LOEWS CORP, PRE 14A, 1996-02-21

LOEWS CORP
PRE 14A, 1996-02-21
FIRE, MARINE & CASUALTY INSURANCE

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Reg. Section 240.14a-101
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
---

Filed by the Registrant [x]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Loews Corporation
- --------------------------------------------------------------------------------
(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] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: N/A
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(4) Proposed maximum aggregate value of transaction: 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
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Preliminary Proxy statement

LOEWS
CORPORATION

667 Madison Avenue
New York, New York 10021-8087

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 14, 1996

To the Shareholders:

The Annual Meeting of Shareholders of Loews Corporation (the "Company") will
be held at the Ricker Auditorium (second floor), 180 Maiden Lane, New York, New
York, on Tuesday, May 14, 1996 at 11:00 A.M. New York City Time, for the
following purposes:

. To elect eleven directors;

. 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
200 million to 400 million and of Preferred Stock from 25 million to 100
million;

. 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 five 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 18, 1996 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 28, 1996

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 14, 1996.
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 28, 1996.

The mailing address of the Company is 667 Madison Avenue, New York, N.Y.
10021-8087.

As of March 18, 1996, the record date for determination of shareholders
entitled to notice of and to vote at the meeting, there were 117,832,800 shares
of Common Stock of the Company (the "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 eleven 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 and
Preferred Stock. Accordingly broker non-votes and shares which are voted to
abstain have the same effect as a vote against this proposal. 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 all 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 such proposal. Broker non-votes are not counted as present.

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 29, 1996 and each such person has sole voting and investment
power with respect to the shares set forth.

<TABLE>
<CAPTION>
Amount
Beneficially Percent
Name and Address Owned of Class
---------------- ------------ --------

<S> <C> <C>
Laurence A. Tisch(1) ............... 18,559,912 15.8%
667 Madison Avenue
New York, N.Y. 10021-8087

Preston R. Tisch(1) ................ 18,559,912 15.8%
667 Madison Avenue
New York, N.Y. 10021-8087

FMR Corp. ("FMR")(2) ............... 7,826,010 6.6%
82 Devonshire Street
Boston, MA 02109

The Equitable Companies Incorporated
("Equitable")(3) .................. 7,599,696 6.4%
787 Seventh Avenue
New York, N.Y. 10019
</TABLE>

(1) Laurence A. Tisch and Preston R. Tisch are each a Co-Chairman of the Board
and Co-Chief Executive Officer of the Company. Laurence A. Tisch and Preston R.
Tisch are brothers.
(2) This information is as of December 31, 1995 and is based on a Schedule 13G
report filed by FMR. According to the report Fidelity Management & Research
Company, a subsidiary of FMR, acts as investment adviser to several investment
companies and as such has sole dispositive power with respect to 7,666,460
shares. Another subsidiary of FMR has sole dispositive power with respect to
159,550 shares.
(3) This information is as of December 31, 1995 and is based on a Schedule 13G
report filed by Equitable. According to the report the shares were acquired for
investment purposes and may be deemed to be beneficially owned by certain
subsidiaries of Equitable. Equitable states in such report that it may be deemed
to have sole voting power with respect to 6,965,486 shares, shared voting with
respect to 306,510 shares, and sole dispositive power with respect to 7,599,696
shares. The report states that it has been filed jointly on behalf of AXA, and
five French mutual insurance companies, as a group, as parent holding companies.

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 29, 1996, based on data
furnished by them.

<TABLE>
<CAPTION>
Amount
Beneficially Percent
Name Owned(1) of Class
---- ------------ --------

<S> <C> <C>
Charles B. Benenson 15,555(2) *
John Brademas 1,110(3) *
Dennis H. Chookaszian 4,000(4) *
Bernard Myerson 31,500(5) *
Edward J. Noha 1,500(6) *
Gloria R. Scott 0
Andrew H. Tisch 2,000(7) *
James S. Tisch 80,000(8) *
Jonathan M. Tisch 255,020(9) *
Laurence A. Tisch 18,559,912 15.8%
Preston R. Tisch 18,559,912 15.8%
All executive officers and directors as
a group 23 persons including those
listed above) ---------- ----
</TABLE>

*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 such 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, 70,200 shares of Common Stock and 10,000 shares of common stock of
CNA Financial Corporation ("CNA"), an 84%-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 such
partnership and foundation.
(3) In addition, Mr. Brademas owns 78 shares of CNA common stock.
(4) In addition, Mr. Chookaszian owns 1,000 shares of CNA common stock.
(5) In addition, Mr. Myerson's wife owns 2,500 shares of Common Stock as to
which Mr. Myerson disclaims any beneficial interest.
(6) In addition, Mr. Noha owns beneficially 450 shares of CNA common stock.
(7) In addition, 372 shares of Common Stock are owned by Mr. A.H. Tisch's son,
as to which Mr. A.H. Tisch disclaims any beneficial interest and 60,000 shares
of Common Stock are held by a charitable foundation as to which Mr. A.H. Tisch
has shared voting and investment power.
(8) In addition, 58,000 shares of Common Stock are held by a charitable
foundation as to which Mr. J.S. Tisch has shared voting and investment power.
(9) In addition, 64,000 shares of Common Stock are held by a charitable
foundation as to which Mr. J.M. Tisch has shared voting and investment power.

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 eleven. Accordingly,
action will be taken at the meeting to elect a Board of eleven directors to
serve until the next Annual Meeting of Shareholders and until their respective
successors shall be duly elected and shall qualify. 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.

Charles B. Benenson, 83 - Officer and Director, Benenson Realty Company (real
estate investments). Mr. Benenson has been a director of the Company since 1960
and is a member of the Audit Review Committee and the Incentive Compensation
Committee.

John Brademas, 69 - President Emeritus since 1992 and, prior thereto,
President of New York University. Mr. Brademas is also a director of Scholastic,
Inc., Texaco Inc. and NYNEX, Inc. Mr. Brademas has been a director of the
Company since 1982 and is a member of the Incentive Compensation Committee.

Dennis H. Chookaszian, 52 - Chairman of the Board and Chief Executive Officer
of the CNA Insurance Companies since September 1992. Prior thereto, Mr.
Chookaszian was President and Chief Operating Officer of the CNA Insurance
Companies. He has been a director of the Company since 1995.

Bernard Myerson, 78 - 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, 68 - 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 is also a director of Eagle Financial Corp. Mr. Noha has
been a director of the Company since 1975.

Gloria R. Scott, 57 - President, Bennett College, Greensboro, North Carolina.
Dr. Scott has been a director of the Company since 1990 and is a member of the
Audit Review Committee.

Andrew H. Tisch, 46 - Chairman of the Management Committee of the Company's
Board of Directors since 1995. Prior thereto he had been Chairman of the Board
and Chief Executive Officer of Lorillard Tobacco Company ("Lorillard"), a wholly
owned subsidiary of the Company. Mr. Tisch is Chairman of the Board of Bulova
Corporation ("Bulova"), a 97% owned subsidiary of the Company, and a director of
Zale Corporation. Mr. Tisch has been a director of the Company since 1985.

James S. Tisch, 43 - President and Chief Operating Officer of the Company
since 1994. Prior thereto he had been Executive Vice President. He is also a
director of CNA and Diamond Offshore Drilling, Inc., a 70% owned subsidiary of
the Company. Mr. Tisch has been a director of the Company since 1986 and is a
member of the Management Committee.

Jonathan M. Tisch, 42 - President and Chief Executive Officer of Loews Hotels.
He has been a director of the Company since 1986 and is a member of the
Management Committee.

Laurence A. Tisch, 73 - Co-Chairman of the Board and Co-Chief Executive
Officer of the Company. Prior to 1994, Mr. Tisch had been the Chairman of the
Board and Co-Chief Executive Officer of the Company. Mr. Tisch is also Chief
Executive Officer of CNA and a director of CNA and Bulova. In addition, he
served as Chairman, President and Chief Executive Officer and a director of CBS
Inc. ("CBS") until November 24, 1995 when CBS was merged with a subsidiary of
Westinghouse Electric Corporation ("Westinghouse"). Mr. Tisch also serves as a
director of

Automatic Data Processing, Inc. and Federated Department Stores, Inc. He has
been a director of the Company since 1959 and is a member of the Executive and
Finance Committees.

Preston R. Tisch, 69 - Co-Chairman of the Board and Co-Chief Executive Officer
of the Company. Prior to 1994, Mr. Tisch had been President and Co-Chief
Executive Officer of the Company. Mr. Tisch served as Postmaster General of the
United States from August 15, 1986 to February 26, 1988. Prior thereto he had
served as President and Chief Operating Officer of the Company since 1969 and as
a director of the Company since 1960. He was re-elected a director of the
Company in March 1988 and is Chairman of the Executive Committee. He is a
director of Bulova, CNA, Hasbro, Inc. and Rite Aid Corporation.

Committees

The Company has an Audit Review Committee, a Finance Committee, a Management
Committee and an Executive Committee. The Company has no nominating committee or
compensation committee. In addition, the Board of Directors has established an
Incentive Compensation Committee for the purpose of administering the proposed
Loews Corporation Incentive Compensation Plan for Executive Officers (the
"Incentive Compensation Plan"). See "Approval of Incentive Compensation Plan for
Executive Officers (Proposal No. 2)," below.

The functions of the Audit Review Committee include recommendation to the
Board of Directors with respect to the engagement of the Company's independent
certified public accountants, review of the scope and effectuation of the audit
engagement and of the Company's internal audit procedures, approval of each
service performed by the independent accountants, and review of the Company's
internal accounting controls.

Attendance at Meetings

During 1995 there were eight meetings of the Board of Directors and two
meetings of the Audit Review 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 such director serves.

Director Compensation

Each director who is not an employee of the Company is paid an annual retainer
of $25,000 for serving as a director. In addition, members of the Audit Review
Committee and of the Incentive Compensation Committee are paid $500 for each
meeting attended.

EXECUTIVE COMPENSATION

The following table sets forth information for the years indicated regarding
the compensation of the co-chief executive officers and each of the other three
most highly compensated executive officers of the Company as of December 31,
1995, for services in all capacities to the Company and its subsidiaries.

SUMMARY COMPENSATION TABLE

Annual Compensation
-------------------
<TABLE>
<CAPTION>

Name and Other Annual All Other
Principal Position Year Salary (1) Compensation Compensation
------------------ ---- ---------- ------------ ------------

<S> <C> <C> <C> <C>
L. A. Tisch 1995 $ 861,758 $60,072(3)
Co-Chairman of the 1994 601,660 47,929
Board and Co-Chief 1993 570,296 43,058
Executive Officer (2)

P. R. Tisch 1995 1,770,335 $398,493(4) 60,072(3)
Co-Chairman of the 1994 1,555,448 381,163 47,929
Board and Co-Chief 1993 1,517,296 380,810 43,058
Executive Officer

J. S. Tisch 1995 806,190 30,803(5)
President and Chief 1994 697,443 29,622
Operating Officer 1993 552,527 24,447

A. H. Tisch 1995 806,260 6,194(7)
Chairman of the Management 1994 696,500 4,825
Committee (6) 1993 551,527 3,701

J. M. Tisch 1995 806,176 4,798(7)
President and Chief 1994 696,432 3,622
Executive Officer of 1993 551,527 2,946
Loews Hotels
</TABLE>

(1) Salary includes payments to the named individual based on benefit choices
under the Company's flexible benefits plan.
(2) Mr. L.A. Tisch served as President and Chief Executive Officer of CBS
until November 24, 1995 when the merger (the "Merger") of CBS with a subsidiary
of Westinghouse was consummated. Prior to that time, Mr. Tisch's salary from the
Company had been reduced for so long as he was devoting a principal amount of
his time to CBS. See "Employment Agreements" below. Mr. Tisch received from CBS
salary and bonus aggregating $1,690,390 for 1995, salary and bonus aggregating
$1,986,630 for 1994 (a portion of which was deferred), and salary and bonus
aggregating $1,025,065 for 1993. In addition, in connection with the Merger, he
received $1,171,190 representing payment of previously deferred compensation and
$11,601,958 in settlement of rights held by him under the CBS Stock Rights Plan.
(3) Includes for each individual the annual contribution under the Company's
Employees Savings Plan and related allocation under the Benefits Equalization
Plan aggregating $34,072, $21,929 and $21,558 for 1995, 1994 and 1993,
respectively. Also includes director's fees paid by CNA amounting to $26,000 for
1995 and 1994 and $21,500 for 1993.
(4) Represents the incremental cost of personal benefits provided by the
Company, including $345,000, $325,000, and $315,000 respectively, for 1995, 1994
and 1993 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
Division.
(5) Includes the annual contribution under the Company's Employees Savings
Plan and related allocation under the Benefits Equalization Plan aggregating
$4,803, $3,622 and $2,946 for 1995,

1994 and 1993, respectively. Also includes director's fees paid by CNA amounting
to $26,000 for each of 1995 and 1994, and $21,500 for 1993.
(6) Mr. A.H. Tisch served as Chairman of the Board and the Chief Executive
Officer of Lorillard through May 31, 1995 and has served as Chairman of the
Management Committee of the Company since October 17, 1995. Prior thereto he had
been a member of the Management Committee of the Company since October 18, 1994.
(7) Represents the annual contribution under the Company's Employees Savings
Plan and related allocation under the Benefits Equalization Plan.

Employment Agreements

The Company is party to employment agreements with each of Laurence A. Tisch
and Preston R. Tisch (together, the "Employment Agreements"). On February 20,
1996, the Employment Agreements were amended to extend the term from October 31,
1996 to December 31, 1998 and to provide for a basic salary for each of Mr. L.A.
Tisch and Mr. P.R. Tisch of $975,000 per annum effective from January 1, 1996,
subject to such increases as the Board of Directors may from time to time
determine in its sole discretion.

The basic salary provided for in the amended Employment Agreements represents
a reduction from the rate of $1,750,000 per annum under the Employment
Agreements as in effect through October 31, 1996. The amended Employment
Agreements provide each of the Messrs. Tisch the right to participate in a new
proposed Incentive Compensation Plan, subject to approval of the Incentive
Compensation Plan at the Annual Meeting of Shareholders as set forth in Proposal
No. 2. For information with respect to the grant of awards to the Messrs. Tisch
under the Incentive Compensation Plan, see "Board of Directors Report on
Executive Compensation -- Co-Chief Executive Officers," below.

The Employment Agreements also provide, and will continue to provide whether
or not shareholders approve adoption of the Incentive Compensation Plan, for the
payment of supplemental retirement benefits to each of Mr. L.A. Tisch and Mr.
P.R. Tisch 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 such Plan as limited by
such provisions. These supplemental benefits are equivalent to the benefits
provided under the Benefits Equalization Plan (see "Pension Plan," below). The
amendments to the Employment Agreement provide that incentive compensation
awarded the Messrs. Tisch in relation to applicable years under the Incentive
Compensation Plan will be included in the computation of their respective
pensionable earnings in determining supplemental benefits under the Employment
Agreements, but in no event will such supplemental benefits duplicate benefits
under the Benefit Equalization Plan.

Mr. L.A. Tisch's basic salary had been reduced for so long as he was devoting
a principal amount of his time to CBS. Mr. Tisch served as President and Chief
Executive Officer of CBS from January 1987 to November 24, 1995 when the Merger
of CBS with a subsidiary of Westinghouse was consummated. The reduction in Mr.
L.A. Tisch's remuneration from the Company is not considered for purposes of
determining his supplemental retirement and other salary related benefits;
however his supplemental retirement benefits will be reduced by any retirement
benefits actually paid to him under retirement plans of CBS. Additionally,
retirement benefits payable to Mr. P.R. Tisch will be adjusted to account for
retirement benefits paid to him when he retired from the Company to serve as
Postmaster General of the United States.

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 Benefits Equalization Plan (the
"Benefits 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 Benefits Equalization Plan.

The Retirement Plan provides for pensions upon retirement based upon 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. Compensation 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. Pension benefits
are not subject to reduction for Social Security benefits or other amounts. The
following table shows estimated annual benefits upon retirement under the
Retirement Plan for various average compensation and credited service, based
upon normal retirement in 1996 and a straight life annuity form of pension.
Other forms of pension payment are also available under the Retirement Plan.

PENSION PLAN TABLE

Average Final Estimated Annual Pension for
Compensation Representative Years of Credited Service
- ------------ ----------------------------------------
10 15 20 25 30 35
-- -- -- -- -- --

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-two, sixteen, eighteen, thirty-five and
thirty-three, respectively.

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
members of the Audit Review Committee have from time to time acted as a special
compensation committee for purposes of recommendation to the Board of Directors
with respect to the Company's Co-Chief Executive Officers. See "Co-Chief
Executive Officers," below. The Company's executive compensation

consists solely of base annual salary. In addition, executive officers
participate, along with other salaried employees, in the Company's Employees
Savings Plan and Retirement Plan. There is currently no bonus, stock option or
long-term incentive program. However, on February 20, 1996 the Board of
Directors adopted, subject to shareholder approval, the Incentive Compensation
Plan and formed an Incentive Compensation Committee to administer the Incentive
Compensation Plan. The Company's executive officers will be eligible to
participate in the Incentive Compensation Plan, should such plan be approved by
the Company's shareholders.

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 accomplish this objective, compensation 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 such survey, the
consistency of the data presented. One survey includes two of the six companies
included in the Standard & Poors Financial Miscellaneous 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.

Co-Chief Executive Officers

The compensation of the Company's Co-Chief Executive Officers has been
established pursuant to the Employment Agreements negotiated between the Company
and each of the Co-Chief Executive Officers. The Employment Agreements provide
for increases in remuneration as the Board of Directors may from time to time
determine in its sole discretion, although no action has been taken or requested
in relation to this provision.

Under the Internal Revenue Code, the amount of compensation paid to or accrued
for the Co-Chief Executive Officers and the three 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 will seek to do so. Accordingly, the Employment Agreements with the
Company's Co-Chief Executive Officers have been amended to, among other things,
reduce basic compensation from $1,175,000 per annum to $975,000 per annum (see
"Employment Agreements," above) and the Board of Directors has adopted, subject
to shareholder approval, the Incentive Compensation Plan for the purpose of
causing the compensation expense associated with such plan to qualify as
performance-based compensation. See "Approval of Incentive Compensation Plan for
Executive Officers (Proposal No. 2)," below.

The Incentive Compensation Committee has granted the Company's Co-Chief
Executive Officers, subject to shareholder approval of the Incentive
Compensation Plan, allocations under the Incentive Compensation Plan entitling
each of them to awards thereunder of a maximum of $830,000 for the

year 1996 and a maximum of $1,125,000 for each of the years 1997 and 1998. The
actual awards to the Messrs. Tisch would be subject to the attainment of
specified performance goals in relation to after-tax net income of the Company,
excluding realized investment gains and losses.

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. D.H. Chookaszian, 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. 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 $2,705,000 in the aggregate for the utilization by them of
the services of certain employees and facilities of the Company during 1995.

Subsidiaries of the Company, primarily insurance subsidiaries of CNA, made
expenditures for advertising on CBS owned and affiliated broadcast stations, at
customary rates. During 1995 such expenditures amounts to approximately
$_______.

During 1995 insurance subsidiaries of CNA provided CBS with certain property
and casualty insurance and surety bonds, for which CBS paid premiums at
customary rates amounting to approximately $_______. In addition, during 1995
insurance subsidiaries of CNA provided CBS with group life insurance for active
employees and retirees for which CBS paid premiums (a portion of which is
represented by employee contributions) aggregating approximately $_______, group
long term disability insurance the premiums for which, aggregating approximately
$_______, are paid by participating employees, and group long term care
insurance the premiums for which, aggregating approximately $_______, are paid
by participating employees.

In addition, during 1995 the Company and its subsidiaries in the ordinary
course of business paid approximately $75,000 to Mentor Securities, Inc.
("Mentor") as brokerage commissions. Daniel R. Tisch, a son of Laurence A.
Tisch, is a principal shareholder, officer and director of such firm. Similar
transactions with Mentor 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") and the
Standard & Poor's Financial Miscellaneous Stock Index ("S&P Financial
Miscellaneous") for the five years ended December 31, 1995. The graph assumes
that the value of the investment in the Company's Common Stock and each Index
was $100 on December 31, 1990 and that all dividends were reinvested.

[GRAPH]

1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C> <C>
Loews Corporation 100 112.67 124.69 97.56 92.13 167.89
S&P 500 Index 100 130.47 140.41 154.56 156.60 215.45
S&P Financial Miscellaneous 100 158.65 186.57 222.88 214.89 345.13
</TABLE>

APPROVAL OF INCENTIVE COMPENSATION PLAN FOR EXECUTIVE OFFICERS
(Proposal No. 2)

Under Section 162(m) of the Internal Revenue Code and the regulations
promulgated thereunder (together, as each may be amended, the "Code"), the
amount of compensation paid to or accrued for the Co-Chief Executive Officers
and the three 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 Code is not subject to this limitation.

As stated above, 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, on February

20, 1996, the Board of Directors adopted, subject to shareholder approval, the
Incentive Compensation Plan, which is designed to qualify the amounts paid from
time to time thereunder to certain of the Company's executive officers as
"qualified performance-based compensation" under Section 162(m) of the Internal
Revenue Code.

The following summary of the material terms of the Incentive Compensation Plan
is qualified in its entirety by reference to the terms of the Incentive
Compensation Plan, a copy of which is attached to this Proxy Statement as
Exhibit A.

The purpose of the Incentive Compensation Plan is to provide a means of
rewarding certain executive officers of the Company who have contributed to the
profitability of the Company in a manner which permits such compensation to be
deductible by the Company for federal income tax purposes. The administration of
this Plan is vested in the Incentive Compensation Committee of the Board of
Directors, each member of which is required to qualify as an "outside director"
(as the term is defined in the Code).

All executive officers of the Company 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 such executive officers of the Company (each, a "Participant") who will
participate in the Incentive Compensation Plan for specified performance
periods.

The performance period as to which awards may be made under the Incentive
Compensation Plan will be the twelve-month period ending on December 31 of such
calendar year (each such period, a "Performance Period"). The Incentive
Compensation Committee may designate participants for future Performance Period
awards, not to exceed three such periods (a "Multiple Award Period").

Prior to the end of the Designation Period for a Performance Period, the
Incentive Compensation Committee will allocate in writing, on behalf of each
Participant, a percentage of the consolidated after-tax net income of the
Company and its subsidiaries excluding realized investment gains and losses
("Net Income") for such Performance Period 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 Incentive
Compensation Committee will 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 Incentive Compensation 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.

Because the amount of awards under the Incentive Compensation Plan is based
upon Net Income, the amount of any awards that may be payable to Participants
cannot currently be determined. However, under the Incentive Compensation Plan,
the Incentive Compensation Committee will set a maximum amount payable to each
Participant which shall not exceed $3,000,000 per year. Based upon the
performance goals and maximum award amounts set by the Incentive Compensation
Committee for the 1996 Performance Period, if the Incentive Compensation Plan
had been in effect during 1995, the maximum amount that could have been awarded
thereunder to any Participant would have been $830,000. See "Board of Directors
Report on Executive Compensation -- Co-Chief Executive Officers," above.

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

At the discretion of the Incentive Compensation Committee, any Participant,
subject to such terms and conditions as such 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 for such Participant's election
to defer payment at the rate, if any, fixed by such Committee) by complying with
such procedures as the Incentive Compensation Committee may from time to time
prescribe.

If any Participant in the Incentive Compensation Plan ceases to be employed by
the Company or its subsidiaries prior to the end of a relevant Performance
Period (other than due to retirement under any retirement plan maintained by the
Company or any of its subsidiaries under which such Participant is covered
("Retirement"), death or disability), such Participant will not be eligible to
receive a bonus award for such Performance Period in which such termination of
employment occurs unless the Incentive Compensation Committee, in its sole
discretion, determines that the payment of such 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 relevant 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 such changes may be made consistent with the
provisions of the Code without adversely affecting the ability of the Company to
deduct the compensation which may be paid pursuant to the Incentive Compensation
Plan for federal income tax purposes and, provided, further, that no amendment
that requires shareholder approval under the Code may be made without such
approval. The Board of Directors may terminate the Incentive Compensation Plan
at any time.

In order for the compensation payable pursuant to the Incentive Compensation
Plan to constitute "qualified performance-based compensation" under the Code,
the material terms of the Incentive Compensation Plan, including the use of Net
Income as the business criteria on which the amount of bonuses will be based,
must be approved by the affirmative vote of a majority of the votes cast at the
meeting on this proposal by the holders of the shares of Common Stock of the
Company entitled to vote. No awards will be made pursuant to the Incentive
Compensation Plan unless such approval is obtained.

The Board of Directors recommends that the shareholders vote FOR Proposal No.
2 to approve the Incentive Compensation Plan.

APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED COMMON STOCK AND PREFERRED STOCK
(Proposal No. 3)

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 200,000,000 shares to 400,000,000 shares and to
increase the authorized number of shares of Preferred Stock (the "Preferred
Stock") from 25,000,000 shares to 100,000,000 shares.

117,832,800 shares of Common Stock were outstanding as of the record date for
the Annual

Meeting of Shareholders and only 82,167,200 shares of Common Stock are available
for future issuance. No shares of Preferred Stock are outstanding; accordingly
25,000,000 shares of Preferred Stock are available for future issuance. If the
amendment is adopted, 282,167,200 shares of Common Stock and 100,000,000 shares
of Preferred 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, reduced substantially the number of shares of Common Stock
available for issuance. The Board further believes that it would be appropriate
at this time as well to increase the number of authorized shares of Preferred
Stock in relation to the total number of shares of authorized Common Stock. The
number of authorized shares of Preferred Stock has not been increased since that
class was established in 1984, when the number of authorized shares of Common
Stock amounted to 100,000,000 shares.

The Company has no present plans, commitments or understandings for the
issuance of any shares of the new Common Stock or Preferred Stock. However, the
Board of Directors believes that it is desirable that the additional shares of
Common Stock and Preferred Stock be made 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. The additional
shares of Common Stock and Preferred Stock would be available for issuance in
connection with future stock splits, stock dividends, financings, acquisitions
and other corporate purposes.

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. With respect to the Preferred Stock, the Board of Directors would be
authorized to issue the Preferred Stock in one or more series and to fix the
number, designation, rights, preferences and limitations of the shares of each
series. The authority of the Board of Directors would include the ability to fix
for each series, among other things, dividend rates and preferences, redemption
rights, rights upon liquidation, dissolution or winding-up of the Company,
voting rights and conversion rights. Depending upon the specific terms of each
series designated by the Board of Directors, the Preferred Stock may rank prior
to the Common Stock with respect to dividend and liquidation rights and may have
other special rights and preferences.

The holders of Common Stock have no preemptive rights to subscribe for any
additional shares of Common Stock or Preferred Stock of the Company that may be
issued.

The Board of Directors recommends that the shareholders vote FOR Proposal No.
3 to amend the Certificate of Incorporation to increase the authorized Common
Stock and Preferred Stock.

RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(Proposal No. 4)

Upon the recommendation of the Audit Review Committee of the Board of
Directors, none of whose members is an officer of the Company, 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, 1996, subject to ratification by
the shareholders. Deloitte & Touche LLP served as the Company's independent
auditor during 1995. If the appointment of the firm of Deloitte & Touche LLP is
not approved or if that firm shall decline 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.

SHAREHOLDER PROPOSALS

The Company has been advised that five 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 CUMULATIVE VOTING
(Proposal No. 5)

John J. Gilbert and Margaret R. Gilbert, 29 East 64th Street, New York, NY
10021-7043, owner of 100 shares and 194 shares, respectively, of Common Stock
and as co-executors of the Estate of Lewis D. Gilbert, owner of 100 shares of
Common Stock, and John C. Henry, 5 East 93rd Street, New York, NY 10128, owner
of 42,000 shares of Common Stock, have notified the Company in writing that they
intend to present the following resolution at the Annual Meeting for action by
the shareholders:

"RESOLVED: That the stockholders of Loews Corporation, assembled in
annual meeting in person and by proxy, hereby request the Board of
Directors to take the steps necessary to provide for cumulative voting in
the election of directors, which means each stockholder shall be entitled
to as many votes as shall equal the number of shares he or she owns
multiplied by the number of directors to be elected, and he or she may
cast all of such votes for a single candidate, or any two or more of them
as he or she may see fit.

"REASONS: Continued very strong support along the lines we suggest were
shown at the last annual meeting when 32.2%, an increase over the
previous year, 551 owners of 32,953,510 shares [adjusted for the 2 for 1
stock split effected on December 1, 1995] were cast in favor of this
proposal. The vote against included unmarked proxies.

"A California law provides that all state pension holdings and state
college funds, invested in shares must be voted in favor of cumulative
voting proposals, showing increasing recognition of the importance of
this democratic means of electing directors.

"The National Bank Act provides for cumulative voting. In many cases
companies get around it by forming holding companies without cumulative
voting. Banking authorities have the right to question the capability of
directors to be on banking boards. In many cases authorities come in
after and say the director or directors were not qualified. We were
delighted to see that the SEC has finally taken action to prevent bad
directors from being on the boards of public companies. The SEC should
have hearings to prevent such persons becoming directors before they harm
investors.

"We think cumulative voting is the answer to find new directors for
various committees. Some recommendations have been made to carry out the
CRES 10 points. The 11th should be, in our opinion, having cumulative
voting and ending staggered boards.

"When Alaska became a state it took away cumulative voting over our
objections. The Valdez oil spill might have been prevented if
environmental directors were elected through cumulative voting. The huge
derivative losses might have been prevented with cumulative voting.

"Many successful corporations have cumulative voting. Example, Pennzoil
defeated Texaco in that famous case. Ingersoll-Rand, also having cumu-
lative voting, won two awards. FORTUNE magazine ranked it second in its
industry as 'America's Most Admired Corporations' and the WALL STREET
TRANSCRIPT noted 'on almost any criteria used to evaluate management,
Ingersoll-Rand excels.' In 1994 and 1995 they raised their dividend.

"Lockheed-Martin, as well as VWR Corporation now have a provision that
if anyone has 40% of the shares cumulative voting applies, it applies at
the latter company.

"In 1995 American Premier adopted cumulative voting. Allegheny Power
System tried to take away cumulative voting, as well as put in a stagger
system, and stockholders defeated it, showing stockholders are interested
in their rights.

"If you agree, please mark your proxy for this resolution; otherwise it
is automatically cast against it, unless you have marked to abstain."

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

This is the sixteenth submission since 1960 by the same proponents of this
proposal. Every time it has been rejected by the shareholders.

The Board believes that the present system of voting for directors, in which
all directors are elected by a plurality of all of the votes cast, is the
fairest and most preferable method for selecting directors. The Board is opposed
to cumulative voting because cumulative voting could make it possible for a
special interest group, which may not represent the interests of all
shareholders, to elect one or more directors beholden only to that special
interest group. The aims of such special interest group may be adverse to those
of the Company and its shareholders as a whole and thus could impede the Board's
power to act on behalf of the Company and all of its shareholders. Accordingly,
the Board of Directors recommends a vote against this proposal.

SHAREHOLDER PROPOSAL RELATING TO DIRECTOR STOCK OWNERSHIP
(Proposal No. 6)

Evelyn Y. Davis, 2600 Virginia Avenue, N.W., Washington, D.C. 20037, owner of
122 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 assembled in annual meeting
in person and by proxy, hereby recommend that the Board of Directors take
the necessary steps to require all members of the Board of Directors to
own a minimum of 1000 shares of voting stock in Loews Corporation.

"REASONS: Stock ownership by Directors makes them partners with other
shareholders.

"Certainly 1000 shares is a reasonable minimum amount for ALL directors
to own in view of the director fees and perks they receive.

"Gloria Scott, a Company director does not own 100 shares, in fact she
does not own ANY shares.

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

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

Individuals are nominated to stand for election to the Board of Directors on
the basis of their experience, competence and integrity. The Board believes that
the establishment of an arbitrary stock ownership requirement at any level, and
particularly one at the high level requested by this proponent, would
unreasonably limit the potential range of nominees to persons of significant
personal wealth. Moreover, such requirement would restrict the Company's ability
to attract individuals with diverse talents and backgrounds to serve on the
Board, with no apparent benefit to the Company or its shareholders. Accordingly,
the Board of Directors recommends a vote against this proposal.

SHAREHOLDER PROPOSAL RELATING TO SMOKING BY YOUTH
(Proposal No. 7)

The Congregation of the Sisters of Charity of the Incarnate Word, 6510
Lawndale, Houston, TX 77223-0969, owner of 200 shares of Common Stock, and the
Maryknoll Fathers and Brothers, P. O. Box 306, Maryknoll, NY 10545-0306, owner
of 1,600 shares of Common Stock, have notified the Company in writing that they
intend to present the following resolution at the Annual Meeting for action by
the shareholders:

"WHEREAS tobacco is a 'gateway drug' for teenagers;

"An estimated 62 percent of all smokers began using tobacco by age 15;

"3,000 minors begin smoking daily; nearly 1,000 of them will eventually
die as a result. Currently, more than 4 million children and adolescents
smoke cigarettes, and 1 million adolescent boys currently use smokeless
tobacco. Smoking by young people is rising sharply. Between 1991 and
1994, the percentage of eighth graders who smoked increased 30 percent,
and the percentage of tenth graders smoking increased 22 percent;

"Tobacco products are among the most heavily advertised products in the
United States. In 1993, the tobacco industry spent $6.2 billion on
advertising and promoting cigarettes and smokeless tobacco. Tobacco
advertising expenditures have increased more than 1,500 percent between
1970 (the year before television and radio advertising was banned) and
1992;

"In 1989, the Surgeon General concluded that tobacco advertising and
promotion do appear to stimulate cigarette consumption;

"An estimated 3% of all sales of cigarettes and smokeless tobacco are
to underage smokers;

"The Center for Disease Control has reported that 85 percent of
underage smokers who purchase their own cigarettes purchase one of the
three most heavily advertised brands: Marlboro, Camel and Newport. This
is in contrast to only one-third of adults who smoke;

"Although prohibited by the industry's own Code of Conduct, most people
would agree with the statement that cigarette advertisements associate
smoking with happiness, sophistication, good health, youthful vigor,
sports and leisure activities, sexual attraction and independence -- all
themes that strongly appeal to teens and young adults;

"We believe Industry-sponsored initiatives to stop youth from smoking
have been ineffective and self-serving in light of efforts by cigarette
companies and the industry to gut efforts to enforce efforts to keep
teens from smoking;

"1995 rules proposed by the FDA to curtail teen smoking include a
requirement of tobacco companies to pay for a $150 million advertising
campaign, including TV commercials, to stop young people from smoking;

"RESOLVED: that shareholders request the Board to devise effective
strategies to cease profiting from underage smoking and to strengthen
efforts to eliminate underage smoking. In implementing this resolution,
shareholders ask the Board to consider:

"1. That 3% of our cigarette/tobacco profits realized from sales to
minors be contributed to a third party such as the American Heart
Association or the American Cancer Society.

"2. This third party would use the funds to run a national anti-smoking
advertising campaign aimed at discouraging minors from smoking.

"3. The goal of the campaign would be to achieve a substantial
reduction in the number of underage smokers.

"4. The campaign would be evaluated after three years to determine its
effectiveness.

"SUPPORTING STATEMENT: Increasingly investors are concerned that
companies in which they hold stocks are realizing profits generated from
tobacco sales to minors. However, instead of divesting from such
companies, they are using their influence to keep youth from smoking in
other ways, such as support for this shareholder resolution. Please
support this effort by voting 'yes' on this resolution."

The Board of Directors recommends a vote AGAINST Proposal No. 7.

For over 30 years, Lorillard and other cigarette manufacturers have opposed
smoking by minors. The voluntary code of the cigarette industry, to which
Lorillard fully subscribes, contains a variety of provisions designed to
discourage youth smoking, including prohibitions on advertising and promoting
cigarettes in college publications and on the use of testimonials by sports
figures and celebrities, and a variety of restrictions strictly limiting the
distribution of product samples. These efforts have been supplemented and
enhanced over the years. For example, in 1990 the industry supported the
establishment of 18 as the minimum age for the sale of cigarettes. As a result
of these efforts and those of others, 18 has been established as the minimum age
in 47 states and in the District of Columbia, with three states having
established 19 as the minimum age. Accordingly, the Board of Directors
recommends a vote against this proposal.

SHAREHOLDER PROPOSAL RELATING TO NICOTINE IN
TOBACCO PRODUCTS
(Proposal No. 8)

Gregory N. Connolly, 399 Common Street, Belmont, MA 02178, owner of 20 shares
of Common Stock, has notified the Company in writing that he intends to present
the following resolution at the Annual Meeting for action by the shareholders:

"WHEREAS the federal Food and Drug Administration has proposed
regulating cigarettes and smokeless tobacco products as drugs;

"Virtually every major health organization in the United States of
America as well as throughout the world has concluded that cigarette
smoking and smokeless tobacco-use are addictive;

"An estimated 40 million people smoke in the United States; a vast
majority of these are addicted to tobacco use. Each day 3,000 young
people begin to smoke. Of these one half will become addicted and of
these, half will die of smoking;

"Most who smoke want to stop but find this difficult to do so;

"It has been recognized by the medical profession as well as many in
the tobacco industry that the addictive ingredient in tobacco is
nicotine;

"The FDA reported that nicotine content in cigarettes has increased for
all brand categories including regular, low nicotine and ultra low brands
from 1982 to 1992;

"Our company is being sued in a national class action suit alleging
that we intentionally addict consumers through the design, manufacture
and marketing of our brands and that our tobacco products have caused
serious health problems to the class members;

"A successful lawsuit may affect adversely and seriously the price of
our stock;

"Certain tobacco companies have developed new nicotine analogs that
reduce certain adverse health effects of nicotine while maintaining
pharmacological effects which could be beneficial to smokers who want to
quit;

"A 'smokeless cigarette' has also been developed that eliminates many
toxic agents in cigarette smoke;

"Scientists have recommended that nicotine levels in tobacco products
be slowly reduced to a level that cannot induce addiction among young
non-smokers;

"The technology is available to our company for it to reduce nicotine
content in its tobacco products;

"A panel of experts recently concluded that the current Federal Trade
Commission's rating for nicotine in cigarettes does not provide adequate
information for smokers about how much nicotine they actually receive
from smoking;

"RESOLVED that shareholders request the Board to take steps to preserve
the health of its tobacco-using customers. We suggest the following
steps:

"1. Develop and publicize nicotine ratings for each of our cigarette
brands and to make this available in accurate information to our
customers about how much nicotine they consume when smoking.

"2. Determine the nicotine level in cigarettes at which nicotine
addiction cannot be induced or maintained. With this information, the
Company shall implement a program that would gradually reduce levels of
nicotine in our brands over an appropriate time period to a level that is
not addictive. This effort to reduce nicotine availability would be
undertaken in collaboration with independent health experts.

"3. Develop and market new nicotine or nicotine-like products that have
minimal toxic agents that can be used by our consumers in lieu of
cigarette smoking, and market these products as drugs or medical devices
to help adult smokers quit tobacco use."

The Board of Directors recommends a vote AGAINST Proposal No. 8.

As the proponent himself recognizes, information regarding nicotine levels in
cigarettes is readily available to the public through prominent disclosure in
cigarette advertising, as required by the Federal Trade Commission. To propose
that Lorillard establish its own separate rating system would be confusing to
the public and could expose the Company to increased risk of litigation. As
well, the use of the term "addiction" in relation to cigarettes is, in the
opinion of the Board, inappropriate and erroneous. It ignores the common sense
belief of many individuals and experts, supported by the well-known fact that
millions of people have stopped smoking cigarettes in recent years. Accordingly,
the Board of Directors recommends a vote against this proposal.

SHAREHOLDER PROPOSAL RELATING TO USE OF LICENSED BRANDS ON CIGARETTES AND TOYS
(Proposal No. 9)

John Slade, 166 Montgomery Road, Skillman, NJ 08558-2005, owner of 30 shares
of Common Stock, has notified the Company in writing that he intends to present
the following resolution at the Annual Meeting for action by the shareholders:

"WHEREAS Co-CEO Laurence Tisch affirmed to shareholders at the 1995
Annual Meeting of the Company that it is the Company's policy to not
permit the Company's cigarette brand names or logos to appear on
children's toys,

"The Company sells the Harley-Davidson brand of cigarette in four
packings under license from the motorcycle manufacturer,

"Nothing in the Company's licensing agreement with Harley-Davidson
prevents the motorcycle company from licensing its name and logos to toy
manufacturers,

"Harley-Davidson has licensed its name and logos to at least three
different toy manufacturers who sell more than twenty different Harley-
Davidson toys for various ages, beginning with three and above,

"Harley-Davidson brand bicycles have been advertised on television,

"Harley-Davidson stores sell Harley-Davidson branded clothing in
children's sizes,

"A large sign promoting Harley-Davidson is located on the outfield
fence of Brewers Stadium in Milwaukee where it is clearly seen during
televised broadcasts of baseball games,

"Harley-Davidson branded toys and clothing, television advertising and
stadium signage promote Harley-Davidson brand cigarettes, whether or not
this is intended,

"In an announced settlement of a lawsuit with Harley-Davidson, the
Company has committed to stopping the use of the Harley-Davidson brand
name on cigarettes by no later than September 2001,

"The Food and Drug Administration's proposed regulations of nicotine
delivery devices like Harley-Davidson cigarettes would prevent licensing
arrangements such as this in the future, but the proposed regulation
would not apply to preexisting arrangements such as the one between the
Company and Harley-Davidson, and

"Nicotine addiction is a pediatric disease: 3,000 children become
regular smokers each day and of these, 1,000 will eventually die because
of the cigarette;

"RESOLVED: That shareholders ask the Company to comply with its policy
against having cigarette brand names or logos on children's toys by
stopping the use of the Harley-Davidson brand name and associated logo on
any brand of cigarette made by the Company at the earliest possible time
but not later than January 1, 1997.

"SUPPORTING STATEMENT: The Company sells a cigarette brand that is
advertised on children's toys in violation of Company policy. Adoption of
this resolution will bring the Company's practice in line with its policy
nearly five years earlier than the time already agreed to by the
Company."

The Board of Directors recommends a vote AGAINST Proposal No. 9.

Lorillard does not permit the cigarette brands it owns to be used on toys.
Lorillard does not, however, own the Harley-Davidson brand name. As a licensee,
Lorillard cannot legally control Harley-Davidson's use of its brand name. It
should be recognized, however, that cigarettes with the Harley-Davidson brand
are only distributed in limited markets and make up a small portion of
Lorillard's business. Moreover, as noted by the proponent, all such use will be
discontinued by the year 2001. To accelerate this agreed upon termination at
this date could be disruptive to Lorillard. Accordingly, the Board 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 1997 Annual Meeting

Shareholder proposals for the 1997 Annual Meeting must be received by the
Company at its principal executive offices set forth above not later than
November 29, 1996 in order to be included in the Company's proxy materials.

By order of the Board of Directors,

BARRY HIRSCH
Secretary

Dated: March 28, 1996

PLEASE COMPLETE, DATE, SIGN AND
RETURN YOUR PROXY PROMPTLY

Exhibit A
---------

THE LOEWS CORPORATION
INCENTIVE COMPENSATION PLAN FOR EXECUTIVE OFFICERS

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 excluding realized investment
gains and losses ("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
<PAGE>
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.

A-2

(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.

A-3

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

The undersigned hereby constitutes and appoints Bernard Myerson, Roy E.
Posner and Barry Hirsch 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 Ricker Auditorium (second floor), 180 Maiden
Lane, New York, New York, on May 14, 1996, 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,
6, 7, 8 AND 9.

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

------------ [ X ] Please mark
COMMON your votes
like this

Item 1-ELECTION OF DIRECTORS WITHHELD
Nominees: C.B. Benenson, J. Brademas, FOR FOR ALL
D.H. Chookaszian, B. Meyerson, FOR AGAINST ABSTAIN
E.J. Noha, G. R. Scott, Item 5-SHAREHOLDER PROPOSAL CONCERNING
A.H. Tisch, J.S. Tisch, CUMULATIVE VOTING [ ] [ ] [ ]
J.M. Tisch, L.A. Tisch
and P.R. Tisch [ ] [ ] Item 6-SHAREHOLDER PROPOSAL CONCERNING
DIRECTOR STOCK OWNERSHIP [ ] [ ] [ ]
WITHHELD FOR: (Write that nominee's
name in the space provided below.) Item 7-SHAREHOLDER PROPOSAL CONCERNING
SMOKING BY YOUTH [ ] [ ] [ ]

- ------------------------------------------------------- Item 8-SHAREHOLDER PROPOSAL CONCERNING
NICOTINE IN TOBACCO PRODUCTS [ ] [ ] [ ]
ITEM 2-APPROVE INCENTIVE FOR AGAINST ABSTAIN
COMPENSATION PLAN Item 9-SHAREHOLDER PROPOSAL CONCERNING
FOR EXECUTIVE LICENSED BRANDS ON CIGARETTES [ ] [ ] [ ]
OFFICERS [ ] [ ] [ ]

Item 3-APPROVE AMENDMENT TO
CERTIFICATE OF
INCORPORATION TO
INCREASE AUTHORIZED
COMMON STOCK AND
PREFERRED STOCK [ ] [ ] [ ]

Item 4-RATIFY DELOITTE &
TOUCHE LLP AS ---------- Please sign EXACTLY as name appears on
INDEPENDENT | this Proxy. When shares are held by
ACCOUNTANTS [ ] [ ] [ ] | joint tenants, both should sign. When
| signing as attorney, executor,
| administrator, trustee or guardian,
and partnership proxies should be signed
by an authorized person indicating the
person's title.

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

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