Exhibit 10.41
AMENDMENT NO. 2 TO
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SUPPLEMENTAL RETIREMENT AGREEMENT
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This AMENDMENT NO. 2 TO SUPPLEMENTAL RETIREMENT AGREEMENT made as of the
first day of January, 2004 between LOEWS CORPORATION (the "Company") and
XXXXXXXX X. XXXXX (the "Executive").
W I T N E S S E T H:
WHEREAS, the Executive is currently serving as an executive officer of the
Company;
WHEREAS, pursuant to a Supplemental Retirement Agreement dated as of January
1, 2002 (the "Supplemental Retirement Agreement"), the Company has agreed to
provide to the Executive supplemental retirement benefits;
WHEREAS, the Company and the Executive desire that the Executive's
retirement benefits be further supplemented on the terms and conditions
hereinafter set forth; and
WHEREAS, all capitalized terms used herein without definition are used as
defined in the Supplemental Retirement Agreement.
NOW, THEREFORE, the Company and the Executive agree that the Supplemental
Retirement Agreement is hereby amended as follows:
1. In connection with the Executive's employment with the Company and to
provide supplemental retirement benefits to the Executive in addition to the
Executive's compensation and other benefits, the Executive's Supplemental
Retirement Account shall be credited as follows:
(a) The Supplemental Retirement Account shall be credited with an additional
sum of $250,000, effective January 1, 2004 (the "2004 Amount"), and the
Executive shall become vested in the 2004 Amount as of December 31,
2004.
(b) On December 31, 2004 the 2004 Amount credited to the Executive's
Supplemental Retirement Account shall be credited with the Pay-Based
Credit which would have been credited under Section 3.2 of the Plan as
if the definition of "Compensation" under Section 1.9 of the Plan had
not included the second sentence thereof.
2. Except as herein amended, the Supplemental Retirement Agreement shall
remain in full force and effect. All references to the Supplemental
Retirement Account in the Supplemental Retirement Agreement, as amended
hereby, shall mean and include the Supplemental Retirement Account as
increased by the 2004 Amount and all other amounts credited to the
Supplemental Retirement Account pursuant to the Supplemental Retirement
Agreement as the same has been and may hereafter be amended.
3. This Agreement sets forth the entire understanding between the Company
and the Executive with respect to the supplemental retirement benefits
which are the subject matter hereof and supercedes all prior
understandings and agreements with respect thereto. No change,
termination or waiver of any of the provisions hereof shall be binding
unless in writing signed by the party against whom the same is sought to
be enforced. This Agreement is governed by and shall be construed in
accordance with the laws of the State of New York, without giving effect
to principles of conflicts of law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
LOEWS CORPORATION
By: /s/Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Senior Vice President
/s/Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
