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 FinancialCorporation**, a Delaware corporation (“CNA”) and each of the Participating Subsidiaries as definedbelow.W I T N E S S E T H:     **WHEREAS**, Loews has experience and expertise in providing investment facilities and services toassist affiliated companies;     **WHEREAS**, CNA and its insurance and other subsidiaries in the ordinary course of business havesubstantial investment portfolios (each a “Portfolio”), and have in the past, and wish to continuein the future, to avail themselves of the investment facilities and services of Loews in connectionwith the management and investment of their Portfolios while at all times maintaining absolutecontrol over the management of their own business including, without limitation, full authority andcontrol with respect to their Portfolios; and     **WHEREAS**, Loews is willing to provide to CNA and its insurance and other subsidiariesinvestment facilities and services pursuant to this Agreement provided such subsidiary and Loewsenter into an acknowledgement in the form attached hereto as Attachment A (any such subsidiarybeing herein referred to as a “Participating Subsidiary” and CNA and the Participating Subsidiariesbeing 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 withrespect 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 therules and guidelines from time to time established by a Company with respect to its Portfolios, asset forth below, provide the following investment facilities and services:     (a) Investment analysis and trade execution for each Portfolio, including Portfoliomanagement, trading strategies, credit evaluation, and recommendations regarding, and evaluationand monitoring of the performance of, third party advisers.     (b) Access to Loews’s data sources and trading programs and facilities including, withoutlimitation, office space, meeting rooms, data terminals and other resources.     (c) In furtherance of the foregoing, the services of Loews’s personnel and the personnel ofits affiliates.     (d) Other services incidental to the foregoing.     **Section 2.****Rules and Guidelines**. Loews recognizes and agrees that each Companyretains absolute control and decision making authority with respect to its assets, including itsPortfolio. In furtherance thereof, the parties have implemented the following:     (a) **Access**. Policies and procedures whereby each Company shall have access to alltrade executions to monitor the performance by Loews of its obligations hereunder.     (b) **Compliance with Laws, etc.**. All transactions with respect to a Portfolio shallcomply with all laws and regulations, including, without limitation, insurance regulatoryrequirements (if applicable), to which
 

 
such Company is subject as from time to time in effect. In addition, each Company may fromtime to time establish guidelines and trading restrictions as to guidelines of investments, tradingstrategies, credit policies and such other matters as such Company may deem appropriate. Loewsshall execute trading strategies in accordance with guidelines established from time to time byeach 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 ortrust company selected by the applicable Company and be held by such custodian solely for theaccount of the Company. At no time shall Loews have any right, title or interest in, or possessionor custody over any assets in a Portfolio for any purpose whatsoever. The Company shall maintainthe 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 beadministrative, technical or ministerial and not to set policy for CNA or any Company. EachCompany 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 ofany Company, or (ii) create in either party the right or authority to incur any obligation onbehalf of the other party or to bind such other party in any way whatsoever except as may beexpressly provided for in this Agreement.     (c) Neither party shall have any liability for any act or omission in connection with thisAgreement other than repeating a service for the purpose of correcting an act or omission of an actwhere reasonable and appropriate under the circumstances. Neither party shall be liable to theother party, in respect of any act or omission in connection with this Agreement, for loss ofprofits, 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 orwarranties with respect to the services to be provided under this Agreement.     **Section 4.****Fees, Costs and Expenses – Cost Basis Reimbursement**. CNA, on behalf ofeach Company, shall pay directly or reimburse or shall cause to pay directly or reimburse Loews forall reasonable costs, expenses and disbursements incurred by Loews, supported by monthlystatements, in providing services pursuant to this Agreement including, without limitation,personnel costs (compensation, benefits and payroll taxes), general overhead (rent, officeservices, maintenance, utilities, supplies), the cost of services provided by third parties andsuch other actual costs, expenses and disbursements reasonably incurred by Loews. To the extentthat such costs relate to services provided both to CNA or the Company and to affiliates of Loewsother than CNA or the Company, such costs shall be fairly and equitably allocated among CNA or theCompany and the other Loews affiliates in a manner consistent with past practices. CNA shallallocate to each Company and cause it to pay that portion of the amount due as stated in eachbilling statement in proportion to such company’s relative share of the total invested assets as towhich Loews is providing services under this Agreement.     **Section 5.****Notices**. All notices, consents and other communications hereunder shallbe in writing and shall be deemed given hereunder when sent by certified mail, return receiptrequested, delivered by hand or express delivery to a party at the following addresses, or at anyother address as any party may from time to time specify by notice to the other:       If to Loews: Loews Corporation    667 Madison Avenue    New York, New York 10021    Attention: Corporate Secretary       If to any Company: CNA Financial Corporation    CNA Center    Chicago, IL 60685    Attention: Corporate Secretary, 43S
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     **Section 6.****Miscellaneous**. This Agreement shall be construed and enforced inaccordance with and governed by the laws of the State of New York. This Agreement may beterminated by either party at any time on not less than sixty days’ prior written notice to theother party. The headings of this Agreement are for ease of reference and do not limit orotherwise affect the meaning hereof. No party may assign any of its rights or obligations underthis Agreement without the express written consent of the other. This Agreement may be executed incounterparts. This Agreement constitutes the sole understanding and agreement of the partieshereto with respect to the subject matter hereof and supersedes all prior agreements orunderstandings, written or oral, with respect thereto. No amendment to this Agreement shall bevalid and binding upon the parties hereto unless made in writing and signed by each of the partieshereto.     **In Witness Whereof**, the undersigned have executed this Agreement as of the date first abovewritten.         **LOEWS/CNA HOLDINGS, INC.**           By: /s/ GARY W GARSON             Name: Gary W. Garson      Title: Senior Vice President, General Counsel and Secretary           **CNA FINANCIAL CORPORATION**           By: /s/ LAWRENCE J. BOYSEN             Lawrence J. Boysen      Senior Vice President and Controller           By: /s/ ROBERT M. MANN             Robert M. Mann      Senior Vice President and Deputy General Counsel  
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**Attachment A-1**ACKNOWLEDGMENT TO