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Loews Corp – ‘PRER14A’ on 2/28/01

On: Wednesday, 2/28/01, at 1:29pm ET · Accession #: 60086-1-500004 · File #: 1-06541

  As Of                Filer                Filing    For·On·As Docs:Size

 2/28/01  Loews Corp                        PRER14A                1:82K

Revised Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Proxy                                                 33±   135K

Document Table of Contents

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			Alternative Formats (Word, et al.) Pension Plan Stock Option Plan Stock Price Performance Graph
1	1st Page - Filing Submission
"	Stock Option Plan
"	Pension Plan
"	Stock Price Performance Graph

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. 1 )
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Loews Corporation
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(Name of Registrant as Specified in Its Charter)

N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):
|x| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
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(2) Aggregate number of securities to which transaction applies: N/A
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined): N/A
------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction: N/A
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(5) Total fee paid: N/A
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| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid: N/A
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(2) Form, Schedule or Registration Statement No.: N/A
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(3) Filing party: N/A
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(4) Date filed: N/A
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PRELIMINARY PROXY MATERIALS
FOR SEC USE ONLY

[LOGO]

LOEWS
CORPORATION

667 Madison Avenue
New York, New York 10021-8087

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 8, 2001

To the Shareholders:

The Annual Meeting of Shareholders of Loews Corporation (the "Company")
will be held at The Regency Hotel, 540 Park Avenue, New York, New York, on
Tuesday, May 8, 2001, at 11:00 A.M. New York City Time, for the following
purposes:

. To elect thirteen directors;

. To consider and act upon a proposal to ratify the appointment by the
Board of Directors of Deloitte & Touche LLP as independent certified
public accountants for the Company;

. To consider and act upon a proposal to approve the Company's Incentive
Compensation Plan for Executive Officers;

. To consider and act upon a proposal to amend the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock
from 400 million to 600 million;

. To consider and act upon two shareholder proposals; and

. To transact such other business as may properly come before the meeting
or any adjournment thereof.

Shareholders of record at the close of business on March 12, 2001 are
entitled to notice of and to vote at the meeting and any adjournment thereof.

By order of the Board of Directors,

BARRY HIRSCH
Secretary

Dated: March , 2001
--

SHAREHOLDERS ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL
IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.

LOEWS
CORPORATION

---------------------

PROXY STATEMENT

---------------------

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Loews Corporation (the "Company") of proxies to be
voted at the Annual Meeting of Shareholders of the Company to be held May 8,
2001. All properly executed proxies in the accompanying form received by the
Company prior to the meeting will be voted at the meeting. Any proxy may be
revoked at any time before it is exercised by giving notice in writing to the
Secretary of the Company, by granting a proxy bearing a later date or by
voting in person. The Company expects to mail proxy materials to the
shareholders on or about March [ ], 2001. The mailing address of the Company
is 667 Madison Avenue, New York, N.Y. 10021-8087.

On February 20, 2001, the Company's Board of Directors declared a two for
one stock split by way of a stock dividend on its outstanding Common Stock
(the "Common Stock"). All information relating to shares of Common Stock in
this Proxy Statement has been adjusted to give effect to the stock split.

As of March 12, 2001, the record date for determination of shareholders
entitled to notice of and to vote at the meeting, there were [ ]
shares of Common Stock outstanding. Each outstanding share is entitled to one
vote on all matters which may come before the meeting. In accordance with the
Company's by-laws and applicable law, the election of directors will be
determined by a plurality of the votes cast by the holders of shares present
in person or by proxy and entitled to vote. Consequently, the thirteen
nominees who receive the greatest number of votes cast for election as
directors will be elected as directors of the Company. Shares present which
are properly withheld as to voting with respect to any one or more nominees,
and shares present with respect to which a broker indicates that it does not
have authority to vote ("broker non-votes") will not be counted. The
affirmative vote of a majority of the outstanding shares of Common Stock is
required to approve the proposal to amend the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock. The
affirmative vote of shares representing a majority of the votes cast by the
holders of shares present and entitled to vote is required to approve each of
the other proposals to be voted on at the Annual Meeting. Shares which are
voted to abstain on these matters will be considered present at the meeting,
but since they are not affirmative votes for a proposal they will have the
same effect as votes against the proposal. Broker non-votes are not counted as
present.

The Board of Directors of the Company has adopted a policy of
confidentiality regarding the voting of shares. Under this policy, all
proxies, ballots and voting tabulations in relation to

shareholder meetings that identify how an individual shareholder has voted
will be kept confidential from the Company and its employees, except where
disclosure is required by applicable law, a shareholder expressly requests
disclosure, or in the case of a contested proxy solicitation. Proxy tabulators
and inspectors of election will be employees of the Company's transfer agent
or another third party, and not employees of the Company.

Principal Shareholders

The following table contains certain information as to all persons who,
to the knowledge of the Company, were the beneficial owners of 5% or more of
the outstanding shares of Common Stock. Except as otherwise noted, this
information is as of February 28, 2001, and each person has sole voting and
investment power with respect to the shares set forth.

[Download Table]

Amount Percent
Name and Address Beneficially Owned of Class
---------------- ------------------ --------

Laurence A. Tisch (1) 30,681,756(2) [ %]
667 Madison Avenue
New York, N.Y. 10021-8087

Preston R. Tisch (1) 32,957,996(3) [ %]
667 Madison Avenue
New York, N.Y. 10021-8087

(1) Laurence A. Tisch and Preston R. Tisch are each Co-Chairman of the
Board of the Company, and are brothers. James S. Tisch, President and Chief
Executive Officer and a director of the Company, and Andrew H. Tisch, Chairman
of the Executive Committee and a director of the Company, are sons of Mr. L.A.
Tisch. Jonathan M. Tisch, Chairman and Chief Executive Officer of Loews Hotels
and a director of the Company, is the son of Mr. P.R. Tisch. Each of Messrs.
J.S. Tisch, A.H. Tisch and J.M. Tisch are members of the Company's Office of
the President.

(2) Includes 4,000,000 shares of Common Stock held of record by the wife
of Mr. L.A. Tisch and 1,678,000 shares of Common Stock held by Mr. L.A. Tisch
as trustee of a trust for the benefit of his wife, as to which he has sole
voting and investment power. Also includes an aggregate of 10,385,760 shares
of Common Stock beneficially owned by Andrew H. Tisch, Daniel R. Tisch, James
S. Tisch and Thomas J. Tisch, each of whom is a son of Mr. L.A. Tisch. Such
shares were reported in a Schedule 13D filed with the Securities and Exchange
Commission by Mr. L.A. Tisch and his sons in which each such person expressly
disclaimed beneficial ownership of any shares beneficially owned by any other
such person.

(3) Includes 4,000,000 shares of Common Stock held of record by the wife
of Mr. P.R. Tisch and 4,670,000 shares of Common Stock held by Mr. P.R. Tisch
as trustee of a trust for the benefit of his wife, as to which he has sole
voting and investment power.

Director and Officer Holdings

The following table sets forth certain information as to the shares of
Common Stock beneficially owned by each director and nominee, each executive
officer named in the Summary Compensation Table, below, and by all executive
officers and directors of the Company as a group, at February 28, 2001, based
on data furnished by them.

[Download Table]

Amount Percent
Name Beneficially Owned (1) of Class
---- --------------------- --------

Charles B. Benenson 311,100(2) *
John Brademas 2,220(3) *
Dennis H. Chookaszian 8,000(4) *
Paul J. Fribourg 12,000(5) *
Bernard Myerson 63,000(6) *
Edward J. Noha 3,000(7) *
Michael F. Price 0(8) *
Arthur L. Rebell 4,750(9) *
Gloria R. Scott 0 --
Andrew H. Tisch 2,509,000(10) [ %]
James S. Tisch 2,665,000(11) [ %]
Jonathan M. Tisch 105,000(12) *
Laurence A. Tisch 20,295,996(13) [ %]
Preston R. Tisch 32,957,996(14) [ %]
Fred Wilpon 0 --
All executive officers and 58,643,238(15) [ %]
directors as a group
(25 persons including those listed above)

* Represents less than 1% of the outstanding shares of Common Stock.

(1) Except as otherwise indicated the persons listed as beneficial
owners of the shares have sole voting and investment power with respect to
those shares.
(2) These shares are owned by a partnership in which a revocable trust
created by Mr. Benenson has a 75% interest and of which Mr. Benenson is
general manager. In addition, Mr. Benenson owns 5,000 shares of common stock
of Diamond Offshore Drilling, Inc., a 53% owned subsidiary of the Company
("Diamond Offshore"). 70,200 shares of Common Stock and 30,000 shares of
common stock of CNA Financial Corporation ("CNA"), an 87% owned subsidiary of
the Company, are held by a charitable foundation. Mr. Benenson has shared
voting and investment power with respect to the Common Stock and CNA common
stock owned by the partnership and the foundation. He disclaims beneficial
interest in the shares held by the foundation.
(3) In addition, Mr. Brademas owns 234 shares of CNA common stock.
(4) In addition, Mr. Chookaszian owns 404,031 shares of CNA common
stock.
(5) These shares are owned by an affiliate of ContiGroup Companies, Inc.
("ContiGroup"). Mr. Fribourg is an executive officer of ContiGroup. Mr.
Fribourg disclaims beneficial interest in these shares.
(6) In addition, Mr. Myerson's wife owns 5,000 shares of Common Stock as
to which he disclaims any beneficial interest.
(7) In addition, Mr. Noha owns beneficially 1,350 shares of CNA common
stock.

(8) Mr. Price owns beneficially 20,400 shares of the common stock of
Bulova Corporation ("Bulova"), a 97% owned subsidiary of the Company.
(9) Includes 3,750 shares of Common Stock issuable upon the exercise of
options granted under the Loews Corporation 2000 Stock Option Plan (the "Stock
Option Plan") which are currently exercisable. In addition, Mr. Rebell owns
beneficially 6,000 shares of CNA common stock, including 2,300 shares with
respect to which he has shared voting and investment power, and 2,000 shares
of Diamond Offshore common stock, including 1,500 shares issuable upon the
exercise of options which are currently exercisable.
(10) Includes 5,000 shares of Common Stock issuable upon the exercise of
options granted under the Stock Option Plan which are currently exercisable.
Also includes 2,500,000 shares of Common Stock held by a trust of which Mr.
A.H. Tisch is the managing trustee and beneficiary. In addition, 40,000 shares
of Common Stock are held by a charitable foundation as to which Mr. A.H. Tisch
has shared voting and investment power.
(11) Includes 5,000 shares of Common Stock issuable upon the exercise of
options granted under the Stock Option Plan which are currently exercisable.
Also includes 2,500,000 shares of Common Stock held by a trust of which Mr.
J.S. Tisch is the managing trustee and beneficiary. In addition, 100,000
shares of Common Stock are held by a charitable foundation as to which Mr.
J.S. Tisch has shared voting and investment power. In addition, Mr. J.S. Tisch
owns 5,000 shares of Diamond Offshore common stock.
(12) Includes 5,000 shares of Common Stock issuable upon the exercise of
options granted under the stock option plan which are currently exercisable.
In addition, 110,000 shares of Common Stock are held by a charitable
foundation as to which Mr. J.M. Tisch has shared voting and investment power.
(13) Includes 4,000,000 shares of Common Stock held of record by the
wife of Mr. L.A. Tisch. Also includes 1,678,000 shares of Common Stock held by
Mr. L.A. Tisch as trustee of a trust for the benefit of his wife, as to which
he has sole voting and investment power. Does not include 10,385,760 shares of
Common Stock held by the sons of Mr. L.A. Tisch as reported on the Principal
Shareholders table, above.
(14) Includes 4,000,000 shares of Common Stock held of record by the
wife of Mr. P.R. Tisch. Also includes 4,670,000 shares of Common Stock held by
Mr. P.R. Tisch as trustee of a trust for the benefit of his wife, as to which
he has sole voting and investment power.
(15) Includes 34,826 shares of Common Stock issuable upon the exercise
of options which are currently exercisable.

ELECTION OF DIRECTORS
(Proposal No. 1)

Pursuant to the by-laws of the Company, the number of directors
constituting the full Board of Directors has been fixed by the Board at
thirteen, effective as of the date of the Annual Meeting. Accordingly, action
will be taken at the meeting to elect a Board of thirteen directors to serve
until the next Annual Meeting of Shareholders and until their respective
successors are duly elected and qualified. It is the intention of the persons
named in the accompanying form of proxy, unless shareholders otherwise specify
by their proxies, to vote for the election of the nominees named below, each
of whom is now a director. The Board of Directors has no reason to believe
that any of the persons named will be unable or unwilling to serve as a
director. Should any of the nominees be unable or unwilling to serve, it is
intended that proxies will be voted for the election of a substitute nominee
or nominees selected by the Board of Directors. Set forth below is the name,
age, principal occupation during the past five years and other information
concerning each nominee.

John Brademas, 74 - President Emeritus since 1992 and, prior thereto,
President of New York University. Mr. Brademas is also a director of Kos
Pharmaceuticals, Inc. Mr. Brademas has been a director of the Company since
1982 and is a member of the Incentive Compensation Committee.

Dennis H. Chookaszian, 57 - Chairman of the Board and Chief Executive
Officer of mPower (online investment advisory service) since November 1999. He
has also been chairman of the Executive Committee of CNA since February 1999.
Prior thereto, he had been chairman of the board and chief executive officer
of CNA Insurance Companies. Mr. Chookaszian is a director of CNA and mPower
Inc.com. He has been a director of the Company since 1995.

Paul J. Fribourg, 47 - Chairman of the Board and Chief Executive Officer
of ContiGroup (cattle feeding and pork and poultry production) since 1997.
Prior thereto he had been president and chief operating officer of ContiGroup.
Mr. Fribourg is also a director of ContiFinancial Corporation and Wyndham
International, Inc. He has been a director of the Company since 1997 and is a
member of the Audit Committee.

Bernard Myerson, 83 - Retired, formerly Chairman Emeritus of Sony Theatre
Management Corporation. Mr. Myerson has been a director of the Company since
1963 and is a member of the Executive Committee.

Edward J. Noha, 73 - Chairman of the Board of CNA since 1992. Prior
thereto, Mr. Noha had been chairman and chief executive officer of the CNA
Insurance Companies. Mr. Noha has been a director of the Company since 1975.

Michael F. Price, 49 - Chairman of the Board of Franklin Mutual Advisers
and Franklin Mutual Series Fund since November 1998. Prior thereto, he had
been chief executive officer, president and chairman of these entities. Mr.
Price is also a director of Canary Wharf Group plc. He has been a director of
the Company since 2000.

Gloria R. Scott, 62 - President, Bennett College, Greensboro, North
Carolina. Dr. Scott has been a director of the Company since 1990 and is a
member of the Audit Committee.

Andrew H. Tisch, 51 - Chairman of the Executive Committee and member of
the Office of the President of the Company since January 1999. Prior thereto
he had been chairman of the management committee of the Company. Mr. Tisch is
chairman of the board of Bulova and a director of Zale Corporation and Canary
Wharf Group plc. Mr. Tisch has been a director of the Company since 1985.

James S. Tisch, 48 - President and Chief Executive Officer and a member
of the Office of the President of the Company since January 1999. Prior
thereto he had been president and chief operating officer of the Company since
1994. He is also a director of CNA, Vail Resorts, Inc and Baker, Fentress &
Company and chairman of the board and chief executive officer of Diamond
Offshore. Mr. Tisch has been a director of the Company since 1986 and is a
member of the Finance Committee.

Jonathan M. Tisch, 47 - Chairman and Chief Executive Officer of Loews
Hotels since February 2001, and a member of the Office of the President of the
Company since January 1999. Prior to February 2001, Mr. Tisch had been
President and Chief Executive Officer of Loews Hotels. He has been a director
of the Company since 1986 and is a member of the Executive Committee.

Laurence A. Tisch, 78 - Co-Chairman of the Board of the Company. Prior to
January 1999, Mr. Tisch had also been co-chief executive officer of the
Company. Mr. Tisch is chief executive officer of CNA and a director of CNA and
Bulova. Mr. Tisch also serves as a director of Automatic Data Processing, Inc.
He has been a director of the Company since 1959 and is a member of the
Finance Committee.

Preston R. Tisch, 74 - Co-Chairman of the Board of the Company. Prior to
January 1999, Mr. Tisch had also been co-chief executive officer of the
Company. Mr. Tisch had been a director of the Company from 1960 to 1986, when
he resigned to serve as postmaster general of the United States. He was re-
elected a director of the Company in March 1988. He is a director of Bulova,
CNA and Hasbro, Inc.

Fred Wilpon, 64 - Chairman of the Board of Sterling Equities, Inc. (real
estate investments) and president, chief executive officer and co-owner of
Sterling Doubleday Enterprises, L.P. (New York Mets baseball team). Mr. Wilpon
is also a director of Bear Stearns Companies, Inc. He has been a director of
the Company since February 2000.

Committees

The Company has an Audit Committee, a Finance Committee, an Incentive
Compensation Committee and an Executive Committee. The Company has no
nominating committee or compensation committee. In addition to those directors
identified above, Mr. Charles B. Benenson serves as a member of the Audit
Committee and the Incentive Compensation Committee. Mr. Benenson will retire
from his position as a director of the Company at the Annual Meeting.

Attendance at Meetings

During 2000 there were eight meetings of the Board of Directors, five
meetings of the Audit Committee and three meeting of the Incentive
Compensation Committee. Each director of the Company attended not less than
75% of the total number of meetings of the Board of Directors and committees
of the Board on which that director serves.

Director Compensation

Each director who is not an employee of the Company received an annual
retainer of $25,000 for serving as a director in 2000. Commencing in 2001,
each non-employee director may elect to receive, for one or more calendar
quarters each year, either an award of an option to purchase 400 shares of the
Company's Common Stock in accordance with the terms of the Stock Option Plan,
or $6,250. In addition, members of the Audit Committee and of the Incentive
Compensation Committee are paid $1,000 for each meeting attended.

AUDIT COMMITTEE REPORT

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its responsibility to oversee management's conduct of
the Company's financial reporting process, including review of the financial
reports and other financial information of the Company, the Company's systems
of internal accounting, the Company's financial controls, and the annual
independent audit of the Company's financial statements. The Company's Board
of Directors has adopted a written charter under which the Audit Committee
operates (a copy of which is attached hereto as Exhibit A) and has determined
that all members of the Committee are "independent" in accordance with the
currently applicable rules of the New York Stock Exchange. The Company's
management is responsible for its financial statements and reporting process,
including its system of internal controls. The Company's independent auditors
are responsible for expressing an opinion on the conformity of the Company's
audited financial statements with accounting principles generally accepted in
the United States.

In fulfilling its responsibilities, the Audit Committee has reviewed and
discussed the Company's audited financial statements for the year ended
December 31, 2000 with the Company's management and independent auditors. The
Audit Committee has also discussed with the Company's independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees," as amended. In addition, the Audit
Committee has discussed with the independent auditors their independence in
relation to the Company and its management, including the matters in the
written disclosures provided to the Audit Committee as required by
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," and has considered whether the provision of non-audit
services provided by the auditors is compatible with maintaining the auditors'
independence.

The members of the Audit Committee are not experts in the fields of
accounting or auditing, including in respect of auditor independence, and rely
without independent verification on the information provided to them by
management and the independent auditors. Accordingly, the Audit Committee's
oversight does not provide an independent basis to determine that management
has applied appropriate accounting and financial reporting principles or
internal controls and procedures, that the audit of the Company's financial
statements has been carried out in accordance with generally accepted auditing
standards, that the Company's financial statements are presented in accordance
with generally accepted accounting principles, or that the Company's auditors
are in fact "independent."

Based upon the reviews and discussions referred to above, the Audit
Committee has recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2000 to be filed with the Securities and Exchange
Commission.

By the Audit Committee: Charles B. Benenson Paul J. Fribourg Gloria R. Scott

EXECUTIVE COMPENSATION

The following table sets forth information for the years indicated
regarding the compensation of the Chief Executive Officer and each of the
other five most highly compensated

executive officers of the Company as of December 31, 2000 (the "Named
Executive Officers"), for services in all capacities to the Company and its
subsidiaries.

[Enlarge/Download Table]

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
------------------- ----------------------

Securities
Name and Other Annual Underlying All Other
Position Year Salary(1) Bonus Compensation Options Payouts(2) Compensation
-------- ---- -------- ----- ------------ --------- ---------- ------------

J.S. Tisch 2000 $1,284,657(3) $425,000(4) 20,000 $56,475(5)
Chief Executive 1999 1,323,146(3) 325,000(4) 53,812(5)
Officer, Office 1998 1,200,462(3) 180,000(6) 38,258(5)
Of the President

L.A. Tisch 2000 983,657 52,710(7)
Co-Chairman 1999 1,051,946 75,520(7)
Of the Board 1998 1,003,204 $1,125,000 69,743(7)

P.R. Tisch 2000 983,657 $792,422(8) 52,710(7)
Co-Chairman 1999 1,051,946 712,393(8) 75,520(7)
Of the Board 1998 1,003,204 469,682(8) 1,125,000 69,743(7)

A.H. Tisch 2000 985,782 425,000(4) 20,000 16,316(9)
Chairman of 1999 1,021,146 325,000(4) 14,940(9)
The Executive 1998 983,654 13,932(9)
Committee,
Office of the
President

J.M. Tisch 2000 983,657 425,000(4) 20,000 14,245(9)
Chairman and 1999 1,021,146 325,000(4) 13,016(9)
Chief Executive 1998 983,654 12,203(9)
Officer of
Loews Hotels,
Office of
The President

A.L. Rebell 2000 983,507 800,000(4) 15,000 6,800(9)
Senior Vice 1999 999,242 477,000(10) 6,400(9)
President, 1998 402,978 250,000(10) 22,875(11)
Chief
Investment
Officer

(1) Salary includes payments to the named individual based on benefit
choices under the Company's flexible benefits plan.
(2) Represents payout under the Company's Incentive Compensation Plan
for Executive Officers (the "Incentive Compensation Plan") based upon awards
granted in 1996.
(3) Includes compensation for his services as Chief Executive Officer of
Diamond Offshore of $300,000 for each of 2000 and 1999, and $214,808 for 1998.
(4) Represents payouts under the Incentive Compensation Plan based upon
awards granted in 2000 and 1999.
(5) Includes the annual contribution under the Company's Employees
Savings Plan and related allocation under the Benefit Equalization Plan
aggregating $14,247, $13,019 and $12,258 for 2000, 1999 and 1998,
respectively. Also includes director's fees paid by CNA amounting to $33,000
for

each of 2000 and 1999, and $26,000 for 1998, and insurance premiums and
retirement plan contributions paid by Diamond Offshore of $9,228 for 2000 and
$7,793 for 1999.
(6) Represents a bonus granted by Diamond Offshore, pursuant to its
Management Bonus Program, based on service during 1998.
(7) Includes the annual contribution under the Company's Employees
Savings Plan and related allocation under the Benefit Equalization Plan
aggregating $19,710, $42,520 and $43,743 for 2000, 1999 and 1998,
respectively. Also includes director's fees paid by CNA amounting to $33,000
for each of 2000 and 1999, and $26,000 for 1998.
(8) Represents the incremental cost of personal benefits provided by the
Company, including $767,000, $665,000 and $437,153 respectively, for 2000,
1999 and 1998 for the use by Mr. P.R. Tisch of an apartment at a Company
operated hotel in New York City for the convenience of the Company and its
hotel subsidiary.
(9) Represents the annual contribution under the Company's Employees
Savings Plan and related allocation under the Benefit Equalization Plan.
(10) Represents the present value of deferred bonus compensation as of
December 31, 1999 and 1998.
(11) Represents director's fees paid by Diamond Offshore in 1998.

Stock Option Plan

The following table sets forth information regarding grants of options to
acquire shares of Common Stock under the Company's Stock Option Plan that were
made during the fiscal year ended December 31, 2000 to each of the Named
Executive Officers.

[Enlarge/Download Table]

OPTION GRANTS IN LAST FISCAL YEAR

Potential Realizable Value
at Assumed Rates of Stock
Price Appreciation for
Individual Grants(1) Option Term
--------------------------------------------------------- --------------------------

Percent of
No. of Total Options
Securities Granted to Exercise
Underlying Employees Price Per Expiration
Name Option Granted In Fiscal Year Share(2) Date 5% 10%
---- -------------- ---------------- ---------- ---------- ---------- ----------

J.S. Tisch 20,000 7.58% $30.14 1/18/10 $379,098 $960,708

L.A. Tisch 0 -- -- -- -- --

P.R. Tisch 0 -- -- -- -- --

A.H. Tisch 20,000 7.58 30.14 1/18/10 379,098 960,708

J.M. Tisch 20,000 7.58 30.14 1/18/10 379,098 960,708

A.L. Rebell 15,000 5.68 30.14 1/18/10 284,323 720,531

(1) Options granted in 2000 to each of the named individuals become
exercisable at a rate of 25% per year beginning on the first anniversary of
the grant date.
(2) Represents 100% of the fair market value of the Common Stock on the
grant date.

The following table sets forth information regarding the exercise of
stock options during the fiscal year ended December 31, 2000 by each of the
Named Executive Officers.

[Enlarge/Download Table]

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES

Shares Number of Securities Value of Unexercised
Acquired Value Underlying Unexercised In-the-Money-Options
Name on Exercise Realized Options at Fiscal Year-End at Fiscal Year-End(1)
---- ----------- -------- -------------------------- -------------------------

Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

J.S. Tisch 0 -- 0 20,000 $0 $433,763

L.A. Tisch 0 -- 0 0 -- --

P.R. Tisch 0 -- 0 0 -- --

A.H. Tisch 0 -- 0 20,000 0 433,763

J.M. Tisch 0 -- 0 20,000 0 433,763

A.L. Rebell 0 -- 0 15,000 0 325,322

(1) Fair market value of underlying securities as of December 31, 2000, minus
the exercise price.

Employment Agreements

The employment agreements the Company maintains with each of Messrs. A.H.
Tisch, J.S. Tisch and J.M. Tisch expire on December 31, 2001. Each agreement
provides for a basic salary of $975,000 per annum, subject to such increases
as the Board of Directors may from time to time determine in its sole
discretion. These agreements also provide the right to participate in the
Incentive Compensation Plan.

The employment agreements the Company maintains with each of Messrs. L.A.
Tisch and P.R. Tisch expire on December 31, 2002. Each agreement provides for
a basic salary of $800,000 per annum, subject to such increases as the Board
of Directors may from time to time determine in its sole discretion. These
agreements also provide the right to participate in the Incentive Compensation
Plan.

The Company's employment agreements with Messrs. L.A. Tisch and P.R.
Tisch also provide for the payment of supplemental retirement benefits in an
amount equal to the excess, if any, of (i) the retirement benefits payable
under the Company's Retirement Plan without giving effect to benefit
limitations imposed by the Retirement Plan and the Internal Revenue Code, over
(ii) retirement benefits actually paid under the Retirement Plan as limited by
those provisions. These supplemental benefits are equivalent to the benefits
provided under the Benefit Equalization Plan (see "Pension Plan," below).
Incentive compensation awarded the Messrs. Tisch under the Incentive
Compensation Plan are included in the computation of their respective
pensionable earnings in determining supplemental benefits under their
employment agreements, but in no event will those supplemental benefits
duplicate benefits under the Benefit Equalization Plan. The Company's
Retirement Plan requires that pension payments for certain participants,
including

Messrs. L.A. Tisch and P.R. Tisch, commence in the year following the year in
which each such participant attains age 70 1/2. Messrs. L.A. Tisch and P.R.
Tisch are currently receiving pension payments under the Retirement Plan and
supplemental retirement benefits under their employment agreements. Retirement
benefits payable to Mr. L.A. Tisch have been reduced in relation to retirement
benefits paid to him under the retirement plan of CBS, Inc. of which he served
as president and chief executive officer from January 1987 to November 1995,
and retirement benefits payable to Mr. P.R. Tisch have been adjusted to
account for retirement benefits paid to him when he retired from the Company
to serve as Postmaster General of the United States from August 1986 to
February 1988.

The Company has entered into an agreement with Mr. Arthur Rebell
supplementing the retirement benefits to which he is entitled under the
Company's Retirement Plan, pursuant to which Mr. Rebell became vested in an
account credited by the Company with $727,000, representing deferred bonus
compensation of $250,000 for 1998 and $477,000 for 1999. This account will be
credited on the last day of each calendar year with the pay-based and interest
credits which would have otherwise been credited to Mr. Rebell under the
Retirement Plan. Mr. Rebell will receive, upon his retirement, the value of
the account in the form of an annuity or, if he so requests and the Company's
Chief Executive Officer approves, in a single lump sum payment.

Pension Plan

The Company provides a funded, tax qualified, non-contributory retirement
plan for salaried employees, including executive officers (the "Retirement
Plan") and an unfunded, non-qualified, non-contributory Benefit Equalization
Plan (the "Benefit Equalization Plan") which provides for the accrual and
payment of benefits which are not available under tax qualified plans such as
the Retirement Plan. The following description of the Retirement Plan gives
effect to benefits provided under the Benefit Equalization Plan.

The Retirement Plan is structured as a cash balance plan. A cash balance
plan is a form of non-contributory, defined benefit pension plan in which the
value of each participant's benefit is expressed as a nominal cash balance
account established in the name of the participant. Under the cash balance
plan each participant's account is increased annually based on a specified
percentage of annual earnings (based on the participant's age) and a specified
interest rate (which is established annually for all participants), except for
accounts of participants older than 65 years of age, which are increased only
by the greater of those two amounts. At retirement or termination of
employment, a vested participant is entitled to receive the cash balance
account in a lump sum or to convert the account into a monthly annuity.
Compensation covered under the Retirement Plan consists of salary paid by the
Company and its subsidiaries included under the heading "Salary" in the
Summary Compensation Table above. In addition, awards under the Incentive
Compensation Plan are deemed compensation for purposes of the Benefit
Equalization Plan. Pension benefits are not subject to reduction for Social
Security benefits or other amounts.

Participants with at least five years of service whose combined age and
years of service equaled at least 60, or at least 18 years of service whose
combined age and service equaled at least 58 at January 1, 1998 (the year that
the Retirement Plan was converted into a cash balance plan), are entitled to a
minimum retirement benefit ("Minimum Benefit") equal to the benefit they would
have earned under the Retirement Plan before its conversion to a cash balance
plan. This Minimum

Benefit is based upon the average final compensation (i.e., the highest
average annual salary during any period of five consecutive years of the ten
years immediately preceding retirement) and years of credited service with the
Company. The following table shows estimated annual benefits upon retirement
under the Retirement Plan, based on the Minimum Benefit, for various average
compensation and credited service based upon normal retirement at January 1,
2001 and a straight life annuity form of pension. Each of the Named Executive
Officers qualifies for the Minimum Benefit except for Mr. Rebell. It is
currently estimated that the balance of the account maintained under the
Retirement Plan for Mr. Rebell will be approximately $2,186,535 when
Mr. Rebell reaches the normal retirement age of 65, based on actual interest
credits of 6.03% and 5.72% for 2000 and 2001, respectively, and assuming
annual interest credits of 6% for 2002 and later and no increases in the
amount of Mr. Rebell's base salary.

PENSION PLAN TABLE

[Download Table]

Average Final Estimated Annual Pension for
Compensation Representative Years of Credited Service
------------- --------------------------------------------------------------

15 20 25 30 35 40
-- -- -- -- -- --

$ 400,000 $ 72,000 $ 97,600 $129,600 $161,600 $ 193,600 $ 225,600
600,000 108,000 146,400 194,400 242,400 290,400 338,400
800,000 144,000 195,200 259,200 323,200 387,200 451,200
1,000,000 180,000 244,000 324,000 404,000 484,000 564,000
1,200,000 216,000 292,800 388,800 484,800 580,800 676,800
1,400,000 252,000 341,600 453,600 565,600 677,600 789,600
1,600,000 288,000 390,400 518,400 646,400 774,400 902,400
1,800,000 324,000 439,200 583,200 727,200 871,200 1,015,200
2,000,000 360,000 488,000 648,000 808,000 968,000 1,128,000
2,200,000 396,000 536,800 712,800 888,800 1,064,800 1,240,800
2,400,000 432,000 585,600 777,600 999,600 1,161,600 1,353,600

The years of credited service of Messrs. A.H. Tisch, J.M. Tisch, J.S.
Tisch, L.A. Tisch and P.R. Tisch are twenty-seven, twenty-one, twenty-three,
forty and thirty-eight, respectively.

Amounts paid to Mr. J.S. Tisch by Diamond Offshore listed on the Summary
Compensation Table above are not covered by the Retirement Plan. Diamond
Offshore maintains a tax qualified defined contribution retirement plan which
provides that Diamond Offshore contribute 3.75% of each participant's defined
compensation and match 25% of the first 6% of compensation voluntarily
contributed by each participant. Participants are fully vested immediately
upon enrollment in the plan. Diamond Offshore's 3.75% contribution on behalf
of Mr. J.S. Tisch amounted to $6,375 in 2000.

BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION

General

The Company's policy regarding executive compensation has been adopted by
the Board of Directors. The Board of Directors has no compensation committee.
The Incentive Compensation Committee of the Board of Directors has been
designated by the Board of Directors to administer and award grants under the
Company's Incentive Compensation Plan and Stock Option Plan.

The overall objective of the Company's executive compensation policy is
to attract and motivate a high level of performance by the Company's executive
officers. To further this objective and provide incentives to motivate
executive officers to achieve long term Company goals, as well as to provide
incentive compensation opportunities to executive officers that are
competitive with those of other companies, in 2000 the Board of Directors
adopted, and the shareholders approved, the Company's Stock Option Plan.

The primary component of executive compensation of the Company's
executive officers is cash salary. Salary levels are based upon an evaluation
of the individual's performance and cash salaries paid to executives in
similar positions by companies with comparable revenues. In determining
comparable salaries the Company participates in and analyzes two management
compensation surveys. These surveys have been selected primarily because of
the broad range of companies of various sizes included in them, the manner in
which the information is presented and, with respect to one survey, the
consistency of the data presented. One survey includes two of the eight
companies included in the Standard & Poor's Financial Diversified Index and
the other survey includes one of the companies included in that index (see
"Stock Price Performance Graph," below). In most cases, the Company seeks to
maintain compensation levels for executive officers (as well as salaried
employees generally) between the 50th and 75th percentiles of cash
compensation paid by companies with comparable revenues. However, as a result
of evaluation of job performance as well as length of service, the
compensation levels of a majority of the Company's executive officers fall
above these parameters.

Chief Executive Officer

The compensation of the Company's Chief Executive Officer for 2000 was
established pursuant to the employment agreement negotiated between the
Company and the Chief Executive Officer in 1998. This employment agreement
provides for increases in remuneration as the Board of Directors may from time
to time determine in its sole discretion. Consistent with the compensation
policy concerning executive officers generally, compensation to the Company's
Chief Executive Officer includes, in addition to the salary provided in his
employment agreement with the Company, awards under the Company's Incentive
Compensation Plan and grants of stock options under the Company's Stock Option
Plan.

Internal Revenue Code

Under the Internal Revenue Code, the amount of compensation paid to or
accrued for the Chief Executive Officer and the four other most highly
compensated executive officers which may

be deductible by the Company for federal income tax purposes is limited to $1
million per person per year, except that compensation which is considered to
be "performance-based" under the Internal Revenue Code and the applicable
regulations is excluded for purposes of calculating the amount of
compensation.

To the extent the Company's compensation policy can be implemented in a
manner which maximizes the deductibility of compensation paid by the Company,
the Board of Directors seeks to do so. Accordingly, the Company has adopted
the Incentive Compensation Plan for the purpose of causing the compensation
expense associated with that plan to qualify as performance-based
compensation. Under the Incentive Compensation Plan, the Incentive
Compensation Committee may grant awards to executive officers based on the
attainment of specified performance goals in relation to the after tax net
income of the Company. In addition, compensation resulting from grants of
options under the Company's Stock Option Plan will be considered to be
"performance based" under the applicable provisions of the Internal Revenue
Code.

By the Board of Directors: Charles B. Benenson Gloria R. Scott
John Brademas Andrew H. Tisch
Dennis H. Chookaszian James S. Tisch
Paul J. Fribourg Jonathan M. Tisch
Bernard Myerson Laurence A. Tisch
Edward J. Noha Preston R. Tisch
Michael F. Price Fred Wilpon

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. A.H. Tisch, J.M. Tisch, J.S. Tisch, L.A. Tisch and P.R. Tisch,
each of whom are directors of the Company, also serve as officers of the
Company or its subsidiaries. In addition, Messrs. D.H. Chookaszian, B. Myerson
and E.J. Noha, each of whom are directors, have formerly served as officers of
the Company or its subsidiaries.

CERTAIN TRANSACTIONS

Messrs. L.A. Tisch and P.R. Tisch and their affiliates reimbursed to the
Company approximately $4,593,385 in the aggregate for the utilization by them
of the services of certain employees and facilities of the Company during
2000.

ContiGroup, of which Paul J. Fribourg, a director of the Company, is a
shareholder, director and executive officer, from time to time purchases
marine cargo and other insurance from insurance subsidiaries of CNA, in the
ordinary course of business. Annual premiums for this insurance aggregated
approximately $100,000 in 2000.

A voluntary petition under Chapter 11 of the federal bankruptcy laws was
made by ContiFinancial Corporation ("CFN") with the U.S. Bankruptcy Court for
for the Southern District of New York on May 17, 2000. CFN is a 78% owned
subsidiary of ContiGroup. Paul J. Fribourg, a director of the Company, is a
director of CFN and a shareholder, director and executive officer of
ContiGroup.

Pursuant to the terms of its Stock Ownership Plan, in October 1998 CNA
provided a loan to Dennis H. Chookaszian to assist him with the purchase of
common stock of CNA. Interest on this loan is 5.39% compounded semi-annually,
and will be added to the principal balance until the loan is settled. The term
of the loan is 10 years. It is unconditional with full recourse against the
maker. As of March [ ], 2001, the outstanding amount of this loan was [$ ].
-- ---

During 2000, the Company and its subsidiaries paid brokerage commissions
aggregating approximately $308,155 to a securities firm in which Mr. Daniel R.
Tisch, a son of Laurence A. Tisch, is a principal shareholder, officer and
director. Similar transactions with such firm may be expected to occur in the
future.

See "Compensation Committees Interlocks and Insider Participation" above,
for information with respect to relationships between certain members of the
Board of Directors and the Company.

STOCK PRICE PERFORMANCE GRAPH

The following graph compares the total annual return of the Company's
Common Stock, the Standard & Poor's 500 Composite Stock Index ("S&P 500
Index") and the Standard & Poor's Financial Diversified Stock Index ("S&P
Financial Diversified") for the five years ended December 31, 2000. The graph
assumes that the value of the investment in the Company's Common Stock and
each Index was $100 on December 31, 1995 and that all dividends were
reinvested.

[GRAPH]

[Download Table]

1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----

Loews Corporation 100 121.74 138.42 129.53 81.09 140.57
S&P 500 Index 100 122.96 163.98 210.85 255.21 231.98
S&P Financial Diversified 100 128.81 203.06 265.78 351.79 430.92

RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(Proposal No. 2)

The Board of Directors of the Company has selected the firm of Deloitte &
Touche LLP, independent certified public accountants, as the principal
independent auditors of the Company for the year ending December 31, 2001,
subject to ratification by the shareholders. Deloitte & Touche LLP served as
the Company's independent auditors during 2000. If the appointment of the firm
of Deloitte & Touche LLP is not approved or if that firm declines to act or
their employment is otherwise discontinued, the Board of Directors will
appoint other independent auditors. Representatives of Deloitte & Touche LLP
are expected to be present at the Annual Meeting, at which time they will be
available to respond to appropriate questions from shareholders and be given
an opportunity to make a statement if they desire to do so.

Audit Fees

The aggregate fees, including expenses reimbursed, billed by Deloitte &
Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective
affiliates (collectively, "Deloitte") for professional services rendered for
the audit of the consolidated financial statements of the Company and its
subsidiaries for 2000 and the reviews of the Company's quarterly financial
statements during 2000 were $6.0 million.

Financial Information Systems Design and Implementation Fees

The aggregate fees, including expenses reimbursed, billed by Deloitte for
information technology services relating to financial information systems
design and implementation rendered to the Company and its subsidiaries for
2000 were $4.3 million.

All Other Fees

The aggregate fees, including expenses reimbursed, billed by Deloitte for
services rendered to the Company and its subsidiaries, other than the services
described above, for 2000 were $6.3 million.

The Company's Audit Committee has considered whether the provision of the
non-audit services provided by Deloitte to the Company is compatible with
maintaining Deloitte's independence.

The Board of Directors recommends a vote FOR Proposal No. 2.

APPROVAL OF INCENTIVE COMPENSATION PLAN FOR EXECUTIVE OFFICERS
(Proposal No. 3)

The Board of Directors believes that where the Company's compensation
policy can be implemented in a manner which maximizes the deductibility for
federal income tax purposes of compensation paid by the Company, the Company
should seek to do so. Accordingly, in 1996 the Board of Directors adopted, and
the shareholders approved, the Company's Incentive Compensation Plan for
Executive Officers (the "Incentive Compensation Plan"), which is designed to
qualify the amounts paid under its terms to the Company's executive officers
as "qualified performance-based compensation" under Section 162(m) of the
Internal Revenue Code (together with the regulations promulgated thereunder,
as each may be amended, the "Code"). This qualification will allow amounts
awarded under the Incentive Compensation Plan to be deductible by the Company
for federal income tax purposes, even if, when combined with other
compensation, the award causes the compensation of any of the Named Executive
Officers to exceed $1 million.

The Code requires that the Incentive Compensation Plan be reapproved by
the Company's shareholders every five years. The Incentive Compensation
Committee of the Board of Directors administers the Incentive Compensation
Plan. The following summary of the material terms of the Incentive
Compensation Plan is qualified in its entirety by reference to the Incentive
Compensation Plan itself, a copy of which, as amended, is attached to this
Proxy Statement as Exhibit B.

All executive officers of the Company (currently 16 persons) are eligible
to participate in the Incentive Compensation Plan. Within the first 90 days of
each calendar year (the "Designation Period"), the Incentive Compensation
Committee may designate one or more executive officers of the Company (each, a
"Participant") to participate in the Incentive Compensation Plan for specified
calendar years (each, a "Performance Period"). The Incentive Compensation
Committee may designate awards for up to three future Performance Periods (a
"Multiple Award Period").

Prior to the end of the Designation Period for a Performance Period, the
Incentive Compensation Committee will allocate, on behalf of each Participant,
a percentage of the Net Income (as defined below) for that Performance Period
on which the Participant's award will be based. Prior to its amendment, "Net
Income" was defined by the Incentive Compensation Plan to be the consolidated
after-tax net income of the Company and its subsidiaries, excluding realized
investment gains and losses. In January 2001 the definition of Net Income was
amended to remove the exclusion of realized investment gains and losses.

In the event of a Multiple Award Period, prior to the end of the first
Designation Period for all included Performance Periods the Incentive
Compensation Committee will allocate on behalf of each Participant a
percentage of Net Income for each Performance Period within the Multiple Award
Period, or, in the alternative, an aggregate formula for the later Performance
Periods within the Multiple Award Period based on the total of assigned
percentages of Net Income for the then current and the prior Performance
Periods included in the Multiple Award Period. The Incentive Compensation
Committee may make an award for a Performance Period to a Participant who has
received an award for a Multiple Award Period which includes that Performance
Period, provided that this is done prior to the end of the Designation Period
for that Performance Period.

Because awards under the Incentive Compensation Plan are based upon Net
Income, the amount of any awards that may be payable to Participants for 2001
cannot currently be determined. However, under the Incentive Compensation
Plan, the maximum amount payable to each Participant is $3,000,000 per year.
The following table sets forth the benefits received by each of the Named
Executive Officers and the categories of persons listed for the fiscal year
ended December 31, 2000.

NEW PLAN BENEFITS
The Loews Corporation Incentive Compensation Plan for Executive Officers

[Download Table]

Name and Position Dollar Value
----------------- ------------

James S. Tisch $ 425,000
Chief Executive Officer,
Office of the President,
Director

Laurence A. Tisch 0
Co-Chairman of the Board

Preston R. Tisch 0
Co-Chairman of the Board

Andrew H. Tisch 425,000
Chairman of the Executive Committee,
Office of the President, Director

Jonathan M. Tisch 425,000
Chairman and Chief Executive
Officer of Loews Hotels,
Office of the President, Director

Arthur L. Rebell 800,000
Senior Vice President, Chief
Investment Officer

Executive Group 2,075,000

Non-Executive Director Group 0

Non-Executive Officer Employee Group 0

At the discretion of the Incentive Compensation Committee, any
Participant may elect to defer payment of all or part of any award, together
with interest accrued from the originally scheduled payment date. If any
Participant ceases to be employed by the Company or its subsidiaries prior to
the end of a Performance Period (other than due to retirement, death or
disability), that Participant will not be eligible to receive a bonus award
for that Performance Period unless the Incentive Compensation Committee
determines that payment of the award is in the Company's best interest.
Participants who cease to be employed by the Company or its subsidiaries prior
to the end of a Performance Period due to retirement, death or disability will
receive a bonus award which is prorated to the date of cessation of
employment.

The Incentive Compensation Committee may amend the Incentive Compensation
Plan at any time, provided that changes may be made only if they are
consistent with the provisions of the Code and do not adversely affect the
ability of the Company to deduct the compensation which may be paid pursuant
to the Incentive Compensation Plan for federal income tax purposes. No
amendment that requires shareholder approval under the Code may be made
without that approval. The Board of Directors may terminate the Incentive
Compensation Plan at any time.

The Board of Directors recommends a vote FOR Proposal No. 3.

APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED COMMON STOCK
(Proposal No. 4)

The Board of Directors has proposed that Article Fourth of the Company's
Certificate of Incorporation be amended to increase the authorized number of
shares of Common Stock from 400 million shares to 600 million shares.

[ ] shares of Common Stock were outstanding or reserved for
issuance as of the record date for the Annual Meeting of Shareholders and [
] shares of Common Stock are available for future issuance. If the
amendment is adopted, [ ] shares of Common Stock would be
available for future issuance without further shareholder approval, except as
required by applicable law or regulation. The Board of Directors believes it
is prudent to increase the number of shares of authorized Common Stock since
the recent 2 for 1 stock split, effected by way of a stock dividend, has
reduced substantially the number of shares of Common Stock available for
issuance.

The Company has no present plans, commitments or understandings for the
issuance of any shares of the new Common Stock. However, the additional shares
of Common Stock would be available for future issuance by the Board of
Directors for general corporate purposes, without further shareholder approval
except as required by applicable law or regulation, including future stock
splits, stock dividends, financings and acquisitions.

Each additional share of Common Stock authorized by the proposed
amendment will have the same rights and privileges as each share of the
outstanding Common Stock. The holders of Common Stock have no preemptive
rights to subscribe for any additional shares of Common Stock of the Company
that may be issued.

The Board of Directors recommends a vote FOR Proposal No. 4.

SHAREHOLDER PROPOSALS

The Company has been advised that the two shareholder proposals described
below will be presented at the Annual Meeting. For the reasons set forth
below, the Board of Directors recommends a vote against each proposal.

SHAREHOLDER PROPOSAL RELATING TO TERM LIMITS
FOR OUTSIDE DIRECTORS
(Proposal No. 5)

Evelyn Y. Davis, 2600 Virginia Avenue, N.W., Washington, D.C. 20037,
owner of 244 shares of Common Stock, has notified the Company in writing that
she intends to present the following resolution at the Annual Meeting for
action by the shareholders:

"RESOLVED: That the stockholders of Loews Corporation recommend that the
Board take the necessary steps so that future outside directors shall not
serve for more than six years.

"REASONS: The President of the U.S.A. has a term limit, so do Governors
of many states.

"Newer directors may bring in fresh outlooks and different approaches
with benefits to all shareholders.

"No director should be able to feel that his or her directorship is until
retirement.

"If you AGREE, please mark your proxy FOR this resolution."

The Board of Directors recommends a vote AGAINST Proposal No. 5.

The tenure of outside directors is not guaranteed. Each director, if he
or she is to remain in office, must be elected by the shareholders at the
Annual Meeting. In addition, continued service permits a director to acquire
increased knowledge and perspective with respect to the Company's business and
operations. The Board believes that an arbitrary limitation on the tenure of
outside directors could deprive the Company of the services of knowledgeable
individuals who merit reelection. Accordingly, the Board of Directors
recommends a vote against this proposal.

SHAREHOLDER PROPOSAL RELATING TO
NEWPORT ADVERTISING
(Proposal No. 6)

Mercy Health Services, c/o Sisters of Mercy Regional Community of
Detroit, 29000 Eleven Mile Road, Farmington Hills, Michigan 48336, owner of
2,200 shares of Common Stock, has notified the Company in writing that it
intends to present the following resolution at the Annual Meeting for action
by the shareholders:

"WHEREAS our Company's Newport cigarette, in 1998, was the second largest
selling cigarette in the U.S.A. According to John C. Maxwell, as U.S.
cigarette sales continued to fall between 1997 and 1998, Newport was one of
two brands to register increases in sales and market share.

"A significant percentage of those smoking our Newport cigarettes are
people of African descent. Over 75% of African American smokers smoke menthol
cigarettes as compared to 23% of white smokers. 61.3% of African American
adolescents who smoke smoke Newports.

"Health risks associated with smoking among African Americans are greater
than those of their white counterparts. African American men have a lung
cancer death rate 50% higher than whites while over 80% of African American
men who smoke and have contracted lung cancer die from the disease, compared
with 54 percent of their white counterparts.

"Our company, along with the other U.S. tobacco companies, have inundated
the African American community with various media campaigns. Nearly 66% of
cigarette advertisements in African American magazines are for menthol
cigarettes, compared to 15.4% of those in general population magazines.
African American communities have had 2.6 times as many billboards advertising
cigarettes as white communities.

"Smoking rates among African American high school students rose 80% from
1991 to 1997. The smoking rate for African American males doubled in that time
from 14.1% to 28.2%.

"The Surgeon General of the United States, Dr. David Satcher, warned in
1998 that, if the pattern of African American youth who take up smoking
continues, an estimated 1.6 million black children will become regular smokers
and 500,000 will die as a result.

"In 1998 a civil rights suit was filed against the tobacco industry for
targeting African Americans with menthol brands. Building on documents
released as a result of Minnesota's Medicaid trial, the suit charges that our
Company and others targeted African American communities in their marketing of
mentholated products and asserts that menthol may be a factor in the
disproportionate smoking-related death and disease in the African American
community.

"RESOLVED: that shareholders request the Board of Directors to prepare a
special Report detailing our company's promotion of Newport cigarettes to
African Americans. Using 2000 as the base year, this Report, produced at a
reasonable cost and excluding proprietary information, shall be made available
within six months of the annual meting. We recommend that it include:

1. An comparison of the total number of advertisements place in both
Black-oriented and 'general public' media.
2. A description of the programs and monies expended for our Newport
brand in:
a. Promotions and sponsorships of events allowed by the Master
Settlement Agreement that are oriented to African-Americans, as
well as the extent of point-of-purchasing advertising.
b. Making African-American youth aware of the health-hazards related
to smoking.

"Supporting Statement. The possibility that our Company might be
targeting the African American community leaves it open to accusations of
racism in our marketing programs, please vote 'yes' for this resolution."

The Board of Directors recommends a vote AGAINST proposal No. 6.

The Board of Directors is opposed to this proposal as not being in the
interest of the Company and its shareholders. The Company's subsidiary,
Lorillard Tobacco Company ("Lorillard") advertises and promotes its
cigarettes, including Newport, only to adult smokers. Lorillard's advertising
is reviewed for compliance with legal requirements and Lorillard's Corporate
Principles Concerning Marketing, Promotion and Youth Smoking. Those principles
expand upon commitments embodied in the tobacco industry's Cigarette
Advertising and Promotion Code, which Lorillard has adhered to for many years,
and in the Master Settlement Agreement entered into by Lorillard, together
with other companies in the U.S. tobacco industry, with a group of State
Attorneys General in 1998. Furthermore, the lawsuit referred to in the
proposal was dismissed by a federal court judge in Philadelphia who concluded
that plaintiffs' claims in the case were without legal merit. Accordingly, the
Board of Directors recommends a vote against this proposal.

OTHER MATTERS

The Company knows of no other matters to be brought before the meeting.
If other matters should properly come before the meeting, proxies will be
voted on such matters in accordance with the best judgment of the persons
appointed by the proxies.

The Company will bear all costs in connection with the solicitation of
proxies for the meeting. The Company intends to request brokerage houses,
custodians, nominees and others who

hold stock in their names to solicit proxies from the persons who own stock,
and such brokerage houses, custodians, nominees and others, will be reimbursed
for their out-of-pocket expenses and reasonable clerical expense. In addition
to the use of the mails, solicitation may be made by employees of the Company
and its subsidiaries personally or by mail or telephone.

Shareholder Proposals for the 2002 Annual Meeting

Shareholder proposals for the Annual Meeting to be held in 2002 must be
received by the Company at its principal executive offices not later than
November [ ], 2001 in order to be included in the Company's proxy materials.
Proxies solicited by the Company for the 2002 Annual Meeting may confer
discretionary authority to vote on any proposals submitted after February [
], 2002 without a description of them in the proxy materials for that meeting.
Shareholder proposals should be addressed to Loews Corporation, 667 Madison
Avenue, New York, New York 10021-8087, Attention: Corporate Secretary.

By order of the Board of Directors,

BARRY HIRSCH
Secretary

Dated: March [ ], 2001

PLEASE COMPLETE, DATE, SIGN AND
RETURN YOUR PROXY PROMPTLY

LOEWS CORPORATION Proxy
------------------------------------------------------------------------------
This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby constitutes and appoints Bernard Myerson, Barry
Hirsch and Gary W. Garson and each of them, each with full power of
substitution, true and lawful attorneys, agents and proxies with all the
powers the undersigned would possess if personally present, to vote all shares
of Common Stock of the undersigned in Loews Corporation at the Annual Meeting
of Shareholders to be held at The Regency Hotel, 540 Park Avenue, New York,
New York, on May 8, 2001, at 11:00 A.M., New York City Time, and at any
adjournments thereof, upon the matters set forth in the Notice of Meeting and
accompanying Proxy Statement and, in their judgment and discretion, upon such
other business as may properly come before the meeting.

This Proxy when properly executed will be voted in the manner directed by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" THE ELECTION OF DIRECTORS, "FOR" PROPOSALS 2, 3 AND 4, AND "AGAINST"
PROPOSALS 5 AND 6.

THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY

[Enlarge/Download Table]

The Board of Directors recommends a vote The Board of Directors recommends a vote AGAINST Please mark
FOR Items 1, 2, 3 and 4 Items 5 and 6 your votes
like this [ X ]

Item 1-ELECTION OF DIRECTORS WITHHELD
Nominees: J. Brademas, FOR FOR ALL FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
D.H. Chookaszian, ITEM 3-APPROVAL [ ] [ ] [ ] ITEM 5-SHAREHOLDER [ ] [ ] [ ]
P. Fribourg, OF INCENTIVE PROPOSAL-
B. Myerson, COMPENSATION TERM LIMITS
E.J. Noha, PLAN FOR OUTSIDE
M.F. Price, DIRECTORS
G.R. Scott, [ ] [ ] ITEM 4-APPROVAL OF [ ] [ ] [ ]
A.H. Tisch, AMENDMENT TO
J.S. Tisch, CERTIFICATE OF ITEM 6-SHAREHOLDER [ ] [ ] [ ]
J.M. Tisch, INCORPORATION PROPOSAL-
L.A. Tisch, INCREASING NEWPORT
P.R. Tisch, AUTHORIZED ADVERTISING
and F. Wilpon. SHARES

WITHHELD FOR: (Write that Nominee's name
in the space provided below.)

---------------------------------------------
ITEM 2-RATIFY DELOITTE FOR AGAINST ABSTAIN
& TOUCHE LLP AS
INDEPENDENT [ ] [ ] [ ]
ACCOUNTANTS

Signature(s) Date:
-------------------------------------------------------------- --------------------------------------------

EXHIBIT A

LOEWS CORPORATION
AUDIT COMMITTEE CHARTER

PURPOSE
-------

The primary purpose of the Audit Committee (the "Committee") is to assist
the Board of Directors (the "Board") in fulfilling its responsibility to
oversee management's conduct of the Company's financial reporting process,
including review of the financial reports and other financial information
provided by the Company to governmental and regulatory bodies, the Company's
systems of internal accounting, the Company's financial controls, and the
annual independent audit of the Company's financial statements.

In discharging its role, the Committee is empowered to investigate any
matter brought to its attention, with full access to all books, records,
facilities and personnel of the Company and the power to retain outside
counsel, auditors or other experts for this purpose. The Board and the
Committee are in place to represent the Company's shareholders; and,
accordingly, the independent auditors are ultimately accountable to the Board
and to the Committee.

The Committee will review the adequacy of this Charter on an annual
basis.

MEMBERSHIP
----------

The Committee will be comprised of not less than three members of the
Board, and the Committee's composition will meet the requirements of the Audit
Committee Policy of the New York Stock Exchange.

Accordingly, all the members will be directors:

1. who, in the judgment of the Board, have no relationship to the
Company that may interfere with the exercise of their independence
from management and the Company; and

2. who, in the judgment of the Board, are financially literate or who
become financially literate within a reasonable period of time after
appointment to the Committee. At least one member of the Committee
will have accounting or related financial management expertise, as
the Board interprets such qualification in its business judgment.

KEY RESPONSIBILITIES
--------------------

The Committee's job is one of review and it recognizes that the Company's
management is responsible for preparing the Company's financial statements and
that the independent auditors are responsible for auditing those financial
statements. Additionally, the Committee recognizes that financial management
and the independent auditors have more time, knowledge and detailed
information concerning the Company than do Committee members. Consequently,
in performing its functions, the Committee is not providing any expert or
special assurance as to the Company's financial statements or any professional
certification as to the independent auditors' work.

The following functions will be the common recurring activities of the
Committee. These functions are set forth as a guide with the understanding
that the Committee may diverge from this guide as appropriate given the
circumstances.

. The Committee will review with management and the independent auditors
the audited financial statements to be included in the Company's Annual Report
on Form 10-K and review and consider with the independent auditors the matters
required to be discussed by Statement of Auditing Standards No. 61, as it may
be modified or supplemented.

. As a whole, or through the Committee chair, or in the absence of the
Committee chair, another member of the Committee, the Committee will review
with the independent auditors the Company's interim financial results.

. The Committee will discuss with management and the independent auditors
the quality and adequacy of the Company's internal controls.

. The Committee shall:

1. request from the independent auditors annually, a formal written statement
delineating all relationships between the auditors and the Company consistent
with Independence Standards Board Standard Number 1;

2. discuss with the independent auditors any such disclosed relationships and
their impact on the auditors' independence; and

3. recommend that the Board take appropriate action in response to the
independent auditors' report to satisfy itself of the auditors' independence.

. The Committee and the Board will have the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
independent auditors (or to nominate the independent auditors to be proposed
for shareholder approval in any proxy statement).

While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is
the responsibility of management and the independent auditors. Nor is it the
duty of the Committee to conduct investigations, to resolve disagreements, if
any, between management and the independent auditors or to assure compliance
with laws and regulations and the Company's policies.

EXHIBIT B

THE LOEWS CORPORATION
INCENTIVE COMPENSATION PLAN FOR EXECUTIVE OFFICERS
(as amended through February 28, 2001)

1. PURPOSE OF THE PLAN

The purpose of The Loews Corporation Incentive Compensation Plan for
Executive Officers (the "Plan") is to provide a means of rewarding certain
executive officers of Loews Corporation (the "Corporation") who have
contributed to the profitability of the Corporation in a manner which permits
such compensation to be deductible by the Corporation for federal income tax
purposes.

2. ADMINISTRATION OF THE PLAN

The administration of this Plan shall be vested in the Incentive
Compensation Committee of the Board of Directors of the Corporation, or such
other committee of the Board of Directors which shall succeed to the functions
and responsibilities of such committee in relation to this Plan (the
"Committee"), which shall make all determinations necessary under this Plan.
All members of the Committee shall qualify as "outside directors" (as the term
is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"), and the regulations thereunder as currently proposed or as may
from time to time be in effect (the ("Regulations")). No member of the
Committee shall be entitled to participate in this Plan.

3. PARTICIPATION IN THE PLAN

Executive officers of the Corporation shall be eligible to participate in
this Plan. Within the period specified in the Regulations within which a
performance goal is required to be established to qualify as a pre-established
performance goal (the "Designation Period"), the Committee may designate one
or more such executive officers of the Corporation (each, a "Participant") who
shall participate in this Plan for the Performance Period or the Multiple
Award Period (as those terms are defined in Section 6 below).

4. PERFORMANCE GOALS

Prior to the end of the Designation Period for a Performance Period, the
Committee shall designate in writing a percentage of the consolidated after-
tax net income of the Corporation and its subsidiaries ("Net Income") for such
Performance Period. In the event of a Multiple Award Period, prior to the end
of the Designation Period for the first Performance Period in the Multiple
Award Period the Committee shall designate a percentage of Net Income for each
of the subsequent Performance Periods in the Multiple Award Period. The
percentage for a subsequent Performance Period may be increased at any time
prior to the end of the Designation Period for such Performance Period.

5. AWARDS TO PARTICIPANTS

Prior to the end of the Designation Period for a Performance Period, the
Committee shall allocate in writing, on behalf of each Participant, a
percentage of Net Income on which such Participant's award will be based. In
the event of a Multiple Award Period, prior to the end of the first
Designation Period for all included Performance Periods the Committee shall
allocate in

writing, on behalf of each Participant, a percentage of Net Income for each of
the Performance Periods in the Multiple Award Period, or, in the alternative
an aggregate formula for the later Performance Periods in the Multiple Award
Period based on the total of assigned percentages of Net Income for the then
current and the prior Performance Periods included in the Multiple Award
Period. The Committee may in its discretion make an award for a Performance
Period to a Participant who has received an award for a Multiple Award Period
which includes such Performance Period, provided that this is done in writing
prior to the end of the Designation Period for such Performance Period. In no
event shall the sum of the percentages allocated to Participants exceed the
percentage determined in Section 4 for any Performance Period. The Committee
shall set a maximum amount payable (the "Cap") for each Participant, which
shall not exceed $3,000,000 per year.

6. PERFORMANCE PERIOD

The Performance Period as to which awards may be made under this Plan
shall be the twelve-month period commencing January 1 of a calendar year and
ending on December 31 of such calendar year. The Committee may designate
Participants for future Performance Period awards, not to exceed three such
periods (a "Multiple Award Period").

7. PAYMENT OF BONUS AWARDS UNDER THE PLAN

(a) Following the completion of each Performance Period, the Committee
shall certify in writing (i) the amount, if any, of Net Income for such
Performance Period and (ii) the bonus awards payable to the Participants.

(b) Except as provided in Section 8 of this Plan, each Participant shall
receive payment, subject to all required tax withholdings, of his or her bonus
award as soon as practicable following the determination of the amount of such
award.

8. DEFERRAL OF PAYMENT OF AWARDS

At the discretion of the Committee, any Participant, subject to such
terms and conditions as the Committee may determine, may elect to defer
payment of all or part of any award which such Participant might earn with
respect to a Performance Period (together with interest thereon from the date
as of which the award would have been paid but for such Participant's election
to defer payment at the rate, if any, fixed by the Committee) by complying
with such procedures as the Committee may from time to time prescribe.

9. SEPARATION FROM THE CORPORATION AND ITS SUBSIDIARIES

(a) Participants who cease to be employed by the Corporation or its
subsidiaries prior to the end of the Performance Period, other than due to
retirement under any retirement plan maintained by the Corporation or any of
its subsidiaries under which such Participant is covered, death or disability
(as defined in any disability plan of the Corporation or any of its
subsidiaries applicable to the Participant), shall not be eligible to receive
a bonus award for the Performance Period in which such termination of
employment occurs; provided, however, that the Committee may, in its sole
discretion, when it finds that a waiver may be in the best interest of the
Corporation, waive in whole or in part any or all of the provisions of this
Section 9(a).

(b) Participants who cease to be employed by the Corporation or its
subsidiaries prior to the end of a Performance Period due to retirement under
any retirement plan maintained by the

Corporation or any of its subsidiaries under which such Participant is
covered, death or disability (as defined in any disability plan of the
Corporation or any of its subsidiaries applicable to the Participant) shall
receive a bonus award which is prorated to the date of cessation of
employment.

(c) Any Participant may designate in writing the beneficiary of the
unpaid amount of a bonus award (including the amount of any bonus award which
was previously deferred) in case of death and if no designation has been made,
or if any such designation shall become ineffective, any such unpaid amount
will be paid to the Participant's estate. Such designation shall be effective
upon receipt thereof by the Corporation. Any such designation may be revoked
in writing by a Participant at any time without the consent of any such
beneficiary.

10. AMENDMENTS

The Committee may amend this Plan at any time, provided that such changes
may be made consistent with the provisions of Section 162(m) of the Code and
the Regulations without adversely affecting the ability of the Corporation to
deduct the compensation which may be paid pursuant to this Plan for federal
income tax purposes and, provided, further, that if Section 162(m) of the Code
or the Regulations would require stockholder approval of such an amendment in
order for payments under this Plan to be deductible then no such amendment
shall be effective without such approval.

11. TERMINATION

The Board of Directors of the Corporation may terminate this Plan at any
time. No termination of this Plan shall adversely affect the right of any
person to receive any award for a Performance Period or Periods for which such
person had been designated under Section 3 of this Plan, or amounts previously
awarded to such person but deferred in accordance with Section 8 of this Plan
plus any interest thereon.

12. MISCELLANEOUS

(a) Nothing contained in this Plan shall be construed as giving any
executive officer of the Corporation the right to participate in this Plan or
to continued employment or any interest in any asset of the Corporation or any
of its subsidiaries, nor to prevent the Corporation or any of its subsidiaries
or affiliates from taking any action which it deems to be appropriate or in
its best interests, whether or not such action would have an adverse effect on
this Plan or the amounts payable hereunder.

(b) This Plan shall be unfunded and the Corporation shall not be
required to establish any segregation of assets to assure payment of any
awards made hereunder.

(c) A Participant may not sell, transfer or assign any right or interest
in this Plan except as provided in Section 9(c) hereof and any attempted sale,
transfer or assignment shall be null and void.

(d) This Plan shall be governed by and construed in accordance with the
laws of the State of New York and the applicable provisions of the Code and
the Regulations.

13. EFFECTIVE DATE

This Plan shall be effective as of January 1, 1996, subject to the
subsequent approval hereof by the Corporation's stockholders at the 1996
Annual Meeting of Shareholders and, if so approved, shall remain in effect
until terminated in accordance with Section 11 hereof.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘PRER14A’ Filing	Date	Other Filings

	12/31/02	10-K, 13F-HR
	12/31/01	10-K, 13F-HR, 13F-HR/A
	5/8/01	8-K, PRE 14A
	3/12/01
Filed on:	2/28/01
	2/20/01
	1/1/01
	12/31/00	10-K405, 10-K405/A, 13F-HR
	5/17/00
	12/31/99	10-K405, 10-K405/A, 13F-HR
	12/31/98	10-K405
	1/1/98
	1/1/96
	12/31/95	10-K405
		List all Filings

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Filing Submission 0000060086-01-500004 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Loews Corp – ‘PRER14A’ on 2/28/01

On: Wednesday, 2/28/01, at 1:29pm ET · Accession #: 60086-1-500004 · File #: 1-06541

Revised Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Preliminary Proxy Solicitation Material — Schedule 14A
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