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Investment Facilities And Services Agreement

This is an actual contract by CNA Financial.

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Sectors: Insurance
Governing Law: New York, View New York State Laws
Effective Date: January 01, 2006
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Exhibit 10.3 INVESTMENT FACILITIES AND SERVICES AGREEMENT This Investment Facilities and Services Agreement (the " Agreement" ) dated as of January 1, 2006 by and among Loews/CNA Holdings, Inc ., a Delaware corporation (" Loews" ), CNA Financial Corporation , a Delaware corporation (" CNA" ) and each of the Participating Subsidiaries as defined below.W I T N E S S E T H: WHEREAS , Loews has experience and expertise in providing investment facilities and services to assist affiliated companies; WHEREAS , CNA and its insurance and other subsidiaries in the ordinary course of business have substantial investment portfolios (each a " Portfolio" ), and have in the past, and wish to continue in the future, to avail themselves of the investment facilities and services of Loews in connection with the management and investment of their Portfolios while at all times maintaining absolute control over the management of their own business including, without limitation, full authority and control with respect to their Portfolios; and WHEREAS , Loews is willing to provide to CNA and its insurance and other subsidiaries investment facilities and services pursuant to this Agreement provided such subsidiary and Loews enter into an acknowledgement in the form attached hereto as Attachment A (any such subsidiary being herein referred to as a " Participating Subsidiary" and CNA and the Participating Subsidiaries being herein jointly referred to as the " Companies" and individually as a " Company" ); and WHEREAS , in light of the foregoing Loews and CNA desire to memorialize their agreements with respect to the foregoing as of the date hereof and to formulate agreements for future operations, NOW, THEREFORE , the parties agree as follows: Section 1. Investment Services and Facilities . Loews shall, in accordance with the rules and guidelines from time to time established by a Company with respect to its Portfolios, as set forth below, provide the following investment facilities and services: (a) Investment analysis and trade execution for each Portfolio, including Portfolio management, trading strategies, credit evaluation, and recommendations regarding, and evaluation and monitoring of the performance of, third party advisers. (b) Access to Loews' s data sources and trading programs and facilities including, without limitation, office space, meeting rooms, data terminals and other resources. (c) In furtherance of the foregoing, the services of Loews' s personnel and the personnel of its affiliates. (d) Other services incidental to the foregoing. Section 2. Rules and Guidelines . Loews recognizes and agrees that each Company retains absolute control and decision making authority with respect to its assets, including its Portfolio. In furtherance thereof, the parties have implemented the following: (a) Access . Policies and procedures whereby each Company shall have access to all trade executions to monitor the performance by Loews of its obligations hereunder. (b) Compliance with Laws, etc. . All transactions with respect to a Portfolio shall comply with all laws and regulations, including, without limitation, insurance regulatory requirements (if applicable), to which

such Company is subject as from time to time in effect. In addition, each Company may from time to time establish guidelines and trading restrictions as to guidelines of investments, trading strategies, credit policies and such other matters as such Company may deem appropriate. Loews shall execute trading strategies in accordance with guidelines established from time to time by each Company with respect to its Portfolio. (c) Brokers and Counterparties . Loews may only engage in transactions with brokers, dealers and other counterparties approved by the applicable Company. (d) Custody . All assets in a Portfolio shall be held in the custody of a bank or trust company selected by the applicable Company and be held by such custodian solely for the account of the Company. At no time shall Loews have any right, title or interest in, or possession or custody over any assets in a Portfolio for any purpose whatsoever. The Company shall maintain the right to vote and give consents or waivers with respect to any securities in its Portfolio. Section 3. Relationship of the Parties . (a) Each party acknowledges that the services provided hereunder by Loews are intended to be administrative, technical or ministerial and not to set policy for CNA or any Company. Each Company shall continue to set policy independently through its own Board of Directors and officers. (b) In all activities under this Agreement, Loews shall be an independent contractor. Nothing in this Agreement shall be deemed to (i) make Loews the agent, joint venturer or partner of any Company, or (ii) create in either party the right or authority to incur any obligation on behalf of the other party or to bind such other party in any way whatsoever except as may be expressly provided for in this Agreement. (c) Neither party shall have any liability for any act or omission in connection with this Agreement other than repeating a service for the purpose of correcting an act or omission of an act where reasonable and appropriate under the circumstances. Neither party shall be liable to the other party, in respect of any act or omission in connection with this Agreement, for loss of profits, good will or any other general, direct, special or consequential damages of any kind. Except as expressly set forth in Sections 1 and 2, the parties make no representations or warranties with respect to the services to be provided under this Agreement. Section 4. Fees, Costs and Expenses Cost Basis Reimbursement . CNA, on behalf of each Company, shall pay directly or reimburse or shall cause to pay directly or reimburse Loews for all reasonable costs, expenses and disbursements incurred by Loews, supported by monthly statements, in providing services pursuant to this Agreement including, without limitation, personnel costs (compensation, benefits and payroll taxes), general overhead (rent, office services, maintenance, utilities, supplies), the cost of services provided by third parties and such other actual costs, expenses and disbursements reasonably incurred by Loews. To the extent that such costs relate to services provi
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