IF ANY, TO THE DATE FIXED FOR
REDEMPTION."]

     [IF APPLICABLE, INSERT "IN THE EVENT OF REDEMPTION OF THIS SECURITY IN PART
ONLY, A NEW SECURITY OR SECURITIES OF THIS SERIES FOR THE UNREDEEMED PORTION
HEREOF WILL BE ISSUED IN THE NAME OF THE HOLDER HEREOF UPON THE CANCELLATION
HEREOF."]

     The Junior Indenture contains provisions for satisfaction, discharge and
defeasance at any time of the entire indebtedness of this Security upon
compliance by CNAF with certain conditions set forth in the Junior Indenture.

     The Junior Indenture permits, with certain exceptions as therein provided,
CNAF and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of CNAF and of the Holders of the Securities, with the consent of the Holders of
not less than a majority in principal amount of the


                                       19

Outstanding Securities of each series to be affected by such supplemental
indenture. The Junior Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by CNAF with certain provisions of the Junior Indenture and
certain past defaults under the Junior Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

     [IF THE SECURITY IS NOT A DISCOUNT SECURITY, INSERT "IF AN EVENT OF DEFAULT
WITH RESPECT TO SECURITIES OF THIS SERIES SHALL OCCUR AND BE CONTINUING, THE
PRINCIPAL OF THIS SECURITY MAY, AND, IN CERTAIN, CASES, SHALL, BE ACCELERATED TO
BE DUE AND PAYABLE IN THE MANNER, WITH THE EFFECT AND SUBJECT TO THE CONDITIONS
PROVIDED IN THE JUNIOR INDENTURE."]

     [IF THE SECURITY IS NOT A DISCOUNT SECURITY, INSERT "AS PROVIDED IN AND
SUBJECT TO THE PROVISIONS OF THE JUNIOR INDENTURE, IF AN EVENT OF DEFAULT WITH
RESPECT TO THE SECURITIES OF THIS SERIES AT THE TIME OUTSTANDING OCCURS AND IS
CONTINUING, THEN AND IN EVERY SUCH CASE THE TRUSTEE OR THE HOLDERS OF NOT LESS
THAN 25% IN PRINCIPAL AMOUNT OF THE OUTSTANDING SECURITIES OF THIS SERIES MAY
DECLARE THE PRINCIPAL AMOUNT OF ALL THE SECURITIES OF THIS SERIES TO BE DUE AND
PAYABLE IMMEDIATELY, BY A NOTICE IN WRITING TO CNAF (AND TO THE TRUSTEE IF GIVEN
BY HOLDERS); PROVIDED, HOWEVER, IN THE CASE OF THE SECURITIES OF THIS SERIES AS
TO WHICH A CNA CAPITAL TRUST IS THE REGISTERED HOLDER, THAT IF UPON AN EVENT OF
DEFAULT, THE TRUSTEE OR THE HOLDERS OF NOT LESS THAN 25% IN PRINCIPAL AMOUNT OF
THE OUTSTANDING SECURITIES OF THIS SERIES FAILS TO DECLARE THE PRINCIPAL OF ALL
THE SECURITIES OF THIS SERIES TO BE IMMEDIATELY DUE AND PAYABLE, THE HOLDERS OF
AT LEAST 25% IN AGGREGATE LIQUIDATION AMOUNT OF THE CORRESPONDING SERIES OF
PREFERRED SECURITIES THEN OUTSTANDING SHALL HAVE SUCH RIGHT BY A NOTICE IN
WRITING TO CNAF AND THE TRUSTEE; AND UPON ANY SUCH DECLARATION, THE PRINCIPAL
OF, AND INTEREST (INCLUDING ANY ADDITIONAL INTEREST) ON ALL THE SECURITIES OF
THIS SERIES SHALL BECOME IMMEDIATELY DUE AND PAYABLE, PROVIDED THAT THE PAYMENT
OF THE PRINCIPAL OR AND INTEREST (INCLUDING ANY ADDITIONAL INTEREST) ON SUCH
SECURITIES SHALL REMAIN SUBORDINATED TO THE EXTENT PROVIDED IN ARTICLE THIRTEEN
OF THE JUNIOR INDENTURE."]

     [IF THE SECURITY IS A DISCOUNT SECURITY, INSERT "IF AN EVENT OF DEFAULT
WITH RESPECT TO SECURITIES OF THIS SERIES SHALL OCCUR AND BE CONTINUING, AN
AMOUNT OF PRINCIPAL OF THIS SECURITY MAY BE DECLARED DUE AND PAYABLE IN THE
MANNER, WITH THE EFFECT AND SUBJECT TO THE CONDITIONS PROVIDED IN THE JUNIOR
INDENTURE. SUCH AMOUNT SHALL BE EQUAL TO [INSERT FORMULA FOR DETERMINING THE
AMOUNT]. UPON PAYMENT OF (I) THE AMOUNT OF PRINCIPAL SO DECLARED DUE AND PAYABLE
AND (II) INTEREST ON ANY OVERDUE PRINCIPAL AND OVERDUE INTEREST (IN EACH CASE TO
THE EXTENT THAT THE PAYMENT OF SUCH INTEREST SHALL BE LEGALLY ENFORCEABLE), ALL
OF CNAF'S OBLIGATIONS IN RESPECT OF THE PAYMENT OF THE PRINCIPAL OF AND
INTEREST, IF ANY, ON THIS SECURITY SHALL TERMINATE."]

     [IF THE SECURITY IS A DISCOUNT SECURITY, INSERT "AS PROVIDED IN AND SUBJECT
TO THE PROVISIONS OF THE JUNIOR INDENTURE, IF AN EVENT OF DEFAULT WITH RESPECT
TO THE SECURITIES OF THIS SERIES AT THE TIME OUTSTANDING OCCURS AND IS
CONTINUING, THEN AND IN EVERY SUCH CASE THE TRUSTEE OR THE HOLDERS OF NOT LESS
THAN SUCH PORTION OF THE PRINCIPAL AMOUNT AS MAY BE


                                       20

SPECIFIED IN THE TERMS OF THIS SERIES OF ALL THE SECURITIES OF THIS SERIES TO BE
DUE AND PAYABLE IMMEDIATELY, BY A NOTICE IN WRITING TO CNAF (AND TO THE TRUSTEE
IF GIVEN BY HOLDERS); PROVIDED, HOWEVER, IN THE CASE OF THE SECURITIES OF THIS
SERIES AS TO WHICH CNA CAPITAL TRUST IS THE REGISTERED HOLDER THAT IF UPON AN
EVENT OF DEFAULT, THE TRUSTEE OR THE HOLDERS OF NOT LESS THAN 25% IN PRINCIPAL
AMOUNT OF THE OUTSTANDING SECURITIES OF THIS SERIES FAILS TO DECLARE THE
PRINCIPAL OF ALL THE SECURITIES OF THIS SERIES TO BE IMMEDIATELY DUE AND
PAYABLE, THE HOLDERS OF AT LEAST 25% IN AGGREGATE LIQUIDATION AMOUNT OF THE
CORRESPONDING SERIES OF PREFERRED SECURITIES THEN OUTSTANDING SHALL HAVE SUCH
RIGHT BY A NOTICE IN WRITING TO CNAF AND THE TRUSTEE. SUCH AMOUNT SHALL BE EQUAL
TO [INSERT FORMULA FOR DETERMINING THE AMOUNT]. UPON ANY SUCH DECLARATION SUCH
SPECIFIED AMOUNT OF AND THE ACCRUED INTEREST (INCLUDING ANY ADDITIONAL INTEREST)
ON ALL THE SECURITIES OF THIS SERIES SHALL BECOME IMMEDIATELY DUE AND PAYABLE,
PROVIDED THAT THE PAYMENT OF PRINCIPAL AND INTEREST (INCLUDING ANY ADDITIONAL
INTEREST) ON SUCH SECURITIES SHALL REMAIN SUBORDINATED TO THE EXTENT PROVIDED IN
ARTICLE THIRTEEN OF THE JUNIOR INDENTURE."] Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of CNAF's obligations in
respect of the payment of the principal of and interest, if any, on this
Security shall terminate.

     No reference herein to the Junior Indenture and no provision of this
Security or of the Junior Indenture shall alter or impair the obligation of
CNAF, which is absolute and unconditional, to pay the principal of and interest
including Additional Interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.

     The Securities of this series are issuable only in registered form without
coupons in denominations of $__________ and any integral multiple thereof. As
provided in the Junior Indenture and subject to certain limitations herein and
therein set forth, the transfer of this Security is registrable in the
Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of CNAF maintained under Section 10.2 of the
Junior Indenture duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to CNAF and the Securities Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees. No service charge shall be made for any such registration of
transfer or exchange, but CNAF may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer,
CNAF, the Trustee and any agent of CNAF or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither CNAF, the Trustee nor any
such agent shall be affected by notice to the contrary.

     As provided in the Junior Indenture and subject to certain limitations
herein and therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of such series of a different
authorized denomination, as requested by the Holder surrendering the same.


                                       21

     CNAF and, by its acceptance of this Security or a beneficial interest
therein, the Holder of, and any Person that acquires a beneficial interest in,
this Security agree that for United States Federal, state and local tax purposes
it is intended that this Security constitute indebtedness.

     THE JUNIOR INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.

     SECTION 2.4. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to
Section [6.11], the Trustee's certificate of authentication shall be in
substantially the following form:

     This is one of the Securities referred to in the within-mentioned Junior
Indenture.

                                        __________, as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Signatory

                                  ARTICLE III.
                                 THE SECURITIES

     SECTION 3.1. TITLE AND TERMS.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Junior Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate (such Officers' Certificate shall have the effect of a supplemental
indenture for all purposes hereunder), or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of a series:

     (a) the title of the securities of such series, which shall distinguish the
Securities of the series from all other Securities;

     (b) the limit, if any, upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered under this
Junior Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6).

     (c) the Stated Maturity or Maturities on which the principal of the
Securities of such series is payable or the method of determination thereof;

     (d) the Interest Rate or Interest Rates, if any, at which the Securities of
such series shall bear interest, if any, the rate or rates and extent to which
Additional Interest, if any, shall be payable in respect of any Securities of
such series, the Interest Payment Dates on which such


                                       22

interest shall be payable, the right, pursuant to Section 3.11 or as otherwise
set forth therein, of CNAF to defer or extend an Interest Payment Date, and the
Regular Record Date for the interest payable on any Interest Payment Date, or
the method by which any of the foregoing shall be determined;

     (e) the place or places where the principal of and interest including
Additional Interest on the Securities of such series shall be payable, the place
or places where the Securities of such series may be presented for registration
of transfer or exchange, and the place or places where notices and demands to or
upon CNAF in respect of the Securities of such series may be made;

     (f) the period or periods within or the date or dates on which, if any, the
price or prices at which and the terms and conditions upon which the Securities
of such series may be redeemed, in whole or in part, at the option of CNAF, if
CNAF is to have the option;

     (g) the obligation or the right, if any, of CNAF to redeem (if other than
in accordance with Section 11.7 hereof), repay or purchase the Securities of
such series pursuant to any sinking fund, amortization or analogous provisions,
or at the option of a Holder thereof, and the period or periods within or the
date or date on which, the price or prices at which, the currency or currencies
(including currency unit or units) in which and the other terms and conditions
upon which Securities of the series shall be redeemed, repaid or purchased, in
whole or in part, pursuant to such obligation;

     (h) the denominations in which any Securities of such series shall be
issuable, if other than denominations of $25 and any integral multiple thereof;

     (i) if other than Dollars, the Foreign Currency in which the principal of
and interest including Additional Interest, if any, on the Securities of the
series shall be payable, or in which the Securities of the series shall be
denominated;

     (j) the additions, modifications or deletions, if any, in the Events of
Default or covenants of CNAF set forth herein with respect to the Securities of
such series;

     (k) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;

     (l) the additions or changes, if any, to this Junior Indenture with respect
to the Securities of such series as shall be necessary to permit or facilitate
the issuance of the Securities of such series in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;

     (m) any index or indices used to determine the amount of payments of
principal on the Securities of such series or the manner in which such amounts
will be determined;

     (n) whether the Securities of the series, or any portion thereof, shall
initially be issuable in the form of a temporary Global Security representing
all or such portion of the


                                       23

Securities of such series and the provisions for the exchange of such temporary
Global Security for definitive Securities of such series;

     (o) whether the Securities of the series, or any portion thereof, shall be
issued in whole or in part in the form of one or more Global Securities and, in
such case, the Depository for such Global Securities (which Depository shall be
a clearing agency registered under the Securities Exchange Act of 1934, as
amended), in the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 2.4 and
any circumstances in addition to or in lieu of those set forth in Section 3.5 in
which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
Depository for such Global Security or a nominee thereof; and

     (p) the appointment of any Paying Agent or Agents for the Securities of
such series;

     (q) the terms of any right to convert or exchange Securities of such series
into any other securities or property of CNAF, and the additions or changes, if
any, to this Junior Indenture with respect to the Securities of such series to
permit or facilitate such conversion or exchange;

     (r) the form or forms of the Trust Agreement, Second Amended and Restated
Trust Agreement and Guarantee Agreement, if different from the forms attached
hereto as Annexes A, B and C, respectively;

     (s) the relative degree, if any, to which the Securities of such series
shall be senior to or be subordinated to other series of Securities in right of
payment, whether such other series of Securities are Outstanding or not; and

     (t) any other terms of the Securities of such series (which terms shall not
be inconsistent with the provisions of this Junior Indenture or the requirements
of the Trust Indenture Act).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided herein or in or pursuant
to such Board Resolution and set forth in such Officers' Certificate or in any
such indenture supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of CNAF and delivered to
the Trustee at or prior to the delivery of the Officers' Certificate setting
forth the terms of the series.

     SECTION 3.2. DENOMINATIONS.

     The Securities of each series shall be in registered form without coupons
and shall be issuable in denominations of $25 and any integral multiple thereof,
unless otherwise specified as contemplated by Section 3.1.


                                       24

     SECTION 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The Securities shall be executed on behalf of CNAF by its Chief Executive
Officer, President or one of its Senior Vice Presidents or Group Vice Presidents
under its corporate seal reproduced or impressed thereon and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile signatures of the present
or any future so authorized officer and may be imprinted or otherwise produced
upon the Securities.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of CNAF shall bind CNAF, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Securities or did not hold such offices
at the date of such Securities. At any time and from time to time after the
execution and delivery of this Junior Indenture, CNAF may deliver Securities
executed by CNAF to the Trustee for authentication. Securities may be
authenticated on original issuance from time to time and delivered pursuant to
such procedures acceptable to the Trustee ("Procedures") as may be specified
from time to time by CNAF Order. Procedures may authorize authentication and
delivery pursuant to oral instructions of CNAF or a duly authorized agent, which
instructions shall be promptly confirmed in writing.

     Prior to the initial delivery of a series of Securities to the Trustee for
authentication, CNAF shall deliver to the Trustee the following:

     (a) A CNAF Order requesting the Trustee's authentication and delivery of
all or a portion of the Securities of such series, and if less than all, setting
forth procedures for such authentication;

     (b) The Board Resolution by or pursuant to which such form of Security has
been approved, and the Board Resolution, if any, by or pursuant to which the
terms of the Securities of such series have been approved, and, if pursuant to a
Board Resolution, an Officers' Certificate describing the action taken;

     (c) An Officers' Certificate dated the date such certificate is delivered
to the Trustee, stating that all conditions precedent provided for in this
Junior Indenture relating to the authentication and delivery of Securities in
such form and with such terms have been complied with; and

     (d) An Opinion of Counsel stating that (i) the form of such Securities has
been duly authorized and approved in conformity with the provisions of this
Junior Indenture; (ii) the terms of such Securities have been duly authorized
and determined in conformity with the provisions of this Junior Indenture, or,
if such terms are to be determined pursuant to Procedures, when so determined
such terms shall have been duly authorized and determined in conformity with the
provisions of this Junior Indenture; and (iii) Securities in such form when
completed by appropriate insertions and executed and delivered by CNAF to the
Trustee for authentication in accordance with this Junior Indenture,
authenticated and delivered by the Trustee in accordance with this Junior
Indenture within the authorization as to aggregate principal amount established
from time to time by the Board of Directors and sold in the manner specified in
such Opinion of


                                       25

Counsel, will be the legal, valid and binding obligations of CNAF entitled to
the benefits of this Junior Indenture, subject to applicable bankruptcy,
reorganization, insolvency and similar laws generally affecting creditors'
rights, to general equitable principles and except as enforcement thereof may be
limited by (A) requirements that a claim with respect to any Securities
denominated other than in Dollars (or a Foreign Currency judgment in respect of
such claim) be converted into Dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or (B) governmental authority to limit,
delay or prohibit the making of payments in Foreign Currencies or payments
outside the United States, and subject to such other qualifications as such
counsel shall conclude do not materially affect the rights of Holders of such
Securities; provided, however, that the Trustee shall be entitled to receive the
documents referred to in Clauses (b), (c) and (d) above only at or prior to the
first request of CNAF to the Trustee to authenticate Securities of such series.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Junior Indenture or
be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by CNAF,
and CNAF shall deliver such Security to the Trustee for cancellation as provided
in Section 3.9, for all purposes of this Junior Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Junior Indenture.

     SECTION 3.4. TEMPORARY SECURITIES.

     Pending the preparation of definitive Securities of any series, CNAF may
execute, and upon CNAF Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities of such series in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.

     If temporary Securities of any series are issued, CNAF will cause
definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities shall
be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of CNAF designated for that purpose without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, CNAF shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
the same series of authorized denominations having the same Original Issue Date
and Stated Maturity and having the same terms as such temporary Securities.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Junior Indenture as definitive
Securities of such series.


                                       26

     SECTION 3.5. REGISTRATION, TRANSFER AND EXCHANGE.

     CNAF shall cause to be kept at the Corporate Trust Office of the Trustee a
register in which, subject to such reasonable regulations as it may prescribe,
CNAF shall provide for the registration of Securities and of transfers of
Securities. Such register is herein sometimes referred to as the "Securities
Register." The Trustee is hereby appointed "Securities Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided.

     Upon surrender for registration of transfer of any Security at the office
or agency of CNAF designated for that purpose CNAF shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of the same series of any authorized
denominations, of a like aggregate principal amount, of the same Original Issue
Date and Stated Maturity and having the same terms.

     At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
CNAF shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

     All Securities issued upon any transfer or exchange of Securities shall be
the valid obligations of CNAF, evidencing the same debt, and entitled to the
same benefits under this Junior Indenture, as the Securities surrendered upon
such transfer or exchange.

     Every Security presented or surrendered for transfer or exchange shall (if
so required by CNAF or the Securities Registrar) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to CNAF and
the Securities Registrar, duly executed by the Holder thereof or his attorney
duly authorized in writing.

     No service charge shall be made to a Holder for any transfer or exchange of
Securities, but CNAF may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any transfer or
exchange of Securities other than exchanges pursuant to Section 3.6 not
involving any transfer.

     Neither CNAF nor the Trustee shall be required, pursuant to the provisions
of this Section, (a) to issue, transfer or exchange any Security of any series
during a period beginning at the opening of business 15 days before the day of
selection for redemption of Securities pursuant to Article XI and ending at the
close of business on the day of mailing of notice of redemption or (b) to
transfer or exchange any Security so selected for redemption in whole or in
part, except, in the case of any Security to be redeemed in part, any portion
thereof not to be redeemed.

     The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

     (1) Each Global Security authenticated under this Junior Indenture shall be
registered in the name of the Depository designated for such Global Security or
a nominee thereof and


                                       27

delivered to such Depository or a nominee thereof or custodian therefor, and
each such Global Security shall constitute a single Security for all purposes of
this Junior Indenture.

     (2) Notwithstanding any other provision in this Junior Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depository for such Global Security or a nominee
thereof unless (A) such Depository (i) has notified CNAF that it is unwilling or
unable to continue as Depository for such Global Security or (ii) has ceased to
be a clearing agency registered under the Exchange Act at a time when the
Depository is required to be so registered to act as depository, in each case
unless CNAF has approved a successor Depository within 60 days, (B) there shall
have occurred and be continuing an Event of Default with respect to such Global
Security, or (C) CNAF in its sole discretion determines that such Global
Security will be so exchangeable and delivers to the Trustee a CNAF Order that
such Global Security shall be so exchangeable. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchanged, without
unnecessary delay but in no event later that the earliest date on which such
Global Security shall be exchangeable, for Securities registered in such names
as such Depository shall direct.

     Notwithstanding any other provision in this Junior Indenture, a Global
Security may not be transferred except as a whole by the Depository with respect
to such Global Security to a nominee of such Depositary, or by a nominee of such
Depositary to such Depositary or another nominee of such Depository.

     (3) Any Global Security that is exchangeable pursuant hereto shall be
exchanged without unnecessary delay but in no event later than the earliest date
on which such Global Security shall be exchangeable, for any Securities
registered in such names as such Depository shall direct. If a Security is
issued in exchange for any portion of a Global Security after the close of
business at the office or agency for such Security where such exchange occurs on
or after (i) any Regular Record Date for such Security and before the opening of
business at such office or agency on the next Interest Payment Date, or (ii) any
Special Record Date for such Security and before the opening of business at such
office or agency on the related proposed date for payment of interest or
Defaulted Interest, as the case may be, interest shall not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Security, but shall be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such Global Security shall be payable in
accordance with the provisions of this Junior Indenture.

     (4) Every Security authenticated and delivered upon registration or
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.6 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person
other than the Depository for such Global Security or a nominee thereof.


                                       28

     SECTION 3.6. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

     If any mutilated Security is surrendered to the Trustee together with such
reasonable security or indemnity as may be required by CNAF or the Trustee to
save each of them harmless, CNAF shall execute, and the Trustee shall
authenticate and deliver, in exchange therefor a new Security of the same series
of like tenor and principal amount, having the same Original Issue Date and
Stated Maturity and other terms as such mutilated Security, and bearing a number
not contemporaneously outstanding.

     If there shall be delivered to CNAF and to the Trustee (i) evidence to
their reasonable satisfaction of the destruction, loss or theft of any Security,
and (ii) such security or indemnity as may be reasonably required by them to
save each of them harmless, then, in the absence of notice to CNAF or the
Trustee that such Security has been acquired by a bona fide purchaser, CNAF
shall execute, and the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same series of
like tenor and principal amount, having the same Original Issue Date and Stated
Maturity and other terms as such destroyed, lost or stolen Security, and bearing
a number not contemporaneously outstanding.

     Notwithstanding the provisions the previous paragraphs, in case any such
mutilated, destroyed, lost or stolen Security has become or is about to become
due and payable, CNAF in its discretion may, instead of issuing a new Security,
pay such Security.

     Upon the issuance of any new Security under this Section, CNAF may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith.

     Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of CNAF, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Junior Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

     SECTION 3.7. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 3.1, interest on any Security of any
series which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date, shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest in respect of Securities of such
series. The initial payment of interest on any Security of any series which is
issued between a Regular Record Date and the related Interest Payment Date shall
be payable as provided in such Security or in the Board Resolution pursuant to
Section 3.1 with respect to the related series of Securities.


                                       29

     Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 3.1, any interest on any Security
which is payable, but is not timely paid or duly provided for, on any Interest
Payment Date for Securities of such series (herein called "Defaulted Interest")
shall forthwith cease to be payable to the Holder on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by CNAF, at its election in each case, as provided in Clause (a) or (b)
below:

     (a) CNAF may elect to make payment of any Defaulted Interest to the Persons
in whose names the Securities of such series in respect of which interest is in
default (or their respective Predecessor Securities) are registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. CNAF shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Security
and the date of the proposed payment, and at the same time CNAF shall deposit
with the Trustee an amount of money in the currency in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 3.1
for the Securities of such series) equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify CNAF of such Special Record Date and, in the name and at
the expense of CNAF, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first
class, postage prepaid, to each Holder of a Security of such series at the
address of such Holder as it appears in the Securities Register not less than 10
days prior to such Special Record Date. The Trustee may, in its discretion, in
the name and at the expense of CNAF, cause a similar notice to be published at
least once in a newspaper, customarily published in the English language on each
Business Day and of general circulation in the Borough of Manhattan, The City of
New York, but such publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names the Securities of such series (or their respective Predecessor Securities)
are registered on such Special Record Date and shall no longer be payable
pursuant to the following Clause (b).

     (b) CNAF may make payment of any Defaulted Interest in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities of the series in respect of which interest is in default
may be listed and, upon such notice as may be required by such exchange (or by
the Trustee if the Securities are not listed), if, after notice given by CNAF to
the Trustee of the proposed payment pursuant to this Clause, such payment shall
be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section 3.7 and Section 3.5,
each Security delivered under this Junior Indenture upon transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.


                                       30

     SECTION 3.8. PERSONS DEEMED OWNERS.

     Prior to due presentment of a Security for registration of transfer, CNAF,
the Trustee and any agent of CNAF or the Trustee may treat the Person in whose
name any Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and (subject to Sections 3.5 and 3.7) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and none of CNAF, the Trustee or any agent of CNAF or the
Trustee shall be affected by notice to the contrary.

     SECTION 3.9. CANCELLATION.

     All Securities surrendered for payment, redemption, transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and Securities surrendered directly to the
Trustee for any such purpose shall be promptly canceled by it. CNAF may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which CNAF may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the
Trustee. If the Company shall so acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Junior Indenture. All
canceled Securities shall be destroyed by the Trustee and the Trustee shall
deliver to CNAF a certificate of such destruction.

     SECTION 3.10. COMPUTATION OF INTEREST.

     Except as otherwise specified as contemplated by Section 3.1 for Securities
of any series, interest on the Securities of each series for any period shall be
computed on the basis of a 360-day year of twelve 30-day months.

     SECTION 3.11. DEFERRALS OF INTEREST PAYMENT DATES.

     If specified as contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular series, so long as no Event of Default has
occurred and is continuing, CNAF shall have the right, at any time during the
term of such Securities, from time to time to defer the payment of interest on
such Securities for such period or periods as may be specified as contemplated
by Section 3.1 (each, an "Extension Period") during which Extension Periods CNAF
shall have the right to make partial or no payments of interest on any Interest
Payment Date. At the end of any such Extension Period, CNAF shall pay all
interest then accrued and unpaid on the Securities (together with Additional
Interest thereon, if any, at the rate specified for the Securities of such
series to the extent permitted by applicable law) and any Additional Sums then
due provided, however, that during any such Extension Period, CNAF shall not,
and shall not cause or permit any Subsidiary to, (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of CNAF's outstanding capital stock
(which includes common and preferred stock), or (ii) make any payment of
principal of, or interest or premium, if any, on or repay, repurchase or redeem
any debt security of CNAF (including other series of Securities issued by CNAF
pursuant to the


                                       31

Junior Indenture) that ranks pari passu in all respects with or junior in
interest to the Securities of such series or make any guarantee payments with
respect to any guarantee by CNAF of the debt securities of any Subsidiary of
CNAF if such guarantee ranks pari passu in all respects with or junior in
interest to the Securities of such series (other than (a) dividends or
distributions in Common Stock of CNAF, (b) payments under any CNAF Guarantee (as
defined in the Junior Indenture) (c) purchases of Common Stock related to the
issuance of Common Stock under any of CNAF's benefit plans for its directors,
officers or employees and (d) any declaration of a dividend in connection with
the implementation of stockholder's rights plan, or the issuance of stock under
any such plan in the future or a redemption or repurchase of any such rights
pursuant thereto). Prior to the termination of any Extension Period, CNAF may
further extend such Extension Period, provided that no Extension Period (taking
into account all previous and subsequent extensions within such Extension
Period) shall exceed the maximum consecutive period or periods specified in such
Securities, end on a date other than an Interest Payment Date or extend beyond
the Maturity of such Securities. Upon termination of any Extension Period and
upon the payment of all accrued and unpaid interest and any Additional Interest
and Additional Sums then due on any Interest Payment Date, CNAF may elect to
begin a new Extension Period, subject to the above requirements. No interest
shall be due and payable during an Extension Period, except at the end thereof.
CNAF shall give the Holders of the Securities of such series, the Trustee and
the Property Trustee under the relevant Trust Agreement notice of its election
to begin any such Extension Period at least five Business Days prior to the
earlier of (i) the date the distributions on the Preferred Securities of the
applicable CNA Capital Trust are payable or (ii) the date the Administrative
Trustees of such CNA Capital Trust are required to give notice to any securities
exchange or other applicable self-regulatory organization or to holders of such
Preferred Securities of the record date or the date such Distributions are
payable, but in any event not less than five Business Days prior to such record
date.

     The Trustee shall promptly give notice of CNAF's election to begin any such
Extension Period to the Holders of the outstanding Securities of such series.

     SECTION 3.12. RIGHT OF SET-OFF.

     With respect to the Securities of a series issued to a CNA Capital Trust,
notwithstanding anything to the contrary in this Junior Indenture, CNAF shall
have the right to set-off any payment it is otherwise required to make in
respect of any such Security to the extent CNAF has theretofore made, or is
concurrently on the date of such payment making, an unreimbursed payment under
the CNAF Guarantee relating to such Security or under Section 5.8 of the Junior
Indenture.

     SECTION 3.13. AGREED TAX TREATMENT.

     Each Security issued hereunder shall provide that CNAF and, by its
acceptance of a Security or a beneficial interest therein, the Holder of, and
any Person that acquires a beneficial interest in, such Security agree that for
United States Federal, state and local tax purposes it is intended that such
Security constitute indebtedness.


                                       32

     SECTION 3.14. EXTENSION OF STATED MATURITY; ADJUSTMENT OF STATED MATURITY
UPON AN EXCHANGE.

     If specified as contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular series, CNAF shall have the right to (a) change
the Maturity of the Securities of such series upon the liquidation of a CNA
Capital Trust and the exchange of such Securities for the Preferred Securities
of such CNA Capital Trust and (b) extend the Maturity for the Securities of such
series; provided, that, if CNAF exercises its right to liquidate the applicable
CNA Capital Trust and exchange the Securities of a particular series for the
Preferred Securities of such CNA Capital Trust as specified in clause (a) above,
any changed Maturity of the Securities of such series shall be no earlier than
the date that is five years after the issuance of such Preferred Securities and
no later than the date 30 years (plus an extended term of up to an additional 19
years if the above-referenced conditions are satisfied) after the date of the
initial issuance of such Preferred Securities; provided further, that at time
any election to extend the Maturity Date is made and at the time of such
extension, (i) CNAF is not in bankruptcy, otherwise insolvent or in liquidation,
(ii) CNAF is not in default in the payment of any interest or principal on the
Securities of such series and no deferred interest payments thereon have
accrued, (iii) the applicable CNA Capital Trust is not in arrears on payments of
distributions on its Preferred Securities and no deferred distributions thereon
are accumulated, (iv) the Securities are rated not less than BBB- by Standard &
Poor's Ratings Services or Baa3 by Moody's Investors Service, Inc. or the
equivalent by any other nationally recognized statistical rating organization
and (v) the extended Maturity is no later than the 49th anniversary of the
initial issuance of the Preferred Securities of the applicable CNA Capital
Trust. In the event CNAF elects to change or extend the Stated Maturity as
herein provided, it shall give notice to the Trustee, and the Trustee shall give
notice of such change or extension to the Holders no less than 30 and no more
than 60 days prior to the effectiveness thereof.

     SECTION 3.15. CUSIP NUMBERS.

     CNAF in issuing the Securities may use "CUSIP" numbers (if then generally
in use), and, if so, the Trustee shall use the "CUSIP" numbers of the Securities
in notices of redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company shall promptly notify
the Trustee of any change in the CUSIP numbers.

                                   ARTICLE IV.
                           SATISFACTION AND DISCHARGE

     SECTION 4.1. SATISFACTION AND DISCHARGE OF JUNIOR INDENTURE.

     This Junior Indenture shall, upon a CNAF order, cease to be of further
effect with respect to any series of Securities specified in a CNAF order
(except as to (i) any surviving rights of transfer, substitution, conversion and
exchange of Securities, (ii) rights of Holders to receive


                                       33

payments of principal of and interest including Additional Interest on the
Securities and other rights, duties and obligations of the Holders as
beneficiaries hereof with respect to the amounts, if any, deposited with the
Trustee pursuant to this Article IV and (iii) the rights and obligations of the
Trustee hereunder), and the Trustee, at the expense of CNAF, shall execute
proper instruments acknowledging satisfaction and discharge of this Junior
Indenture, when

     (a) either

          (i) all Securities theretofore authenticated and delivered (other than
(A) Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.6 and (B) Securities for whose payment
money has theretofore been deposited in trust or segregated and held in trust by
CNAF and thereafter repaid to CNAF or discharged from such trust, as provided in
Section 10.3) have been delivered to the Trustee for cancellation; or

          (ii) all such Securities not theretofore delivered to the Trustee for
cancellation

               (A) have become due and payable, or

               (B) will become due and payable at their Stated Maturity within
     one year of the date of deposit, or

               (C) are to be called for redemption within one year under
     arrangements satisfactory to the Trustee for the giving of notice of
     redemption by the Trustee in the name, and at the expense, of CNAF and
     CNAF, in the case of Clause (ii) (A), (ii) (B) or (ii) (C) above, has
     deposited or caused to be deposited with the Trustee as trust funds in
     trust for such purpose an amount in the currency or currencies in which the
     Securities of such series are payable sufficient to pay and discharge the
     entire indebtedness on such Securities not theretofore delivered to the
     Trustee for cancellation, including principal (and premium, if any) and
     interest (including any Additional Interest) to the date of such deposit
     (in the case of Securities which have become due and payable) or to the
     Stated Maturity or Redemption Date, as the case may be;

     (b) CNAF has paid or caused to be paid all other sums payable hereunder by
CNAF; and

     (c) CNAF has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Junior Indenture have
been complied with.

Notwithstanding the satisfaction and discharge of this Junior Indenture, the
obligations of CNAF to the Trustee under Section 6.7 and, if money shall have
been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this
Section, the obligations of the Trustee under Section 4.2 and the last paragraph
of Section 10.3 shall survive.


                                       34

     SECTION 4.2. APPLICATION OF TRUST FUNDS.

     Subject to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 or money or Government
Obligations deposited with the Trustee pursuant to Section 4.3, or received by
the Trustee in respect of Government Obligations deposited with the Trustee
pursuant to Section 4.3, shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Securities and this Junior Indenture, to
the payment, either directly or through any Paying Agent (including CNAF acting
as its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal and interest or other amounts for the payment of which
such money or obligations have been deposited with or received by the Trustee;
provided, however, such moneys need not be segregated from other funds except to
the extent required by law.

     SECTION 4.3. SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES OF ANY
SERIES.

     To the extent provided in, and subject to any limitations set forth
pursuant to, a Board Resolution adopted pursuant to Section 3.1 establishing the
terms of the Securities of any series, CNAF shall be deemed to have paid and
discharged the entire indebtedness on all the Outstanding Securities of any such
series and the Trustee, at the expense of CNAF, shall execute proper instruments
acknowledging satisfaction and discharge of such indebtedness, when

     (a) with respect to all Outstanding Securities of such series,

          (i) CNAF has irrevocably deposited or caused to be irrevocably
deposited with the Trustee as trust funds in trust for such purpose an amount
sufficient to pay and discharge the entire indebtedness on all Outstanding
Securities of such series for principal (and premium, if any) and interest
(including any Additional Interest) to the Stated Maturity or any Redemption
Date as contemplated by the penultimate paragraph of this Section 4.3, as the
case may be; or

          (ii) CNAF has irrevocably deposited or caused to be irrevocably
deposited with the Trustee as obligations in trust for such purpose an amount of
Government Obligations as will, in the written opinion of independent public
accountants delivered to the Trustee, together with predetermined and certain
income to accrue thereon, without consideration of any reinvestment thereof, be
sufficient to pay and discharge when due the entire indebtedness on all
Outstanding Securities of such series for principal (and premium, if any) and
interest (including any Additional Interest) to the Stated Maturity or any
Redemption Date as contemplated by the penultimate paragraph of this Section
4.3, as the case may be; and

     (b) CNAF has paid or caused to be paid all other sums payable with respect
to the Outstanding Securities of such series; and

     (c) CNAF has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of the entire indebtedness on all
Outstanding Securities of any such series have been complied with.


                                       35

     Any deposits with the Trustee referred to in Section 4.3(a) above shall be
irrevocable and shall be made under the terms of an escrow trust agreement in
form and substance reasonably satisfactory to the Trustee. If any Outstanding
Securities of such series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow trust agreement shall
provide therefor and CNAF shall make such arrangements as are satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of CNAF. If the Securities of such series are not to become
due and payable at their Stated Maturity or upon call for redemption within one
year of the date of deposit, then CNAF shall give, not later than the date of
such deposit, notice of such deposit to the Holders of Securities of such
series.

     Upon the satisfaction of the conditions set forth in this Section 4.3 with
respect to all the Outstanding Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Junior Indenture, shall no longer be binding upon, or
applicable to, CNAF; provided, that CNAF shall not be discharged from any
payment obligations in respect of Securities of such series which are deemed not
to be Outstanding under clause (iii) of the definition thereof if such
obligations continue to be valid obligations of CNAF under applicable law.

                                   ARTICLE V.
                                    REMEDIES

     SECTION 5.1. EVENTS OF DEFAULT.

     "Event of Default", wherever used herein with respect to the Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

     (a) default in the payment of any interest upon any Security of that
series, including any Additional Interest in respect thereof, when it becomes
due and payable, and continuance of such default for a period of 30 days
(subject to the deferral of any due date in the case of an Extension Period); or

     (b) default in the payment of (i) the principal of any Security of that
series at its stated Maturity, upon redemption by declaration or otherwise or
(ii) any sinking fund payment when and as due by the terms of any Security of
that series; or

     (c) default in the performance, or breach, in any material respect, of any
covenant or warranty of CNAF in this Junior Indenture applicable to any Security
of that series (other than a covenant or warranty a default in the performance
of which or the breach of which is elsewhere in this Section specifically dealt
with), and continuance of such default or breach for a period of 90 days after
there has been given, by registered or certified mail, to CNAF by the Trustee or
to CNAF and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Securities of that series a written notice specifying such
default or breach and requiring it to be remedied; or


                                       36

     (d) the entry of a decree or order by a court having jurisdiction in the
premises adjudging CNAF a bankrupt or insolvent, or approving as properly filed
a petition seeking reorganization, arrangement, adjustment or composition of or
in respect of CNAF under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law, or appointing a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of CNAF or of any
substantial part of its property or ordering the winding up or liquidation of
its affairs, and the continuance of any such decree or order unstayed and in
effect for a period of 90 consecutive days; or

     (e) the institution by CNAF of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law, or the consent by
it to the filing of any such petition or to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of CNAF
or of any substantial part of its property, or the making by it of an assignment
for the benefit for creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due and its willingness to
be adjudicated a bankrupt or insolvent, or the taking of corporate action by
CNAF in furtherance of any such action; or

     (f) any other Event of Default with respect to Securities of that series.

     SECTION 5.2. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all the Securities of
that series to be due and payable immediately, by a notice in writing to CNAF
(and to the Trustee if given by Holders), provided, that, in the case of the
Securities of a series issued to a CNA Capital Trust, if, upon an Event of
Default, the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series fail to declare the principal of all
the Securities of that series to be immediately due and payable, the holders of
at least 25% in aggregate liquidation amount of the corresponding series of
Preferred Securities then outstanding shall have such right by a notice in
writing to CNAF and the Trustee; and upon any such declaration such principal
amount (or specified amount) of and the accrued interest (including any
Additional Interest) on all the Securities of such series shall become
immediately due and payable. Payment of principal and interest (including any
Additional Interest) on such Securities shall remain subordinated to the extent
provided in Article Thirteen notwithstanding that such amount shall become
immediately due and payable as herein provided. If an Event of Default specified
in Section 5.1(d) or 5.1(e) with respect to Securities of any series at the time
Outstanding occurs, the principal amount of all the Securities of that series
(or, if the Securities of that series are Discount Securities, such portion of
the principal amount of such Securities as may be specified by the terms of that
series) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.


                                       37

     At any time after a declaration of acceleration with respect to Securities
of any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to CNAF and the Trustee, may
rescind and annul such declaration and its consequences if:

     (a) CNAF has paid or deposited with the Trustee a sum of money sufficient
to pay in the currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 3.1 for the Securities of
such series:

          (i) all overdue installments of interest (including any Additional
Interest) on all Securities of that series,

          (ii) the principal of any Securities of that series which have become
due otherwise than by such declaration of acceleration and interest thereon at
the Interest Rate borne by the Securities,

          (iii) to the extent that payment of such interest is lawful, interest
upon overdue installments of interest at the Interest Rate or Interest Rates
borne by or provided for in such Securities, and

          (iv) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

     (b) all Events of Default with respect to Securities of that series, other
than the non-payment of the principal of Securities of that series which has
become due solely by such acceleration, have been cured or waived as provided in
Section 5.13.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     SECTION 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

     CNAF covenants that if:

     (a) default is made in the payment of any installment of interest
(including any Additional Interest) on any Security when such interest becomes
due and payable and such default continues for a period of 30 days, or

     (b) default is made in the payment of the principal of (and premium, if
any, on) any Security at the Maturity thereof

CNAF will, upon demand of the Trustee, pay to the Trustee, for the benefit of
the Holders of such Securities, the whole amount then due and payable on such
Securities for principal, including any sinking fund payment or analogous
obligations, (and premium, if any), and interest (including any Additional
Interest); and, in addition thereto, all amounts owing the Trustee under Section
6.7.


                                       38

     If CNAF fails to pay such amounts forthwith upon such demand, the Trustee,
in its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
CNAF or any other obligor upon the Securities and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of CNAF
or any other obligor upon the Securities, wherever situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Junior Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

     SECTION 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to CNAF or any other obligor upon the Securities or
the property of CNAF or of such other obligor or their creditors,

     (a) the Trustee (irrespective of whether the principal of the Securities of
any series shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on CNAF for the payment of overdue principal or interest (including any
Additional Interest)) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (i) to file and prove a claim for the whole amount of principal and
interest (including any Additional Interest) owing and unpaid in respect to the
Securities and to file such other papers or documents as may be necessary or
advisable and to take any and all actions as are authorized under the Trust
Indenture Act in order to have the claims of the Holders and any predecessor to
the Trustee under Section 6.7 and of the Holders allowed in any such judicial
proceedings; and

          (ii) and in particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same in accordance with Section 5.6; and

     (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator
(or other similar official) in any such judicial proceeding is hereby authorized
by each Holder of Securities of such series to make such payments to the Trustee
for distribution in accordance with Section 5.6, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due to it and any predecessor Trustee under
Section 6.7.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement,


                                       39

adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

     SECTION 5.5. TRUSTEE MAY ENFORCE CLAIM WITHOUT POSSESSION OF SECURITIES.

     All rights of action and claims under this Junior Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 6.7, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

     SECTION 5.6. APPLICATION OF MONEY COLLECTED.

     Any money or property collected by the Trustee with respect to a series of
Securities pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money or property on account of principal or interest (including any Additional
Interest), upon presentation of the Securities, and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

     FIRST: To the payment of all amounts due the Trustee and any predecessor
Trustee under Section 6.7;

     SECOND: To the payment of the amounts then due and unpaid upon such series
of Securities for principal (and premium, if any) and interest (including any
Additional Interest), in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such series of Securities for
principal and interest (including any Additional Interest), respectively; and

     THIRD: The balance, if any, to the Person or Persons entitled thereto.

     SECTION 5.7. LIMITATION ON SUITS.

     No Holder of any Securities of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Junior Indenture or
for the appointment of a receiver, assignee, trustee, liquidator, sequestrator
(or other similar official) or for any other remedy hereunder, unless:

     (a) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of that series;

     (b) the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;


                                       40

     (c) such Holder or Holders have offered to the Trustee reasonable indemnity
against the costs, expenses and liabilities to be incurred in compliance with
such request;

     (d) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and

     (e) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Junior Indenture to affect, disturb or prejudice the rights of
any other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Junior Indenture, except in the manner herein provided and for the equal and
ratable benefit of all such Holders.

     SECTION 5.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, INTEREST
AND OTHER AMOUNTS.

     Notwithstanding any other provision in this Junior Indenture, the Holder of
any Security shall have the right which is absolute and unconditional to receive
payment of the principal of (and premium, if any) and (subject to Section 3.7)
interest (including any Additional Interest and Additional Sums) on such
Security on the respective Stated Maturities expressed in such Security and to
institute suit for the enforcement of any such payment (or for the conversion or
exchange of the Securities in accordance with their terms, to the extent
applicable), and such right shall not be impaired without the consent of such
Holder. In the case of Securities of a series issued to a CNA Capital Trust, any
holder of the corresponding series of Preferred Securities shall have the right,
upon the occurrence of an Event of Default described in Section 5.1(a) or 5.1(b)
hereof, to institute a suit directly against CNAF for enforcement of payment to
such Holder of principal of (and premium, if any) and (subject to Section 3.7)
interest (including any Additional Interest and Additional Sums) on the
Securities having a principal amount equal to the aggregate liquidation amount
of the Preferred Securities of the corresponding series held by such Holder.

     SECTION 5.9. RESTORATION OF RIGHTS AND REMEDIES.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Junior Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case CNAF, the Trustee and
the Holders shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.


                                       41

     SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided in the last paragraph of Section 3.6, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     SECTION 5.11. DELAY OR OMISSION NOT WAIVER.

     No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.

     Every right and remedy given by this Article or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

     SECTION 5.12. CONTROL BY HOLDERS OF SECURITIES.

     The Holders of a majority in principal amount of the Outstanding Securities
of any series (or in the case of Securities of a series held of record by a CNA
Capital Trust, the holders of a majority of the aggregate liquidation amount of
the Preferred Securities of the corresponding series) shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:

     (1) such direction shall not be in conflict with any rule of law or with
this Junior Indenture,

     (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and

     (3) subject to the provisions of Section 6.1, the Trustee shall have the
right to decline to follow such direction if the Trustee in good faith shall, by
a Responsible Officer or Officers of the Trustee, determine that the proceeding
so directed would be unjustly prejudicial to the Holders (or such holders of
Preferred Securities, as applicable) not joining in any such direction or would
involve the Trustee in personal liability.

     SECTION 5.13. WAIVER OF PAST DEFAULTS.

     The Holders of a majority in principal amount of the Outstanding Securities
of any series (or in the case of Securities of a series held of record by a CNA
Capital Trust, the holders of a majority of the aggregate liquidation amount of
the Preferred Securities of the corresponding series) may on behalf of the
Holders of all the Securities of such series (or such holders of


                                       42

Preferred Securities) waive any past default hereunder and its consequences with
respect to such series except a default:

     (1) in the payment of the principal of or interest (including any
Additional Interest and Additional Sums) on any Security of such series, or

     (2) in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Junior Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

     SECTION 5.14. UNDERTAKING FOR COSTS.

     All parties to this Junior Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Junior Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest (including any
Additional Interest and Additional Sums) on any Security on or after the
respective Stated Maturities expressed in such Security or for the conversion or
exchange of the Securities in accordance with their terms.

                                   ARTICLE VI.
                                   THE TRUSTEE

     SECTION 6.1. CERTAIN DUTIES AND RESPONSIBILITIES.

     (a) Except during the continuance of an Event of Default,

          (i) the Trustee undertakes to perform such duties and only such duties
as are specifically set forth in this Junior Indenture, and no implied covenants
or obligations shall be read into this Junior Indenture against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Junior Indenture; but in the
case of any such certificates or opinions which by any provisions


                                       43

hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Junior Indenture.

     (b) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Junior
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs.

     (c) No provision of this Junior Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct except that;

          (i) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

          (ii) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts; and

          (iii) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
Holders pursuant to Section 5.12 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Junior Indenture with
respect to the Securities of such series.

     (d) No provision of this Junior Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

     (e) Whether or not therein expressly so provided, every provision of this
Junior Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

     SECTION 6.2. NOTICE OF DEFAULTS.

     Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register, notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of or interest (including any
Additional Interest) on any Security of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the best interests of the Holders of Securities of such series; and
provided, further, that, in the case of any


                                       44

default of the character specified in Section 5.1(c) with respect to the
Securities of any series, no such notice to Holders of Securities of such series
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

     SECTION 6.3. CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of Section 6.1:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, Security or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

     (b) any request or direction of CNAF mentioned herein shall be sufficiently
evidenced by a CNAF Request or CNAF Order (other than delivery of any Security
to the Trustee for authentication and delivery pursuant to Section 3.3 which
shall be sufficiently evidenced as provided therein) and any resolution of the
Board of Directors may be sufficiently evidenced by a Board Resolution;

     (c) whenever in the administration of this Junior Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

     (d) the Trustee may consult with counsel and the advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon;

     (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Junior Indenture at the request or direction of
any of the Holders pursuant to this Junior Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

     (f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, indenture,
Security or other paper or document, but the Trustee in its discretion may make
such inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of CNAF, personally
or by agent or attorney; and

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.


                                       45

     SECTION 6.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of CNAF, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Junior Indenture or
of the Securities except that the Trustee represents that it is duly authorized
to execute and deliver this Junior Indenture, authenticate the Securities and
perform its obligations hereunder and that the statements made by it in the
Statement of Eligibility on Form T-1 supplied to CNAF are true and correct. The
Trustee shall not be accountable for the use or application by CNAF of the
Securities or the proceeds thereof.

     SECTION 6.5. MAY HOLD SECURITIES.

     The Trustee, any Paying Agent, Securities Registrar or any other agent of
CNAF, in its individual or any other capacity, may become the owner or pledgee
of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with
CNAF and its Affiliates with the same rights it would have if it were not
Trustee, Paying Agent, Securities Registrar or such other agent.

     SECTION 6.6. MONEY HELD IN TRUST.

     Except as provided in Section 4.2, money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with CNAF.

     SECTION 6.7. COMPENSATION AND REIMBURSEMENT.

     CNAF agrees

     (1) to pay to the Trustee from time to time reasonable compensation for all
services rendered by it hereunder in such amounts as CNAF and the Trustee shall
agree from time to time (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

     (2) to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Junior Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or bad
faith; and

     (3) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense (including the reasonable compensation and the
expenses and disbursements of its agents and counsel) incurred without
negligence or bad faith, arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.


                                       46

     This indemnification shall survive the termination of this Agreement and
the resignation or removal of the Trustees.

     To secure CNAF's payment obligations in this Section, CNAF and the Holders
agree that the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, except funds held in trust by the
Trustee for the benefit of Holders of Securities. Such lien shall survive the
satisfaction and discharge of this Junior Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.1(d) or (e) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
similar law.

     SECTION 6.8. DISQUALIFICATION; CONFLICTING INTERESTS.

     The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act. Each
Trust Agreement and Guarantee with respect to all other CNAF Trusts are hereby
excluded. Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

     SECTION 6.9. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee hereunder which shall be

     (a) a corporation organized and doing business under the laws of the United
States of America or of any State, Territory or the District of Columbia,
authorized under such laws to exercise corporate trust powers, or

     (b) a corporation or other Person organized and doing business under the
laws of a foreign government that is permitted to act as Trustee pursuant to a
rule, regulation or order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees, in either case having a combined capital and
surplus of at least $50,000,000, subject to supervision or examination by
Federal, State, Territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then,
for the purposes of this Section 6.9, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article Six. Neither CNAF nor any Person directly or indirectly
controlling, controlled by or under common control with CNAF shall serve as
Trustee for the Securities of any series issued hereunder.


                                       47

     SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

     (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to CNAF. If an instrument of
acceptance by a successor Trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Securities of such series.

     (c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to CNAF.

     (d) If at any time:

          (i) the Trustee shall fail to comply with Section 6.8 after written
request therefor by CNAF or by any Holder who has been a bona fide Holder of a
Security for at least six months, or

          (ii) the Trustee shall cease to be eligible under Section 6.9 and
shall fail to resign after written request therefor by CNAF or by any such
Holder, or

          (iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation then, in any such case, (i) CNAF, acting pursuant to
the authority of a Board Resolution, may remove the Trustee and appoint a
successor Trustee with respect to all Securities, or (ii) subject to Section
5.14, any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Securities of one or more series, CNAF, by a Board Resolution, shall
promptly appoint a successor Trustee with respect to the Securities of that or
those series. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to CNAF and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment, become the successor
Trustee with respect to the Securities of such series and supersede the
successor Trustee appointed by CNAF. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by CNAF or the Holders and
accepted appointment in the manner hereinafter provided, any Holder who has been
a bona fide Holder of a Security for at


                                       48

least six months may, subject to Section 5.14, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

     (f) CNAF shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities of such series as their names and addresses appear in the
Securities Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

     SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to CNAF and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of CNAF or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, CNAF, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Junior Indenture as
shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts, and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of CNAF or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring


                                       49

Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

     (c) Upon request of any such successor Trustee, CNAF shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all rights, powers and trusts referred to in subsection (a) or
(b) of this Section, as the case may be.

     (d) No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

     SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article Six, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated, with the same
effect as if such successor Trustee had itself authenticated such Securities. In
case any Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
Trustee or in the name of such successor Trustee, and in all cases the
certificate of authentication shall have the full force which it is provided
anywhere in the Securities or in this Junior Indenture that the certificate of
the Trustee shall have.

     SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST CNAF.

     If and when the Trustee shall be or become a creditor of CNAF (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against CNAF (or any
such other obligor).

     SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this Junior
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer for the Trustee a copy of
which instrument shall be promptly furnished to CNAF. Wherever reference is made
in this Junior Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent other than an Affiliate of the
Trustee shall be acceptable to


                                       50

CNAF and shall at all times be a corporation organized and doing business under
the laws of the United States of America, or of any State, Territory or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to CNAF. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to CNAF. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee may appoint a successor Authenticating Agent which shall be acceptable
to CNAF and shall give notice of such appointment in the manner provided in
Section 1.6 to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provision of this Section.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 6.7.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:


                                       51

     This is one of the Securities referred to in the within mentioned Junior
Indenture.

                                        ----------------------------------------
                                        As Trustee


                                        By:
                                            ------------------------------------
                                            As Authenticating Agent


                                        By:
                                            ------------------------------------
                                            Authorized Officer

                                  ARTICLE VII.
                 HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CNAF

     SECTION 7.1. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

     In accordance with Section 312(a) of the Trust Indenture Act, CNAF will
furnish or cause to be furnished to the Trustee:

     (a) semi-annually, not more than 15 days after January 15 and July 15, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of such January 1 and July 1, and

     (b) such other times as the Trustee may request in writing, within 30 days
after the receipt by CNAF of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished, excluding from any such list names and addresses received by the
Trustee in its capacity as Securities Registrar.

     SECTION 7.2. PRESERVATION OF INFORMATION, COMMUNICATIONS TO HOLDERS.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

     (b) The rights of Holders to communicate with other Holders with respect to
their rights under this Junior Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with CNAF and the Trustee that neither CNAF nor the Trustee nor any agent of
either of them shall be held accountable by reason of the disclosure of
information as to the names and addresses of the Holders made pursuant to the
Trust Indenture Act.


                                       52

     SECTION 7.3. REPORTS BY TRUSTEE.

     (a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Junior Indenture as may be required pursuant
to the Trust Indenture Act, at the times and in the manner provided pursuant
thereto.

     (b) Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than July 15 in each calendar year,
commencing with the first July 15 after the first issuance of Securities under
this Junior Indenture.

     (c) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Securities are listed and also with the Commission. CNAF will notify the
Trustee whenever the Securities are listed on any stock exchange.

     SECTION 7.4. REPORTS BY CNAF.

     CNAF shall file with the Trustee and with the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided in the Trust Indenture Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
shall be filed with the Trustee within 15 days after the same is required to be
filed with the Commission. Notwithstanding that CNAF may not be required to
remain subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, CNAF shall continue to file with the Commission
and provide the Trustee with the annual reports and the information, documents
and other reports which are specified in Sections 13 and 15(d) of the Securities
Exchange Act of 1934. CNAF also shall comply with the other provisions of Trust
Indenture Act Section 314(a).

                                  ARTICLE VIII.
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 8.1. CNAF MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

     CNAF shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets as an entirety or substantially as
an entirety to any Person, and no Person shall consolidate with or merge into
CNAF or convey, transfer or lease its properties and assets substantially as an
entirety to CNAF, unless:

     (1) In case CNAF shall consolidate with or merge into another Person or
convey, transfer or lease its properties and assets substantially as an entirety
to another Person, the corporation formed by such consolidation or into which
CNAF is merged or the Person which acquires by conveyance or transfer, or which
leases, the properties and assets of CNAF as an entirety or substantially as an
entirety shall be a corporation, partnership or trust organized and existing
under the laws of the United States of America or any State or the District of
Columbia,


                                       53

and shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest
(including any Additional Interest and Additional Sums) on all the Securities
and the performance of every covenant of this Junior Indenture on the part of
CNAF to be performed or observed;

     (2) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing;

     (3) in the case of the Securities of a series issued to a CNA Capital
Trust, such consolidation, merger, conveyance, transfer or lease is permitted
under the related Trust Agreement and CNAF Guarantee and does not give rise to
any breach or violation of the related Trust Agreement or CNAF Guarantee; and

     (4) CNAF has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel each stating that such consolidation, merger, conveyance,
transfer or lease and any such supplemental indenture complies with this Article
and that all conditions precedent herein provided for relating to such
transaction have been complied with; and the Trustee, subject to Section 6.1,
may rely upon such Officers' Certificate and Opinion of Counsel as conclusive
evidence that such transaction complies with this Section 8.1.

     SECTION 8.2. SUCCESSOR PERSON SUBSTITUTED.

     Upon any consolidation or merger by CNAF with or into any other Person, or
any conveyance, transfer or lease by CNAF of its properties and assets as an
entirety or substantially as an entirety to any Person in accordance with
Section 8.1, the successor Person formed by such consolidation or into which
CNAF is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
CNAF under this Junior Indenture with the same effect as if such successor
Person had been named as CNAF herein; and thereafter, except in the case of a
lease, CNAF shall be discharged from all obligations and covenants under the
Junior Indenture and the Securities and may be dissolved and liquidated.

     A successor Person may cause to be signed, and may issue either in its own
name or in the name of CNAF, any or all of the Securities issuable hereunder
which theretofore shall not have been signed by CNAF and delivered to the
Trustee; and, upon the order of such successor Person instead of CNAF and
subject to all the terms, conditions and limitations in this Junior Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities
which previously shall have been signed and delivered by the officers of CNAF to
the Trustee for authentication pursuant to such provisions and any Securities
which such successor Person thereafter shall cause to be signed and delivered to
the Trustee on its behalf for the purpose pursuant to such provisions. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Junior Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Junior Indenture as though all of such
Securities had been issued at the date of the execution hereof.


                                       54

     In case of any such consolidation, merger, sale, conveyance or lease, such
changes in phraseology and form may be made in the Securities thereafter to be
issued as may be appropriate.

                                   ARTICLE IX.
                             SUPPLEMENTAL INDENTURES

     SECTION 9.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

     Without the consent of any Holders, CNAF, when authorized by or pursuant to
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:

     (1) to evidence the succession of another Person to CNAF, and the
assumption by any such successor of the covenants of CNAF herein and in the
Securities contained; or

     (2) to convey, transfer, assign, mortgage or pledge any property to or with
the Trustee or to surrender any right or power herein conferred upon CNAF; or

     (3) to establish the form or terms of Securities of any series as permitted
by Sections 2.1 or 3.1; or

     (4) to add to the covenants of CNAF for the benefit of the Holders of all
or any series of Securities (and if such covenants are to be for the benefit of
less than all series of Securities, stating that such covenants are expressly
being included solely for the benefit of such series); or

     (5) to add any additional Events of Default for the benefit of the Holders
of all or any series of Securities (and if such Events of Default are to be for
the benefit of less than all series of Securities, stating that such Events of
Default are expressly being included solely for the benefit of such series); or

     (6) to change or eliminate any provision of this Junior Indenture, provided
that any such change or elimination shall become effective only when there is no
Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision; or

     (7) to cure any ambiguity, to correct or supplement any provision herein
which may be inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Junior
Indenture, provided that any action pursuant to this clause (7) shall not
materially adversely affect the interest of the Holders of Securities of any
series or, in the case of the Securities of a series issued to a CNA Capital
Trust and for so long as any of the corresponding series of Preferred Securities
shall remain outstanding, the holders of such Preferred Securities; or


                                       55

     (8) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Junior Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11(b); or

     (9) to comply with the requirements of the Commission in order to effect or
maintain the qualification of this Junior Indenture under the Trust Indenture
Act.

     SECTION 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

     With the consent of the Holders of a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to CNAF and the Trustee, CNAF, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Junior Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Junior Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

     (1) except to the extent permitted by Section 3.11 or 3.14 or as otherwise
specified as contemplated by Section 2.1 or 2.1 with respect to the deferral of
the payment of interest on the Securities of any series, change the Stated
Maturity of the principal of, or any installment of interest (including any
Additional Interest or Additional Sums) on, any such Security, or reduce the
principal amount thereof or the rate (or manner of calculation) of interest
thereon or change any provision regarding the redemption thereof, or reduce the
amount of principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or
change the place of payment where, or the coin or currency in which, the
principal of, or interest (or premium, if any) on, any such Security is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date) or the conversion or exchange of any such Security in
accordance with the terms thereof to the extent applicable, or

     (2) reduce the percentage in principal amount of the Outstanding Securities
of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Junior Indenture or
certain defaults hereunder and their consequences) contemplated under in this
Junior Indenture, or

     (3) modify any of the provisions of this Section, Section 5.13 or Section
10.5, except to increase any such percentage or to provide that certain other
provisions of this Junior Indenture cannot be modified or waived without the
consent of the Holder of each Security affected thereby; or


                                       56

     (4) modify the provisions in Article Thirteen of this Junior Indenture with
respect to the subordination of Outstanding Securities of any series in a manner
adverse to the Holders thereof;

provided that, in the case of the Securities of a series held of record by a CNA
Capital Trust, so long as any of the corresponding series of Preferred
Securities remains outstanding, no such amendment shall be made, without the
prior consent of the holders of a majority of the aggregate liquidation amount
of such Preferred Securities then outstanding; and provided further that in the
case of the Securities of a series held of record by a CNA Capital Trust, so
long as any of the corresponding series of Preferred Securities remain
outstanding, if the consent of the Holder of each Outstanding Security affected
thereby is required, no amendment shall be made without the prior consent of the
holders of each Preferred Security then outstanding.

     A supplemental indenture that changes or eliminates any covenant or other
provision of this Junior Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Junior Indenture of the Holders of Securities of any other series.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     SECTION 9.3. EXECUTION OF SUPPLEMENTAL INDENTURES.

     In executing or accepting the additional trusts created by any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Junior Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Junior Indenture and
that all conditions precedent have been complied with. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Junior
Indenture or otherwise.

     SECTION 9.4. EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture under this Article Nine or
delivery to the Trustee of the Officers' Certificate pursuant to Section 3.1
hereof (which Officers' Certificate shall have the effect of a supplemental
indenture for all purposes hereunder), this Junior Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Junior Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

     SECTION 9.5. CONFORMITY WITH TRUST INDENTURE ACT.

     Every supplemental indenture executed pursuant to this Article Nine and
every Officers' Certificate delivered to the Trustee pursuant to Section 3.1
hereof shall conform to the requirements of the Trust Indenture Act as then in
effect.


                                       57

     SECTION 9.6. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

     Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article Nine or delivery to the Trustee
of the Officers' Certificate pursuant to Section 3.1 hereof (which Officers
Certificate shall have the effect of a supplemental indenture for all purposes
hereunder) may, and shall if required by CNAF, bear a notation in form approved
by CNAF as to any matter provided for in such supplemental indenture or such
Officers' Certificate. If CNAF shall so determine, new Securities of any series
so modified as to conform, in the opinion of CNAF, to any such supplemental
indenture or such Officers' Certificate may be prepared and executed by CNAF and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

                                   ARTICLE X.
                                    COVENANTS

     SECTION 10.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     CNAF covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest (including Additional Interest and Additional Sums) on the
Securities of that series in accordance with the terms of such Securities and
this Junior Indenture.

     SECTION 10.2. MAINTENANCE OF OFFICE OR AGENCY.

     CNAF will maintain in each Place of Payment for any series an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities may be surrendered for transfer or exchange, where
Securities of that series that are convertible or exchangeable may be
surrendered for conversion or exchange, as applicable, and where notices and
demands to or upon CNAF in respect of the Securities and this Junior Indenture
may be served. CNAF initially appoints the Trustee, acting through its Corporate
Trust Office, as its agent for said purposes. CNAF will give prompt written
notice to the Trustee of any change in the location of any such office or
agency. If at any time CNAF shall fail to maintain such office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and CNAF hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

     CNAF may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all of
such purposes, and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve CNAF
of its obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. CNAF will give prompt written notice
to the Trustee of any such designation and any change in the location of any
such office or agency.


                                       58

     SECTION 10.3. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

     If CNAF shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest and other amounts on any of the Securities of
such series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
and other amounts so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided, and will promptly notify the
Trustee of its failure so to act.

     Whenever CNAF shall have one or more Paying Agents, it will, prior to 10:00
a.m. New York City time on each due date of the principal of (and premium, if
any) or interest and other amounts on any Securities, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest
and other amounts so becoming due, such sum to be held in trust for the benefit
of the Persons entitled to such principal (and premium, if any) or interest and
other amounts, and (unless such Paying Agent is the Trustee) CNAF will promptly
notify the Trustee of its failure so to act.

     CNAF will cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section 10.3, that such Paying
Agent will:

     (a) hold all sums held by it for the payment of the principal of (and
premium, if any) or interest and other amounts on Securities in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;

     (b) give the Trustee notice of any default by CNAF (or any other obligor
upon the Securities) in the making of any payment of principal (and premium, if
any) or interest or any other amounts payable hereunder;

     (c) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent; and

     (d) comply with the provisions of the Trust Indenture Act applicable to it
as a Paying Agent.

     CNAF may at any time, for the purpose of obtaining the satisfaction and
discharge of this Junior Indenture or for any other purpose, pay, or by CNAF
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
CNAF or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by CNAF or such Paying Agent;
and, upon such payment by CNAF or any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such sums.

     Except as provided in the Securities of any series, any money deposited
with the Trustee or any Paying Agent, or then held by CNAF, in trust for the
payment of the principal of (and premium, if any) or interest or any other
amounts on any Security and remaining unclaimed for two years after such
principal (and premium, if any) or interest or any other amounts has become


                                       59

due and payable shall (unless otherwise required by mandatory provision of
applicable escheat or abandoned or unclaimed property law) be paid on CNAF
Request to CNAF, or (if then held by CNAF) shall (unless otherwise required by
mandatory provision of applicable escheat or abandoned or unclaimed property
law) be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to CNAF for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of CNAF as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of CNAF cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, the City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to CNAF.

     SECTION 10.4. STATEMENT AS TO COMPLIANCE.

     CNAF shall deliver to the Trustee, within 120 days after the end of each
calendar year of CNAF ending after the date hereof, an Officers' Certificate
covering the preceding calendar year, stating whether or not to the best
knowledge of the signers thereof CNAF is in default in the performance,
observance or fulfillment of or compliance with any of the terms, provisions,
covenants and conditions of this Junior Indenture and, if CNAF shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge. For the purpose of this Section 10.4, compliance shall
be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Junior Indenture.

     SECTION 10.5. WAIVER OF CERTAIN COVENANTS.

     CNAF may omit in any particular instance to comply with any covenant or
condition as specified as contemplated by Section 3.1, 9.1(c) or 9.1(d) with
respect to the Securities of any series, if before or after the time for such
compliance the Holders of a majority in principal amount of the Outstanding
Securities of such series (or in the case of Securities of a series held of
record by a CNA Capital Trust, the holders of a majority of the aggregate
liquidation amount of the Preferred Securities of the corresponding series)
shall either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of CNAF in
respect of any such covenant or condition shall remain in full force and effect.

     SECTION 10.6. ADDITIONAL SUMS.

     In the case of the Securities of a series issued to a CNA Capital Trust,
except as otherwise specified as contemplated by Section 3.1, in the event that
(i) a Property Trustee on behalf of a CNA Capital Trust is the Holder of all of
the Outstanding Securities of such series and (ii) a Tax Event in respect of
such CNA Capital Trust shall have occurred and be continuing, CNAF shall pay to
such CNA Capital Trust (and its permitted successors or assigns under the
related Trust Agreement), for so long as such CNA Capital Trust (or its
permitted successor or assignee) is the Holder of any Securities of such series,
such additional amounts as may be necessary in order


                                       60

that the amount of distributions (including any Additional Amounts (as defined
in the Trust Agreement)) then due and payable by such CNA Capital Trust on the
related Preferred Securities and Common Securities that at any time remain
outstanding in accordance with the terms thereof shall not be reduced as a
result of any Additional Taxes (the "Additional Sums"). Whenever in this Junior
Indenture or the Securities there is a reference in any context to the payment
of principal of or interest on the Securities, such mention shall be deemed to
include mention of the payments of the Additional Sums provided for in this
paragraph to the extent that, in such context, Additional Sums are, were or
would be payable in respect thereof pursuant to the provisions of this paragraph
and express mention of the payment of Additional Sums (if applicable) in any
provisions hereof shall not be construed as excluding Additional Sums in those
provisions hereof where such express mention is not made; provided, however,
that the deferral of the payment of interest pursuant to Section 3.11 or the
Securities shall not extend the payment of any Additional Sums that may be due
and payable.

     SECTION 10.7. ADDITIONAL COVENANTS.

     CNAF covenants and agrees with each Holder of Securities of a series issued
to a CNA Capital Trust that it will not, and it will not permit any Subsidiary
of CNAF to, (a) declare or pay any dividends or distributions on, or redeem
purchase, acquire or make a liquidation payment with respect to, any shares of
CNAF's capital stock (which includes common and preferred stock), or (b) make
any payment of principal of, or interest or premium, if any, on, or repay,
repurchase or redeem any debt securities of CNAF (including securities other
than the Securities of such series) that rank pari passu in all respects with or
junior to the Securities of such series or (c) make any guarantee payments with
respect to any guarantee by CNAF of debt securities of any subsidiary of CNAF if
such guarantee ranks pari passu in all respects with or junior to the Securities
(other than (1) dividends or distributions in Common Stock of CNAF, (2) payments
under the related CNAF Guarantee, (3) purchases of Common Stock related to the
issuance of Common Stock under any of CNAF's benefit plans for its directors,
officers or employees), and (4) any declaration of a dividend in connection with
the implementation of a stockholder's rights plan, or issuance of stock under
any such plan in the future or a redemption or repurchase of any such rights
pursuant thereto) if at such time (i) there shall have occurred any event of
which CNAF has actual knowledge that (a) with the giving of notice or the lapse
of time or both, would constitute an Event of Default hereunder and (b) in
respect of which CNAF shall not have taken reasonable steps to cure, (ii) CNAF
shall be in default with respect to its payment of any obligations under the
related CNAF Guarantee or (iii) CNAF shall have given notice of its election to
begin an Extension Period as provided herein and shall not have rescinded such
notice, or such Extension Period, or any extension thereof, shall be continuing.

     CNAF also covenants and agrees with each Holder of Securities of a series
issued to a CNA Capital Trust (i) to maintain directly or indirectly 100%
ownership of the Common Securities of such CNA Capital Trust; provided, however,
that any permitted successor of CNAF hereunder may succeed to CNAF's ownership
of such Common Securities, (ii) not to voluntarily terminate, wind-up or
liquidate such CNA Capital Trust, except in connection with (a) a distribution
of the Securities of such series to the holders of Preferred Securities in
liquidation of such CNA Capital Trust, (b) the redemption of the Preferred
Securities, or (c) certain mergers, consolidations or amalgamations in each case
as permitted by the related Trust Agreement and (iii) to use its reasonable
efforts, consistent with the terms and provisions of such Trust


                                       61

Agreement, to cause (a) such CNA Capital Trust to remain classified as a grantor
trust and not an association taxable as a corporation for United States federal
income tax purposes or (b) each holder of Preferred Securities to be treated as
owning an undivided beneficial interest in the Securities.

                                  ARTICLE XI.
                            REDEMPTION OF SECURITIES

     SECTION 11.1. APPLICABILITY OF THIS ARTICLE.

     Securities of any series which are redeemable before the stated maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.1 for Securities of any series) in
accordance with this Article.

     SECTION 11.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of CNAF to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of
CNAF of less than all of the Securities of any particular series and having the
same terms, CNAF shall, not less than 45 nor more than 60 days prior to the date
fixed for redemption (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such date and of the principal amount of
Securities of that series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities, CNAF shall furnish the Trustee with an
Officers' Certificate and an Opinion of Counsel evidencing compliance with such
restriction.

     SECTION 11.3. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series, provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

     The Trustee shall promptly notify CNAF in writing of the Securities
selected for partial redemption and the principal amount thereof to be redeemed.
For all purposes of this Junior Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the


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portion of the principal amount of such Security which has been or is to be
redeemed. If CNAF shall so direct, Securities registered in the name of CNAF,
any Affiliate or any Subsidiary thereof shall not be included in the Securities
selected for redemption.

     SECTION 11.4. NOTICE OF REDEMPTION.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not later than the thirtieth day, and not earlier than the sixtieth day,
prior to the date fixed for redemption, to each Holder of Securities to be
redeemed, at the address of such Holder as it appears in the Securities
Register.

     With respect to Securities of each series to be redeemed, each notice of
redemption shall state:

     (a) the Redemption Date;

     (b) the Redemption Price;

     (c) if less than all Outstanding Securities of such particular series and
having the same terms are to be redeemed, the identification (and, in the case
of partial redemption, the respective principal amounts) of the particular
Securities to be redeemed;

     (d) that on the Redemption Date, the Redemption Price will become due and
payable upon each such Security or portion thereof, and that interest thereon,
if any, shall cease to accrue on and after said date;

     (e) the place or places where such Securities are to be surrendered for
payment of the Redemption Price; and

     (f) that the redemption is for a sinking fund, if such is the case.

     Notice of redemption of Securities to be redeemed at the election of CNAF
shall be given by CNAF or, at CNAF's request, by the Trustee in the name and at
the expense of CNAF and shall not be irrevocable. The notice if mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice. In any case, a failure to give
such notice by mail or any defect in the notice to the Holder of any Security
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Security.

     SECTION 11.5. DEPOSIT OF REDEMPTION PRICE.

     Prior to 10:00 a.m. New York City time on the Redemption Date specified in
the notice of redemption given as provided in Section 11.4, CNAF will deposit
with the Trustee or with one or more Paying Agents (or if CNAF is acting as its
own Paying Agent, the Company will segregate and hold in trust as provided in
Section 10.3) an amount of money sufficient to redeem on the Redemption Date all
the Securities so called for redemption at the applicable Redemption Price,
together with any accrued interest (including Additional Interest) to the
Redemption Date.


                                       63

     SECTION 11.6. PAYMENT OF SECURITIES CALLED FOR REDEMPTION.

     If any notice of redemption has been given as provided in Section 11.4, the
Securities or portion of Securities with respect to which such notice has been
given shall become due and payable on the date and at the place or places stated
in such notice at the applicable Redemption Price. On presentation and surrender
of such Securities at a Place of Payment in said notice specified, the said
securities or the specified portions thereof shall be paid and redeemed by CNAF
at the applicable Redemption Price together with any accrued interest (including
Additional Interest) to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.1, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.7.

     Upon presentation of any Security redeemed in part only, CNAF shall execute
and the Trustee shall authenticate and deliver to the Holder thereof, at the
expense of CNAF, a new Security or Securities of the same series, of authorized
denominations, in aggregate principal amount equal to the unredeemed portion of
the Security so presented and having the same Original Issue Date, Stated
Maturity and other terms. If a Global Security is so surrendered, such new
Security will also be a new Global Security.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal of and premium, if any, (and, to the
extent legally enforceable, interest) on such Security shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

     SECTION 11.7. CNAF'S RIGHT OF REDEMPTION.

     (a) Unless otherwise specified as contemplated by Section 3.1 with respect
to the Securities of a particular series and notwithstanding any additional
redemption rights that may be so specified, CNAF may, at its option, redeem the
Securities of any series after their date of issuance in whole at any time or in
part from time to time, subject to the provisions of this clause (a) and the
other provisions of this Article Eleven. Unless otherwise specified as
contemplated by Section 3.1 with respect to the Securities of a particular
series, the redemption price for any Security so redeemed pursuant to this
clause (a) shall be equal to 100% of the principal amount of such Securities
plus any accrued and unpaid interest, including any Additional Interest and
Additional Sums, to the date fixed for redemption. CNAF shall not redeem the
Securities in part unless all accrued and unpaid interest (including any
Additional Interest) has been paid in full on all Securities Outstanding for all
interest periods terminating on or prior to the Redemption Date.

     (b) In the case of the Securities of a series issued to a CNA Capital
Trust, except as otherwise specified as contemplated by Section 3.1, if a
Special Event in respect of such CNA Capital Trust shall occur and be
continuing, CNAF may, at its option, redeem the Securities of such series within
90 days of the occurrence of such Special Event, in whole but not in part,
subject to the provisions of this clause (b) and the other provisions of this
Article Eleven. The redemption price for any Security so redeemed pursuant to
this clause (b) shall be equal to 100%


                                       64

of the principal amount of such Securities then Outstanding plus accrued and
unpaid interest, including any Additional Interest and Additional Sums, to the
date fixed for redemption.

                                  ARTICLE XII.
                                  SINKING FUNDS

     SECTION 12.1. APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.1 for such Securities.

     The minimum amount of any sinking fund payment provided for by the terms of
any Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any sinking fund payment in excess of such minimum amount which is
permitted to be made by the terms of such Securities of any series is herein
referred to as an "optional sinking fund payment". If provided for by the terms
of any Securities of any series, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 12.2. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of such Securities.

     SECTION 12.2. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     In lieu of making all or any part of a mandatory sinking fund payment with
respect to any Securities of a series in cash, CNAF may at its option, at any
time no more than 16 months and no less than 45 days prior to the date on which
such sinking fund payment is due, deliver to the Trustee Securities of such
series (together with the unmatured Coupons, if any, appertaining thereto)
theretofore purchased or otherwise acquired by CNAF or apply Securities which
had been previously so delivered and cancelled pursuant to Section 3.9, or apply
Securities which have been converted, if applicable, except Securities of such
series that have been redeemed through the application of mandatory or optional
sinking fund payments pursuant to the terms of the Securities of such series,
accompanied by a CNAF Order instructing the Trustee to credit such obligations
and stating that the Securities of such series were originally issued by CNAF by
way of bona fide sale or other negotiation for value; provided that the
Securities to be so credited have not been previously so credited. The
Securities to be so credited shall be received and credited for such purpose by
the Trustee at the redemption price for such Securities, as specified in the
Securities so to be redeemed, for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     SECTION 12.3. REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, CNAF will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to Section
3.1) and the portion


                                       65

thereof, if any, which is to be satisfied by delivering and crediting Securities
pursuant to Section 12.2 and will also deliver to the Trustee any Securities to
be so delivered. Such Certificate shall be irrevocable and upon its delivery
CNAF shall be obligated to make the cash payment or payments therein referred
to, if any, on or before the succeeding sinking fund payment date. In the case
of the failure of CNAF to deliver such Certificate (or, as required by this
Junior Indenture, the Securities and coupons, if any, specified in such
Certificate), the sinking fund payment due on the succeeding sinking fund
payment date for such series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of the Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit securities as provided in Section 12.2 and without the right to make the
optional sinking fund payment with respect to such series at such time.

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made with respect
to the Securities of any particular series shall be applied by the Trustee (or
by CNAF if CNAF is acting as its own Paying Agent) on the sinking fund payment
date on which such payment is made (or, if such payment is made before a sinking
fund payment date, on the sinking fund payment date immediately following the
date of such payment) to the redemption of Securities of such series at the
redemption price specified in such Securities with respect to the sinking fund.
Any sinking fund moneys not so applied or allocated by the Trustee (or by CNAF
if CNAF is acting as its own Paying Agent, segregated and held in trust as
provided in Section 10.3) for such series and together with such payment (or
such amount so segregated) shall be applied in accordance with the provisions of
this Section 12.3. Any and all sinking fund moneys with respect to the
Securities of any particular series held by the Trustee (or if CNAF is acting as
its own Paying Agent, segregated and held in trust as provided in Section 10.3)
on the last sinking fund payment date with respect to Securities of such series
and not held for the payment or redemption of particular Securities of such
series shall be applied by the Trustee (or by CNAF if CNAF is acting as its own
Paying Agent), together with other moneys, if necessary, to be deposited (or
segregated) sufficient for the purpose, to the payment of the principal of the
Securities of such series at Maturity. The Trustee shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 11.3 and cause notice of the redemption thereof to be given in the name
of and at the expense of CNAF in the manner provided in Section 11.4. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Section 11.6. On or before each
sinking fund payment date, CNAF shall pay to the Trustee (or, if CNAF is acting
as its own Paying Agent, CNAF shall segregate and hold in trust as provided in
Section 10.3) in cash a sum in the currency in which Securities of such series
are payable (except as provided pursuant to Section 3.1) equal to the principal
and any interest accrued to the redemption date for Securities or portions
thereof to be redeemed on such sinking fund payment date pursuant to this
Section 12.3.

     Neither the Trustee nor CNAF shall redeem any Securities of a series with
sinking fund moneys or mail any notice of redemption of Securities of such
series by operation of the sinking fund for such series during the continuance
of a default in payment of interest, if any, on any Securities of such series or
of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph) with respect to the Securities of such series,
except that if the notice of redemption shall have been provided in accordance
with the provisions hereof, the Trustee (or CNAF if CNAF is then acting as its
own Paying Agent) shall redeem such Securities


                                       66

if cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by CNAF) for that purpose in accordance with the terms of this
Article Twelve. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and any
moneys thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of the
Securities and coupons, if any, of such series; provided, however, that in case
such default or Event of Default shall have been cured or waived herein, such
moneys shall thereafter be applied on the next sinking fund payment date for the
Securities of such series on which such moneys may be applied pursuant to the
provisions of this Section 12.3.

                                  ARTICLE XIII.
                           SUBORDINATION OF SECURITIES

     SECTION 13.1. SECURITIES SUBORDINATE TO SENIOR DEBT.

     CNAF covenants and agrees, and each Holder of a Security, by its acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article Thirteen, the payment of the principal of
(and premium, if any) and interest (including any Additional Interest and
Additional Sums) on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
amounts then due and payable in respect of all Senior Debt.

     SECTION 13.2. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to CNAF (each such event, if any, herein sometimes
referred to as a "Proceeding"), then the holders of Senior Debt shall be
entitled to receive payment in full of principal of (and premium, if any) and
interest, if any, on such Senior Debt, or provision shall be made for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt, before the Holders of the Securities are entitled to
receive or retain any payment or distribution of any kind or character, whether
in cash, property or securities (including any payment or distribution which may
be payable or deliverable by reason of the payment of any other Debt of CNAF
(including any series of the Securities) subordinated to the payment of the
Securities, such payment or distribution being hereinafter referred to as a
"Junior Subordinated Payment"), on account of principal of (or premium, if any)
or interest (including any Additional Interest and Additional Sums) on the
Securities and to that end the holders of Senior Debt shall be entitled to
receive, for application to the payment thereof, any payment or distribution of
any kind or character, whether in cash, property or securities, including any
Junior Subordinated Payment, which may be payable or deliverable in respect of
the Securities in any such Proceeding.

     In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of CNAF of any kind or character, whether in
cash, property or securities, including any Junior Subordinated Payment, before
all Senior Debt is paid in full or payment thereof is provided for in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior
Debt, and if such fact


                                       67

shall, at or prior to the time of such payment or distribution, have been made
known to the Trustee or, as the case may be, such Holder, then and in such event
such payment or distribution shall be paid over or delivered forthwith to the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent
or other Person making payment or distribution of assets of CNAF for application
to the payment of all Senior Debt remaining unpaid, to the extent necessary to
pay all Senior Debt in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

     For purposes of this Article only, the words "any payment or distribution
of any kind or character, whether in cash, property or securities" shall not be
deemed to include shares of stock of CNAF as reorganized or readjusted, or
securities of CNAF or any other corporation provided for by a plan of
reorganization or readjustment which securities are subordinated in right of
payment to all then outstanding Senior Debt to substantially the same extent as
the Securities are so subordinated as provided in this Article Thirteen. The
consolidation of CNAF with, or the merger of CNAF into, another Person or the
liquidation or dissolution of CNAF following the sale of all or substantially
all of its properties and assets as an entirety to another Person or the
liquidation or dissolution of CNAF following the sale of all or substantially
all of its properties and assets as an entirety to another Person upon the terms
and conditions set forth in Article Eight shall not be deemed a Proceeding for
the purposes of this Section 13.2 if the Person formed by such consolidation or
into which CNAF is merged or the Person which acquires by sale such properties
and assets as an entirety, as the case may be, shall, as a part of such
consolidation, merger, or sale comply with the conditions set forth in Article
Eight.

     SECTION 13.3. PRIOR PAYMENT TO SENIOR DEBT UPON ACCELERATION OF SECURITIES.

     In the event that any Securities are declared due and payable before their
Stated Maturity, then and in such event the holders of the Senior Debt
outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full of all amounts due on or in respect of such
Senior Debt (including any amounts due upon acceleration), or provision shall be
made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, before the Holders of the Securities
are entitled to receive any payment or distribution of any kind or character,
whether in cash, properties or securities (including any Junior Subordinated
Payment) by CNAF on account of the principal of (or premium, if any) or interest
(including any Additional Interest and Additional Sums) on the Securities or on
account of the purchase or other acquisition of Securities by CNAF or any
Subsidiary; provided, however, that nothing in this Section 13.3 shall prevent
the satisfaction of any sinking fund payment in accordance with this Junior
Indenture or as otherwise specified as contemplated by Section 3.1 for the
Securities of any series by delivering and crediting pursuant to Section 12.2 or
as otherwise specified as contemplated by Section 3.1 for the Securities of any
series Securities which have been acquired (upon redemption or otherwise) prior
to such declaration of acceleration.

     In the event that, notwithstanding the foregoing, CNAF shall make any
payment to the Trustee or the Holder of any Security prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of
such payment, have been made known to the Trustee


                                       68

or, as the case may be, such Holder, then and in such event such payment shall
be paid over and delivered forthwith to CNAF.

     The provisions of this Section 13.3 shall not apply to any payment with
respect to which Section 13.2 would be applicable.

     SECTION 13.4. NO PAYMENT WHEN SENIOR DEBT IN DEFAULT.

     (a) In the event and during the continuation of any default in the payment
of principal of (or premium, if any) or interest on any Senior Debt, or in the
event that any event of default with respect to any Senior Debt shall have
occurred and be continuing and shall have resulted in such Senior Debt becoming
or being declared due and payable prior to the date on which it would otherwise
have become due and payable, unless and until such event of default shall have
been cured or waived or shall have ceased to exist and such acceleration shall
have been rescinded or annulled, or (b) in the event any proceeding shall be
pending with respect to any such default in payment or such event or default,
then no payment or distribution of any kind or character, or defeasance, whether
in cash, properties or securities (including any Junior Subordinated Payment)
shall be made by CNAF on account of principal of (or premium, if any) or
interest (including any Additional Interest), if any, on the Securities
provided, however, that nothing in this Section shall prevent the satisfaction
of any sinking fund payment in accordance with this Junior Indenture or as
otherwise specified as contemplated by Section 3.1 for the Securities of any
series by delivering and crediting pursuant to Section 12.2 or as otherwise
specified as contemplated by Section 3.1 for the Securities of any series
Securities which have been acquired (upon redemption or otherwise) prior to such
default in payment or event of default.

     In the event that, notwithstanding the foregoing, CNAF shall make any
payment to the Trustee or the Holder of any Security prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of
such payment, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment shall be paid over and delivered
forthwith to CNAF.

     The provisions of this Section 13.3 shall not apply to any payment with
respect to which Section 13.2 would be applicable.

     SECTION 13.5. PAYMENT PERMITTED IF NO DEFAULT.

     Nothing contained in this Article Thirteen or elsewhere in this Junior
Indenture or in any of the Securities shall prevent (a) CNAF, at any time except
during the pendency of any Proceeding referred to in Section 13.2 or under the
conditions described in Sections 13.3 and 13.4, from making payments at any time
of principal of (and premium, if any) or interest (including Additional Interest
and Additional Sums) on the Securities, or (b) the application by the Trustee of
any money or Government Obligations deposited with it hereunder to the payment
of or on account of the principal of (and premium, if any) or interest
(including any Additional Interest and Additional Sums) on the Securities or the
retention of such payment by the Holders, if, at the time of such application by
the Trustee, it did not have knowledge that such payment would have been
prohibited by the provisions of this Article Thirteen.


                                       69

     SECTION 13.6. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT.

     Subject to the payment in full of all Senior Debt, or the provision for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt, the Holders of the Securities shall be subrogated
to the extent of the payments or distributions made to the holders of such
Senior Debt pursuant to the provisions of this Article Thirteen (equally and
ratably with the holders of all indebtedness of CNAF which by its express terms
is subordinated to Senior Debt of CNAF to the same extent as the Securities are
subordinated to the Senior Debt and is entitled to like rights of subrogation by
reason of any payments or distributions made to holders of such Senior Debt) to
the rights of the holders of such Senior Debt to receive payments and
distributions of cash, property and securities applicable to the Senior Debt
until the principal of (and premium, if any) and interest on the Securities
shall be paid in full. For purposes of such subrogation or assignment, no
payments or distributions to the holders of the Senior Debt of any cash,
property or securities to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article, and no payments
over pursuant to the provisions of this Article to the holders of Senior Debt by
Holders of the Securities or the Trustee, shall, as among CNAF, its creditors
other than holders of Senior Debt, and the Holders of the Securities, be deemed
to be a payment or distribution by CNAF to or on account of the Senior Debt.

     SECTION 13.7. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

     The provisions of this Article Thirteen are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand. Nothing contained in
this Article or elsewhere in this Junior Indenture or in the Securities is
intended to or shall (a) impair, as between CNAF and the Holders of the
Securities, the obligations of CNAF, which are absolute and unconditional, to
pay to the Holders of the Securities the principal of (and premium, if any) and
interest (including any Additional Interest and Additional Sums) on the
Securities as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against CNAF of the Holders of
the Securities and creditors of CNAF other than their rights in relation to the
holders of Senior Debt; or (c) prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Junior Indenture, including, without limitation, filing and voting
claims in any Proceeding, subject to the rights, if any, under this Article
Thirteen of the holders of Senior Debt to receive cash, property and securities
otherwise payable or deliverable to the Trustee or such Holder.

     SECTION 13.8. TRUSTEE TO EFFECTUATE SUBORDINATION.

     Each Holder of a Security by his or her acceptance thereof authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to acknowledge or effectuate the subordination provided in this
Article and appoints the Trustee his or her attorney-in-fact for any and all
such purposes.


                                       70

     SECTION 13.9. NO WAIVER OF SUBORDINATION PROVISIONS.

     No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of CNAF or by any act or
failure to act, in good faith, by any such holder, or by any noncompliance by
CNAF with the terms, provisions and covenants of this Junior Indenture,
regardless of any knowledge thereof that any such holder may have or be
otherwise charged with.

     Without in any way limiting the generality of the immediately preceding
paragraph, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
Thirteen or the obligations hereunder of the Holders of the Securities to the
holders of Senior Debt, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt
or any instrument evidencing the same or any agreement under which Senior Debt
is outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person
liable in any manner for the collection of Senior Debt; and (iv) exercise or
refrain from exercising any rights against CNAF and any other Person.

     SECTION 13.10. NOTICE TO TRUSTEE.

     CNAF shall give prompt written notice to the Trustee of any fact known to
CNAF which would prohibit the making of any payment to or by the Trustee in
respect of the Securities. Notwithstanding the provisions of this Article
Thirteen or any other provision of this Junior Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from CNAF or a
holder of Senior Debt or from any trustee, agent or representative therefor
(whether or not the facts contained in such notice are true); provided, however,
that if the Trustee shall not have received the notice provided for in this
Section 13.10 at least two Business Days prior to the date upon which by the
terms hereof any monies may become payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest
(including any Additional Interest) on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such monies and to apply the same to the purpose for which
they were received and shall not be affected by any notice to the contrary which
may be received by it within two Business Days prior to such date.

     SECTION 13.11. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.

     Upon any payment or distribution of assets of CNAF referred to in this
Article Thirteen, the Trustee, subject to the provisions of Article Six, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which a Proceeding is pending,
or a certificate of the trustee in bankruptcy, receiver, liquidating trustee,


                                       71

custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the Senior Debt and other
indebtedness of CNAF, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article Thirteen.

     SECTION 13.12. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.

     The Trustee, in its capacity as trustee under this Junior Indenture, shall
not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall
not be liable to any such holders if it shall in good faith mistakenly pay over
or distribute to Holders of Securities or to CNAF or to any other Person cash,
property or securities to which any holders of Senior Debt shall be entitled by
virtue of this Article or otherwise.

     SECTION 13.13. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT; PRESERVATION OF
TRUSTEE'S RIGHTS.

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article Thirteen with respect to any Senior Debt which may at
any time be held by it, to the same extent as any other holder of Senior Debt,
and nothing in this Junior Indenture shall deprive the Trustee of any of its
rights as such holder. The Trustee's rights under Section 6.7 and Section 5.6
are not subject to the provisions of this Article.

     SECTION 13.14. ARTICLE APPLICABLE TO PAYING AGENTS.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by CNAF and be then acting hereunder, the term "Trustee" as used in
this Article Thirteen shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee.

     SECTION 13.15. CERTAIN CONVERSIONS OR EXCHANGES.

     For the purposes of this Article Thirteen only, (a) the issuance and
delivery of junior securities upon conversion or exchange of Securities shall
not be deemed to constitute a payment or distribution on account of the
principal of (or premium, if any) or interest (including any Additional Interest
and Additional Sums) on Securities and (b) the payment, issuance or delivery of
cash, property or securities (other than junior securities) upon conversion or
exchange of a Security shall be deemed to constitute payment on account of the
principal of such security. For the purposes of this Section 13.15, the term
"junior securities" means (i) shares of any capital stock of any class of CNAF
or (ii) securities of CNAF which are subordinated in right of payment to all
Senior Debt which may be outstanding at the time of issuance or delivery of such
securities to the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article Thirteen.

                                     * * * *


                                       72

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Junior Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                        CNA FINANCIAL CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

Attest:

- -------------------------------------


                                        J. P. MORGAN TRUST COMPANY,
                                        NATIONAL ASSOCIATION as Junior
                                        Indenture Trustee


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       73

EX-4.7

                                                                     EXHIBIT 4.7

                CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST
                                       OF
                             CNA FINANCIAL CAPITAL I

1.)      The name of the statutory trust (the "Trust") is:

                             CNA Financial Capital I

2.)      Article 2 of the Certificate of Trust of the Trust is hereby amended to
read in its entirety as follows:

         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 Chase
Bank USA, National Association, Attn: Worldwide Securities Services, 500 Stanton
Christiana Road, 3/Ops 4, Newark, Delaware 19713.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment to Certificate of Trust of the Trust this 11th day of August, 2005.



                                           CHASE BANK USA, NATIONAL ASSOCIATION,
                                           not in its individual capacity but
                                           solely as Trustee


                                           By: /s/ John J. Cashin
                                               ---------------------------------
                                               Name:  John J. Cashin
                                               Title:  Vice President

EX-4.8

                                                                     EXHIBIT 4.8

                      AMENDED AND RESTATED TRUST AGREEMENT

         THIS AMENDED AND RESTATED TRUST AGREEMENT ("Trust Agreement"), dated as
of August 12, 2005, between CNA Financial Corporation, a Delaware corporation
("Depositor"), and D. Craig Mense, Dennis R. Hemme, J. P. Morgan Trust Company,
National Association, a national banking corporation, not individually but
solely in its capacity as trustee, and Chase Bank USA, National Association, a
national banking association, not individually but solely in its capacity as
trustee (collectively, "Trustees" and, a "Trustee"). Depositor and Trustees
hereby agree as follows:

         1. A Trust Agreement (the "Original Trust Agreement"), dated as of
December 23, 1998, was entered into between Depositor and Pamela S. Dempsey,
Donald P. Lofe, Jr., The First National Bank of Chicago, a national banking
association, and First Chicago Delaware Inc., a Delaware corporation (the
"Original Trustees"), creating the trust known as CNA Financial Capital I (the
"Trust").

         2. The Original Trustees, as authorized under the Original Trust
Agreement, filed a Certificate of Trust for the Trust with the Office of the
Secretary of State of the State of Delaware on December 23, 1998.

         3. By their execution of this Trust Agreement, Depositor and Trustees
wish to amend and restate the Original Trust Agreement in its entirety and set
forth the terms and conditions of the Trust, in which name Trustees or
Depositor, to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued.

         4. Depositor has assigned, transferred, conveyed and set over to
Trustees, the sum of Ten Dollars ($10.00) and such amount constitutes the
initial trust estate. The Trustees hereby acknowledge receipt of such amount
from Depositor and hereby declare that they will hold the initial trust estate
and any amounts subsequently added thereto for Depositor in accordance with this
Trust Agreement as it may be amended from time to time. It is the intention of
the parties hereto that the Trust created hereby constitute a business trust
under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. ss.3801 et seq.
(the "Delaware Business Trust Act") and that this document constitutes the
governing instrument of the Trust. Each Trustee is hereby authorized and
directed to execute and file a Certificate of Amendment to the Trust's
Certificate of Trust with the Office of the Secretary of State of the State of
Delaware in accordance with the provisions of the Delaware Business Trust Act.

         5. Depositor and Trustees will enter into a second amended and restated
Trust Agreement ("Amended and Restated Trust Agreement"), satisfactory to each
such party, to provide for administration of the Trust created hereby and
issuance by the Trust of preferred securities ("Preferred Securities") and
common securities ("Common Securities"). Except as otherwise required by
applicable law or as may be necessary to obtain any licenses, consents or
approvals required by applicable law or otherwise, prior to the execution and
delivery of the Amended and Restated Trust Agreement, Trustees shall not have
any duty or obligation hereunder or with respect to the initial trust estate.



         6. Depositor and Trustees hereby authorize and direct Depositor, as the
sponsor of the Trust, (i) to file with the Securities and Exchange Commission
(the "Commission") and execute, in each case on behalf of the Trust, (a) a
registration statement on Commission Form S-3 (the "1933 Act Registration
Statement"), including any pre-effective or post-effective amendments to the
1933 Act Registration Statement (including the prospectus and the exhibits
contained therein), relating to the registration under the Securities Act of
1933, as amended, of the Preferred Securities of the Trust and certain other
securities, and (b) a Registration Statement on Commission Form 8-A (the "1934
Act Registration Statement"), including any pre-effective and post-effective
amendments thereto, relating to the registration of the Preferred Securities of
the Trust under Section 12(b) of the Securities Exchange Act of 1934, as
amended; (ii) to file with the New York Stock Exchange (the "Exchange") and
execute on behalf of the Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on the Exchange;
(iii) to file and execute on behalf of the Trust such applications, reports,
surety bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as shall be necessary or desirable to
register the Preferred Securities under the securities or "Blue Sky" laws of any
jurisdiction where Preferred Securities will be offered, and to obtain any
permits under the insurance laws of such jurisdictions as the Depositor, on
behalf of the Trust, may deem necessary or desirable; and (iv) to execute, on
behalf of the Trust, one or more underwriting agreements with one or more
underwriters relating to the offering of the Preferred Securities. In the event,
and only in the event, that any filing referred to in clauses (i) through (iii)
above is required by the rules and regulations of the Commission, the Exchange,
or any other national stock exchange, or state securities or "Blue Sky" laws to
be executed on behalf of the Trust by the Trustees, then the Trustees, in their
capacities as Trustees of the Trust, are hereby authorized and directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing. In connection with all of the foregoing, Depositor and each Trustee,
solely in its capacity as a Trustee of the Trust, hereby constitutes and
appoints D. Craig Mense and Dennis R. Hemme, and each of them, as his, her or
its, as the case may be, true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for Depositor or in Depositor's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the 1933 Act Registration Statement and
the 1934 Act Registration Statement and to file with same, with all exhibits
thereto, and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as Depositor might or
could do in person. Depositor and Trustees hereby ratify and confirm all that
said attorneys-in-fact and agents or any of them, or their respective substitute
or substitutes, shall do or cause to be done by virtue hereof.

         7. Initially, there shall be four (4) trustees of the Trust. Thereafter
the number of trustees shall be such number as shall be fixed from time to time
by a written instrument signed by Depositor that may increase or decrease the
number of trustees; provided, however, that to the extent required by the
Delaware Business Trust Act, at all times one trustee shall either be a natural
person who is a resident of the State of Delaware or, if not a natural person,
an entity that has its principal place of business in the State of Delaware and
otherwise meets the requirements of ss.3807 of the Delaware Business Trust Act.
Subject to the foregoing, the Depositor is entitled


                                       2


to appoint or remove without cause any trustee at any time. A trustee may resign
upon thirty (30) days' prior notice to the Depositor.

         8.  Chase Bank USA, National Association, in its capacity as a Trustee,
shall not have any of the powers or duties of Trustees set forth herein (except
as may be required under the Delaware Business Trust Act) and shall be a Trustee
of the Trust for the sole purpose of satisfying the requirements of ss.3807 of
the Delaware Business Trust Act.

         9.  This Trust Agreement may be executed in one or more counterparts.

         10. This Agreement may be amended, in whole or in part, at any time and
from time to time, by written instrument signed by Depositor and all Trustees.

         11. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws of principles).

                            [Signature Page Follows]





                                       3

         IN WITNESS WHEREOF, the undersigned have executed this Trust Agreement
as of the date first written above.

                                        CNA FINANCIAL CORPORATION,
                                        as Depositor


                                        By: /s/ Robert M. Mann
                                           -------------------------------------
                                            Name:  Robert M. Mann
                                            Title: Senior Vice President


                                        By: /s/ Lawrence J. Boysen
                                           -------------------------------------
                                            Name:  Lawrence J. Boysen
                                            Title: Senior Vice President and
                                                   Corporate Controller

                                        J. P. MORGAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION,
                                        as Trustee


                                        By: /s/ George N. Reaves
                                           -------------------------------------
                                            Name:  George N. Reaves
                                            Title: Vice President

                                        CHASE BANK USA, NATIONAL ASSOCIATION,
                                        as Trustee


                                        By: /s/ John J. Cashin
                                           -------------------------------------
                                            Name:  John J. Cashin
                                            Title: Vice President


                                          /s/ D. Craig Mense
                                        ----------------------------------------
                                        D. Craig Mense,
                                        as Trustee


                                          /s/ Dennis R. Hemme
                                        ----------------------------------------
                                        Dennis R. Hemme,
                                        as Trustee




                                       4

EX-4.10

                                                                    EXHIBIT 4.10

                CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST
                                       OF
                            CNA FINANCIAL CAPITAL II

1.)      The name of the statutory trust (the "Trust") is:

                            CNA Financial Capital II

2.)      Article 2 of the Certificate of Trust of the Trust is hereby amended to
read in its entirety as follows:

         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 Chase
Bank USA, National Association, Attn: Worldwide Securities Services, 500 Stanton
Christiana Road, 3/Ops 4, Newark, Delaware 19713.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment to Certificate of Trust of the Trust this 11th day of August, 2005.



                                                     CHASE BANK USA, NATIONAL
                                                     ASSOCIATION, not in its
                                                     individual capacity but
                                                     solely as Trustee


                                                     By: /s/ John J.Cashin
                                                         -----------------------
                                                          Name:  John J. Cashin
                                                          Title:  Vice President

EX-4.11

                                                                    EXHIBIT 4.11

                      AMENDED AND RESTATED TRUST AGREEMENT

         THIS AMENDED AND RESTATED TRUST AGREEMENT ("Trust Agreement"), dated as
of August 12, 2005, between CNA Financial Corporation, a Delaware corporation
("Depositor"), and D. Craig Mense, Dennis R. Hemme, J. P. Morgan Trust Company,
National Association, a national banking corporation, not individually but
solely in its capacity as trustee, and Chase Bank USA, National Association, a
national banking association, not individually but solely in its capacity as
trustee (collectively, "Trustees" and, a "Trustee"). Depositor and Trustees
hereby agree as follows:

         1.  A Trust Agreement (the "Original Trust Agreement"), dated as of
December 23, 1998, was entered into between Depositor and Pamela S. Dempsey,
Donald P. Lofe, Jr., The First National Bank of Chicago, a national banking
association, and First Chicago Delaware Inc., a Delaware corporation (the
"Original Trustees"), creating the trust known as CNA Financial Capital II (the
"Trust").

         2.  The Original Trustees, as authorized under the Original Trust
Agreement, filed a Certificate of Trust for the Trust with the Office of the
Secretary of State of the State of Delaware on December 23, 1998.

         3.  By their execution of this Trust Agreement, Depositor and Trustees
wish to amend and restate the Original Trust Agreement in its entirety and set
forth the terms and conditions of the Trust, in which name Trustees or
Depositor, to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued.

         4.  Depositor has assigned, transferred, conveyed and set over to
Trustees, the sum of Ten Dollars ($10.00) and such amount constitutes the
initial trust estate. The Trustees hereby acknowledge receipt of such amount
from Depositor and hereby declare that they will hold the initial trust estate
and any amounts subsequently added thereto for Depositor in accordance with this
Trust Agreement as it may be amended from time to time. It is the intention of
the parties hereto that the Trust created hereby constitute a business trust
under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. ss.3801 et seq.
(the "Delaware Business Trust Act") and that this document constitutes the
governing instrument of the Trust. Each Trustee is hereby authorized and
directed to execute and file a Certificate of Amendment to the Trust's
Certificate of Trust with the Office of the Secretary of State of the State of
Delaware in accordance with the provisions of the Delaware Business Trust Act.

         5.  Depositor and Trustees will enter into a second amended and
restated Trust Agreement ("Amended and Restated Trust Agreement"), satisfactory
to each such party, to provide for administration of the Trust created hereby
and issuance by the Trust of preferred securities ("Preferred Securities") and
common securities ("Common Securities"). Except as otherwise required by
applicable law or as may be necessary to obtain any licenses, consents or
approvals required by applicable law or otherwise, prior to the execution and
delivery of the Amended and Restated Trust Agreement, Trustees shall not have
any duty or obligation hereunder or with respect to the initial trust estate.




         6.  Depositor and Trustees hereby authorize and direct Depositor, as
the sponsor of the Trust, (i) to file with the Securities and Exchange
Commission (the "Commission") and execute, in each case on behalf of the Trust,
(a) a registration statement on Commission Form S-3 (the "1933 Act Registration
Statement"), including any pre-effective or post-effective amendments to the
1933 Act Registration Statement (including the prospectus and the exhibits
contained therein), relating to the registration under the Securities Act of
1933, as amended, of the Preferred Securities of the Trust and certain other
securities, and (b) a Registration Statement on Commission Form 8-A (the "1934
Act Registration Statement"), including any pre-effective and post-effective
amendments thereto, relating to the registration of the Preferred Securities of
the Trust under Section 12(b) of the Securities Exchange Act of 1934, as
amended; (ii) to file with the New York Stock Exchange (the "Exchange") and
execute on behalf of the Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on the Exchange;
(iii) to file and execute on behalf of the Trust such applications, reports,
surety bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as shall be necessary or desirable to
register the Preferred Securities under the securities or "Blue Sky" laws of any
jurisdiction where Preferred Securities will be offered, and to obtain any
permits under the insurance laws of such jurisdictions as the Depositor, on
behalf of the Trust, may deem necessary or desirable; and (iv) to execute, on
behalf of the Trust, one or more underwriting agreements with one or more
underwriters relating to the offering of the Preferred Securities. In the event,
and only in the event, that any filing referred to in clauses (i) through (iii)
above is required by the rules and regulations of the Commission, the Exchange,
or any other national stock exchange, or state securities or "Blue Sky" laws to
be executed on behalf of the Trust by the Trustees, then the Trustees, in their
capacities as Trustees of the Trust, are hereby authorized and directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing. In connection with all of the foregoing, Depositor and each Trustee,
solely in its capacity as a Trustee of the Trust, hereby constitutes and
appoints D. Craig Mense and Dennis R. Hemme, and each of them, as his, her or
its, as the case may be, true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for Depositor or in Depositor's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the 1933 Act Registration Statement and
the 1934 Act Registration Statement and to file with same, with all exhibits
thereto, and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as Depositor might or
could do in person. Depositor and Trustees hereby ratify and confirm all that
said attorneys-in-fact and agents or any of them, or their respective substitute
or substitutes, shall do or cause to be done by virtue hereof.

         7.  Initially, there shall be four (4) trustees of the Trust.
Thereafter the number of trustees shall be such number as shall be fixed from
time to time by a written instrument signed by Depositor that may increase or
decrease the number of trustees; provided, however, that to the extent required
by the Delaware Business Trust Act, at all times one trustee shall either be a
natural person who is a resident of the State of Delaware or, if not a natural
person, an entity that has its principal place of business in the State of
Delaware and otherwise meets the requirements of ss.3807 of the Delaware
Business Trust Act. Subject to the foregoing, the Depositor is entitled


                                       2


to appoint or remove without cause any trustee at any time. A trustee may resign
upon thirty (30) days' prior notice to the Depositor.

         8.  Chase Bank USA, National Association, in its capacity as a Trustee,
shall not have any of the powers or duties of Trustees set forth herein (except
as may be required under the Delaware Business Trust Act) and shall be a Trustee
of the Trust for the sole purpose of satisfying the requirements of ss.3807 of
the Delaware Business Trust Act.

         9.  This Trust Agreement may be executed in one or more counterparts.

         10. This Agreement may be amended, in whole or in part, at any time and
from time to time, by written instrument signed by Depositor and all Trustees.

         11. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws of principles).

                            [Signature Page Follows]




                                       3



         IN WITNESS WHEREOF, the undersigned have executed this Trust Agreement
as of the date first written above.

                                        CNA FINANCIAL CORPORATION,
                                        as Depositor


                                        By: /s/ Robert M. Mann
                                           -------------------------------------
                                            Name:  Robert M. Mann
                                            Title: Senior Vice President


                                        By: /s/ Lawrence J. Boysen
                                           -------------------------------------
                                            Name:  Lawrence J. Boysen
                                            Title: Senior Vice President and
                                                   Corporate Controller

                                        J. P. MORGAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION,
                                        as Trustee


                                        By: /s/ George N. Reaves
                                           -------------------------------------
                                            Name:  George N. Reaves
                                            Title: Vice President

                                        CHASE BANK USA, NATIONAL ASSOCIATION,
                                        as Trustee


                                        By: /s/ John J. Cashin
                                           -------------------------------------
                                            Name:  John J. Cashin
                                            Title: Vice President


                                          /s/ D. Craig Mense
                                        ----------------------------------------
                                        D. Craig Mense,
                                        as Trustee


                                          /s/ Dennis R. Hemme
                                        ----------------------------------------
                                        Dennis R. Hemme,
                                        as Trustee



                                       4

EX-4.13

                                                                    EXHIBIT 4.13

                CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST
                                       OF
                            CNA FINANCIAL CAPITAL III

1.)      The name of the statutory trust (the "Trust") is:

                            CNA Financial Capital III

2.)      Article 2 of the Certificate of Trust of the Trust is hereby amended to
         read in its entirety as follows:

         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 Chase
Bank USA, National Association, Attn: Worldwide Securities Services, 500 Stanton
Christiana Road, 3/Ops 4, Newark, Delaware 19713.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment to Certificate of Trust of the Trust this 11th day of August, 2005.



                                                        CHASE BANK USA, NATIONAL
                                                        ASSOCIATION, not in its
                                                        individual capacity but
                                                        solely as Trustee


                                                    By: /s/ John J. Cashin
                                                        ------------------------
                                                        Name:  John J. Cashin
                                                        Title:  Vice President

EX-4.14

                                                                    EXHIBIT 4.14

                      AMENDED AND RESTATED TRUST AGREEMENT

         THIS AMENDED AND RESTATED TRUST AGREEMENT ("Trust Agreement"), dated as
of August 12, 2005, between CNA Financial Corporation, a Delaware corporation
("Depositor"), and D. Craig Mense, Dennis R. Hemme, J. P. Morgan Trust Company,
National Association, a national banking corporation, not individually but
solely in its capacity as trustee, and Chase Bank USA, National Association, a
national banking association, not individually but solely in its capacity as
trustee (collectively, "Trustees" and, a "Trustee"). Depositor and Trustees
hereby agree as follows:

         1. A Trust Agreement (the "Original Trust Agreement"), dated as of
December 23, 1998, was entered into between Depositor and Pamela S. Dempsey,
Donald P. Lofe, Jr., The First National Bank of Chicago, a national banking
association, and First Chicago Delaware Inc., a Delaware corporation (the
"Original Trustees"), creating the trust known as CNA Financial Capital III (the
"Trust").

         2. The Original Trustees, as authorized under the Original Trust
Agreement, filed a Certificate of Trust for the Trust with the Office of the
Secretary of State of the State of Delaware on December 23, 1998.

         3. By their execution of this Trust Agreement, Depositor and Trustees
wish to amend and restate the Original Trust Agreement in its entirety and set
forth the terms and conditions of the Trust, in which name Trustees or
Depositor, to the extent provided herein, may conduct the business of the Trust,
make and execute contracts, and sue and be sued.

         4. Depositor has assigned, transferred, conveyed and set over to
Trustees, the sum of Ten Dollars ($10.00) and such amount constitutes the
initial trust estate. The Trustees hereby acknowledge receipt of such amount
from Depositor and hereby declare that they will hold the initial trust estate
and any amounts subsequently added thereto for Depositor in accordance with this
Trust Agreement as it may be amended from time to time. It is the intention of
the parties hereto that the Trust created hereby constitute a business trust
under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. ss.3801 et seq.
(the "Delaware Business Trust Act") and that this document constitutes the
governing instrument of the Trust. Each Trustee is hereby authorized and
directed to execute and file a Certificate of Amendment to the Trust's
Certificate of Trust with the Office of the Secretary of State of the State of
Delaware in accordance with the provisions of the Delaware Business Trust Act.

         5. Depositor and Trustees will enter into a second amended and restated
Trust Agreement ("Amended and Restated Trust Agreement"), satisfactory to each
such party, to provide for administration of the Trust created hereby and
issuance by the Trust of preferred securities ("Preferred Securities") and
common securities ("Common Securities"). Except as otherwise required by
applicable law or as may be necessary to obtain any licenses, consents or
approvals required by applicable law or otherwise, prior to the execution and
delivery of the Amended and Restated Trust Agreement, Trustees shall not have
any duty or obligation hereunder or with respect to the initial trust estate.




         6. Depositor and Trustees hereby authorize and direct Depositor, as the
sponsor of the Trust, (i) to file with the Securities and Exchange Commission
(the "Commission") and execute, in each case on behalf of the Trust, (a) a
registration statement on Commission Form S-3 (the "1933 Act Registration
Statement"), including any pre-effective or post-effective amendments to the
1933 Act Registration Statement (including the prospectus and the exhibits
contained therein), relating to the registration under the Securities Act of
1933, as amended, of the Preferred Securities of the Trust and certain other
securities, and (b) a Registration Statement on Commission Form 8-A (the "1934
Act Registration Statement"), including any pre-effective and post-effective
amendments thereto, relating to the registration of the Preferred Securities of
the Trust under Section 12(b) of the Securities Exchange Act of 1934, as
amended; (ii) to file with the New York Stock Exchange (the "Exchange") and
execute on behalf of the Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on the Exchange;
(iii) to file and execute on behalf of the Trust such applications, reports,
surety bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as shall be necessary or desirable to
register the Preferred Securities under the securities or "Blue Sky" laws of any
jurisdiction where Preferred Securities will be offered, and to obtain any
permits under the insurance laws of such jurisdictions as the Depositor, on
behalf of the Trust, may deem necessary or desirable; and (iv) to execute, on
behalf of the Trust, one or more underwriting agreements with one or more
underwriters relating to the offering of the Preferred Securities. In the event,
and only in the event, that any filing referred to in clauses (i) through (iii)
above is required by the rules and regulations of the Commission, the Exchange,
or any other national stock exchange, or state securities or "Blue Sky" laws to
be executed on behalf of the Trust by the Trustees, then the Trustees, in their
capacities as Trustees of the Trust, are hereby authorized and directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing. In connection with all of the foregoing, Depositor and each Trustee,
solely in its capacity as a Trustee of the Trust, hereby constitutes and
appoints D. Craig Mense and Dennis R. Hemme, and each of them, as his, her or
its, as the case may be, true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for Depositor or in Depositor's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the 1933 Act Registration Statement and
the 1934 Act Registration Statement and to file with same, with all exhibits
thereto, and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as Depositor might or
could do in person. Depositor and Trustees hereby ratify and confirm all that
said attorneys-in-fact and agents or any of them, or their respective substitute
or substitutes, shall do or cause to be done by virtue hereof.

         7. Initially, there shall be four (4) trustees of the Trust. Thereafter
the number of trustees shall be such number as shall be fixed from time to time
by a written instrument signed by Depositor that may increase or decrease the
number of trustees; provided, however, that to the extent required by the
Delaware Business Trust Act, at all times one trustee shall either be a natural
person who is a resident of the State of Delaware or, if not a natural person,
an entity that has its principal place of business in the State of Delaware and
otherwise meets the requirements of ss.3807 of the Delaware Business Trust Act.
Subject to the foregoing, the Depositor is entitled


                                       2


to appoint or remove without cause any trustee at any time. A trustee may resign
upon thirty (30) days' prior notice to the Depositor.

         8.  Chase Bank USA, National Association, in its capacity as a Trustee,
shall not have any of the powers or duties of Trustees set forth herein (except
as may be required under the Delaware Business Trust Act) and shall be a Trustee
of the Trust for the sole purpose of satisfying the requirements of ss.3807 of
the Delaware Business Trust Act.

         9.  This Trust Agreement may be executed in one or more counterparts.

         10. This Agreement may be amended, in whole or in part, at any time and
from time to time, by written instrument signed by Depositor and all Trustees.

         11. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws of principles).

                            [Signature Page Follows]




                                       3



         IN WITNESS WHEREOF, the undersigned have executed this Trust Agreement
as of the date first written above.

                                        CNA FINANCIAL CORPORATION,
                                        as Depositor


                                        By: /s/ Robert M. Mann
                                           -------------------------------------
                                            Name:  Robert M. Mann
                                            Title: Senior Vice President


                                        By: /s/ Lawrence J. Boysen
                                           -------------------------------------
                                            Name:  Lawrence J. Boysen
                                            Title: Senior Vice President and
                                                   Corporate Controller

                                        J. P. MORGAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION,
                                        as Trustee


                                        By: /s/ George N. Reaves
                                           -------------------------------------
                                            Name:  George N. Reaves
                                            Title: Vice President

                                        CHASE BANK USA, NATIONAL ASSOCIATION,
                                        as Trustee


                                        By: /s/ John J. Cashin
                                           -------------------------------------
                                            Name:  John J. Cashin
                                            Title: Vice President


                                          /s/ D. Craig Mense
                                        ----------------------------------------
                                        D. Craig Mense,
                                        as Trustee


                                          /s/ Dennis R. Hemme
                                        ----------------------------------------
                                        Dennis R. Hemme,
                                        as Trustee



                                       4

EX-4.15

                                                                    EXHIBIT 4.15

================================================================================

                          SECOND AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      AMONG

                    CNA FINANCIAL CORPORATION, AS DEPOSITOR,

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                               AS PROPERTY TRUSTEE

                     CHASE BANK USA, NATIONAL ASSOCIATION,
                              AS DELAWARE TRUSTEE,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                        DATED AS OF ______________, _____

                       CNA FINANCIAL CAPITAL [I][II][III]

================================================================================

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE I Defined Terms..................................................     1
   Section 1.1   Definitions.............................................     1

ARTICLE II Establishment of the Trust....................................     9
   Section 2.1   Name....................................................     9
   Section 2.2   Office of the Delaware Trustee; Principal Place of
                 Business................................................     9
   Section 2.3   Initial Contribution of Trust Property;
                 Organizational Expenses.................................     9
   Section 2.4   Issuance of the Trust Securities........................    10
   Section 2.5   Subscription and Purchase of Debentures.................    10
   Section 2.6   Declaration of Trust....................................    10
   Section 2.7   Authorization to Enter into Certain Transactions........    11
   Section 2.8   Assets of Trust.........................................    14
   Section 2.9   Title to Trust Property.................................    14

ARTICLE III Payment Account..............................................    14
   Section 3.1   Payment Account.........................................    14

ARTICLE IV Distributions; Redemption.....................................    15
   Section 4.1   Distributions...........................................    15
   Section 4.2   Redemption..............................................    16
   Section 4.3   Subordination of Common Securities......................    18
   Section 4.4   Payment Procedures......................................    18
   Section 4.5   Tax Returns and Reports.................................    19
   Section 4.6   Payment of Taxes, Duties, Etc. of the Trust.............    19
   Section 4.7   Reduction for Payments Under Junior Indenture...........    19

ARTICLE V Trust Securities Certificates..................................    19
   Section 5.1   Initial Ownership.......................................    19
   Section 5.2   The Trust Securities Certificates.......................    20
   Section 5.3   Execution and Delivery of Trust Securities
                 Certificates............................................    20
   Section 5.4   Registration of Transfer and Exchange of Preferred
                 Securities Certificates.................................    20
   Section 5.5   Mutilated, Destroyed, Lost or Stolen Trust
                 Securities Certificates.................................    21
   Section 5.6   Persons Deemed Securityholders..........................    21
   Section 5.7   Access to List of Securityholders' Names and
                 Addresses...............................................    21
   Section 5.8   Maintenance of Office or Agency.........................    22
   Section 5.9   Appointment of Paying Agent.............................    22
   Section 5.10  Ownership of Common Securities by Depositor; no
                 Transfer................................................    23
   Section 5.11  Book-Entry Preferred Securities Certificates; Common
                 Securities Certificate..................................    23
   Section 5.12  Notices to Clearing Agency..............................    24
   Section 5.13  Issuance of Definitive Preferred Securities
                 Certificates............................................    24
   Section 5.14  Rights of Securityholders...............................    25



                                       -i-

                                TABLE OF CONTENTS
                                   (continued)



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE VI Acts of Securityholders; Meetings; Voting.....................    27
   Section 6.1   Limitations on Voting Rights............................    27
   Section 6.2   Notice of Meetings......................................    28
   Section 6.3   Meetings of Preferred Securityholders...................    28
   Section 6.4   Voting Rights...........................................    28
   Section 6.5   Proxies, Etc............................................    28
   Section 6.6   Securityholder Action by Written Consent................    29
   Section 6.7   Record Date for Voting and Other Purposes...............    29
   Section 6.8   Acts of Securityholders.................................    29
   Section 6.9   Inspection of Records...................................    31

ARTICLE VII Representations and Warranties...............................    31
   Section 7.1   Representations and Warranties of The Bank And The
                 Bank (Delaware).........................................    31
   Section 7.2   Representations and Warranties of Depositor.............    32

ARTICLE VIII The Trustees................................................    32
   Section 8.1   Certain Duties and Responsibilities.....................    32
   Section 8.2   Notices of Defaults and Payment Deferrals...............    34
   Section 8.3   Certain Rights of Property Trustee......................    34
   Section 8.4   Not Responsible for Recitals or Issuance of
                 Securities..............................................    36
   Section 8.5   May Hold Securities.....................................    36
   Section 8.6   Compensation; Indemnity; Fees...........................    37
   Section 8.7   Corporate Property Trustee Required; Eligibility of
                 Trustees................................................    37
   Section 8.8   Conflicting Interests...................................    38
   Section 8.9   Co-Trustees and Separate Trustee........................    38
   Section 8.10  Resignation and Removal; Appointment of Successor.......    39
   Section 8.11  Acceptance of Appointment by Successor..................    41
   Section 8.12  Merger, Conversion, Consolidation or Succession to
                 Business................................................    42
   Section 8.13  Preferential Collection of Claims Against Depositor
                 or Trust................................................    42
   Section 8.14  Reports by Property Trustee.............................    42
   Section 8.15  Reports to the Property Trustee.........................    42
   Section 8.16  Evidence of Compliance with Conditions Precedent........    43
   Section 8.17  Number of Trustees......................................    43
   Section 8.18  Delegation of Power.....................................    43
   Section 8.19  Voting..................................................    43

ARTICLE IX Termination, Liquidation and Merger...........................    44
   Section 9.1   Termination Upon Expiration Date........................    44
   Section 9.2   Early Termination.......................................    44
   Section 9.3   Termination.............................................    44
   Section 9.4   Liquidation.............................................    45
   Section 9.5   Mergers, Consolidations, Amalgamations or
                 Replacements of the Trust...............................    46



                                      -ii-

                                TABLE OF CONTENTS
                                   (continued)



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE X Miscellaneous Provisions.......................................    47
   Section 10.1  Limitation of Rights of Securityholders.................    47
   Section 10.2  Amendment...............................................    47
   Section 10.3  Separability............................................    49
   Section 10.4  Governing Law...........................................    49
   Section 10.5  Payments Due on Non-Business Day........................    49
   Section 10.6  Successors..............................................    49
   Section 10.7  Headings................................................    49
   Section 10.8  Reports, Notices and Demands............................    49
   Section 10.9  Trust Indenture Act; Conflict with Trust Indenture
                 Act.....................................................    50
   Section 10.10 Acceptance of Terms of Trust Agreement, Guarantee
                 and Junior Indenture....................................    50




Exhibit   Document
- -------   --------
       
A         Certificate of Trust
B         Certificate Depository Agreement
C         Common Securities Certificate
D         Expense Agreement
E         Preferred Securities Certificate



                                      -iii-

                           CNA FINANCIAL CAPITAL [__]
        CERTAIN SECTIONS OF THIS TRUST AGREEMENT RELATING TO SECTION 310
                 THROUGH 318 OF THE TRUST INDENTURE ACT OF 1939:



TRUST INDENTURE                                                      TRUST
ACT SECTION                                                    AGREEMENT SECTION
- ---------------                                                -----------------
                                                         
Section 310       (a)(1)....................................                8.7
                  (a)(2)....................................                8.7
                  (a)(3)....................................                8.9
                  (a)(4)....................................        2.7(a) (ii)
                  (b).......................................                8.8
Section 311       (a).......................................               8.13
                  (b).......................................               8.13
Section 312       (a).......................................                5.7
                  (b).......................................                5.7
                  (c).......................................                5.7
Section 313       (a).......................................            8.14(a)
                  (a)(4)....................................            8.14(b)
                  (b).......................................            8.14(b)
                  (c).......................................               10.8
                  (d).......................................            8.14(c)
Section 314       (a).......................................               8.15
                  (b).......................................     Not Applicable
                  (c)(1)....................................               8.16
                  (c)(2)....................................               8.16
                  (c)(3)....................................     Not Applicable
                  (d).......................................     Not Applicable
                  (e).......................................          1.1, 8.16
Section 315       (a).......................................     8.1(a), 8.3(a)
                  (b).......................................          8.2, 10.8
                  (c).......................................             8.1(a)
                  (d).......................................           8.1, 8.3
                  (e).......................................     Not Applicable
Section 316       (a).......................................     Not Applicable
                  (a)(1)(A).................................     Not Applicable
                  (a)(1)(B).................................     Not Applicable
                  (a)(2)....................................     Not Applicable
                  (b).......................................     Not Applicable
                  (c).......................................                6.7
Section 317       (a)(1)....................................     Not Applicable
                  (a)(2)....................................     Not Applicable
                  (b).......................................                5.9
Section 318       (a).......................................               10.9


Note: This reconciliation and tie sheet shall not, for any purposes, be deemed
to be a part of this Trust Agreement.


                                      -iv-


     SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of _________, ____,
among (i) CNA Financial Corporation, a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) J. P. Morgan Trust Company,
National Association, a national banking association, as property trustee, (in
such capacity, the "Property Trustee," and in its separate corporate capacity
and not in its capacity as Property Trustee, the "Bank" (iii) Chase Bank USA,
National Association, a national banking association, as Delaware trustee (in
such capacity, "Delaware Trustee," and, in its separate corporate capacity and
not in its capacity as Delaware Trustee, the "Bank (Delaware)"), (iv) D. Craig
Mense, an individual, and Dennis Hemme, an individual, each of whose address is
c/o CNA Financial Corporation, CNA Center, Chicago, Illinois 60685 (each an
"Administrative Trustee" and collectively the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees") and (iv) the several Holders, as hereinafter
defined.

                                   WITNESSETH

     WHEREAS, the Depositor and certain of the Trustees have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by the entering into that certain Trust Agreement, dated as of
December 23, 1998 (the "Original Trust Agreement"), and by the execution and
filing with the Secretary of State of the State of Delaware of the Certificate
of Trust, filed on December 23, 1998, attached as Exhibit A hereto; and

     WHEREAS, the Depositor and the Trustees desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities (as hereinafter
defined) by the Trust to the Depositor, (ii) the issuance and sale of the
Preferred Securities (as hereinafter defined) by the Trust pursuant to the
Underwriting Agreement (as hereinafter defined), (iii) the acquisition by the
Trust from the Depositor of all of the right, title and interest in the Junior
Debt Securities (as hereinafter defined) and (iv) the appointment of the
Administrative Trustees;

     NOW THEREFORE, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the sufficiency of which
is hereby acknowledged, each party, for the benefit of the other parties and for
the benefit of the Securityholders, hereby amends and restates the Original
Trust Agreement in its entirety and agrees as follows:

                                    ARTICLE I

                                  DEFINED TERMS

SECTION 1.1 DEFINITIONS.

     For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

     (a) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular;

     (b) all other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

     (c) unless the context otherwise requires, any reference to an "Article" or
a "Section" refers to an Article or a Section, as the case may be, of this Trust
Agreement; and

     (d) the words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Trust Agreement as a whole and not to any particular
Article, Section or other subdivision.

     "Act" has the meaning specified in Section 6.8.

     "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest or
Additional Sums (as defined in the Junior Indenture), as applicable, paid by the
Depositor on a Like Amount of Junior Debt Securities for such period.

     "Additional Sums" has the meaning specified in Section 10.7 of the Junior
Indenture.

     "Administrative Trustee" means a Person satisfying the eligibility
requirements set forth in Section 8.7(b) and initially means of Pamela S.
Dempsey, and Donald P. Lofe, Jr., solely in such Person's capacity as
Administrative Trustee of the Trust formed and continued hereunder and not in
such Person's individual capacity, or such Administrative Trustee's successor in
interest in such capacity, or any successor trustee appointed as herein
provided.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Bank" has the meaning specified in the preamble to this Trust Agreement

     "Bankruptcy Event" means, with respect to any Person:

     (a) the entry of a decree or order by a court having jurisdiction in the
premises adjudging such Person a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering
the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

     (b) the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person, or of any substantial part of its


                                       2

property, or the making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts generally as
they become due and its willingness to be adjudicated a bankrupt or insolvent,
or the taking of corporate action by such Person in furtherance of any such
action.

     "Bankruptcy Laws" has the meaning specified in Section 10.9.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Depositor to have been duly adopted by the
Depositor's Board of Directors, or such committee of the Board of Directors or
officers of the Company to which authority to act on behalf of the Board of
Directors has been delegated, and to be in full force and effect on the date of
such certification, and delivered to the Trustees.

     "Book-Entry Preferred Securities Certificates" means certificates
representing beneficial interests in the Preferred Securities, ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 5.11.

     "Business Day" means a day other than (a) a Saturday or Sunday or (b) a day
on which banking institutions in The City of New York are authorized or required
by law or executive order to remain closed.

     "Certificate Depository Agreement" means the agreement among the Trust, the
Depositor and The Depository Trust Company, as the initial Clearing Agency,
dated as of the Closing Date, relating to the Trust Securities Certificates,
substantially in the form attached as Exhibit B, as the same may be amended and
supplemented from time to time.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
Depository Trust Company will be the initial Clearing Agency.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.

     "Closing Date" means the Closing Time as defined in the Underwriting
Agreement, which date is also the date of execution and delivery of this Trust
Agreement.

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

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

     "Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $____________ and having the rights
provided therefor in this


                                       3

Trust Agreement, including the right to receive Distributions and a Liquidation
Distribution as provided herein.

     "Common Securities Certificate" means a certificate evidencing ownership of
Common Securities, substantially in the form attached as Exhibit C.

     "Corporate Trust Office" means the principal office of the Property Trustee
located in Chicago, Illinois.

     "Definitive Preferred Securities Certificates" means Preferred Securities
Certificates issued in certificated, fully registered form as provided in
Section 5.13.

     "Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. 3801, et seq., as it may be amended from time to time.

     "Delaware Trustee" means the corporation identified as the "Delaware
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Delaware Trustee of the Trust formed and continued hereunder and not in its
individual capacity, or its successor in interest in such capacity, or any
successor trustee appointed as herein provided.

     "Depositor" has the meaning specified in the preamble to this Trust
Agreement.

     "Distribution Date" has the meaning specified in Section 4.1(a).

     "Distributions" means amounts payable in respect of the Trust Securities as
provided in Section 4.1.

     "Event of Default" means the occurrence of a Junior Debt Related Event of
Default.

     "Expense Agreement" means the Agreement as to Expenses and Liabilities
between the Depositor and the Trust, substantially in the form attached as
Exhibit D, as amended from time to time.

     "Expiration Period" has the meaning specified in Section 3.11 of the Junior
Indenture.

     "Extension Date" has the meaning specified in Section 9.1.

     "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and J. P. Morgan Trust Company, National Association, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the holders of the Preferred Securities, as amended from time to
time.

     "Junior Debt Related Event of Default" means an "Event of Default" as
defined in the Junior Indenture.

     "Junior Debt Securities" means the aggregate principal amount of the
Depositor's Junior Subordinated Deferrable Interest Junior Debt Securities,
Series __, issued pursuant to the Junior Indenture.


                                       4

     "Junior Debt Security Investment Company Event" means an "Investment
Company Event" as defined in the Junior Indenture.

     "Junior Debt Security Redemption Date" means, with respect to any Junior
Debt Securities to be redeemed under the Junior Indenture, the date fixed for
redemption under the Junior Indenture.

     "Junior Debt Security Tax Event" means a "Tax Event" as defined in the
Junior Indenture.

     "Junior Indenture" means the Junior Subordinated Indenture, dated as of __,
, between the Depositor and the Junior Indenture Trustee, as trustee, as amended
or supplemented from time to time.

     "Junior Indenture Trustee" means J. P. Morgan Trust Company, National
Association, a national banking association organized and any successor thereto.

     "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

     "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to that portion of the
principal amount of Junior Debt Securities to be contemporaneously redeemed in
accordance with the Junior Indenture, allocated to the Common Securities and to
the Preferred Securities based on their relative Liquidation Amounts and the
proceeds of which will be used to pay the Redemption Price of such Trust
Securities, and (b) with respect to a distribution of Junior Debt Securities to
Holders of Trust Securities in connection with a dissolution and liquidation of
the Trust, Junior Debt Securities having a principal amount equal to the
Liquidation Amount of the Trust Securities of the Holder to whom such Junior
Debt Securities are distributed.

     "Liquidation Amount" means the stated amount of $__________ per Trust
Security.

     "Liquidation Date" means the date on which Junior Debt Securities are to be
distributed to Holders of Trust Securities in connection with a termination and
liquidation of the Trust pursuant to Section 9.4.

     "Liquidation Distribution" has the meaning specified in Section 9.4(d).

     "1940 Act" means the Investment Company Act of 1940, as amended.

     "Officers' Certificate" means a certificate signed by the Chairman and
Chief Executive Officer, President or any Senior Vice President or Group Vice
President, and by the Treasurer, an Associate Treasurer, an Assistant Treasurer,
the Controller, the Secretary or an Assistant Secretary, of the Depositor, and
delivered to the appropriate Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 8.16 shall be the principal executive,
financial or accounting officer of the Depositor. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Trust Agreement shall include:


                                       5

     (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

     (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

     (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

     (d) a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Trust, the Property Trustee or the Depositor, and who shall be
reasonably acceptable to the Property Trustee.

     "Original Trust Agreement" has the meaning specified in the recitals to
this Trust Agreement.

     "Outstanding", when used with respect to Preferred Securities, means, as of
the date of determination, all Trust Securities theretofore executed and
delivered under this Trust Agreement, except:

     (a) Trust Securities theretofore cancelled by the Property Trustee or
delivered to the Property Trustee for cancellation;

     (b) Trust Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Property Trustee or any Paying
Agent for the Holders of such Trust Securities; provided that, if such Preferred
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Trust Agreement;

     (c) Trust Securities which have been paid or in exchange for or in lieu of
which other Preferred Securities have been executed and delivered pursuant to
Sections 5.4, 5.5, 5.11 and 5.13; and

     (d) as provided in Section 9.4(c).

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the Depositor, any Administrative Trustee or any
Affiliate of the Depositor or any Administrative Trustee shall be disregarded
and deemed not to be Outstanding, except that (a) in determining whether any
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Preferred Securities
that such Trustee knows to be so owned shall be so disregarded and (b) the
foregoing shall not apply at any time when all of the Outstanding Preferred
Securities are owned by the Depositor, one or more of the Trustees and/or any
such Affiliate. Preferred Securities so owned which have been pledged in good
faith may be regarded


                                       6

as Outstanding if the pledgee establishes to the satisfaction of the
Administrative Trustees the pledgee's right so to act with respect to such
Preferred Securities and that the pledgee is not the Depositor or any Affiliate
of the Depositor.

     "Owner" means each Person who is the beneficial owner of a Book-Entry
Preferred Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the Owner, then as reflected
in the records of a Person maintaining an account with such Clearing Agency
(directly or indirectly, in accordance with the rules of such Clearing Agency).

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.9 and shall initially be the Bank.

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its trust department
for the benefit of the Securityholders in which all amounts paid in respect of
the Junior Debt Securities will be held and from which the Property Trustee
shall make payments to the Securityholders in accordance with Article Four.

     "Person" means any individual, corporation, partnership, joint venture,
trust, association, joint stock company, limited liability company or
corporation, unincorporated organization or government or any agency or
political subdivision thereof.

     "Preferred Security" means a preferred undivided beneficial interest in the
assets of the Trust, designated as "_____% ___________________" having a
Liquidation Amount of $__________ and having the rights provided therefor in
this Trust Agreement, including the right to receive Distributions and a
Liquidation Distribution as provided herein.

     "Preferred Securities Certificate" means a certificate evidencing ownership
of one or more Preferred Securities, substantially in the form attached as
Exhibit E.

     "Property Trustee" means the commercial bank or trust company identified as
the "Property Trustee" in the preamble to this Trust Agreement solely in its
capacity as Property Trustee of the Trust heretofore formed and continued
hereunder and not in its individual capacity, or its successor in interest in
such capacity, or any successor property trustee appointed as herein provided.

     "Redemption Date" means, with respect to any Trust Security to be redeemed,
the date fixed for such redemption by or pursuant to this Trust Agreement;
provided that each Junior Debt Security Redemption Date and the stated maturity
of the Junior Debt Securities shall be a Redemption Date for a Like Amount of
Trust Securities.

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, [plus the related amount of the premium,
if any,] paid by the Depositor upon the concurrent redemption of a Like Amount
of Junior Debt Securities, allocated on a pro rata basis (based on Liquidation
Amounts) among the Trust Securities, subject to the provisions contained herein.


                                       7

     "Relevant Trustee" shall have the meaning specified in Section 8.10.

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

     "Securityholder" or "Holder" means a Person in whose name a Trust Security
or Securities is registered in the Securities Register; any such Person shall be
deemed to be a beneficial owner within the meaning of the Delaware Business
Trust Act.

     "Special Event" means "Special Event" as defined in the Junior Indenture.

     "Trust" means the Delaware business trust continued hereby and identified
on the cover page to this Trust Agreement.

     "Trust Agreement" means this Second Amended and Restated Trust Agreement,
as the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including all exhibits hereto, including, for all
purposes of this Trust Agreement and any such modification, amendment or
supplement, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this Trust Agreement and any such modification, amendment or
supplement, respectively.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, including the rules duly
adopted by the Commission thereunder; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act"
means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.

     "Trust Property" means (a) the Junior Debt Securities, (b) the rights under
the Guarantee, (c) any cash on deposit in, or owing to, the Payment Account and
(d) all proceeds and rights in respect of the foregoing and any other property
and assets for the time being held or deemed to be held by the Property Trustee
pursuant to this Trust Agreement.

     "Trust Security" means any one of the Common Securities or the Preferred
Securities.

     "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

     "Trustees" means, collectively, the Property Trustee, the Delaware Trustee
and the Administrative Trustees.

     "Underwriting Agreement" means the Terms Agreement, dated as of
_____________, ____, among the Trust, the Depositor and the Underwriters named
therein incorporating the Underwriting Agreement Standard Provisions.


                                       8

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

SECTION 2.1 NAME.

     The Trust continued hereby shall be known as "CNA Financial Capital [__],"
as such name may be modified from time to time by the Administrative Trustees
following written notice to the Holders of Trust Securities and the other
Trustees, in which name the Trustees may conduct the business of the Trust, make
and execute contracts and other instruments on behalf of the Trust and sue and
be sued.

SECTION 2.2 OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.

     The address of the Delaware Trustee in the State of Delaware is 300 King
Street, Wilmington, Delaware 19801, or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the
Depositor. The principal executive office of the Trust is c/o CNA Center,
Chicago, Illinois 60685.

SECTION 2.3 INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES.

     (a) The Trustees acknowledge receipt from the Depositor in connection with
the Original Trust Agreement of the sum of $10, which constituted the initial
Trust Property.

     (b) The Depositor shall be responsible for and shall pay for all
obligations (other than with respect to the Trust Securities) and all costs and
expenses of the Trust (including, but not limited to, costs and expenses
relating to the organization of the Trust, the issuance and sale of the
Preferred Securities, the fees and expenses (including reasonable counsel fees
and expenses) of the Trustees as provided in Section 8.7 the costs and expenses
of accountants, attorneys, statistical or bookkeeping services, expenses for
printing and engraving and computing or accounting equipment, Paying Agent(s),
Securities Registrar, duplication, travel and telephone and other
telecommunications expenses and costs and expenses incurred in connection with
the disposition of Trust assets).

     (c) The Depositor will pay any and all taxes of the Trust (other than
United States withholding taxes attributable to the Trust or its assets) and all
liabilities, costs and expenses with respect to such taxes.

     (d) The Depositor's obligations under this Section 2.3 shall be for the
benefit of, and shall be enforceable by, the Property Trustee and any Person to
whom any such obligations, costs, expenses and taxes are owed (a "Creditor")
whether or not such Creditor has received notice hereof. The Property Trustee
and any such Creditor may enforce the Depositor's obligations under this Section
2.3 directly against the Depositor and the Depositor irrevocably waives any
right or remedy to require that the Property Trustee or any such Creditor take
any action against the Trust or any other Person before proceeding against the
Depositor. The


                                       9

Depositor agrees to execute such additional agreements as may be necessary or
desirable in order to give full effect to the provisions of this Section 2.3.

     (e) The Depositor shall make no claim upon the Trust Property for the
payment of such expenses.

SECTION 2.4 ISSUANCE OF THE TRUST SECURITIES.

     On ___________, 1999, the Depositor, on behalf of the Trust and pursuant to
the Original Trust Agreement, executed and delivered the Underwriting Agreement.
Contemporaneously with the execution and delivery of this Trust Agreement, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement
Preferred Securities Certificates, [registered in the name of the nominee of the
initial Clearing Agency,] in an aggregate amount of _________ Preferred
Securities having an aggregate Liquidation Amount of $____________, against
receipt of such aggregate purchase price of such Preferred Securities of
$_____________, which amount the Administrative Trustee shall promptly deliver
to the Property Trustee. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2 and deliver to the Depositor a Common
Securities Certificate, registered in the name of the Depositor, in an aggregate
amount of _________ Common Securities having an aggregate Liquidation Amount of
$______________ against payment by the Depositor of such amount, which amount
such Administrative Trustee shall promptly deliver to the Property Trustee.

SECTION 2.5 SUBSCRIPTION AND PURCHASE OF DEBENTURES.

     Contemporaneously with the execution of this Trust Agreement, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Junior Debt Securities, registered in the name of the Trust
and having an aggregate principal amount equal to $_____________, and, in
satisfaction of the purchase price for such Junior Debt Securities, the Property
Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of
$_____________, such amount being the sum of the amounts delivered to the
Property Trustee pursuant to Section 2.4 and (ii) the first sentence of this
Section 2.5.

SECTION 2.6 DECLARATION OF TRUST.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Trust Securities and use the proceeds from such sale to acquire the Junior Debt
Securities, and (b) to engage in those activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it will hold the Trust Property upon and subject to the
conditions set forth herein for the benefit of the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of any of the Trustees set forth herein except as required by
the Delaware Business Trust Act. The Delaware Trustee shall


                                       10

be one of the Trustees of the Trust for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

SECTION 2.7 AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

     (a) The Trustees shall conduct the affairs of the Trust in accordance with
the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section 2.7, and in accordance with the following
provisions (i) and (ii), the Trustees shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees
under this Trust Agreement, and to perform all acts in furtherance thereof,
including without limitation, the following:

          (i) As among the Trustees, each Administrative Trustee shall have the
     exclusive power and authority to act on behalf of the Trust with respect to
     the following matters:

               (A) the issuance and sale of the Trust Securities, including
          execution of any agreement, certificates evidencing Trust Securities
          or other documents necessary or advisable with respect to such
          issuance and sale;

               (B) the purchase of the Junior Debt Securities

               (C) to cause the Trust to enter into, and to execute, deliver and
          perform on behalf of the Trust, the Expense Agreement and the
          Certificate Depository Agreement and such other agreements as may be
          necessary or desirable in connection with the purposes and function of
          the Trust;

               (D) assisting in the registration of the Preferred Securities
          under the Securities Act of 1933, as amended, and under state
          securities or blue sky laws, and the qualification of this Trust
          Agreement as a trust indenture under the Trust Indenture Act;

               (E) assisting in the listing of the Preferred Securities upon
          such securities exchange or exchanges as shall be determined by the
          Depositor and the registration of the Preferred Securities under the
          Securities Exchange Act of 1934, as amended, and the preparation and
          filing of all periodic and other reports and other documents pursuant
          to the foregoing;

               (F) the sending of notices (other than notices of default) and
          other information regarding the Trust Securities and the Debentures to
          the Securityholders in accordance with this Trust Agreement;

               (G) registering transfers and exchanges of the Preferred
          Securities in accordance with this Trust Agreement (but only if at
          such time the Property Trustee shall not be the Securities Registrar);


                                       11

               (H) to the extent provided in this Trust Agreement, the winding
          up of the affairs of and liquidation of the Trust and the preparation,
          execution and filing of the certificate of cancellation with the
          Secretary of State of the State of Delaware;

               (I) unless otherwise determined by the Depositor, the Property
          Trustee or the Administrative Trustees, or as otherwise required by
          the Delaware Business Trust Act or the Trust Indenture Act, to execute
          on behalf of the Trust (either acting alone or together with any or
          all of the Administrative Trustees) any documents that the
          Administrative Trustees have the power to execute pursuant to this
          Trust Agreement; and

               (J) the taking of any action incidental to the foregoing as such
          Administrative Trustee may from time to time determine is necessary or
          advisable to give effect to the terms of this Trust Agreement for the
          benefit of the Securityholders (without consideration of the effect of
          any such action on any particular Securityholder).

          (ii) As among the Trustees, the Property Trustee shall have the power,
     duty and authority to act on behalf of the Trust with respect to the
     following matters:

               (A) the establishment and maintenance of the Payment Account and
          the appointment, subject to Section 5.9, of Paying Agents;

               (B) the receipt and registered ownership of the Junior Debt
          Securities;

               (C) the receipt of payments of the purchase price of the Trust
          Securities and the collection of interest, principal and any other
          payments made in respect of the Junior Debt Securities and deposit
          into the Payment Account;

               (D) making Distributions and other payments to the
          Securityholders in respect of the Trust Securities;

               (E) the exercise of all of the rights, powers and privileges of a
          holder of the Junior Debt Securities, subject to the terms of the
          Junior Indenture;

               (F) the sending of notices of default, redemption, Extension
          Periods, Special Events, liquidation and other information regarding
          the Trust Securities and the Junior Debt Securities to the
          Securityholders in accordance with this Trust Agreement;

               (G) to the extent provided in this Trust Agreement, the winding
          up of the affairs of and liquidation of the Trust, including, the
          distribution of the Trust Property in accordance with the terms of
          this Trust Agreement and the preparation, execution and filing of the
          certificate of cancellation with the Secretary of State of the State
          of Delaware;


                                       12

               (H) after an Event of Default, the taking of any action
          incidental to the foregoing as the Property Trustee may from time to
          time determine is necessary or advisable to give effect to the terms
          of this Trust Agreement and protect and conserve the Trust Property
          for the benefit of the Securityholders (without consideration of the
          effect of any such action on any particular Securityholder);

               (I) so long as the Property Trustee is the Securities Registrar,
          registering transfers and exchanges of the Preferred Securities in
          accordance with this Trust Agreement; and

               (J) except as otherwise provided in this Section 2.7(a)(ii) or as
          required by the Trust Indenture Act, the Property Trustee shall have
          none of the duties, liabilities, powers or the authority of the
          Administrative Trustees set forth in Section 2.7(a)(i).

     (b) So long as this Trust Agreement remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not cause the Trust to (i) acquire any
assets or make any investments (other than the Junior Debt Securities) or engage
in any activities not authorized by this Trust Agreement, (ii) sell, assign,
transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the
Trust Property or interests therein, including to Securityholders, except as
expressly provided herein, (iii) take any action that would cause the Trust to
fail or cease to qualify as a "grantor trust" for United States Federal income
tax purposes, (iv) make any loans (other than the Junior Debt Securities) or
incur any indebtedness for borrowed money or issue any other debt, (v) issue any
securities or other evidences of beneficial ownership of, or beneficial
interests in the Trust other than the Trust Securities or (vi) take or consent
to any action that would result in the placement of a Lien on any of the Trust
Property. The Administrative Trustees shall defend all claims and demands of all
Persons at any time claiming any Lien on any of the Trust Property adverse to
the interest of the Trust or the Securityholders in their capacity as
Securityholders.

     (c) In connection with the issue and sale of the Preferred Securities, the
Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor in furtherance of the following prior to the date of this
Trust Agreement are hereby ratified and confirmed in all respects):

          (i) the preparation and filing by the Trust with the Commission and
     the execution on behalf of the Trust of a registration statement on the
     appropriate form in relation to the Preferred Securities, including any
     amendments thereto;

          (ii) the determination of the States in which to take appropriate
     action to qualify or register for sale all or part of the Preferred
     Securities and the doing of any and all such acts, other than actions which
     must be taken by or on behalf of the Trust, and advising the Trustees of
     actions they must take on behalf of the Trust, and the preparation for
     execution and filing of any documents to be executed and filed by the Trust
     or on behalf of the Trust, as the Depositor deems necessary or advisable in
     order to comply with the applicable laws of any such States;


                                       13

          (iii) the preparation for filing by the Trust and execution on behalf
     of the Trust of an application to The New York Stock Exchange or any other
     national stock exchange or The Nasdaq Stock Market for listing upon notice
     of issuance of any Preferred Securities;

          (iv) the preparation for filing by the Trust with the Commission and
     the execution on behalf of the Trust of a registration statement on Form
     8-A relating to the registration of the Preferred Securities under Section
     12(b) or 12(g) of the Exchange Act, including any amendments thereto;

          (v) the negotiation of the terms of, and the execution and delivery
     of, the Underwriting Agreement providing for the sale of the Preferred
     Securities; and

          (vi) the taking of any other actions necessary or desirable to carry
     out any of the foregoing activities.

     (d) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so, that (i) the Trust will not be deemed to be an "investment
company" required to be registered under the 1940 Act (ii) the Trust will be
classified as a grantor trust for United States Federal income tax purposes and
(iii) the Junior Debt Securities will be treated as indebtedness of the
Depositor for United States Federal income tax purposes. In this connection, the
Depositor and the Administrative Trustees are authorized to take any action, not
inconsistent with applicable law, the Certificate of Trust, as amended from time
to time, or this Trust Agreement, that each of the Depositor and the
Administrative Trustees determines in their discretion to be necessary or
desirable for such purposes, as long as such action does not adversely affect in
any material respect the interests of the holders of the Preferred Securities.

SECTION 2.8 ASSETS OF TRUST.

     The assets of the Trust shall consist of the Trust Property.

SECTION 2.9 TITLE TO TRUST PROPERTY.

     Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Trust and the Securityholders in
accordance with this Trust Agreement.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

SECTION 3.1 PAYMENT ACCOUNT.

     (a) On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. The Property Trustee and any agent of the Property Trustee
shall have exclusive control and sole right of withdrawal with respect to the
Payment Account for the purpose of making deposits in and withdrawals from the
Payment Account in accordance with this Trust


                                       14

Agreement; provided that any Paying Agent shall have the right of withdrawal
with respect to the Payment Account solely for the purpose of making the
payments contemplated under Article Four. All monies and other property
deposited or held from time to time in the Payment Account shall be held by the
Property Trustee in the Payment Account for the exclusive benefit of the
Securityholders and for distribution as herein provided, including (and subject
to) any priority of payments provided for herein.

     (b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments or proceeds with respect to, the Junior Debt Securities and any amounts
paid to the Property Trustee pursuant to this Guarantee. Amounts held in the
Payment Account shall not be invested by the Property Trustee pending
distribution thereof.

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

SECTION 4.1 DISTRIBUTIONS.

     (a) The Trust Securities represent undivided beneficial interests in the
Trust Property, and Distributions (including any Additional Amounts) will be
made on the Trust Securities at the rate [(or manner of calculation of the
rate)] and on the dates that payments of interest (including any Additional
Interest, as defined in the Junior Indenture) are made on the Junior Debt
Securities. Accordingly:

          (i) Distributions on the Trust Securities shall be cumulative, and
     will accumulate whether or not there are funds of the Trust available for
     the payment of Distributions. Distributions shall accumulate from , , and,
     except in the event that the Depositor exercises its right to defer the
     payment of interest on the Junior Debt Securities pursuant to the Junior
     Indenture, shall be payable [quarterly] [monthly] [semi-annually]
     [annually] in arrears on [Insert Dates] of each year, commencing on
     _________, . If any date on which a Distribution is otherwise payable on
     the Trust Securities is not a Business Day, then the payment of such
     Distribution shall be made on the next succeeding day that is a Business
     Day (and without any interest or other payment in respect of any such
     delay) except that, if such Business Day is in the next succeeding calendar
     year, payment of such Distribution shall be made on the immediately
     preceding Business Day, in each case with the same force and effect as if
     made on such date (each date on which distributions are payable in
     accordance with this Section 4.1(a), a "Distribution Date"). [insert
     alternative floating rate convention, if applicable]

Within two Business Days after receipt by the Property Trustee of notice of an
Extension Period pursuant to Section 3.11 of the Junior Indenture, the Property
Trustee shall give notice thereof to the Securityholders by first class mail,
postage prepaid.

          (ii) Assuming payments of interest on the Junior Debt Securities are
     made when due (and before giving effect to Additional Amounts, if
     applicable), Distributions on the Trust Securities shall be payable at a
     rate of ____% per annum of the Liquidation


                                       15

     Amount of the Trust Securities. The amount of Distributions payable for any
     full period shall be computed on the basis of a 360-day year of twelve
     30-day months. [insert alternative floating rate provisions, if
     applicable]. The amount of Distributions for any partial period shall be
     computed on the basis of the number of days elapsed in a 360-day year of
     twelve 30-day months. The amount of Distributions payable for any period
     shall include the Additional Amounts, if any.

          (iii) Distributions on the Trust Securities shall be made by the
     Property Trustee from the Payment Account and shall be payable on each
     Distribution Date only to the extent that the Trust has funds then on hand
     legally available in the Payment Account for the payment of such
     Distributions.

          (iv) Distributions on the Trust Securities with respect to a
     Distribution Date shall be payable to the Holders thereof as they appear on
     the Securities Register for the Trust Securities on the relevant record
     date, which shall be [one Business Day prior to such Distribution Date;
     provided, however, that in the event that the Preferred Securities do not
     remain in book-entry-only form, the relevant record date shall be the date]
     15 days prior to the relevant Distribution Date.

SECTION 4.2 REDEMPTION.

     (a) Upon receipt by the Trust of a notice of redemption or other
acceleration of the maturity of the Junior Debt Securities, the Property
Trustee, subject to Section 4.3, will call for redemption a Like Amount of Trust
Securities on the Junior Debt Security Redemption Date and will call for
redemption all Outstanding Trust Securities on the stated maturity date of the
Junior Debt Securities, in each case at the applicable Redemption Price.

     (b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Security Register. All notices of
redemption shall state:

          (i) the Redemption Date;

          (ii) the Redemption Price;

          (iii) the CUSIP number;

          (iv) if less than all the Outstanding Trust Securities are to be
     redeemed, the identification and the total Liquidation Amount of the
     particular Trust Securities to be redeemed;

          (v) the place or places where Trust Securities are to be surrendered
     for payment of the Redemption Price; and

          (vi) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Trust Security to be redeemed and that
     Distributions thereon will cease to accumulate on and after said date.


                                       16

     (c) The Trust Securities redeemed on each Redemption Date shall be redeemed
at the Redemption Price with the proceeds from the contemporaneous redemption or
payment at maturity of Junior Debt Securities. Redemptions of the Trust
Securities shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Trust has funds then on hand legally
available in the Payment Account for the payment of such Redemption Price.

     (d) If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities, then[, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long
as the Preferred Securities are in book-entry-only form, irrevocably deposit
with the Clearing Agency for the Preferred Securities funds sufficient to pay
the applicable Redemption Price for the Preferred Securities being redeemed on
such date and will give such Clearing Agency irrevocable instructions and
authority to pay the Redemption Price to the Holders thereof. If the Preferred
Securities are not in book-entry-only form,] the Property Trustee, subject to
Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient
to pay the applicable Redemption Price and will give the Paying Agent
irrevocable instructions and authority to pay the Redemption Price to the
Holders thereof upon surrender of their Preferred Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of
Securityholders holding Trust Securities so called for redemption will cease,
except the right of such Securityholders to receive the Redemption Price, but
without interest, and such Securities will cease to be Outstanding. In the event
that any date on which any Redemption Price is payable is not a Business Day,
then payment of the Redemption Price payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day falls
in the next calendar year, such payment will be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
any Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Trust or by the Depositor pursuant to the Guarantee,
Distributions on such Trust Securities will continue to accumulate, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid, in
which case the actual payment date will be the date fixed for redemption for
purposes of calculating the Redemption Price.

     (e) Payment of accumulated and unpaid Distributions on the Redemption Date
of the Trust Securities will be subject to the rights of Holders on the close of
business on the relevant record date in respect of a Distribution Date occurring
on or prior to such Redemption Date.

     (f) If less than all the Outstanding Trust Securities are to be redeemed on
a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to
be redeemed shall be allocated on a pro rata basis (based on Liquidation
Amounts) among the Common Securities and the Preferred Securities. The
particular Preferred Securities to be redeemed shall be selected) not more than
60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption, by such
method


                                       17

(including, without limitation, by lot) as the Property Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to $25 or an integral multiple of $25 in excess thereof) of the
Liquidation Amount of Preferred Securities of a denomination larger than $25. If
fewer than all of the Trust Securities represented by a Trust Securities
Certificate are redeemed, an Administrative Trustee shall execute for the Holder
a new Trust Securities Certificate representing the unredeemed Trust Securities.
The Property Trustee shall promptly notify the Security Registrar in writing of
the Preferred Securities selected for redemption and, in the case of any
Preferred Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of
Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities that has been or is to be redeemed.

SECTION 4.3 SUBORDINATION OF COMMON SECURITIES.

     (a) Payment of Distributions (including Additional Amounts, if applicable)
on, and the Redemption Price and/or Liquidation Distribution of, the Trust
Securities, as applicable, shall be made, subject to Section 4.2(f), pro rata
among the Common Securities and the Preferred Securities based on the
Liquidation Amount of the Trust Securities; provided, however, that if on any
Distribution Date, Redemption Date or Liquidation Date any Event of Default
shall have occurred and be continuing, no payment of any Distribution (including
Additional Amounts, if applicable) on, or Redemption Price and/or Liquidation
Distribution of, any Common Security, and no other payment on account of the
redemption, liquidation or other acquisition of Common Securities, shall be made
unless payment shall have been made or been provided for in full in cash of (i)
all accumulated and unpaid Distributions (including Additional Amounts, if
applicable) on all Outstanding Preferred Securities for all Distribution periods
terminating on or prior thereto, such Redemption Price on all Outstanding
Preferred Securities then being redeemed, as applicable, shall have been made or
provided for, and all funds immediately available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions (including
Additional Amounts, if applicable) on, or the Redemption Price and/or
Liquidation Distribution of, Preferred Securities then due and payable.

     (b) In the case of the occurrence of any Event of Default, the Holder of
Common Securities will be deemed to have waived any right to act with respect to
any such Event of Default under this Trust Agreement until the effect of such
Event of Default has been cured, waived or otherwise eliminated with respect to
the Preferred Securities. Until any such Event of Default under this Trust
Agreement has been so cured, waived or otherwise eliminated with respect to the
Preferred Securities, the Property Trustee shall act solely on behalf of the
Holders of the Preferred Securities and not the Holder of the Common Securities,
and only the Holders of the Preferred Securities will have the right to direct
the Property Trustee to act on their behalf.

SECTION 4.4 PAYMENT PROCEDURES.

     If the Preferred Securities are held by a Clearing Agency, payment of
Distributions and any Redemption Price or Liquidation Distribution shall be made
to the Clearing Agency in immediately available funds, which shall credit the
relevant Persons' accounts at such Clearing Agency on the applicable
Distribution Dates. Payments of the Redemption Price or Liquidation


                                       18

Distribution in respect of Definitive Preferred Securities held in certificated
form shall be made to the Holder thereof in immediately available funds upon
surrender of the Preferred Securities Certificate representing such Definitive
Preferred Securities at the Corporate Office of the Trustee. Payments of
Distributions (including Additional Amounts, if applicable) in respect of
Definitive Preferred Securities shall be made by check mailed to the address of
the Person entitled thereto as such address shall appear on the Securities
Register. Payments in respect of Common Securities shall be made in such manner
as shall be mutually agreed between the Property Trustee and the Common
Securityholder.

SECTION 4.5 TAX RETURNS AND REPORTS.

     The Administrative Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all United States Federal, state and local tax and
information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared and filed) the appropriate Internal Revenue Service
Form required to be filed in respect of the Trust in each taxable year of the
Trust and (b) prepare and furnish (or cause to be prepared and furnished) to
each Securityholder the appropriate Internal Revenue Service form required to be
provided on such form. The Administrative Trustees shall provide the Depositor
and the Property Trustee with a copy of all such returns and reports promptly
after such filing or furnishing. The Administrative Trustees shall comply with
United States Federal withholding and backup withholding tax laws and
information reporting requirements with respect to any payments to
Securityholders under the Trust Securities.

SECTION 4.6 PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

     Upon receipt under the Junior Debt Securities of Additional Sums and
directions as to the payments of such Additional Sums, the Property Trustee
shall promptly pay, solely out of monies on deposit pursuant to this Trust
Agreement, any taxes, duties or governmental charges of whatsoever nature (other
than withholding taxes) imposed on the Trust by the United States or any other
taxing authority.

SECTION 4.7 REDUCTION FOR PAYMENTS UNDER JUNIOR INDENTURE.

     Any amount payable hereunder to any Holder of Preferred Securities (and any
Owner with respect thereto) shall be reduced by the amount of any corresponding
payment such Holder (and Owner) has directly received pursuant to Section 5.8 of
the Junior Indenture, Section 5.14 of this Trust Agreement or the Guarantee.

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

SECTION 5.1 INITIAL OWNERSHIP.

     Upon the formation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.


                                       19

SECTION 5.2 THE TRUST SECURITIES CERTIFICATES.

     The Preferred Securities Certificates shall be issued in minimum
denominations of $___ Liquidation Amount and integral multiples of $___ in
excess thereof, and the Common Securities Certificate shall be issued in an
aggregate Liquidation Amount equal to $_________. Trust Securities Certificates
representing fractional interests shall not be issued. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual signature of at
least one Administrative Trustee. Trust Securities Certificates bearing the
manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.

SECTION 5.3 EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

     On the Closing Date, the Administrative Trustees shall cause Preferred
Securities Certificates and the Common Securities Certificates, in the
respective aggregate Liquidation Amount as provided in Sections 2.4 and 2.5, to
be executed on behalf of the Trust as provided in Section 5.2 and delivered to
or upon the written order of the Depositor, signed by its chairman of the board,
its president, any executive vice president or any vice president, treasurer or
assistant treasurer or controller without further corporate action by the
Depositor.

SECTION 5.4 REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES
CERTIFICATES.

     The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of
Preferred Securities Certificates (the "Securities Register") in which, the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Preferred Securities Certificates and the Common Securities
Certificate (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. The Bank shall be the initial
Securities Registrar; any successor Securities Registrar shall be appointed by
the Administrative Trustees.

     Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee or
Trustees.

     The Securities Registrar shall not be required to register the transfer of
any Preferred Securities that have been called for redemption. At the option of
a Holder, Preferred Securities


                                       20

Certificates may be exchanged for other Preferred Securities Certificates in
authorized denominations and of a like aggregate Liquidation Amount upon
surrender of the Preferred Securities Certificates to be exchanged at the office
or agency maintained pursuant to Section V.8.

     Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to Securities Registrar duly
executed by the Holder or his attorney duly authorized in writing. Each
Preferred Securities Certificate surrendered for registration of transfer or
exchange shall be cancelled and subsequently disposed of by the Securities
Registrar in accordance with its customary practice.

     No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Securities Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates (other than any exchange not involving a transfer).

SECTION 5.5 MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its reasonable satisfaction of the destruction, loss or theft of any Trust
Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
reasonably required by them to save each of them harmless, then in the absence
of notice that such Trust Securities Certificate shall have been acquired by a
bona fide purchaser, the Administrative Trustees, or any one of them, on behalf
of the Trust shall execute and make available for delivery, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Trust Securities
Certificate, a new Trust Securities Certificate of like tenor and denomination.
In connection with the issuance of any new Trust Securities Certificate under
this Section, the Administrative Trustees or the Securities Registrar may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith. Any duplicate Trust
Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an undivided beneficial interest in the Trust Property,
as if originally issued, whether or not the lost, stolen or destroyed Trust
Securities Certificate shall be found at any time.

SECTION 5.6 PERSONS DEEMED SECURITYHOLDERS.

     The Trustees, the Paying Agent or the Securities Registrar shall treat the
Person in whose name any Trust Securities Certificate shall be registered in the
Securities Register as the owner and Holder of such Trust Securities Certificate
for the purpose of receiving Distributions and for all other purposes
whatsoever, and none of the Trustees, the Paying Agent or the Securities
Registrar shall be bound by any notice to the contrary.

SECTION 5.7 ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES.

     (a) The rights of Securityholders to communicate with other Securityholders
with respect to their rights under this Trust Agreement or under the Trust
Securities, and the


                                       21

corresponding rights of the Trustee shall be as provided in the Trust Indenture
Act. Each Securityholder, by receiving and holding a Trust Securities
Certificate, and each Owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee the Delaware Trustee, or the Administrative
Trustees accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

     In the event that the Property Trustee is no longer the Securities
Registrar, the Administrative Trustees or the Depositor shall furnish or cause
to be furnished a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Securityholders as of the most recent
record date and (a) the Property Trustee, quarterly not later than 10 days prior
to a Distribution Date and (b) to the Property Trustee, promptly after receipt
by the Administrative Trustees, promptly after receipt by the Administrative
Trustees or the Depositor of a request therefor from the Property Trustee in
order to enable the Paying Agent to pay Distributions in accordance with Section
4.1 hereof, in each case to the extent such information is in the possession or
control of the Administrative Trustees or the Depositor and is not identical to
a previously supplied list or has not otherwise been received by the Property
Trustee.

SECTION 5.8 MAINTENANCE OF OFFICE OR AGENCY.

     The Property Trustee shall maintain in New York, New York and Chicago,
Illinois, an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served, initially located at __________. The
Property Trustees shall give prompt written notice to the Depositor and to the
Securityholders of any change in the location of the Securities Register or any
such office or agency.

SECTION 5.9 APPOINTMENT OF PAYING AGENT.

     The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions. The Administrative Trustees may revoke such power
and remove the Paying Agent if such Trustees determine in their sole discretion
that the Paying Agent shall have failed to perform its obligations under this
Trust Agreement in any material respect; provided that such revocation and
removal with respect to the sole Paying Agent shall not become effective until
the appointment of a successor. The Paying Agent shall initially be the Bank,
and any co-paying agent chosen by the Bank, and acceptable to the Administrative
Trustees and the Depositor. Any Person acting as Paying Agent shall be permitted
to resign as Paying Agent upon 30 days' written notice to the Administrative
Trustees, the Property Trustee and the Depositor. In the event that the Bank
shall no longer be the Paying Agent or a successor Paying Agent shall resign or
its authority to act be revoked, the Administrative Trustees shall appoint a
successor that is acceptable to the Property Trustee (in the case of a Paying
Agent other than the Bank) and the Depositor to act as Paying Agent (which shall
be a bank or trust company meeting the eligibility requirements set forth in
Section 6.9 of the Junior Indenture); provided that such resignation with
respect to the sole Paying Agent shall


                                       22

not become effective until the appointment of a successor. The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment to
the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall
apply to the Bank also in its role as Paying Agent, for so long as the Bank
shall act as Paying Agent and, to the extent applicable, to any other paying
agent appointed hereunder. Any reference in this Agreement to the Paying Agent
shall include any co-paying agent unless the context requires otherwise.

SECTION 5.10 OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR; NO TRANSFER.

     On the Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities. To the fullest extent permitted by
law, other than in connection with a consolidation or merger of the Depositor
into another corporation, or any conveyance, transfer or lease by the Depositor
of its properties and assets substantially as an entirety to any Person,
pursuant to Section 8.1 of the Junior Indenture, any attempted transfer of the
Common Securities shall be void. The Administrative Trustees shall cause the
Common Securities Certificate issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE".

SECTION 5.11 BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; COMMON SECURITIES
CERTIFICATE.

     (a) The Preferred Securities Certificates, upon original issuance, will be
issued in the form of a Preferred Securities Certificate or Certificates
representing [Definitive Preferred Securities or] Book-Entry Preferred
Securities Certificates, to be delivered to The Depository Trust Company, the
initial Clearing Agency, by, or on behalf of, the Trust. Book-Entry Preferred
Securities Certificate or Certificates shall initially be registered on the
Securities Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Owner will receive a Definitive Preferred Securities
Certificate representing such Owner's interest in such Preferred Securities,
except as provided in Section 5.13. Unless and until Definitive Preferred
Securities Certificates have been issued to Owners pursuant to Section 5.13:

          (i) the provisions of this Section 5.11(a) shall be in full force and
     effect;

          (ii) the Securities Registrar and the Trustees shall be entitled to
     deal with the Clearing Agency for all purposes of this Trust Agreement
     relating to the Book-Entry Preferred Securities Certificates (including the
     payment of the Redemption Price Amount of and Distributions on the
     Book-Entry Preferred Securities and the giving of instructions or
     directions to Owners of Book-Entry Preferred Securities) as the sole Holder
     of Book-Entry Preferred Securities and shall have no obligations to the
     Owners thereof;


                                       23

          (iii) to the extent that the provisions of this Section 5.11 conflict
     with any other provisions of this Trust Agreement, the provisions of this
     Section 5.11 shall control; and

          (iv) the rights of the Owners of the Book-Entry Preferred Securities
     Certificates shall be exercised only through the Clearing Agency and shall
     be limited to those established by law and agreements between such Owners
     and the Clearing Agency and/or the Clearing Agency Participants; provided,
     that solely for the purposes of determining whether the Holders of the
     requisite Liquidation Amount of Preferred Securities have voted on any
     matter provided for in this Trust Agreement, so long as Definitive
     Preferred Security Certificates have not been issued, the Trustees may
     conclusively rely on, and shall be protected in relying on, any written
     instrument (including a proxy) delivered to the Trustees by the Clearing
     Agency setting forth the Owners' votes or assigning the right to vote on
     any matter to any other Persons either in whole or in part. Pursuant to the
     Certificate Depository Agreement, unless and until Definitive Preferred
     Securities Certificates are issued pursuant to Section 5.13, the initial
     Clearing Agency will make book-entry transfers among the Clearing Agency
     Participants and receive and transmit payments on the Preferred Securities
     to such Clearing Agency Participants.

     (b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

SECTION 5.12 NOTICES TO CLEARING AGENCY.

     To the extent that a notice or other communication to the Owners is
required under this Trust Agreement, unless and until Definitive Preferred
Securities Certificates shall have been issued to Owners pursuant to Section
5.13, the Trustees shall give all such notices and communications specified
herein to be given to Owners to the Clearing Agency, and shall have no
obligations to the Owners.

SECTION 5.13 ISSUANCE OF DEFINITIVE PREFERRED SECURITIES CERTIFICATES.

     If (a) the Depositor advises the Property Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Book-Entry Preferred Securities
Certificates or that the Clearing Agency is no longer registered or in good
standing under the Securities Act of 1934, as amended, or other applicable
statute or regulation, and the Depositor is unable to locate a qualified
successor within 90 days, (b) the Depositor at its option advises the Property
Trustee in writing that it elects to terminate the book-entry system through the
Clearing Agency or (c) after the occurrence of an Event of Default, Owners of
Book-Entry Preferred Securities Certificates representing beneficial interests
aggregating at least a majority of the Liquidation Amount advise the Property
Trustee in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interest of the Owners of Book-Entry
Preferred Securities Certificates, then the Property Trustee shall instruct the
Clearing Agency to notify all Owners of Preferred Securities Certificates and
the other Trustees of the occurrence of any such event and of the availability
of the Definitive Preferred Securities Certificates to Owners requesting the
same. Upon surrender to the Property Trustees of the Preferred Securities
Certificate or Certificates by the Clearing Agency, accompanied by


                                       24

registration instructions, the Administrative Trustees, or any one of them,
shall execute the Definitive Preferred Securities Certificates in authorized
denominations in accordance with the instructions of the Clearing Agency.
Neither the Securities Registrar nor the Trustees shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Preferred Securities Certificates, the Trustees shall recognize the Holders of
the Definitive Preferred Securities Certificates as Securityholders. The
Definitive Preferred Securities Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Administrative Trustees, as evidenced by the execution thereof by the
Administrative Trustees or any one of them.

SECTION 5.14 RIGHTS OF SECURITYHOLDERS.

     (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights and when issued and delivered to
Securityholders against payment of the purchase price therefor will be fully
paid and nonassessable by the Trust. The Holders of the Trust Securities, in
their capacities as such, shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

     (b) For so long as any Preferred Securities remain Outstanding, if, upon a
Junior Debt Related Event of Default, the Junior Indenture Trustee fails or the
holders of not less than 25% in principal amount of the outstanding Junior Debt
Securities fail to declare the principal of all of the Junior Debt Securities to
be immediately due and payable, the Holders of at least 25% in Liquidation
Amount of the Preferred Securities then Outstanding shall have such right by a
notice in writing to the Depositor and the Junior Indenture Trustee; and upon
any such declaration such principal amount of and the accrued interest on all of
the Junior Debt Securities shall become immediately due and payable, provided
that the payment of principal and interest on such Junior Debt Securities shall
remain subordinated to the extent provided in the Junior Indenture.

     At any time after such a declaration of acceleration with respect to the
Junior Debt Securities has been made and before a judgment or decree for payment
of the money due has been obtained by the Junior Indenture Trustee as in the
Junior Indenture provided, the Holders of a majority in Liquidation Amount of
the Preferred Securities, by written notice to the Property Trustee, the
Depositor and the Junior Indenture Trustee, may rescind and annul such
declaration and its consequences if:

          (i) the Depositor has paid or deposited with the Debenture Trustee a
     sum sufficient to pay


                                       25

               (A) all overdue installments of interest (including any
          Additional Interest (as defined in the Junior Indenture)) on all of
          the Junior Debt Securities,

               (B) the principal of (and premium, if any, on) any Junior Debt
          Securities which have become due otherwise than by such declaration of
          acceleration and interest thereon at the rate then borne by the Junior
          Debt Securities, and

               (C) all sums paid or advanced by the Junior Indenture Trustee
          under the Junior Indenture and the reasonable compensation, expenses,
          disbursements and advances of the Junior Indenture Trustee and the
          Property Trustee, their agents and counsel; and

          (ii) all Events of Default, other than the non-payment of the
     principal or premium, if any, of the Junior Debt Securities which has
     become due solely by such acceleration, have been cured or waived as
     provided in Section 5.13 of the Junior Indenture.

     Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of the Preferred
Securities, a record date shall be established for determining Holders of
Outstanding Preferred Securities entitled to join in such notice, which record
date shall be at the close of business on the day the Property Trustee receives
such notice. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or not
such Holders remain Holders after such record date; provided, that, unless such
declaration of acceleration, or rescission and annulment, as the case may be,
shall have become effective by virtue of the requisite percentage having joined
in such notice prior to the day which is 90 days after such record date, such
notice of declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be canceled
and of no further effect. Nothing in this paragraph shall prevent a Holder, or a
proxy of a Holder, from giving, after expiration of such 90-day period, a new
written notice of declaration of acceleration, or rescission and annulment
thereof, as the case may be, that is identical to a written notice which has
been canceled pursuant to the proviso to the preceding sentence, in which event
a new record date shall be established pursuant to the provisions of this
Section 5.14(b).

     The holders of a majority in aggregate Liquidation Amount of the Preferred
Securities may, on behalf of the holders of the Junior Debt Securities and the
Holders of the related Preferred Securities, waive any past default under the
Junior Indenture, except a default in they payment of principal, premium, if
any, or interest (unless such default has been cured and a sum sufficient to pay
all matured installments of interest, premium, if any, and principal due
otherwise than by acceleration has been deposited with the Junior Indenture
Trustee) or a default in respect of a covenant or provision which under the
Junior Indenture cannot be modified or amended without the consent of the holder
of each outstanding Junior Debt Security. No such recission shall affect any
subsequent default or impair any right consequent thereon.

     (c) For so long as any Preferred Securities remain Outstanding, upon an
Event of Default specified in Sections 5.1(a) or 5.1(b) of the Junior Indenture,
any Holder of Preferred


                                       26

Securities shall have the right to institute a proceeding directly against the
Depositor pursuant to Section 5.8 of the Junior Indenture for enforcement of
payment to such Holders of the principal of or premium, if any, or interest on
the Junior Debt Securities having a principal amount equal to the Liquidation
Amount of the Preferred Securities of such Holder (a "Direct Action").

     Except as set forth in this Section 5.14(c) and Section 5.14(b) and
Sections 5.12, 9.2 and 10.5 of the Junior Indenture, the Holders of Preferred
Securities shall have no right to exercise directly any right or remedy
available to the holders of, or in respect of, the Junior Debt Securities.

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

SECTION 6.1 LIMITATIONS ON VOTING RIGHTS.

     (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and
in the Junior Indenture and as otherwise required by law, no Holder of Preferred
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Trust Securities Certificates, be construed so as to constitute the
Securityholders from time to time as partners or members of an association.

     (b) So long as any Junior Debt Securities are held by the Property Trustee,
the Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Junior Indenture Trustee, or
executing any trust or power conferred on the Junior Indenture Trustee with
respect to the Junior Debt Securities, (ii) waive any past default which is
waivable under Section 5.13 of the Junior Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the Junior Debt
Securities shall be due and payable or (iv) consent to any amendment,
modification or termination of the Junior Indenture or the Junior Debt
Securities, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a majority in Liquidation Amount
of all Outstanding Preferred Securities, provided, however, that where a consent
under the Junior Indenture would require the consent of each holder of Junior
Debt Securities affected thereby, no such consent shall be given by the Property
Trustee without the prior written consent of each Holder of Preferred
Securities. The Trustees shall not revoke any action previously authorized or
approved by a vote of the Holders of Preferred Securities, except by a
subsequent vote of the Holders of Preferred Securities. The Property Trustee
shall notify all Holders of the Preferred Securities of any notice of default
received from the Junior Indenture Trustee with respect to the Junior Debt
Securities. In addition to obtaining the foregoing consents of the Holders of
the Preferred Securities, prior to taking any of the foregoing actions, the
Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel
experienced in such matters to the effect that the Trust will continue to
qualify as a grantor trust for United States Federal income tax purposes after
taking into account such action.

     (c) Subject to Section 10.2(c) hereof, if any proposed amendment to the
Trust Agreement provides for, or the Trustees otherwise propose to effect, (i)
any action that would


                                       27

adversely affect in any material respect the powers, preferences or special
rights of the Preferred Securities, whether by way of amendment to the Trust
Agreement or otherwise, or (ii) the dissolution, winding-up or termination of
the Trust, other than pursuant to the terms of this Trust Agreement, then the
Holders of Outstanding Preferred Securities will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of a majority in Liquidation Amount of
the Outstanding Preferred Securities. No amendment to this Trust Agreement may
be made if, as a result of such amendment, the Trust would fail to qualify as a
grantor trust for United States federal income tax purposes.

SECTION 6.2 NOTICE OF MEETINGS.

     Notice of all meetings of the Preferred Securityholders, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each Preferred Securityholder of record, at its
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

SECTION 6.3 MEETINGS OF PREFERRED SECURITYHOLDERS.

     No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of Securityholders to
vote on any matter upon the written request of the Preferred Securityholders of
10% of the Outstanding Preferred Securities (based upon their Liquidation
Amount) and the Administrative Trustees or the Property Trustee may, at any time
in their discretion, call a meeting of Preferred Securityholders to vote on any
matters as to which Preferred Securityholders are entitled to vote.

     Preferred Securityholders of 50% of the Outstanding Preferred Securities
(based upon their Liquidation Amount), present in person or by proxy, shall
constitute a quorum at any meeting of Securityholders.

     If a quorum is present at a meeting, an affirmative vote by the Preferred
Securityholders of record present, in person or by proxy, holding a majority of
the Preferred Securities (based upon their Liquidation Amount) held by the
Preferred Securityholders present, either in person or by proxy, at such meeting
shall constitute the action of the Securityholders, unless this Trust Agreement
requires a greater number of affirmative votes.

SECTION 6.4 VOTING RIGHTS.

     Securityholders shall be entitled to one vote for each $___ of Liquidation
Amount represented by their Trust Securities in respect of any matter as to
which such Securityholders are entitled to vote.

SECTION 6.5 PROXIES, ETC.

     At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy shall be voted at any meeting
unless it shall have been placed


                                       28

on file with the Administrative Trustees, or with such other officer or agent of
the Trust as the Administrative Trustees may direct, for verification prior to
the time at which such vote shall be taken. Pursuant to a resolution of the
Property Trustee, proxies may be solicited in the name of the Property Trustee
or one or more officers of the Property Trustee. Only Securityholders shall be
entitled to vote. When Trust Securities are held jointly by several persons, any
one of them may vote at any meeting in person or by proxy in respect of such
Trust Securities, but if one of them shall be present at such meeting in person
or by proxy, and such joint owners or their proxies so present disagree as to
any vote to be cast, such vote shall not be received in respect of such Trust
Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

SECTION 6.6 SECURITYHOLDER ACTION BY WRITTEN CONSENT.

     Any action which may be taken by Securityholders at a meeting may be taken
without a meeting if Securityholders holding a majority of all Preferred Trust
Securities (based upon their Liquidation Amount) entitled to vote in respect of
such action (or such larger proportion thereof as shall be required by any
express provision of this Trust Agreement) shall consent to the action in
writing.

SECTION 6.7 RECORD DATE FOR VOTING AND OTHER PURPOSES.

     For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or by written consent, or to participate in
any Distribution on the Trust Securities in respect of which a record date is
not otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the Administrative Trustees may from time to time fix a date, not
more than 90 days prior to the date of any meeting of Securityholders or the
payment of a Distribution or other action, as the case may be, as a record date
for the determination of the identity of the Securityholders of record for such
purposes.

SECTION 6.8 ACTS OF SECURITYHOLDERS.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given, made or
taken by Securityholders or Owners may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Securityholders
or Owners in person or by an agent duly appointed in writing; and, except as
otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to an Administrative Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders or
Owners signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor
of the Trustees, if made in the manner provided in this Section.

     Without limiting the generality of this Section 6.8, unless otherwise
provided in or pursuant to this Trust Agreement, a Securityholder, including a
Clearing Agency, may make,


                                       29

give or take, by a proxy, or proxies, duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other act provided
in or pursuant to this Trust Agreement to be made, given or taken by
Securityholders, and a Clearing Agency that is a Securityholder may provide its
proxy or proxies to the beneficial owners of interest the Trust Securities owned
by such Clearing Agency through such Clearing Agency's standing instructions and
customary practices.

     The Administrative Trustees shall fix a record date for the purpose of
determining the Persons who are beneficial owners of interest in any Trust
Securities held by a Clearing House entitled under the procedures of such
Clearing House to make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver
or other act provided in or pursuant to this Trust Agreement to be made, given
or taken by Securityholders. If such a record date is fixed, the Securityholders
on such record date or their duly appointed proxy or proxies, and only such
Persons, shall be entitled to make, give or take such request, demand,
authorization, direction, notice, consent, waiver or other act, whether or not
such Securityholders remain Securityholders after such record date. No such
request, demand, authorization, direction, notice, consent, waiver or other act
shall be valid or effective if made, given or taken more than 90 days after such
record date.

     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him or her the execution thereof. Where such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which any Trustee receiving the same deems
sufficient.

     The ownership of Preferred Securities shall be proved by the Securities
Register.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

     Without limiting the foregoing, a Securityholder entitled hereunder to take
any action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Liquidation Amount of such Trust Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

     If any dispute shall arise between the Securityholders and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such


                                       30

Securityholder or Trustee under this Article 6, then the determination of such
matter by the Property Trustee shall be conclusive with respect to such matter.

SECTION 6.9 INSPECTION OF RECORDS.

     Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection by Securityholders
during normal business hours for any purpose reasonably related to such
Securityholder's interest as a Securityholder.

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

SECTION 7.1 REPRESENTATIONS AND WARRANTIES OF THE BANK AND THE BANK (DELAWARE).

     The Bank and the Bank (Delaware), each severally on behalf of and as to
itself, hereby represents and warrants for the benefit of the Depositor and the
Securityholders that:

     (a) the Bank is a national banking association duly organized, validly
existing and in good standing under the laws of the United States; The Bank
(Delaware) is a Delaware banking corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware; and The Bank
(Delaware), as Delaware Trustee, fulfills for the trust the statutory
requirements of Section 3807 of the Delaware Business Trust Act;

     (b) each of the Bank and the Bank (Delaware) has full corporate power,
authority and legal right to execute, deliver and perform its obligations under
this Trust Agreement and has taken all necessary action to authorize the
execution, delivery and performance by it of this Trust Agreement;

     (c) this Trust Agreement has been duly authorized, executed and delivered
by the Bank and the Bank (Delaware) and constitutes the valid and legally
binding agreement of the Bank and the Bank (Delaware) enforceable against it in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles;

     (d) the execution, delivery and performance by each of the Bank and the
Bank (Delaware) of this Trust Agreement has been duly authorized by all
necessary corporate or other action on the part of the Bank and the Bank
(Delaware), respectively, and do not require any approval of stockholders of the
Bank or the Bank (Delaware) and such execution, delivery and performance will
not (i) violate the Bank's or the Bank's (Delaware) Charter or By-laws, (ii)
violate any provision of, or constitute, with or without notice or lapse of
time, a default under, or result in the creation or imposition of, any Lien on
any properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Bank or the Bank (Delaware) Trustee, as the case may be, is a party
or by which it is bound, or (iii) violate any law, governmental rule or
regulation of the United States or the State of Delaware, as the case may be,
governing the corporate, banking or


                                       31

trust powers of the Bank or the Bank (Delaware) (as appropriate in context) or
any order, judgment or decree applicable to the Bank or the Bank (Delaware);

     (e) neither the authorization, execution or delivery by the Bank or the
Bank (Delaware) of this Trust Agreement nor the consummation of any of the
transactions by the Bank or the Bank (Delaware) (as the case may be)
contemplated herein requires the consent or approval of, the giving of notice
to, the registration with or the taking of any other action with respect to any
governmental authority or agency under any existing Federal law governing the
corporate, banking or trust powers of the Bank or the Bank (Delaware), as
appropriate in context, under the laws of the United States or the State of
Delaware;

     (f) there are no proceedings pending or, to the best of each of the Bank's
and the Bank's (Delaware) knowledge, threatened against or affecting the Bank or
the Bank (Delaware) in any court or before any governmental authority, agency or
arbitration board or tribunal which, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power and
authority of the Bank or the Bank (Delaware), as the case may be, to enter into
or perform its obligations as one of the Trustees under this Trust Agreement.

SECTION 7.2 REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

     The Depositor hereby represents and warrants for the benefit of the
Securityholders that:

     (a) the Trust Securities Certificates issued on behalf of the Trust have
been duly authorized and have been, duly and validly executed, issued and
delivered by the Trustees pursuant to the terms and provisions of, and in
accordance with the requirements of, this Trust Agreement and the
Securityholders will be entitled to the benefits of this Trust Agreement; and

     (b) there are no taxes, fees or other governmental charges payable by the
Trust (or the Trustees on behalf of the Trust) under the laws of the State of
Delaware or any political subdivision thereof in connection with the execution,
delivery and performance by the Bank, the Property Trustee or the Delaware
Trustee, as the case may be, of this Trust Agreement.

                                  ARTICLE VIII

                                  THE TRUSTEES

SECTION 8.1 CERTAIN DUTIES AND RESPONSIBILITIES.

     (a) The duties and responsibilities of the Trustees shall be as provided by
this Trust Agreement and, in the case of the Property Trustee by the Trust
Indenture Act. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section.
To the extent that, at law or in equity, an Administrative Trustee has duties
(including fiduciary duties) and liabilities


                                       32

relating thereto to the Trust or to the Securityholders, such Administrative
Trustee shall not be liable to the Trust or to any Securityholder for such
Trustee's good faith reliance on the provisions of this Trust Agreement. The
provisions of this Trust Agreement, to the extent that they restrict the duties
and liabilities of the Administrative Trustees otherwise existing at law or in
equity, are agreed by the Depositor and the Securityholders to replace such
other duties and liabilities of the Administrative Trustees.

     (b) Except during the continuance of an Event of Default,

          (i) each of the Property Trustee, the Delaware Trustee and the
     Administrative Trustees undertakes to perform such duties and only such
     duties as are specifically set forth in this Trust Agreement, and no
     implied covenants or obligations shall be read into this Trust Agreement
     against any of the Property Trustee; and

          (ii) in the absence of bad faith on its part, the Property Trustee,
     the Delaware Trustee and the Administrative Trustees may conclusively rely,
     as to the truth of the statements and the correctness of the opinions
     expressed therein, upon certificates or opinions furnished to such Person
     and conforming to the requirements of this ; but in the case of any such
     certificates or opinions which by any provisions hereof are specifically
     required to be furnished to any such Person, such Person shall be under a
     duty to examine the same to determine whether or not they conform to the
     requirements of this Trust Agreement.

     (c) In case an Event of Default has occurred and is continuing, the
Property Trustee shall exercise such of the rights and powers vested in it by
this Trust Agreement, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs.

     (d) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Securityholder,
by its acceptance of a Trust Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 8.1(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Trust Agreement or, in the case of the Property Trustee, in the Trust
Indenture Act.

     (e) No provision of this Trust Agreement shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

          (i) the Property Trustee shall not be liable for any error of judgment
     made in good faith by an authorized officer of the Property Trustee, unless
     it shall be proved that the Property Trustee was negligent in ascertaining
     the pertinent facts;


                                       33

          (ii) the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of a majority in Liquidation Amount of the
     Trust Securities relating to the time, method and place of conducting any
     proceeding for any remedy available to the Property Trustee, or exercising
     any trust or power conferred upon the Property Trustee under this Trust
     Agreement;

          (iii) the Property Trustee's sole duty with respect to the custody,
     safe keeping and physical preservation of the Junior Debt Securities and
     the Payment Account shall be to deal with such property in a similar manner
     as the Property Trustee deals with similar property for its own account,
     subject to the protections and limitations on liability afforded to the
     Property Trustee under this Trust Agreement and the Trust Indenture Act;

          (iv) the Property Trustee shall not be liable for any interest on any
     money received by it except as it may otherwise agree with the Depositor;
     and money held by the Property Trustee need not be segregated from other
     funds held by it except in relation to the Payment Account maintained by
     the Property Trustee pursuant to Section 3.1 and except to the extent
     otherwise required by law; and

          (v) the Property Trustee shall not be responsible for monitoring the
     compliance by the Administrative Trustees or the Depositor with their
     respective duties under this Trust Agreement, nor shall the Property
     Trustee be liable for the default or misconduct of the Administrative
     Trustees or the Depositor.

SECTION 8.2 NOTICES OF DEFAULTS AND PAYMENT DEFERRALS.

     Within ninety calendar days after the occurrence of any Event of Default or
Junior Debt Security Tax Event actually known to the Property Trustee, the
Property Trustee shall transmit, in the manner and to the extent provided in
Section 10.8, notice of such Event of Default to the Securityholders, the
Administrative Trustees and the Depositor, unless such Event of Default shall
have been cured or waived.

     Within five Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Junior Debt
Securities pursuant to the Junior Indenture, the Administrative Trustee shall
transmit, in the manner and to the extent provided in Section 10.8, notice of
such exercise to the Securityholders and the Property Trustee, unless such
exercise shall have been revoked.

SECTION 8.3 CERTAIN RIGHTS OF PROPERTY TRUSTEE.

     Subject to the provisions of Section VIII.1:

     (a) the Property Trustee may rely and shall be protected in acting or
refraining from acting in good faith upon any resolution, Opinion of Counsel,
certificate, written representation of a Holder or transferee, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;


                                       34

     (b) if, other than during the occurrence and continuance of an Event of
Default, (i) in performing its duties under this Trust Agreement, the Property
Trustee is required to decide between alternative courses of action or (ii) in
construing any of the provisions of this Trust Agreement the Property Trustee
finds the same ambiguous or inconsistent with any other provisions contained
herein or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which the
Preferred Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor and the Property Trustee shall be fully
protected in acting in accordance with such instructions; provided, however,
that if the Property Trustee does not receive such instructions of the Depositor
within ten Business Days after it has delivered such notice, or such reasonably
shorter period of time set forth in such notice (which to the extent practicable
shall not be less than two Business Days), it may, but shall be under no duty
to, take or refrain from taking such action not inconsistent with this Trust
Agreement as it shall deem advisable and in the best interests of the
Securityholders, in which event the Property Trustee shall have no liability
except for its own bad faith, negligence or willful misconduct;

     (c) any direction or act of the Depositor or the Administrative Trustees
contemplated by this Trust Agreement shall be sufficiently evidenced by an
Officers' Certificate;

     (d) whenever in the administration of this Trust Agreement, the Property
Trustee shall deem it desirable that a matter be established before undertaking,
suffering or omitting any action hereunder, the Property Trustee (unless other
evidence is herein specifically prescribed) may, in the absence of bad faith on
its part, request and rely upon an Officers' Certificate which, upon receipt of
such request, shall be promptly delivered by the Depositor or the Administrative
Trustees;

     (e) the Property Trustee shall have no duty to see to any recording, filing
or registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any rerecording,
refiling or reregistration thereof;

     (f) the Property Trustee may consult with counsel (which counsel may be
counsel to the Depositor or any of its Affiliates, and may include any of its
employees) and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon and in accordance with
such advice; the Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Trust Agreement from any
court of competent jurisdiction;

     (g) the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Securityholders pursuant to this Trust Agreement, unless
such Securityholders shall have offered to the Property Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;


                                       35

     (h) the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Securityholders, but the
Property Trustee may make such further inquiry or investigation into such facts
or matters as it may see fit;

     (i) the Property Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through its agents or
attorneys, provided that the Property Trustee shall be responsible for its own
negligence or recklessness with respect to selection of any agent or attorney
appointed by it hereunder;

     (j) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (i) may request instructions from the Holders of the Trust Securities
which instructions may only be given by the Holders of the same proportion in
Liquidation Amount of the Trust Securities as would be entitled to direct the
Property Trustee under the terms of the Trust Securities in respect of such
remedy, right or action, (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received, and (iii) shall
be protected in acting in accordance with such instructions; and

     (k) except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement.

     No provision of this Trust Agreement shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

SECTION 8.4 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Depositor, and the Trustees do not
assume any responsibility for their correctness (except to the extent they are
incorporated into the Statement of Eligibility on Form T-1 provided by the
Property Trustee to Depositor in connection herewith). The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Junior Debt Securities.

SECTION 8.5 MAY HOLD SECURITIES.

     Except as provided in the definition of the term "Outstanding" in Article
I, any Trustee or any other agent of any Trustee or the Trust, in its individual
or any other capacity, may become the owner or pledgee of Trust Securities and,
subject to Sections 8.8 and 8.13, may otherwise deal with the Trust with the
same rights it would have if it were not a Trustee or such other agent.


                                       36

SECTION 8.6 COMPENSATION; INDEMNITY; FEES.

     The Depositor agrees:

     (a) to pay to the Trustees from time to time reasonable compensation for
all services rendered by them hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust);

     (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this Trust
Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence, bad faith or willful
misconduct; and

     (c) to indemnify each of the Trustees or any predecessor Trustee for, and
to hold the Trustees harmless against, any loss, damage, claims, liability,
penalty or expense incurred without negligence or bad faith on its part, arising
out of or in connection with the acceptance or administration of this Trust
Agreement, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.

     No Trustee may claim any lien or charge on any Trust Property as a result
of any amount due pursuant to this Section 8.6.

     The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement or the resignation or removal of any Trustee.

SECTION 8.7 CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.

     (a) There shall at all times be a Property Trustee hereunder. The Property
Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act
to act as such and has a combined capital and surplus of at least $50,000,000.
If any such Person publishes reports of condition at least annually, pursuant to
law or to the requirements of its supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Property Trustee
with respect to the Trust Securities shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

     (b) There shall at all times be one or more Administrative Trustees
hereunder. Each Administrative Trustee shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
persons authorized to bind that entity.

     (c) There shall at all times be a Delaware Trustee. The Delaware Trustee
shall either be (i) a natural person who is at least 21 years of age and a
resident of the State of Delaware or (ii) a legal entity with its principal
place of business in the State of Delaware and that otherwise


                                       37

meets the requirements of applicable Delaware law that shall act through one or
more persons authorized to bind such entity.

SECTION 8.8 CONFLICTING INTERESTS.

     If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement. Subject to the foregoing, the Depositor and any Trustee may engage in
or possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the Holders shall have no rights by virtue of this
Trust Agreement in and to such independent ventures or the income or profits
derived therefrom, and the pursuit of any such venture, even if competitive with
the business of the Trust, shall not be deemed wrongful or improper. Neither the
Depositor nor any Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and the
Depositor or any Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Trustee may engage in any
financial or other transaction with the Depositor or any Affiliate of the
Depositor, or may act as depository for, trustee or agent for, or act on any
committee or body of holders of, securities or other obligations of the
Depositor or its Affiliates.

SECTION 8.9 CO-TRUSTEES AND SEPARATE TRUSTEE.

     Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the Depositor and the Administrative Trustees, by agreed
action of the majority of such Trustees, shall have power to appoint, and upon
the written request of the Administrative Trustees, the Depositor shall for such
purpose join with the Administrative Trustees in the execution, delivery, and
performance of all instruments and agreements necessary or proper to appoint,
one or more Persons approved by the Property Trustee either to act as
co-trustee, jointly with the Property Trustee, of all or any part of such Trust
Property, or to the extent required by law to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Depositor does not join
in such appointment within 15 days after the receipt by it of a request so to
do, or in case an Event of Default has occurred and is continuing, the Property
Trustee alone shall have power to make such appointment. Any co-trustee or
separate trustee appointed pursuant to this Section shall either be (i) a
natural person who is at least 21 years of age and a resident of the United
States or (ii) a legal entity with its principal place of business in the United
States that shall act through one or more persons authorized to bind such
entity.

     Should any written instrument from the Depositor be required by any co-
trustee or separate trustee so appointed for more fully confirming to such co-
trustee or separate trustee


                                       38

such property, title, right, or power, any and all such instruments shall, on
request, be executed, acknowledged and delivered by the Depositor.

     Every co-trustee or separate trustee shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following terms, namely:

     (a) the Trust Securities shall be executed and delivered, and all rights,
powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustees specified hereunder shall be exercised,
solely by such Trustees and not by such co-trustee or separate trustee;

     (b) the rights, powers, duties, and obligations hereby conferred or imposed
upon the Property Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed by the Property
Trustee or by the Property Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction in
which any particular act is to be performed, the Property Trustee shall be
incompetent or unqualified to perform such act, in which event such rights,
powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee;

     (c) the Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section,
and, in case an Event of Default has occurred and is continuing, the Property
Trustee shall have power to accept the resignation of, or remove, any such
co-trustee or separate trustee without the concurrence of the Depositor; upon
the written request of the Property Trustee, the Depositor shall join with the
Property Trustee in the execution, delivery and performance of all instruments
and agreements necessary or proper to effectuate such resignation or removal;
and a successor to any co-trustee or separate trustee so resigned or removed may
be appointed in the manner provided in this Section;

     (d) no co-trustee or separate trustee hereunder shall be personally liable
by reason of any act or omission of the Property Trustee or any other trustee
hereunder;

     (e) the Property Trustee shall not be liable by reason of any act of a
co-trustee or separate trustee; and

     (f) any Act of Holders delivered to the Property Trustee shall be deemed to
have been delivered to each such co-trustee and separate trustee.

SECTION 8.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

     Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time with respect to the Trust Securities by giving written notice
thereof to the Securityholders.


                                       39

If the instrument of acceptance by the successor Trustee required by Section
8.11 shall not have been delivered to the Relevant Trustee within 30 days after
the giving of such notice of resignation, the Relevant Trustee may petition, at
the expense of the Depositor, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee with respect to the Trust
Securities.

     Unless an Event of Default shall have occurred and be continuing, any
Trustee may be removed at any time by Act of the Common Securityholder. If an
Event of Default shall have occurred and be continuing, the Property Trustee or
the Delaware Trustee, or both of them, may be removed at such time by Act of the
Holders of a majority in Liquidation Amount of the Outstanding Preferred
Securities, delivered to the Relevant Trustee (in its individual capacity and on
behalf of the Trust). An Administrative Trustee may be removed by the Common
Securityholder at any time.

     If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any cause,
at a time when no Event of Default shall have occurred and be continuing, the
Common Securityholder, by Act of the Common Securityholder delivered to the
retiring Trustee, shall promptly appoint a successor Trustee or Trustees with
respect to the Trust Securities and the Trust, and the retiring Trustee shall
comply with the applicable requirements of Section 8.11. If the Property Trustee
or the Delaware Trustee shall resign, be removed or become incapable of
continuing to act as the Property Trustee or the Delaware Trustee, as the case
may be, at a time when an Event of Default shall have occurred and be
continuing, the Preferred Securityholders, by Act of the Securityholders of a
majority in Liquidation Amount of the Preferred Securities then Outstanding
delivered to the retiring Relevant Trustee, shall promptly appoint a successor
Relevant Trustee or Trustees with respect to the Trust Securities and the Trust,
and such successor Trustee shall comply with the applicable requirements of
Section 8.11.

     If an Administrative Trustee shall resign, be removed or become incapable
of acting as Administrative Trustee, regardless of whether an Event of Default
shall have occurred and be continuing, the Common Securityholder by Act of the
Common Securityholder delivered to the Administrative Trustee shall promptly
appoint a successor Administrative Trustee or Administrative Trustees with
respect to the Trust Securities and the Trust, and such successor Administrative
Trustee or Trustees shall comply with the applicable requirements of Section
8.11. If no successor Relevant Trustee with respect to the Trust Securities
shall have been so appointed by the Common Securityholder or the Preferred
Securityholders and accepted appointment in the manner required by Section 8.11,
any Securityholder who has been a Securityholder of Trust Securities for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Relevant Trustee with respect to the Trust Securities.

     The Property Trustee shall give notice of each resignation and each removal
of a Trustee and each appointment of a successor Trustee to all Securityholders
in the manner provided in Section 10.8 and shall give notice to the Depositor.
Each notice shall include the name of the successor Relevant Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.


                                       40

     Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of remaining Administrative Trustees if
there are at least two of them or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees set forth in Section 8.7).

SECTION 8.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     In case of the appointment hereunder of a successor Trustee such successor
Trustee so appointed shall execute, acknowledge and deliver to the Trust and to
the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Depositor or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and if the Property Trustee is the resigning Trustee shall duly
assign, transfer and deliver to the successor Trustee all property and money
held by such retiring Property Trustee hereunder.

     In case of the appointment hereunder of a successor Relevant Trustee with
respect to the Trust Securities and the Trust, the retiring Relevant Trustee and
each successor Relevant Trustee with respect to the Trust Securities shall
execute and deliver an amendment hereto wherein each successor Relevant Trustee
shall accept such appointment and which (a) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Relevant Trustee all the rights, powers, trusts and duties of the
retiring Relevant Trustee with respect to the Trust Securities and the Trust and
(b) shall add to or change any of the provisions of this Trust Agreement as
shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Relevant Trustee, it being understood that nothing
herein or in such amendment shall constitute such Relevant Trustees co-trustees
of the same trust and that each such Relevant Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Relevant Trustee and upon the execution and
delivery of such amendment the resignation or removal of the retiring Relevant
Trustee shall become effective to the extent provided therein and each such
successor Relevant Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Relevant Trustee with respect to the Trust Securities and the Trust; but, on
request of the Trust or any successor Relevant Trustee such retiring Relevant
Trustee shall duly assign, transfer and deliver to such successor Relevant
Trustee all Trust Property, all proceeds thereof and money held by such retiring
Relevant Trustee hereunder with respect to the Trust Securities and the Trust.

     Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.


                                       41

     No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

SECTION 8.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Property Trustee or the Delaware Trustee may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of such Relevant Trustee, shall be the
successor of such Relevant Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.

SECTION 8.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST.

     If and when the Property Trustee or the Delaware Trustee shall be or become
a creditor (whether directly or indirectly Secured or Unsecured) of the
Depositor or the Trust (or any other obligor upon the Junior Debt Securities or
the Trust Securities), the Property Trustee or the Delaware Trustee, as the case
may be, shall be subject to and shall take all actions necessary in order to
comply with the provisions of the Trust Indenture Act regarding the collection
of claims against the Depositor or Trust (or any such other obligor).

SECTION 8.14 REPORTS BY PROPERTY TRUSTEE.

     The Property Trustee shall transmit to Preferred Securityholders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto. If required by Section 313(a) of
the Trust Indenture Act, the Property Trustee shall, within 60 days after each
_________ following the date of the Trust Agreement deliver to Holders a brief
report, dated as of ____________, which complies with the provisions of such
Section 313(a).

     A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with each stock exchange upon which
any Preferred Securities are then listed, with the Commission and with the
Trust. The Trust will promptly notify the Property Trustee when any Preferred
Securities are listed on any stock exchange.

SECTION 8.15 REPORTS TO THE PROPERTY TRUSTEE.

     The Depositor and the Administrative Trustees on behalf of the Trust shall
provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314(a) of the Trust Indenture Act in the form,
in the manner and at the times required by Section 314 of the Trust Indenture
Act.


                                       42

SECTION 8.16 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

     Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement that relate
to any of the matters set forth in Section 314 (c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an
Officers' Certificate.

SECTION 8.17 NUMBER OF TRUSTEES.

     (a) The number of Trustees shall be five, provided that the Holder of all
of the Common Securities by written instrument may increase or decrease the
number of Administrative Trustees; provided, however, that there shall at all
times be at least one Administrative Trustee. The Property Trustee and the
Delaware Trustee may be the same Person if the Property Trustee meets the
applicable requirements.

     (b) If a Trustee ceases to hold office for any reason and the number of
Administrative Trustees is not reduced pursuant to Section 8.17(a), or if the
number of Trustees is increased pursuant to Section 8.17(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 8.10.

     (c) The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of a Trustee shall not operate to annul the
Trust. Whenever a vacancy in the number of Administrative Trustees shall occur,
until such vacancy is filled by the appointment of an Administrative Trustee in
accordance with Section 8.10, the Administrative Trustees in office, regardless
of their number (and notwithstanding any other provision of this Agreement),
shall have all the powers granted to the Administrative Trustees and shall
discharge all the duties imposed upon the Administrative Trustees by this Trust
Agreement.

SECTION 8.18 DELEGATION OF POWER.

     (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
2.7(a), including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

     (b) The Administrative Trustees shall have power to delegate from time to
time to such of their number or to the Depositor the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Administrative Trustees or otherwise as the Administrative Trustees may
deem expedient, to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of the Trust, as set forth herein.

SECTION 8.19 VOTING.

     Except as otherwise provided in this Trust Agreement, the consent or
approval of the Administrative Trustees shall require consent or approval by not
less than a majority of the Administrative Trustees, unless there are only two,
in which case both must consent.


                                       43

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

SECTION 9.1 TERMINATION UPON EXPIRATION DATE.

     Unless earlier terminated, the Trust shall automatically terminate on
____________, _____ (the "Expiration Date"), following the distribution of the
Trust Property in accordance with Section 9.4.

SECTION 9.2 EARLY TERMINATION.

     The first to occur of any of the following events is an "Early Termination
Event":

     (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution,
liquidation or winding-up of, the Depositor;

     (b) the direction to the Property Trustee from the Depositor at any time
(which direction is optional and wholly within the discretion of the Depositor)
to terminate the Trust and distribute a Like Amount of Junior Debt Securities to
Securityholders of Trust Securities.

     (c) the redemption of all of the Trust Securities; and

     (d) the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

     The direction of the Depositor pursuant to Section 9.2(b) shall be made in
writing by the Depositor and specify the date of distribution of the Junior Debt
Securities, which shall not be less than less than 30 days after the date of the
delivery of such direction.

     The election of the Depositor pursuant to Section 9.2(b) shall be made by
the Depositor giving written notice to the Trustees not less than 30 days prior
to the date of distribution of the Junior Debt Securities. Such notice shall
specify the date of distribution of the Junior Debt Securities and shall be
accompanied by an Opinion of Counsel that such event will not be a taxable event
to the Holders of the Preferred Securities for Federal income tax purposes.

SECTION 9.3 TERMINATION.

     The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; and (c) the
discharge of all administrative duties of the Administrative Trustees, including
the performance of any tax reporting obligations with respect to the Trust or
the Securityholders.


                                       44

SECTION 9.4 LIQUIDATION.

     (a) If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by
the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of Junior Debt
Securities, subject to clause (d) below. Notice of liquidation shall be given by
the Property Trustee by first-class mail, postage prepaid mailed not later than
30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust
Securities at such Holder's address appearing in the Securities Register. All
notices of liquidation shall:

          (i) state the Liquidation Date;

          (ii) state that from and after the Liquidation Date the Trust
Securities will no longer be deemed to be Outstanding and any Trust Securities
Certificates not surrendered for exchange will be deemed to represent a Like
Amount of Junior Debt Securities; and

          (iii) provide such information with respect to the mechanics by which
Holders may exchange Trust Securities Certificates for Junior Debt Securities
or, if clause (d) below applies, receive a Liquidation Distribution, as the
Administrative Trustees or the Property Trustee shall deem appropriate.

     (b) In order to effect the liquidation of the Trust and distribution of the
Junior Debt Securities to Securityholders, the Property Trustee shall establish
a record date for such distribution (which shall be not more than 45 days prior
to the Liquidation Date) and, either itself acting as exchange agent or through
the appointment of a separate exchange agent, shall establish such procedures as
it shall deem appropriate to effect the distribution of Junior Debt Securities
in exchange for the Outstanding Trust Securities Certificates.

     (c) Except where Section 9.2(c) or clause (d) below applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Junior Debt
Securities will be issued to holders of Trust Securities Certificates, upon
surrender of such certificates to the Administrative Trustees or their agent for
exchange, (iii) the Depositor shall use its commercially practicable efforts to
have the Junior Debt Securities listed on the New York Stock Exchange or on such
other exchange, interdealer quotation system or self-regulatory organization as
the Preferred Securities are then listed, if any, (iv) any Trust Securities
Certificates not so surrendered for exchange will be deemed to represent a Like
Amount of Junior Debt Securities, accruing interest at the rate provided for in
the Junior Debt Securities from the last Distribution Date on which a
Distribution was made on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so surrendered,
no payments of interest or principal will be made to Holders of Trust Securities
Certificates with respect to such Junior Debt Securities) and (v) all rights of
Securityholders holding Trust Securities will cease, except the right of such
Securityholders to receive Junior Debt Securities upon surrender of Trust
Securities Certificates.

     (d) In the event that, notwithstanding the other provisions of this Section
9.4, whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise,


                                       45

distribution of the Junior Debt Securities in the manner provided herein is
determined by the Property Trustee not to be practical, the Trust Property shall
be liquidated, and the Trust shall be dissolved, wound-up or terminated, by the
Property Trustee in such manner as the Property Trustee determines. In such
event, on the date of the dissolution, winding-up or other termination of the
Trust, Securityholders will be entitled to receive out of the assets of the
Trust available for distribution to Securityholders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the Liquidation Amount per Trust Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such dissolution, winding up or termination, the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid on a pro rata basis (based
upon Liquidation Amounts). The holder of the Common Securities will be entitled
to receive the Liquidation Distribution upon any such dissolution, winding-up or
termination pro rata (determined as aforesaid) with Holders of Preferred
Securities, except that, if an Event of Default has occurred and is continuing,
the Preferred Securities shall have a priority over the Common Securities, and
no Liquidation Distribution shall be paid to the Holders of the Common
Securities unless and until receipt by all Holders of the Preferred Securities
of the entire Liquidation Distribution payable in respect thereof.

SECTION 9.5 MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST.

     The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any corporation or other body,
except pursuant to this Section IX.5. At the request of the Depositor, with the
consent of only the Administrative Trustees and without the consent of the
Holders of the Preferred Securities, the Property Trustee or the Delaware
Trustee, the Trust may merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to a trust organized as such under the
laws of any State; provided, that (i) such successor entity either (a) expressly
assumes all of the obligations of the Trust with respect to the Preferred
Securities or (b) substitutes for the Preferred Securities other securities
having substantially the same terms as the Preferred Securities (the "Successor
Securities") so long as the Successor Securities rank the same as the Preferred
Securities rank in priority with respect to Distributions and payments upon
liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a
trustee of such successor entity possessing the same powers and duties as the
Property Trustee as the holder of the Junior Debt Securities, (iii) the
Successor Securities are listed or traded, or any Successor Securities will be
listed upon notification of issuance, on any national securities exchange or
other organization on which the Preferred Securities are then listed or traded,
if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Preferred Securities (including any
Successor Securities) to be downgraded or placed under surveillance or review by
any nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose identical to that of the
Trust, (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer


                                       46

or lease, the Depositor has received an Opinion of Counsel to the effect that
(a) such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease does not adversely affect the rights, preferences and privileges of the
Holders of the Preferred Securities (including any Successor Securities) in any
material respect, (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity will be required to register as an investment company under the 1940 Act
and (c) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Trust (or any successor entity) will continue
to be classified as a grantor trust for United States Federal income tax
purposes and (viii) the Depositor owns all of the Common Securities of such
successor entity and guarantees the obligations of such successor entity under
the Successor Securities at least to the extent provided by the Guarantee.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
Holders of 100% in Liquidation Amount of the Preferred Securities, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or lease
its properties and assets as an entirety or substantially as an entirety to any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Trust or the successor entity to
be classified as other than a grantor trust for United States Federal income tax
purposes.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

SECTION 10.1 LIMITATION OF RIGHTS OF SECURITYHOLDERS.

     The death or incapacity of any person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor entitle the legal representatives or heirs of such person or any
Securityholder for such person, to claim an accounting, take any action or bring
any proceeding in any court for a partition or winding up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

SECTION 10.2 AMENDMENT.

     (a) This Trust Agreement may be amended from time to time by the Trustees
and the Depositor, without the consent of any Securityholders, (i) to cure any
ambiguity, correct or supplement any provision herein which may be inconsistent
with any other provision herein, or to make any other provisions with respect to
matters or questions arising under this Trust Agreement, which shall not be
inconsistent with the other provisions of this Trust Agreement, or (ii) to
modify, eliminate or add to any provisions of this Trust Agreement to such
extent as shall be necessary to ensure that the Trust will be classified for
United States Federal income tax purposes as a grantor trust at all times that
any Trust Securities are outstanding or to ensure that the Trust will not be
required to register as an investment company under the 1940 Act; provided,
however, that such action shall not adversely affect in any material respect the
interests of any Securityholder, and any amendments of this Trust Agreement
shall become effective when notice thereof is given to the Securityholders.


                                       47

     (b) Except as provided in Section 6.1 and 10.2(c) hereof, any provision of
this Trust Agreement may be amended by the Trustees and the Depositor with (i)
the consent of Trust Securityholders representing a majority (based upon
Liquidation Amounts) of the Trust Securities then Outstanding and (ii) receipt
by the Trustees of an Opinion of Counsel to the effect that such amendment or
the exercise of any power granted to the Trustees in accordance with such
amendment will not affect the Trust's status as a grantor trust for United
States Federal income tax purposes or the Trust's exemption from status of an
investment company under the 1940 Act.

     (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder (such consent
being obtained in accordance with Article Six hereof), this Trust Agreement may
not be amended to (i) change the amount or timing of any Distribution on the
Trust Securities or otherwise adversely affect the amount of any Distribution
required to be made in respect of the Trust Securities as of a specified date,
(ii) change the redemption provisions of the Trust Securities, (iii) restrict
the right of a Securityholder to institute suit for the enforcement of any such
payment contemplated in (i) or (ii) above on or after such date, (iv) modify the
first sentence of Section 2.6 hereof, (v) authorize or issue any beneficial
interest in the Trust other than as contemplated by this Trust Agreement, (vi)
change the conditions precedent for the Depositor to elect to dissolve the Trust
and distribute the Debentures to Holders of the Trust Securities as set forth in
Section 9.2, or (vii) affect the limited liability of any Holder of Preferred
Securities; and notwithstanding any other provision herein, without the
unanimous consent of the Securityholders (such consent being obtained in
accordance with Section 6.3 or 6.6 hereof), this paragraph (c) of this Section
10.2 may not be amended.

     (d) Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an investment company under the 1940 Act or fail or cease to be
classified as a grantor trust for United States Federal income tax purposes.

     (e) Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Depositor, the Property Trustee or the Delaware
Trustee (as the case may be), this Trust Agreement may not be amended in a
manner which imposes any additional obligation on the Depositor, the Property
Trustee or the Delaware Trustee, respectively.

     (f) In the event that any amendment to this Trust Agreement is made, the
Administrative Trustees shall promptly provide to the Depositor a copy of such
amendment.

     (g) Neither the Property Trustee nor the Delaware Trustee shall be required
to enter into any amendment to this Trust Agreement which affects its own
rights, duties or immunities under this Trust Agreement. The Property Trustee
shall be entitled to receive an Opinion of Counsel and an Officers' Certificate
stating that any amendment to this Trust Agreement is in compliance with this
Trust Agreement.


                                       48

SECTION 10.3 SEPARABILITY.

     In case any provision in this Trust Agreement or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

SECTION 10.4 GOVERNING LAW.

     This Trust Agreement and the rights and obligations of each of the
Securityholders, the Trust and the Trustees with respect to this Trust Agreement
and the Trust Securities shall be construed in accordance with and governed by
the laws of the State of Delaware without regard to conflict of laws principles.

SECTION 10.5 PAYMENTS DUE ON NON-BUSINESS DAY.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding day that is a Business Day (except as otherwise
provided in Sections 4.1(a) and 4.2(d)), with the same force and effect as
though made on the date fixed for such payment, and no interest shall accrue
thereon for the period after such date [insert alternative floating rate
conversion, if applicable].

SECTION 10.6 SUCCESSORS.

     This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust or the Relevant Trustee, including
any successor by operation of law. Except in connection with a consolidation,
merger or sale involving the Depositor that is permitted under Article Eight of
the Junior Indenture and pursuant to which the assignee agrees in writing to
perform the Depositor's obligations hereunder, the Depositor shall not assign
its obligations hereunder.

SECTION 10.7 HEADINGS.

     The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

SECTION 10.8 REPORTS, NOTICES AND DEMANDS.

     Any report, notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Securityholder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a
Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to CNA Financial
Corporation, CNA Center, Chicago, Illinois 60685, Attention: ________, facsimile
no.: (312) ______________. Any notice to Preferred Securityholders shall also be
given to such owners as have, within two years preceding the giving of such
notice, filed their names and addresses with the Property Trustee for that
purpose.


                                       49

Such notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to J. P. Morgan Trust Company, National
Association, 55 West Monroe Street, 15th Floor, Chicago, Illinois 60602
Attention: Institutional Trust Services; (b) with respect to the Delaware
Trustee, to Chase Bank USA, National Association, Attn: Worldwide Securities
Services, 500 Stanton Christiana Road, 3/0ps 4, Newark Delaware 19713; and (c)
with respect to the Administrative Trustees, to them at the address above for
notices to the Depositor, marked "Attention Administrative Trustees of CNA
Financial Capital [I][II][III]." Such notice, demand or other communication to
or upon the Trust or the Property Trustee shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Trust
or the Property Trustee.

SECTION 10.9 TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

     (a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions.

     (b) The Property Trustee shall be the only Trustee which is a trustee for
the purposes of the Trust Indenture Act.

     (c) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Trust Agreement by any
of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Trust Agreement modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Trust Agreement as so modified
or excluded, as the case may be.

     (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

SECTION 10.10 ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND JUNIOR
INDENTURE.

     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY
OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE
OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE JUNIOR INDENTURE, AND SHALL


                                       50

CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT
THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND
EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.

                                        CNA Financial Corporation,
                                        as Depositor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        J. P. Morgan Trust Company, National
                                        Association, as Property Trustee


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Chase Bank USA, National Association,
                                        as Delaware Trustee


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------




                                        ----------------------------------------
                                        D. Craig Mense,
                                        as Administrative Trustee



                                        ----------------------------------------
                                        Dennis Hemme,
                                        as Administrative Trustee


                                       51

EX-4.16

                                                                    EXHIBIT 4.16

================================================================================

                               GUARANTEE AGREEMENT

                                     BETWEEN

                            CNA FINANCIAL CORPORATION
                                 (AS GUARANTOR)

                                       AND

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
                                  (AS TRUSTEE)

                                   DATED AS OF

                              _________ ___, _____

================================================================================

                             CROSS-REFERENCE TABLE*



TRUST INDENTURE ACT                                               SECTION OF
OF 1939, AS AMENDED                                          GUARANTEE AGREEMENT
- -------------------                                          -------------------
                                                          
310(a)....................................................             4.1(a)
310(b)....................................................       4.1(c), 2.8
310(c)....................................................      Inapplicable
311(a)....................................................             2.2(b)
311(b)....................................................             2.2(b)
312(a)....................................................             2.2(a)
312(b)....................................................             2.2(b)
313.......................................................               2.3
314(a)....................................................               2.4
314(b)....................................................      Inapplicable
314(c)....................................................               2.5
314(d)....................................................      Inapplicable
314(e)....................................................     1.1, 2.5, 3.2
314(f)....................................................          2.1, 3.2
315(a)....................................................             3.1(d)
315(b)....................................................               2.7
315(c)....................................................               3.1
315(d)....................................................             3.1(d)
316(a)....................................................     1.1, 2.6, 5.4
316(b)....................................................               5.3
316(c)....................................................               8.2
317(a)....................................................      Inapplicable
317(b)....................................................      Inapplicable
318(a)....................................................             2.1(b)
318(b)....................................................               2.1
318(c)....................................................             2.1(a)


*    This Cross-Reference Table does not constitute part of the Guarantee
     Agreement and shall not affect the interpretation of any of its terms or
     provisions.


                                        i

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE I. DEFINITIONS...................................................     1
   Section 1.1 Definitions...............................................     1

ARTICLE II. TRUST INDENTURE ACT..........................................     4
   Section 2.1 Trust Indenture Act; Application..........................     4
   Section 2.2 List of Holders...........................................     5
   Section 2.3 Reports by the Guarantee Trustee..........................     5
   Section 2.4 Periodic Reports to the Guarantee Trustee.................     5
   Section 2.5 Evidence of Compliance with Conditions Precedent..........     5
   Section 2.6 Events of Default; Waiver.................................     5
   Section 2.7 Event of Default; Notice..................................     6
   Section 2.8 Conflicting Interests.....................................     6

ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE..........     6
   Section 3.1 Powers and Duties of the Guarantee Trustee................     6
   Section 3.2 Certain Rights of Guarantee Trustee.......................     8
   Section 3.3 Indemnity.................................................     9

ARTICLE IV. GUARANTEE TRUSTEE............................................    10
   Section 4.1 Guarantee Trustee: Eligibility............................    10
   Section 4.2 Appointment, Removal and Resignation of the Guarantee
               Trustee...................................................    10

ARTICLE V. GUARANTEE.....................................................    11
   Section 5.1 Guarantee.................................................    11
   Section 5.2 Waiver of Notice and Demand...............................    11
   Section 5.3 Obligations Not Affected..................................    11
   Section 5.4 Rights of Holders.........................................    12
   Section 5.5 Guarantee of Payment......................................    12
   Section 5.6 Subrogation...............................................    12
   Section 5.7 Independent Obligations...................................    13

ARTICLE VI. COVENANTS AND SUBORDINATION..................................    13
   Section 6.1 Subordination.............................................    13
   Section 6.2 Ranking Relative to Other Securities......................    13

ARTICLE VII. TERMINATION.................................................    13
   Section 7.1 Termination...............................................    13

ARTICLE VIII. MISCELLANEOUS..............................................    14
   Section 8.1 Successors and Assigns....................................    14
   Section 8.2 Amendments................................................    14



                                       ii

                                                                          
   Section 8.3 Notices...................................................    14
   Section 8.4 Benefit...................................................    15
   Section 8.5 Interpretation............................................    15
   Section 8.6 Governing Law.............................................    16




                                       iii

                               GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT, dated as of ____________, ____, is executed and
delivered by CNA FINANCIAL CORPORATION, a Delaware corporation (the
"Guarantor"), having its principal office at CNA Center, Chicago, Illinois
60685, and J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national banking
association, as trustee (the "Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Preferred Securities (as
defined herein) of CNA Financial Capital [__], a Delaware statutory business
trust (the "Issuer").

     WHEREAS, pursuant to a Second Amended and Restated Trust Agreement (the
"Trust Agreement"), dated as of ____________, ____, among the Issuer Trustees
named therein, the Guarantor, as Depositor, and the Holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing $________ aggregate liquidation amount of its ____% Preferred
Securities, Series ____ (liquidation amount $________ per security) (the
"Preferred Securities") having such terms as are set forth in the Trust
Agreement;

     WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined below), will be used to purchase the Junior Debt
Securities (as defined in the Trust Agreement) of the Guarantor, which will be
deposited with J. P. Morgan Trust Company, National Association, as Property
Trustee under the Trust Agreement, as trust assets; and

     WHEREAS, as incentive for the Holders to purchase Preferred Securities, the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth herein, to pay to the Holders of the Preferred Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein.

     NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement and
pursuant to Section 5.1 hereof extends the Guarantee for the benefit of the
Holders from time to time of the Preferred Securities.

                             ARTICLE I. DEFINITIONS

SECTION 1.1 DEFINITIONS.

     As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the date
hereof.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person, provided, however, that an Affiliate of the
Guarantor shall not be an Affiliate of the Issuer. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or

indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

     "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.

     "Debt" means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; (vi) all
indebtedness of such Person whether incurred on or prior to the date hereof or
thereafter incurred, for claims in respect of derivative products, including
interest rate, foreign exchange rate and commodity forward contracts, futures
contracts, options and swaps and similar arrangements; and (vii) every
obligation of the type referred to in clauses (i) through (vi) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable for, directly or indirectly,
as obligor or otherwise.

     "Event of Default" means a default by the Guarantor on any Guarantee
Payment or other obligations under this Guarantee Agreement; provided, however,
that, except with respect to a default in payment of any Guarantee Payments, the
Guarantor shall have received notice of default and shall not have cured such
default within 60 days after receipt of such notice.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Preferred Securities, to the extent not paid or
made by or on behalf of the Issuer: (i) any accumulated and unpaid Distributions
(as defined in the Trust Agreement) required to be paid on the Preferred
Securities, to the extent the Issuer shall have funds on hand legally available
therefor at such time, (ii) the redemption price, including all accumulated and
unpaid Distributions to the date of redemption (the "Redemption Price"), with
respect to the Preferred Securities called for redemption by the Issuer, to the
extent the Issuer shall have funds on hand legally available therefor at such
time, and (iii) upon a voluntary or involuntary termination, winding-up or
liquidation of the Issuer, unless Junior Debt Securities are distributed to the
Holders or the Preferred Securities are otherwise exchanged or are redeemed in
accordance with their terms, the lesser of (a) the aggregate of the liquidation
amount of $ per Preferred Security plus accumulated and unpaid Distributions on
the Preferred Securities to the date of payment to the extent the Issuer shall
have funds on hand legally available to make such payment, at such time and (b)
the amount of assets of the Issuer remaining available for distribution to
Holders after satisfaction of liabilities to creditors of the Issuer as required
by applicable law (in either case, the "Liquidation Distribution").

     "Guarantee Trustee" means J. P. Morgan Trust Company, National Association,
until a Successor Guarantee Trustee (as defined below) has been appointed and
has accepted such


                                       2

appointment pursuant to the terms of this Guarantee Agreement and thereafter
means each such Successor Guarantee Trustee.

     "Holder" means any Person in whose name a Preferred Security is registered
on the books and records of the Issuer; provided, however, that in determining
whether the Holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder, "Holder" shall not
include the Guarantor or any Subsidiary of the Guarantor.

     "Junior Indenture" means the Junior Subordinated Indenture dated as of
____________, ____, as supplemented and amended between CNA Financial
Corporation, as issuer of debt securities thereunder, and J. P. Morgan Trust
Company, National Association, as trustee.

     "List of Holders" has the meaning specified in Section 2.2(a).

     "Majority in liquidation amount of the Preferred Securities" means, except
as provided by the Trust Indenture Act, a vote by the Holder(s), voting
separately as a class, of more than 50% of the aggregate liquidation amount of
all then outstanding Preferred Securities issued by the Issuer, excluding any
Preferred Securities held by the Issuer, the Guarantor or any Subsidiary of the
Guarantor.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chairman and Chief Executive Officer, President or any Senior Vice
President or Group Vice President, and by the Treasurer, and Associate
Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant
Secretary of such Person, and delivered to the Guarantee Trustee. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Guarantee Agreement shall include:

     (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

     (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

     (c) a statement that each officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

     (d) a statement as to whether, in the opinion of each officer, such
condition or covenant has been complied with.

     "Other CNA Capital Trusts" means CNA Financial Capital [I][II], CNA
Financial Capital [II][III] and other similar trusts established by the
Guarantor.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.


                                       3

     "Responsible Officer" means, with respect to the Guarantee Trustee, any
Senior Vice President, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust Officer or Assistant Trust Officer or any other officer of the Corporate
Trust Department of the above-designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

     "Senior Debt" means the principal of (and premium, if any) and interest, if
any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Guarantor whether or not such
claim for post-petition interest is allowed in such proceeding), on Debt,
whether incurred on or prior to the date of this Guarantee or thereafter
incurred including, without limitation, Debt issued pursuant to the Senior Debt
Indenture between CNA Financial Corporation and The First National Bank of
Chicago, the First Supplemental Indenture of the Senior Debt Indenture between
CNA Financial Corporation and The First National Bank of Chicago, the Second
Supplemental Indenture of the Senior Debt Indenture between CNA Financial
Corporation and J. P. Morgan Trust Company, National Association (formerly known
as The First National Bank of Chicago), and the Subordinated Indenture between
CNA Financial Corporation and J. P. Morgan Trust Company, National Association,
unless, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is provided that such obligations are pari passu or
are not superior in right of payment to the Guarantee or to other Debt which is
pari passu with, or subordinated to, the Guarantee; provided, however, that
Senior Debt shall not be deemed to include (a) any Debt of the Guarantor which
when incurred and without respect to any election under Section 1111(b) of the
Bankruptcy Reform Act of 1978, was without recourse to the Guarantor, (b) any
Debt of the Guarantor to any of its Subsidiaries, (c) Debt to any employee of
the Guarantor, (d) any liability for taxes, (e) Debt or other monetary
obligations to trade creditors created or assumed by the Guarantor or any of its
Subsidiaries in the ordinary course of business in connection with the obtaining
of goods, materials or services and (f) Debt issued under the Junior Indenture
and (g) the Guarantee.

     "Subsidiary" means a Person more than 50% of the outstanding voting stock
of which is owned, directly or indirectly, by CNAF or by one or more other
Subsidiaries, or by CNAF and one or more other Subsidiaries. For purposes of
this definition, "voting stock" means stock or other equity interests which
ordinarily has voting power for the election of directors, trustees or managers,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

     "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

                         ARTICLE II. TRUST INDENTURE ACT

SECTION 2.1 TRUST INDENTURE ACT; APPLICATION.


                                       4

     (a) This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions.

     (b) If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 318,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

SECTION 2.2 LIST OF HOLDERS.

     (a) The Guarantor shall furnish or cause to be furnished to the Guarantee
Trustee (a) semiannually, on or before January 15 and July 15 of each year, a
list, in such form as the Guarantee Trustee may reasonably require, of the names
and addresses of the Holders ("List of Holders") as of a date not more than 15
days prior to the delivery thereof, and (b) at such other times as the Guarantee
Trustee may request in writing, within 30 days after the receipt by the
Guarantor of any such request, a List of Holders as of a date not more than 15
days prior to the time such list is furnished, in each case to the extent such
information is in the possession or control of the Guarantor and is not
identical to a previously supplied list of Holders or has not otherwise been
received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.

     (b) The Guarantee Trustee shall comply with its obligations under Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

SECTION 2.3 REPORTS BY THE GUARANTEE TRUSTEE.

     Within 60 days of May 15 of each year, commencing ____________, ____, the
Guarantee Trustee shall provide to the Holders such reports as are required by
Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4 PERIODIC REPORTS TO THE GUARANTEE TRUSTEE.

     The Guarantor shall provide to the Guarantee Trustee and the Holders such
documents, reports and information, if any, if and as required by Section 314 of
the Trust Indenture Act and the compliance certificate required by Section 314
of the Trust Indenture Act, in the form, in the manner and at the times required
by Section 314 of the Trust Indenture Act.

SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

     The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

SECTION 2.6 EVENTS OF DEFAULT; WAIVER.


                                       5

     The Holders of a Majority in liquidation amount of the Preferred Securities
may, by vote, on behalf of the Holders, waive any past Event of Default and its
consequences. Upon such waiver, any such Event of Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Guarantee Agreement, but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent therefrom.

SECTION 2.7 EVENT OF DEFAULT; NOTICE.

     (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the Holders
notices of all Events of Default known to the Guarantee Trustee, unless such
Events of Default have been cured before the giving of such notice, provided,
that, except in the case of a default in the payment of a Guarantee Payment, the
Guarantee Trustee shall be protected in withholding such notice if and so long
as the Board of Directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Guarantee Trustee in good faith
determines that the withholding of such notice is in the best interests of the
Holders.

     (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this
Guarantee Agreement shall have obtained written notice, of such Event of
Default.

SECTION 2.8 CONFLICTING INTERESTS.

     The Trust Agreements and the Guarantee Agreement for each of the other CNA
Capital Trusts shall be deemed to be specifically described in this Guarantee
Agreement for the purposes of clause (i) of the first proviso contained in
Section 310(b) of the Trust Indenture Act.

         ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1 POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.

     (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the
benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any Person except a Holder exercising his or her rights
pursuant to clause (iv) of Section 5.4 or to a Successor Guarantee Trustee on
acceptance by such Successor Guarantee Trustee of its appointment to act as
Successor Guarantee Trustee. The right, title and interest of the Guarantee
Trustee shall automatically vest in any Successor Guarantee Trustee, upon
acceptance by such Successor Guarantee Trustee of its appointment hereunder, and
such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor Guarantee Trustee.

     (b) If an Event of Default has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

     (c) The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such


                                       6

duties as are specifically set forth in this Guarantee Agreement, and no implied
covenants shall be read into this Guarantee Agreement against the Guarantee
Trustee. In case an Event of Default has occurred (that has not been cured or
waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of
the rights and powers vested in it by this Guarantee Agreement, and use the same
degree of care and skill in its exercise thereof, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

     (d) No provision of this Guarantee Agreement shall be construed to relieve
the Guarantee Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:

          (i)  prior to the occurrence of any Event of Default and after the
               curing or waiving of all such Events of Default that may have
               occurred:

               (A)  the duties and obligations of the Guarantee Trustee shall be
                    determined solely by the express provisions of this
                    Guarantee Agreement, and the Guarantee Trustee shall not be
                    liable except for the performance of such duties and
                    obligations as are specifically set forth in this Guarantee
                    Agreement; and

               (B)  in the absence of bad faith on the part of the Guarantee
                    Trustee, the Guarantee Trustee may conclusively rely, as to
                    the truth of the statements and the correctness of the
                    opinions expressed therein, upon any certificates or
                    opinions furnished to the Guarantee Trustee and conforming
                    to the requirements of this Guarantee Agreement; but in the
                    case of any such certificates or opinions that by any
                    provision hereof or of the Trust Indenture Act are
                    specifically required to be furnished to the Guarantee
                    Trustee, the Guarantee Trustee shall be under a duty to
                    examine the same to determine whether or not they conform to
                    the requirements of this Guarantee Agreement;

          (ii) the Guarantee Trustee shall not be liable for any error of
               judgment made in good faith by a Responsible Officer of the
               Guarantee Trustee, unless it shall be proved that the Guarantee
               Trustee was negligent in ascertaining the pertinent facts upon
               which such judgment was made;

          (iii) the Guarantee Trustee shall not be liable with respect to any
               action taken or omitted to be taken by it in good faith in
               accordance with the direction of the Holders of a Majority in
               liquidation amount of the Preferred Securities relating to the
               time, method and place of conducting any proceeding for any
               remedy available to the Guarantee Trustee, or exercising any
               trust or power conferred upon the Guarantee Trustee under this
               Guarantee Agreement; and

          (iv) no provision of this Guarantee Agreement shall require the
               Guarantee Trustee to expend or risk its own funds or otherwise
               incur personal


                                       7

               financial liability in the performance of any of its duties or in
               the exercise of any of its rights or powers, if the Guarantee
               Trustee shall have reasonable grounds for believing that the
               repayment of such funds or liability is not reasonably assured to
               it under the terms of this Guarantee Agreement or reasonable
               indemnity against such risk or liability is not reasonably
               assured to it.

SECTION 3.2 CERTAIN RIGHTS OF GUARANTEE TRUSTEE.

     (a)  Subject to the provisions of Section 3.1:

          (i)  the Guarantee Trustee may rely and shall be fully protected in
               acting or refraining from acting upon any resolution,
               certificate, statement, instrument, opinion, report, notice,
               request, direction, consent, order, bond, debenture, note, other
               evidence of indebtedness or other paper or document reasonably
               believed by it to be genuine and to have been signed, sent or
               presented by the proper party or parties;

          (ii) any direction or act of the Guarantor contemplated by this
               Guarantee Agreement shall be sufficiently evidenced by an
               Officers' Certificate unless otherwise prescribed herein;

          (iii) whenever, in the administration of this Guarantee Agreement, the
               Guarantee Trustee shall deem it desirable that a matter be proved
               or established before taking, suffering or omitting to take any
               action hereunder, the Guarantee Trustee (unless other evidence is
               herein specifically prescribed) may, in the absence of bad faith
               on its part, request and rely upon an Officers' Certificate
               which, upon receipt of such request from the Guarantee Trustee,
               shall be promptly delivered by the Guarantor;

          (iv) the Guarantee Trustee may consult with legal counsel, and the
               written advice or opinion of such legal counsel with respect to
               legal matters shall be full and complete authorization and
               protection in respect of any action taken, suffered or omitted to
               be taken by it hereunder in good faith and in accordance with
               such advice or opinion; and such legal counsel may be legal
               counsel to the Guarantor or any of its Affiliates and may be one
               of its employees; and the Guarantee Trustee shall have the right
               at any time to seek instructions concerning the administration of
               this Guarantee Agreement from any court of competent
               jurisdiction;

          (v)  the Guarantee Trustee shall be under no obligation to exercise
               any of the rights or powers vested in it by this Guarantee
               Agreement at the request or direction of any Holder, unless such
               Holder shall have provided to the Guarantee Trustee such adequate
               security and indemnity as would satisfy a reasonable person in
               the position of the Guarantee Trustee against the costs, expenses
               (including attorneys' fees and expenses) and liabilities that
               might be incurred by it in complying with such request or
               direction,


                                       8

               including such reasonable advances as may be requested by the
               Guarantee Trustee; provided that, nothing contained in this
               Section 3.2(a)(v) shall be taken to relieve the Guarantee
               Trustee, upon the occurrence of an Event of Default, of its
               obligation to exercise the rights and powers vested in it by this
               Guarantee Agreement;

          (vi) the Guarantee Trustee shall not be bound to make any
               investigation into the facts or matters stated in any resolution,
               certificate, statement, instrument, opinion, report, notice,
               request, direction, consent, order, bond, debenture, note, other
               evidence of indebtedness or other paper or document, but the
               Guarantee Trustee, in its discretion, may make such further
               inquiry or investigation into such facts or matters as it may see
               fit;

          (vii) the Guarantee Trustee may execute any of the trusts or powers
               hereunder or perform any duties hereunder either directly or by
               or through its agents or attorneys, and the Guarantee Trustee
               shall not be responsible for any misconduct or negligence on the
               part of any such agent or attorney appointed with due care by it
               hereunder; and

          (viii) whenever in the administration of this Guarantee Agreement the
               Guarantee Trustee shall deem it desirable to receive instructions
               with respect to enforcing any remedy or right or taking any other
               action hereunder, the Guarantee Trustee (A) may request
               instructions from the Holders of a Majority in liquidation amount
               of the Preferred Securities, (B) may refrain from enforcing such
               remedy or right or taking such other action until such
               instructions are received, and (C) shall be protected in acting
               in accordance with such instructions.

     (b) No provision of this Guarantee Agreement shall be deemed to impose any
duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.

SECTION 3.3 INDEMNITY.

     The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Guarantee Trustee, arising out of or in connection
with the acceptance or administration of this Guarantee Agreement, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The Guarantee Trustee will not claim or exact any lien or charge on
any Guarantee Payments as a result of any amount due to it under this Guarantee
Agreement.


                                       9

     The provisions of this Section 3.3 shall survive the termination of the
Guarantee Agreement or the resignation or removal of the Guarantee Trustee.

                          ARTICLE IV. GUARANTEE TRUSTEE

SECTION 4.1 GUARANTEE TRUSTEE: ELIGIBILITY.

     (a) There shall at all times be a Guarantee Trustee which shall:

          (i)  not be an Affiliate of the Guarantor; and

          (ii) be a Person that is eligible pursuant to the Trust Indenture Act
               to act as such and has a combined capital and surplus of at least
               $50,000,000, and shall be a corporation meeting the requirements
               of Section 310(a) of the Trust Indenture Act. If such corporation
               publishes reports of condition at least annually, pursuant to law
               or to the requirements of the supervising or examining authority,
               then, for the purposes of this Section and to the extent
               permitted by the Trust Indenture Act, the combined capital and
               surplus of such corporation shall be deemed to be its combined
               capital and surplus as set forth in its most recent report of
               condition so published.

     (b) If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2(c).

     (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

SECTION 4.2 APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE TRUSTEE.

     (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor except during an Event of
Default.

     (b) The Guarantee Trustee shall not be removed until a Successor Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Guarantee Trustee and delivered to the
Guarantee Trustee and the Guarantor.

     (c) The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.


                                       10

     (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Guarantee Trustee may petition, at the expense of the Guarantor, any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Guarantee Trustee.

                              ARTICLE V. GUARANTEE

SECTION 5.1 GUARANTEE.

     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim which the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

SECTION 5.2 WAIVER OF NOTICE AND DEMAND.

     The Guarantor hereby waives notice of acceptance of the Guarantee Agreement
and of any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Guarantee Trustee,
the Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

SECTION 5.3 OBLIGATIONS NOT AFFECTED.

     The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

     (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Issuer;

     (b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions (other than an extension of time for payment of
Distributions that results from the deferral of any interest payment period on
the Junior Debt Securities as so provided in the Junior Indenture), Redemption
Price, Liquidation Distribution or any other sums payable under the terms of the
Preferred Securities or the extension of time for the performance of any other
obligation under, arising out of, or in connection with, the Preferred
Securities;

     (c) any failure, omission, delay or lack of diligence on the part of the
Holders, the Property Trustee or the Guarantee Trustee to enforce, assert or
exercise any right, privilege, power or remedy conferred on the Holders, the
Property Trustee or the Guarantee Trustee pursuant to the terms of the Preferred
Securities, or any action on the part of the Issuer granting indulgence or
extension of any kind;


                                       11

     (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

     (e) any invalidity of, or defect or deficiency in, the Preferred
Securities;

     (f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

     (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor;

it being the intent of this Section 5.3 that the obligations of the Guarantor
hereunder shall be absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Holders to give notice to, or obtain
the consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.4 RIGHTS OF HOLDERS.

     The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a Majority in
liquidation amount of the Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of this Guarantee Agreement or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee
Agreement; and (iv) any Holder may institute a legal proceeding directly against
the Guarantor to enforce its rights under this Guarantee Agreement, without
first instituting a legal proceeding against the Guarantee Trustee, the Issuer
or any other Person.

SECTION 5.5 GUARANTEE OF PAYMENT

     This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer) or as otherwise specified in Section 7.1 hereof.

SECTION 5.6 SUBROGATION.

     The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any rights which it may acquire by way
of subrogation or any indemnity, reimbursement or other agreement, in all cases
as a result of payment under this Guarantee Agreement, if, at the time of any
such payment, any amounts are due and unpaid


                                       12

under this Guarantee Agreement. If any amount shall be paid to the Guarantor in
violation of the preceding sentence, the Guarantor agrees to hold such amount in
trust for the Holders and to pay over such amount to the Holders.

SECTION 5.7 INDEPENDENT OBLIGATIONS.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Preferred Securities and
that the Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.

                     ARTICLE VI. COVENANTS AND SUBORDINATION

SECTION 6.1 SUBORDINATION.

     This Guarantee Agreement shall constitute an unsecured obligation of the
Guarantor and shall rank subordinate and junior in right of payment to all
Senior Debt of the Guarantor, it being understood that the terms of Article XIII
of the Junior Indenture shall apply to the obligation of the Guarantor under
this Guarantee Agreement as if set forth herein in full.

SECTION 6.2 RANKING RELATIVE TO OTHER SECURITIES.

     This Guarantee Agreement shall rank (i) pari passu with any Debt other than
Senior Debt, with any guarantee agreements issued by the Guarantor on behalf of
the holders of preferred securities issued by the Other CNA Capital Trusts and
with the most senior preferred stock of the Guarantor and any guarantee issued
in respect of such preferred stock or preferred stock or interests of any
Affiliate of the Guarantor and (ii) senior to the common stock of the Guarantor
and, to the extent set forth therein, guarantee agreements issued by the
Guarantor on behalf of the holders of common securities of the Issuer and the
Other CNA Capital Trusts.

                            ARTICLE VII. TERMINATION

SECTION 7.1 TERMINATION.

     This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Preferred Securities
or the termination, winding-up or liquidation of the Issuer, immediately
following the distribution of Junior Debt Securities to the Holders in exchange
for all of the Preferred Securities or the full payment of the amounts payable
in accordance with the Trust Agreement. Notwithstanding the foregoing, this
Guarantee Agreement will continue to be effective or will be reinstated, as the
case may be, if at any time any Holder must restore payment of any sums paid
with respect to Preferred Securities or this Guarantee Agreement.


                                       13

                           ARTICLE VIII. MISCELLANEOUS

SECTION 8.1 SUCCESSORS AND ASSIGNS.

     All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding. Except in connection with a consolidation, merger,
sale, transfer, conveyance or lease involving the Guarantor or its properties
and assets that is permitted under Article VIII of the Junior Indenture and
pursuant to which the Person formed by or surviving such consolidation or merger
or to which such sale, transfer, conveyance or lease shall have been made, if
other than the Guarantor, expressly agrees in writing to perform the Guarantor's
obligations hereunder, the Guarantor shall not assign its obligations hereunder.

SECTION 8.2 AMENDMENTS.

     Except with respect to any changes which do not adversely affect the rights
of the Holders in any material respect (in which case no consent of the Holders
will be required), this Guarantee Agreement may only be amended with the prior
approval of the Holders of a Majority in liquidation amount of all the
outstanding Preferred Securities. The provisions of Article VI of the Trust
Agreement concerning meetings of the Holders shall apply to the giving of such
approval.

SECTION 8.3 NOTICES.

     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

     (a) if given to the Guarantor, to the address set forth below or such other
address as the Guarantor may give notice to the Holders:

               CNA Financial Corporation
               CNA Center
               Chicago, Illinois  60685
               Facsimile No.: (312) _____________
               Attention: _______________________

     (b) if given to the Issuer, in care of the Guarantee Trustee, at the
Issuer's (and the Guarantee Trustee's) address set forth below or such other
address as the Guarantee Trustee on behalf of the Issuer may give notice to the
Holders:

               CNA Financial Capital [__]
               c/o CNA Financial Corporation
               CNA Center
               Chicago, Illinois  60685
               Facsimile No.: (312) _____________
               Attention: _______________________


                                       14

               with a copy to:

               J. P. Morgan Trust Company, National Association
               55 West Monroe Street, 15th Floor
               Chicago, Illinois 60602
               Facsimile No.:
               Attention: Institutional Trust Services

     (c) if given to any Holder, at the address set forth on the books and
records of the Issuer.

     All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

SECTION 8.4 BENEFIT.

     This Guarantee Agreement is solely for the benefit of the Holders of the
Preferred Securities and is not separately transferable from the Preferred
Securities.

SECTION 8.5 INTERPRETATION.

     In this Guarantee Agreement, unless the context otherwise requires:

     (a) capitalized terms used in this Guarantee Agreement but not defined in
the preamble hereto have the respective meanings assigned to them in Section
1.1;

     (b) a term defined anywhere in this Guarantee Agreement has the same
meaning throughout;

     (c) all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time;

     (d) all references in this Guarantee Agreement to Articles and Sections are
to Articles and Sections of this Guarantee Agreement unless otherwise specified;

     (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires;

     (f) a reference to the singular includes the plural and vice versa; and

     (g) the masculine, feminine or neuter genders used herein shall include the
masculine, feminine and neuter genders.


                                       15

SECTION 8.6 GOVERNING LAW.

     THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

     THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                        CNA Financial Corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        J. P. Morgan Trust Company,
                                        National Association, as
                                        Guarantee Trustee


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       16

EX-23.2

                                                                    Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated February 25, 2005 (May 10, 2005 as to the effects
of the restatement described in Note T to the consolidated financial
statements), relating to the consolidated financial statements and financial
statement schedules of CNA Financial Corporation and subsidiaries (which report
expressed an unqualified opinion and included explanatory paragraphs relating to
the restatement described in Note T to the consolidated financial statements and
relating to the change in method of accounting for certain separate account
products in 2004), and of our report on internal control over financial
reporting dated February 25, 2005 (May 10, 2005 as to the effect of the material
weakness described in Management's Report on Internal Control Over Financial
Reporting (as revised)) (which report expressed an adverse opinion on the
effectiveness of the Company's internal control over financial reporting because
of a material weakness), appearing in the Annual Report on Form 10-K/A of CNA
Financial Corporation and subsidiaries for the year ended December 31, 2004 and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.


/s/ Deloitte & Touche LLP

Chicago, Illinois
August 15, 2005

EX-25.1

                                                                    EXHIBIT 25.1



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ----------------------------------------

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                     95-4655078
(State of incorporation                                        (I.R.S. employer
if not a national bank)                                     identification No.)

1999 AVENUE OF THE STARS, FLOOR 26
LOS ANGELES, CALIFORNIA                                                   90067
(Address of principal executive offices)                             (Zip Code)

                              F. Henry Kleschen III
                            Assistant General Counsel
                       227 West Monroe Street, Suite 2600
                                Chicago, IL 60606
                               Tel: (312) 267-5064
            (Name, address and telephone number of agent for service)
                  --------------------------------------------
                            CNA FINANCIAL CORPORATION
               (Exact name of obligor as specified in its charter)

DELAWARE                                                             36-6169860
(State or other jurisdiction of                                (I.R.S. employer
incorporation or organization)                              identification No.)


CNA CENTER
CHICAGO, IL                                                               60685
(Address of principal executive offices)                             (Zip Code)


                                 DEBT SECURITIES
                       (Title of the indenture securities)
         -------------------------------------------------------------




ITEM 1.     GENERAL INFORMATION.

            Furnish the following information as to the trustee:

      (a)   Name and address of each examining or supervising authority to
            which it is subject.

            Comptroller of the Currency, Washington, D.C.
            Board of Governors of the Federal Reserve System,
            Washington, D.C.

      (b)   Whether it is authorized to exercise corporate trust powers.

            Yes.

ITEM 2.     AFFILIATIONS WITH OBLIGOR.

      If the Obligor is an affiliate of the trustee, describe each such
      affiliation.

      None.


NO RESPONSES ARE INCLUDED FOR ITEMS 3-15 OF THIS FORM T-1 BECAUSE THE OBLIGOR IS
NOT IN DEFAULT AS PROVIDED UNDER ITEM 13.

ITEM 16.    LIST OF EXHIBITS.

      List below all exhibits filed as part of this statement of eligibility.

      Exhibit 1.    Articles of Association of the Trustee as Now in Effect
                    (see Exhibit 1 to Form T-1 filed in connection with Form 8K
                    of the Southern California Water Company filing, dated
                    December 7, 2001, which is incorporated by reference).

      Exhibit 2.    Certificate of Authority of the Trustee to Commence Business
                    (see Exhibit 2 to Form T-1 filed in connection with
                    Registration Statement No. 333-41329, which is incorporated
                    by reference).

      Exhibit 3.    Authorization of the Trustee to Exercise Corporate Trust
                    Powers (contained in Exhibit 2).

      Exhibit 4.    Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
                    filed in connection with Form 8K of the Southern California
                    Water Company filing, dated December 7, 2001, which is
                    incorporated by reference).

      Exhibit 5.    Not Applicable

      Exhibit 6.    The consent of the Trustee required by Section 321 (b)
                    of the Act.

      Exhibit 7.    A copy of the latest report of condition of the Trustee,
                    published pursuant to law or the requirements of its
                    supervising or examining authority.

      Exhibit 8.    Not Applicable

      Exhibit 9.    Not Applicable





                                       2










                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, J. P. Morgan Trust Company, National Association, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago, and State of
Illinois, on the 10th day of August, 2005.


                             J. P. Morgan Trust Company, National Association


                                 By        /s/ George Reaves
                                   -------------------------------
                                      George Reaves
                                      Authorized Officer





                                       3






                                    EXHIBIT 6

        THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT



                                 August 10, 2005



Securities and Exchange Commission
Washington, D.C. 20549



Ladies and Gentlemen:

In connection with the qualification of an indenture between CNA Financial
Corporation and J.P. Morgan Trust Company, National Association, as trustee, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.

                                Very truly yours,

                                J.P. MORGAN TRUST COMPANY, NATIONAL
                                ASSOCIATION



                                 By       /s/ George Reaves
                                          -------------------
                                          George Reaves
                                          Authorized Officer




                                       4






EXHIBIT 7.          Report of Condition of the Trustee.
- --------------------------------------------------------------------------------


                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
                             STATEMENT OF CONDITION

                                 MARCH 31, 2005

                                                               
                                                                   ($000)
                                                                  ------
ASSETS
     Cash and Due From Banks                               $      29,397
     Securities                                                  207,530
     Loans and Leases                                            110,719
     Premises and Fixed Assets                                     8,753
     Intangible Assets                                           370,377
     Goodwill                                                    202,094
     Other Assets                                                 42,767
                                                          ------------------
        Total Assets                                       $     971,637
                                                          ==================


LIABILITIES
     Deposits                                              $     121,455
     Other Liabilities                                            55,518
                                                          ------------------
        Total Liabilities                                        176,973

EQUITY CAPITAL

     Common Stock                                                    600
     Surplus                                                     701,587
     Retained Earnings                                            92,477
                                                          ------------------
        Total Equity Capital                                     794,664
                                                          ------------------

        Total Liabilities and Equity Capital               $     971,637
                                                          ==================







                                       5

EX-25.2

                                                                    EXHIBIT 25.2




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ----------------------------------------

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                     95-4655078
(State of incorporation                                        (I.R.S. employer
if not a national bank)                                     identification No.)

1999 AVENUE OF THE STARS, FLOOR 26
LOS ANGELES, CALIFORNIA                                                   90067
(Address of principal executive offices)                             (Zip Code)

                              F. Henry Kleschen III
                            Assistant General Counsel
                       227 West Monroe Street, Suite 2600
                                Chicago, IL 60606
                               Tel: (312) 267-5064
            (Name, address and telephone number of agent for service)
                  --------------------------------------------
                        CNA FINANCIAL CAPITAL I, II & III
               (Exact name of obligor as specified in its charter)

DELAWARE                                                      TO BE APPLIED FOR
(State or other jurisdiction of                                (I.R.S. employer
incorporation or organization)                              identification No.)


CNA CENTER
CHICAGO, IL                                                               60685
(Address of principal executive offices)                             (Zip Code)


                           TRUST PREFERRED SECURITIES
                       (Title of the indenture securities)
         -------------------------------------------------------------




ITEM 1.        GENERAL INFORMATION.

               Furnish the following information as to the trustee:

        (a)    Name and address of each examining or supervising authority to

               which it is subject.

               Comptroller of the Currency, Washington, D.C.
               Board of Governors of the Federal Reserve System,
               Washington, D.C.

        (b)    Whether it is authorized to exercise corporate trust powers.

               Yes.

ITEM 2.        AFFILIATIONS WITH OBLIGOR.

        If the Obligor is an affiliate of the trustee, describe each such
        affiliation.

        None.


NO RESPONSES ARE INCLUDED FOR ITEMS 3-15 OF THIS FORM T-1 BECAUSE THE OBLIGOR IS
NOT IN DEFAULT AS PROVIDED UNDER ITEM 13.

ITEM 16.       LIST OF EXHIBITS.

               List below all exhibits filed as part of this statement of
               eligibility.

               Exhibit 1.    Articles of Association of the Trustee as Now in
                             Effect (see Exhibit 1 to Form T-1 filed in
                             connection with Form 8K of the Southern California
                             Water Company filing, dated December 7, 2001, which
                             is incorporated by reference).

               Exhibit 2.    Certificate of Authority of the Trustee to Commence
                             Business (see Exhibit 2 to Form T-1 filed in
                             connection with Registration Statement
                             No. 333-41329, which is incorporated by reference).

               Exhibit 3.    Authorization of the Trustee to Exercise Corporate
                             Trust Powers (contained in Exhibit 2).

               Exhibit 4.    Existing By-Laws of the Trustee (see Exhibit 4
                             to Form T-1 filed in connection with Form 8K of the
                             Southern California Water Company filing, dated
                             December 7, 2001, which is incorporated by
                             reference).

               Exhibit 5.    Not Applicable

               Exhibit 6.    The consent of the Trustee required by
                             Section 321 (b) of the Act.

               Exhibit 7.    A copy of the latest report of condition of the
                             Trustee, published pursuant to law or the
                             requirements of its supervising or examining
                             authority.

               Exhibit 8.    Not Applicable

               Exhibit 9.    Not Applicable




                                       2











                                    SIGNATURE

               Pursuant to the requirements of the Trust Indenture Act of 1939,
          the Trustee, J. P. Morgan Trust Company, National Association, has
          duly caused this statement of eligibility and qualification to be
          signed on its behalf by the undersigned, thereunto duly authorized,
          all in the City of Chicago, and State of Illinois, on the 10th day of
          August, 2005.


                                J. P. Morgan Trust Company, National Association


                                    By        /s/ George Reaves
                                      -------------------------------
                                         George Reaves
                                         Authorized Officer





                                       3






                                    EXHIBIT 6

        THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT



                                 August 10, 2005



Securities and Exchange Commission
Washington, D.C. 20549



Ladies and Gentlemen:

In connection with the qualification of an indenture between CNA Financial
Capital I, II and III and J.P. Morgan Trust Company, National Association, as
trustee, the undersigned, in accordance with Section 321(b) of the Trust
Indenture Act of 1939, as amended, hereby consents that the reports of
examinations of the undersigned, made by Federal or State authorities authorized
to make such examinations, may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.

                         Very truly yours,

                         J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION



                          By       /s/ George Reaves
                                   -------------------
                                   George Reaves
                                   Authorized Officer




                                       4






EXHIBIT 7.          Report of Condition of the Trustee.
- --------------------------------------------------------------------------------


                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
                             STATEMENT OF CONDITION

                                 MARCH 31, 2005

                                                            
                                                               ($000)
                                                               ------
ASSETS
    Cash and Due From Banks                               $      29,397
    Securities                                                  207,530
    Loans and Leases                                            110,719
    Premises and Fixed Assets                                     8,753
    Intangible Assets                                           370,377
    Goodwill                                                    202,094
    Other Assets                                                 42,767
                                                         ------------------
       Total Assets                                       $     971,637
                                                         ==================


LIABILITIES
    Deposits                                              $     121,455
    Other Liabilities                                            55,518
                                                         ------------------
       Total Liabilities                                        176,973

EQUITY CAPITAL

    Common Stock                                                    600
    Surplus                                                     701,587
    Retained Earnings                                            92,477
                                                         ------------------
       Total Equity Capital                                     794,664
                                                         ------------------

       Total Liabilities and Equity Capital               $     971,637
                                                         ==================







                                       5

EX-25.3

                                                                    EXHIBIT 25.3




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ----------------------------------------

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                     95-4655078
(State of incorporation                                        (I.R.S. employer
if not a national bank)                                     identification No.)

1999 AVENUE OF THE STARS, FLOOR 26
LOS ANGELES, CALIFORNIA                                                   90067
(Address of principal executive offices)                             (Zip Code)

                              F. Henry Kleschen III
                            Assistant General Counsel
                       227 West Monroe Street, Suite 2600
                                Chicago, IL 60606
                               Tel: (312) 267-5064
            (Name, address and telephone number of agent for service)
                  --------------------------------------------
                            CNA FINANCIAL CORPORATION
               (Exact name of obligor as specified in its charter)

DELAWARE                                                             36-6169860
(State or other jurisdiction of                                (I.R.S. employer
incorporation or organization)                              identification No.)


CNA CENTER
CHICAGO, IL                                                               60685
(Address of principal executive offices)                             (Zip Code)


                                   GUARANTEES
                       (Title of the indenture securities)
         -------------------------------------------------------------




ITEM 1.       GENERAL INFORMATION.

              Furnish the following information as to the trustee:

        (a)   Name and address of each examining or supervising authority to
              which it is subject.

              Comptroller of the Currency, Washington, D.C.
              Board of Governors of the Federal Reserve System, Washington, D.C.

        (b)   Whether it is authorized to exercise corporate trust powers.

              Yes.

ITEM 2.       AFFILIATIONS WITH OBLIGOR.

        If the Obligor is an affiliate of the trustee, describe each such
        affiliation.

              None.


NO RESPONSES ARE INCLUDED FOR ITEMS 3-15 OF THIS FORM T-1 BECAUSE THE OBLIGOR IS
NOT IN DEFAULT AS PROVIDED UNDER ITEM 13.

ITEM 16.       LIST OF EXHIBITS.

        List below all exhibits filed as part of this statement of eligibility.

        Exhibit 1.  Articles of Association of the Trustee as Now in Effect
                    (see Exhibit 1 to Form T-1 filed in connection with Form
                    8K of the Southern California Water Company filing, dated
                    December 7, 2001, which is incorporated by reference).

        Exhibit 2.  Certificate of Authority of the Trustee to Commence Business
                    (see Exhibit 2 to Form T-1 filed in connection with
                    Registration Statement No. 333-41329, which is incorporated
                    by reference).

        Exhibit 3.  Authorization of the Trustee to Exercise Corporate Trust
                    Powers (contained in Exhibit 2).

        Exhibit 4.  Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
                    filed in connection with Form 8K of the Southern California
                    Water Company filing, dated December 7, 2001, which is
                    incorporated by reference).

        Exhibit 5.  Not Applicable

        Exhibit 6.  The consent of the Trustee required by Section 321 (b) of
                    the Act.

        Exhibit 7.  A copy of the latest report of condition of the Trustee,
                    published pursuant to law or the requirements of its
                    supervising or examining authority.

        Exhibit 8.  Not Applicable

        Exhibit 9.  Not Applicable




                                       2











                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, J. P. Morgan Trust Company, National Association, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago, and State of
Illinois, on the 10th day of August, 2005.


                             J. P. Morgan Trust Company, National Association


                                 By        /s/ George Reaves
                                   -------------------------------
                                      George Reaves
                                      Authorized Officer





                                       3






                                    EXHIBIT 6

        THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT



                                 August 10, 2005



Securities and Exchange Commission
Washington, D.C. 20549



Ladies and Gentlemen:

In connection with the qualification of an indenture between CNA Financial
Corporation and J.P. Morgan Trust Company, National Association, as trustee, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.

                               Very truly yours,

                               J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION



                                By       /s/ George Reaves
                                         -------------------
                                         George Reaves
                                         Authorized Officer




                                       4






EXHIBIT 7.          Report of Condition of the Trustee.
- --------------------------------------------------------------------------------


                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
                             STATEMENT OF CONDITION

                                 MARCH 31, 2005

                                                             
                                                                ($000)
                                                                ------
ASSETS
     Cash and Due From Banks                               $      29,397
     Securities                                                  207,530
     Loans and Leases                                            110,719
     Premises and Fixed Assets                                     8,753
     Intangible Assets                                           370,377
     Goodwill                                                    202,094
     Other Assets                                                 42,767
                                                          ------------------
        Total Assets                                       $     971,637
                                                          ==================


LIABILITIES
     Deposits                                              $     121,455
     Other Liabilities                                            55,518
                                                          ------------------
        Total Liabilities                                        176,973

EQUITY CAPITAL

     Common Stock                                                    600
     Surplus                                                     701,587
     Retained Earnings                                            92,477
                                                          ------------------
        Total Equity Capital                                     794,664
                                                          ------------------

        Total Liabilities and Equity Capital                $    971,637
                                                          ==================





                                       5