Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.56M
2: EX-10.3 Investment Facilities and Services Agreement HTML 55K
3: EX-10.3.1 Amendment to Investment Facilities and Services HTML 17K
Agreement
12: EX-10.3.10 Acknowledgement to Investment Facilities and HTML 18K
Services Agreement
4: EX-10.3.2 Acknowledgement to Investment Facilities and HTML 18K
Services Agreement
5: EX-10.3.3 Acknowledgement to Investment Facilities and HTML 17K
Services Agreement
6: EX-10.3.4 Acknowledgement to Investment Facilities and HTML 17K
Services Agreement
7: EX-10.3.5 Acknowledgement to Investment Facilities and HTML 17K
Services Agreement
8: EX-10.3.6 Acknowledgement to Investment Facilities and HTML 17K
Services Agreement
9: EX-10.3.7 Acknowledgement to Investment Facilities and HTML 18K
Services Agreement
10: EX-10.3.8 Acknowledgement to Investment Facilities and HTML 19K
Services Agreement
11: EX-10.3.9 Acknowledgement to Investment Facilities and HTML 18K
Services Agreement
13: EX-10.6.4 Fourth Amendment to the Cna Supplemental Executive HTML 21K
Retirement Plan
14: EX-10.9 2008 Incentive Compensation Awards to Executive HTML 42K
Officers
15: EX-21.1 Significant Subsidiaries HTML 13K
16: EX-23.1 Consent of Independent Registered Public HTML 11K
Accounting Firm
17: EX-31.1 Certification of CEO HTML 17K
18: EX-31.2 Certification of CFO HTML 17K
19: EX-32.1 Written Statement of the CEO HTML 12K
20: EX-32.2 Written Statement of the CFO HTML 12K
EX-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 provided both to CNA or the Company and to affiliates of Loews
other than CNA or the Company, such costs shall be fairly and equitably allocated among CNA or the
Company and the other Loews affiliates in a manner consistent with past practices. CNA shall
allocate to each Company and cause it to pay that portion of the amount due as stated in each
billing statement in proportion to such company’s relative share of the total invested assets as to
which Loews is providing services under this Agreement.
Section 5. Notices. All notices, consents and other communications hereunder shall
be in writing and shall be deemed given hereunder when sent by certified mail, return receipt
requested, delivered by hand or express delivery to a party at the following addresses, or at any
other address as any party may from time to time specify by notice to the other:
Section 6. Miscellaneous. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of New York. This Agreement may be
terminated by either party at any time on not less than sixty days’ prior written notice to the
other party. The headings of this Agreement are for ease of reference and do not limit or
otherwise affect the meaning hereof. No party may assign any of its rights or obligations under
this Agreement without the express written consent of the other. This Agreement may be executed in
counterparts. This Agreement constitutes the sole understanding and agreement of the parties
hereto with respect to the subject matter hereof and supersedes all prior agreements or
understandings, written or oral, with respect thereto. No amendment to this Agreement shall be
valid and binding upon the parties hereto unless made in writing and signed by each of the parties
hereto.
In Witness Whereof, the undersigned have executed this Agreement as of the date first above
written.
ACKNOWLEDGMENT TO
INVESTMENT FACILITIES AND
SERVICES AGREEMENT
[General Insurance Company Form]
This agreement among (“Participating Subsidiary”), CNA Financial Corporation (“CNA”) and
Loews/CNA Holdings Inc. (“Loews”) dated as of January 1, 2006, is an acknowledgment by a
Participating Subsidiary to the Investment Facilities and Services Agreement dated as of January 1,2006 among CNA, the Participating Subsidiaries and Loews (which shall be referred to herein as the
“Agreement” and this acknowledgment shall be referred to herein as the “Acknowledgment”). All
capitalized terms which are not defined herein shall have the same meaning as they have in the
Agreement. The Acknowledgment shall terminate without further action on the part of any party when
Participating Subsidiary is no longer a subsidiary of CNA and Loews has been notified in writing of
such change in status. Participating Subsidiary, CNA and Loews agree to be bound by all of the
terms of the Agreement except as stated otherwise in this Acknowledgment.
The Acknowledgment shall be effective as of January 1, 2006 subject to regulatory approval of the
Agreement and the Acknowledgment from the Participating Subsidiary’s domiciliary insurance
department.
Upon reasonable notice, the Participating Subsidiary, or its designated representative, including
but not limited to any applicable regulatory authority, shall have access at any reasonable time to
inspect and audit the billing statements of Loews that pertain to the services provided under the
Agreement, and it may make copies of any records pertaining thereto.
[NAME OF PARTICIPATING SUBSIDIARY]
By:
Title:
CNA FINANCIAL CORPORATION
By:
Title:
Loews/CNA Holdings Inc.
By:
Title:
4
Attachment A-2
ACKNOWLEDGMENT TO
INVESTMENT FACILITIES AND
SERVICES AGREEMENT
[Non-Insurance Company Form]
This agreement among (“Participating Subsidiary”), CNA Financial Corporation (“CNA”) and
Loews/CNA Holdings Inc. (“Loews”) dated as of January 1, 2006, is an acknowledgment by a
Participating Subsidiary to the Investment Facilities and Services Agreement dated as of January 1,2006 among CNA, the Participating Subsidiaries and Loews (which shall be referred to herein as the
“Agreement” and this acknowledgment shall be referred to herein as the “Acknowledgment”). All
capitalized terms which are not defined herein shall have the same meaning as they have in the
Agreement. The Acknowledgment shall terminate without further action on the part of any party when
Participating Subsidiary is no longer a subsidiary of CNA and Loews has been notified in writing of
such change in status. Participating Subsidiary, CNA and Loews agree to be bound by all of the
terms of the Agreement except as stated otherwise in this Acknowledgment. The Acknowledgment shall
be effective as of January 1, 2006.
Upon reasonable notice, the Participating Subsidiary, or its designated representative, including
but not limited to any applicable regulatory authority, shall have access at any reasonable time to
inspect and audit the billing statements of Loews that pertain to the services provided under the
Agreement, and it may make copies of any records pertaining thereto.
[NAME OF PARTICIPATING SUBSIDIARY]
By:
Title:
CNA FINANCIAL CORPORATION
By:
Title:
Loews/CNA Holdings Inc.
By:
Title:
5
Attachment A-3
ACKNOWLEDGMENT TO
INVESTMENT FACILITIES AND
SERVICES AGREEMENT
This agreement among The Continental Insurance Company of New Jersey (“Participating
Subsidiary”), CNA Financial Corporation (“CNA”) and Loews/CNA Holdings Inc. (“Loews”) dated as of
January 1, 2006, is an acknowledgment by a Participating Subsidiary to the Investment Facilities
and Services Agreement dated as of January 1, 2006 among CNA, the Participating Subsidiaries and
Loews (which shall be referred to herein as the “Agreement” and this acknowledgment shall be
referred to herein as the “Acknowledgment”). All capitalized terms which are not defined herein
shall have the same meaning as they have in the Agreement. The Acknowledgment shall terminate
without further action on the part of any party when Participating Subsidiary is no longer a
subsidiary of CNA and Loews has been notified in writing of such change in status. Participating
Subsidiary, CNA and Loews agree to be bound by all of the terms of the Agreement except as stated
otherwise in this Acknowledgment.
The Acknowledgment shall be effective as of January 1, 2006 subject to regulatory approval of the
Agreement and the Acknowledgment from the Participating Subsidiary’s domiciliary insurance
department. Any amendments to, assignments of or termination of this Acknowledgment or the
Agreement (“Change”) shall be effective thirty (30) days after the filing of such Change with the
Participating Subsidiary’s domiciliary insurance department, unless such insurance department
comments upon or disapproves the Change to the Agreement or the Acknowledgment; in which case the
Change to the Agreement or the Acknowledgment will become effective only upon receipt of approval
from the Participating Subsidiary’s domiciliary insurance department.
To the extent that a party under this agreement fails to act in a manner consistent with the first
sentence of Section 3.(c) of the Agreement, that party shall indemnify the other party for the
costs and reasonable expenses of so doing. Any dispute arising under the Agreement which affect
this Acknowledgment that remains unresolved after reasonable efforts by the parties to resolve the
dispute shall be determined by arbitration in accordance with the rules of the American Arbitration
Association. In accordance with the previous sentence, the parties hereto waive any rights each
may have to a trial in a court of competent jurisdiction. Any decision reached in arbitration
shall be final and binding upon all of the parties and a judgment of a court of competent
jurisdiction shall be entered upon the award made pursuant to the arbitration. Upon reasonable
notice, the Participating Subsidiary, or its designated representative, including but not limited
to any applicable regulatory authority, shall have access at any reasonable time to inspect and
audit the billing statements of Loews that pertain to the services provided under the Agreement,
and it may make copies of any records pertaining thereto.
6
Page 2
Acknowledgment
THE CONTINENTAL INSURANCE COMPANY OF NEW JERSEY
By:
Vice President and Treasurer
CNA FINANCIAL CORPORATION
By:
By:
Senior Vice President and Controller
Senior Vice President and Deputy
General Counsel
Loews/CNA Holdings Inc.
By:
Title:
7
Attachment A-4
ACKNOWLEDGMENT TO
INVESTMENT FACILITIES AND
SERVICES AGREEMENT
This agreement among Transcontinental Insurance Company (“Participating Subsidiary”), CNA
Financial Corporation (“CNA”) and Loews/CNA Holdings Inc. (“Loews”) dated as of January 1, 2006 ,
is an acknowledgment by a Participating Subsidiary to the Investment Facilities and Services
Agreement dated as of January 1, 2006 among CNA , the Participating Subsidiaries and Loews (which
shall be referred to herein as the “Agreement” and this acknowledgment shall be referred to herein
as the “Acknowledgment”). All capitalized terms which are not defined herein shall have the same
meaning as they have in the Agreement. The Acknowledgment shall terminate without further action
on the part of any party when Participating Subsidiary is no longer a subsidiary of CNA and Loews
has been notified in writing of such change in status. Participating Subsidiary, CNA and Loews
agree to be bound by all of the terms of the Agreement except as stated otherwise in this
Acknowledgment.
The Acknowledgment shall be effective as of January 1, 2006 subject to regulatory approval of the
Agreement and the Acknowledgment from the Participating Subsidiary’s domiciliary insurance
department.
Any unresolved disputes arising under the Agreement which affect this Acknowledgment that remains
unresolved after reasonable efforts by the parties to resolve the dispute shall be determined by
arbitration in accordance with the rules of the American Arbitration Association. In accordance
with the previous sentence, the parties hereto waive any rights each may have to a trial in a court
of competent jurisdiction. Any decision reached in arbitration shall be final and binding upon all
of the parties and a judgment of a court of competent jurisdiction shall be entered upon the award
made pursuant to the arbitration. Upon reasonable notice, the Participating Subsidiary, or its
designated representative, including but not limited to any applicable regulatory authority, shall
have access at any reasonable time to inspect and audit the books and records of Loews that pertain
to the services provided under the Agreement with respect to Participating Subsidiary, and it may
make copies of any records pertaining thereto. It is expected that such records will consist of
underlying materials that form the basis for the billing statements, information on individual
credits recommended for purchase or sale by the Participating Subsidiary and information on asset
classes as a whole.
TRANSCONTINENTAL INSURANCE COMPANY
By:
Vice President and Treasurer
8
Page 2
Acknowledgment
CNA FINANCIAL CORPORATION
By:
By:
Senior Vice President and Controller
Senior Vice President and Deputy
General Counsel
Loews/CNA Holdings Inc.
By:
Title:
·
9
Dates Referenced Herein and Documents Incorporated by Reference
