LOEWS
CORPORATION
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February 20, 1996
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Island Drive
North Manursing Island
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Dear ▇▇. ▇▇▇▇▇:
Reference is made to your Employment Agreement with Loews Corporation (the
"Company"), dated March 1, 1971, as amended by agreements dated February 27,
1974, March 1, 1976, May 10, 1977, July 17, 1979, June 16, 1981, May 10, 1983,
May 10, 1984, October 15, 1985, February 24, 1987, October 14, 1988, March 1,
1990, October 22, 1992 and October 18, 1994 (the "Employment Agreement").
This will confirm our agreement that the Employment Agreement is amended as
follows:
1. The period of your employment under and pursuant to the Employment
Agreement is hereby extended for an additional period through and including
December 31, 1998 upon all the terms, conditionstions and provisions of the
Employment Agreement, as hereby amended.
2. You shall be paid a basic salary (the "Basic Salary") for your
services under and pursuant to the Employment Agreement at the rate of
$1,750,000 per annum for the period January 1, 1996 through May 31, 1996. For
the period June 1, 1996 through December 31, 1996, your Basic Salary shall be in
the amount of $975,000, less amounts theretofore paid as Basic Salary for the
calendar year 1996. For the calendar years 1997 and 1998 Basic Salary shall be
paid to you at the rate of $975,000 per annum. Basic Salary shall be payable in
accordance with the Company's customary payroll practices for executives as in
effect from time to time, and shall be subject to such increases as the Board of
Directors of the Company, in its sole discretion, may from time to time
determine. Such Basic Salary shall be exclusive of fees received by you as a
director and as a member of Committees of the Boards of Directors of other
corporations, including subsidiaries, affiliates and investees of the Company.
3. In addition to receipt of Basic Salary under the Employment Agreement,
in the event the Company's shareholders approve the Incentive Compensation Plan
for Executive Officers of the Company (the "Compensation Plan"), you shall
participate in and shall receive incentive compensation under the Compensation
Plan as awarded by the Incentive Compensation Committee of the Board of
Directors of the Company.
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February 20, 1996
Page 2
4. Incentive based compensation awarded in relation to applicable years
under the Compensation Plan shall be included in the computation of pensionable
earnings in determining your Supplemental Benefits under the Employment
Agreement. In no event, however, shall such Supplemental Benefits duplicate
benefits under the Company's Benefit Equalization Plan as amended from time to
time.
5. The Company shall pay to you annually an amount equal to any
difference between your available "flexdollars" amount under the Company's
Beneflex employee benefit program and a greater flexdollars amount calculated on
a basis which includes incentive based compensation awarded in relation to an
applicable year under the Compensation Plan, after taking into account your
annual "Beneflex" elections. For purposes of such calculations, incentive based
compensation may be assumed to be payable in the amount of your "Cap" for the
applicable year under the Compensation Plan, subject to appropriate adjustment
in relation to incentive compensation actually awarded under the Compensation
Plan. Other employee benefits, such as life insurance, provided by the Company
will be based on your Basic Salary.
Except as herein modified or amended, the Employment Agreement shall remain
in full force and effect.
If the foregoing is in accordance with your understanding, would you please
sign the enclosed duplicate copy of this Letter Agreement at the place indicated
below and return the same to us for our records.
Very truly yours,
LOEWS CORPORATION
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President
ACCEPTED AND AGREED TO:
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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