GUARANTEE AGREEMENT BETWEEN CNA FINANCIAL CORPORATION (AS GUARANTOR) AND J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (AS TRUSTEE) DATED AS

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EXHIBIT 4.16

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GUARANTEE AGREEMENT

BETWEEN

CNA FINANCIAL CORPORATION

(AS GUARANTOR)

AND

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

(AS TRUSTEE)

DATED AS OF

_________ ___, _____

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CROSS-REFERENCE TABLE*

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TRUST INDENTURE ACT SECTION OF

OF 1939, AS AMENDED GUARANTEE AGREEMENT

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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)

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* 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.

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TABLE OF CONTENTS

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PAGE

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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

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Section 8.3 Notices................................................... 14

Section 8.4 Benefit................................................... 15

Section 8.5 Interpretation............................................ 15

Section 8.6 Governing Law............................................. 16

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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

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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

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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.

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"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.

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(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 Sectio