LOEWS CORP, DEF 14A, 1997-03-27

LOEWS CORP
DEF 14A, 1997-03-27
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
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Loews Corporation
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[LOGO]

LOEWS
CORPORATION

667 Madison Avenue
New York, New York 10021-8087

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 13, 1997

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 13, 1997 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 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 17, 1997 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 27, 1997

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 13, 1997.
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 27, 1997.

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

As of March 17, 1997, the record date for determination of shareholders
entitled to notice of and to vote at the meeting, there were 115,000,000 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 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 28, 1997 and each such person has sole voting and investment
power with respect to the shares set forth.

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

<S> <C> <C>
Laurence A. Tisch(1) .......................... 18,059,998 15.7%
667 Madison Avenue
New York, N.Y. 10021-8087

Preston R. Tisch(1) ........................... 18,059,998 15.7%
667 Madison Avenue
New York, N.Y. 10021-8087

The Equitable Companies Incorporated ......... 6,813,512 5.9%
("Equitable")(2)
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 and are brothers. James S. Tisch,
President and Chief Operating Officer and a director of the Company, and Andrew
H. Tisch, Chairman of the Management Committee and a director of the Company,
are sons of Mr. L.A. Tisch. Jonathan M. Tisch, President and Chief Executive
Officer of Loews Hotels and director of the Company, is the son of Mr. P.R.
Tisch.

(2) This information is as of December 31, 1996 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 6,383,480 shares, shared voting power
with respect to 258,290 shares, and sole dispositive power with respect to
6,775,512 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 28, 1997, based on data
furnished by them.

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

<S> <C> <C>
Charles B. Benenson 155,550(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 18,059,998 15.7%
Preston R. Tisch 18,059,998 15.7%
All executive officers and directors as a group 36,654,076 31.9%
(21 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 20,000 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, 84 - 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, 70 - 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, 53 - 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. Mr. Chookaszian is a director of CNA and Mercury Finance Company. He
has been a director of the Company since 1995.

Bernard Myerson, 79 - 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, 69 - 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 Wheelabrator Technologies Inc. He has
been a director of the Company since 1975.

Gloria R. Scott, 58 - 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, 47 - Chairman of the Management Committee since 1995. Prior
thereto he had been Chairman of the Board and Chief Executive Officer of
Lorillard, Inc. ("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, 44 - 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, Diamond Offshore Drilling, Inc., a 51% owned subsidiary of the
Company, and Vail Resorts, Inc. Mr. Tisch has been

a director of the Company since 1986 and is a member of the Finance Committee
and the Management Committee.

Jonathan M. Tisch, 43 - 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, 74 - 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. 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 Executive and Finance Committees.

Preston R. Tisch, 70 - 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, an Incentive Compensation Committee and an Executive Committee. The
Company has no nominating committee or compensation committee.

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 1996 there were seven meetings of the Board of Directors and two
meetings of the Audit Review Committee. Each director of the Company, with the
exception of Mr. Brademas, 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 $1,000 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,
1996, for services in all capacities to the Company and its subsidiaries.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

Annual Compensation
------------------------------------------
Long-Term
Name and Other Annual Compensation All Other
Principal Position Year Salary (1) Compensation Payouts (2) Compensation
------------------ ---- ---------- ------------ ------------ ------------

<S> <C> <C> <C> <C> <C>
L. A. Tisch 1996 $ 997,796 $830,000 $46,652(4)
Co-Chairman of the 1995 861,758 60,072
Board and Co-Chief 1994 601,660 47,929
Executive Officer (3)

P. R. Tisch 1996 994,796 $413,886(5) 830,000 46,652(4)
Co-Chairman of the 1995 1,770,335 398,493 60,072
Board and Co-Chief 1994 1,555,448 381,163 47,929
Executive Officer

J. S. Tisch 1996 873,046 31,316(6)
President and Chief 1995 806,190 30,803
Operating Officer 1994 697,443 29,622

A. H. Tisch 1996 873,046 6,739(8)
Chairman of the Management 1995 806,260 6,194
Committee (7) 1994 696,500 4,825

J. M. Tisch 1996 873,046 5,314(8)
President and Chief 1995 806,176 4,798
Executive Officer of 1994 696,432 3,622
Loews Hotels
</TABLE>

(1) Salary includes payments to the named individual based on benefit choices
under the Company's flexible benefits plan. For information with respect to
awards granted in 1996 under the Company's Incentive Compensation Plan for
Executive Officers (the "Incentive Compensation Plan"), see "Long-Term Incentive
Plan-Awards in 1996," below.

(2) Represents payout under the Incentive Compensation Plan.

(3) 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 Electric Corporation 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 and
salary and bonus aggregating $1,986,630 for 1994 (a portion of which was
deferred). In addition, in connection with the Merger, he received $1,171,190 in
1995 representing payment of previously deferred compensation and $11,601,958 in
settlement of rights held by him under the CBS Stock Rights Plan.

(4) Includes for each individual the annual contribution under the Company's
Employees Savings Plan and related allocation under the Benefit Equalization
Plan aggregating $20,652, $34,072, and $21,929 for 1996, 1995 and 1994,
respectively. Also includes for each individual director's fees paid by CNA
amounting to $26,000 for each of 1996, 1995 and 1994.

(5) Represents the incremental cost of personal benefits provided by the
Company, including $370,000, $345,000, and $325,000, respectively, for 1996,
1995 and 1994 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.

(6) Includes the annual contribution under the Company's Employees Savings
Plan and related allocation under the Benefit Equalization Plan aggregating
$5,316, $4,803 and $3,622 for 1996, 1995 and 1994, respectively. Also includes
director's fees paid by CNA amounting to $26,000 for each of 1996, 1995 and
1994.

(7) Mr. A.H. Tisch served as Chairman of the Board and Chief Executive
Officer of Lorillard through May 31, 1995 and has served as Chairman of the
Management Committee since October 17, 1995. Prior to October 17, 1995 he had
been a member of the Management Committee since October 18, 1994.

(8) Represents the annual contribution under the Company's Employees Savings
Plan and related allocation under the Benefit 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 the
Incentive Compensation Plan.

The Employment Agreements also provide 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 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 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 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 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 1997 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
- ------------- ----------------------------------------

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

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-three, seventeen, nineteen, thirty-six and
thirty-four, respectively.

Long-Term Incentive Plan - Awards in 1996

The following table contains information with respect to awards made in 1996
under the Company's Incentive Compensation Plan to the Company's most highly
compensated executive officers:

<TABLE>
<CAPTION>
Estimated Future Payouts -
Name Performance Period (1) Maximum(2)
---- --------------------- --------------------------

<S> <C> <C>
L.A. Tisch 1 year - 1996 $ 830,000
1 year - 1997 1,125,000
1 year - 1998 1,125,000

P.R. Tisch 1 year - 1996 $ 830,000
1 year - 1997 1,125,000
1 year - 1998 1,125,000
</TABLE>

(1) Pursuant to the Incentive Compensation Plan, in 1996 the Incentive
Compensation Committee granted three single year awards (each, an "Award") to
Laurence A. Tisch and Preston R. Tisch for each of the years 1996, 1997 and 1998
(each year being a "Performance Period"). Each Award represents a designated
percentage of the Company's consolidated after-tax net income, exclusive of
realized investment gains and losses ("Net Income") for one or more Performance
Periods. There is no award of units or securities under the Incentive
Compensation Plan.

(2) The Awards granted to each of Laurence A. Tisch and Preston R. Tisch were
as follows: (a) for the 1996 Performance Period: 1/2% of 1996 Net Income; (b)
for the 1997 Performance Period: 1/4% of 1996 Net Income, plus 1/4% of 1997 Net
Income; and (c) for the 1998 Performance Period: 1/6% of 1996 Net Income, plus
1/6% of 1997 Net Income, plus 1/6% of 1998 Net Income. There is no threshold or
minimum level of Net Income or specific performance target with respect to any
Award. The Award for each Performance Period is subject to a maximum amount
which is set out in the foregoing table.

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 and, with respect to the Company's Co-Chief Executive
Officers, incentive compensation under the Company's Incentive Compensation
Plan. 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, except for the
Incentive Compensation 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 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

does not include any 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, in 1996 the Employment Agreements
with the Company's Co-Chief Executive Officers were amended to, among other
things, reduce basic compensation from $1,750,000 per annum to $975,000 per
annum (see "Employment Agreements," above) and the Company adopted the Incentive
Compensation Plan for the purpose of causing the compensation expense associated
with such plan to qualify as performance-based compensation. In accordance with
the Incentive Compensation Plan, in February 1996 the Incentive Compensation
Committee granted each of the Company's Co-Chief Executive Officers awards 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 payment of which is subject to the attainment of
specified performance goals in relation to after-tax net income of the Company,
excluding realized investment gains and losses (see "Long-Term Incentive
Plan-Awards in 1996," above).

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 $3,202,000 in the aggregate for the utilization by them of
the services of certain employees and facilities of the Company during 1996.

A limited partnership, the general partner of which is owned and managed by
Daniel R. Tisch, a son of Laurence A. Tisch, is the investment advisor to a fund
in which a subsidiary of the Company has invested approximately $8 million.

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 Miscellaneous Stock Index ("S&P Financial
Miscellaneous") for the five years ended December 31, 1996. The graph assumes
that the value of the investment in the Company's Common Stock and each Index
was $100 on December 31, 1991 and that all dividends were reinvested.

S & P
Measurement Period Loews S & P 500 Financial
(Fiscal Year Covered) Corporation Index Miscellaneous
--------------------- ----------- ---------- -------------

<S> <C> <C> <C>
Measurement Point - December 31, 1991 $100.00 $100.00 $100.00
Fiscal Year Ended December 31, 1992 110.67 107.62 117.60
Fiscal Year Ended December 31, 1993 86.59 118.46 140.49
Fiscal Year Ended December 31, 1994 81.77 120.03 135.45
Fiscal Year Ended December 31, 1995 149.01 165.13 217.54
Fiscal Year Ended December 31, 1996 181.41 203.05 280.21
</TABLE>

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

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, 1997, subject to ratification by
the shareholders. Deloitte & Touche LLP served as the Company's independent
auditors during 1996. 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.

The Board of Directors recommends that the shareholders vote FOR Proposal No. 2.

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. 3)

John J. Gilbert and Margaret R. Gilbert, 29 East 64th Street, New York, NY
10021-7043, owners 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 strong support along the lines we suggest were shown at
the last annual meeting when 27.3%, 433 [record] owners of 27,456,710
shares, 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, in our opinion, should be 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 cumulative
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 does apply 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. 3.

This is the seventeenth submission since 1960 by the same proponents of this
proposal. Every time it has been soundly 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. 4)

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 shareholders 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 1000 shares; in fact the 1996
proxy statement shows she does not own ANY shares.

"Last year, owners of 3,292,394 shares, representing approximately 3.3% of
shares voting, voted FOR my similar proposal.

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

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

This proposal was overwhelmingly defeated by the shareholders last year. The
Board continues to believe 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. 5)

The New York State Common Retirement Fund, A.E. Smith State Office Building,
Albany, NY 12236, owner of 484,400 shares of Common Stock, the Minnesota State
Board of Investment, Suite 105, MEA Building, 55 Sherburne Avenue, St. Paul, MN
55155, owner of 299,800 shares of Common Stock, and Christian Brothers
Investment Services, Inc., 675 Third Avenue, New York, NY 10017, owner of 32,700
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: According to the Centers for Disease Control 75 percent of current
smokers became addicted to tobacco by age 18;

"Whereas: We believe the marketing of tobacco products through images and
promotional activities with special appeal to youth contributes to the rise
in underage smoking;

"Whereas: We believe the high correlation between tobacco use by young
people and the use of other illegal drugs is a major public health concern;

"Whereas: Every state legislature in the country has taken steps to curb the
sale of tobacco to persons under the age of 18;

"Whereas: Litigation efforts against the tobacco industry to recover public
dollars spent to provide medical assistance for those harmed by the
consequences of smoking are growing;

"Whereas: We believe all of these factors have created a market reaction
that has contributed to the volatility of tobacco stock performance;

"Whereas: We believe company efforts like Philip Morris' legislative
proposal, the Liggett settlement in the Castano case and other initiatives to
adopt distribution and marketing strategies that are more sensitive to the
dangerous effects of youth smoking are evidence of a changing environment and
suggest some progress toward resolution of this matter;

"Whereas: In the near term some institutional investors have devoted
resources to conduct risk analyses and respond to proposed regulation of
pension fund investments in tobacco;

"Whereas: We believe long-term investment strategies must carefully balance
risk and reward. Any decision to divest tobacco equities should be taken only
after extensive monitoring and due diligence. Responsible resolution of the
public health issues underlying the real and perceived market volatility of
the tobacco industry is the most desirable outcome of the current public
debate;

"Whereas: The Food and Drug Administration has promulgated regulations
designed to curb access and appeal of tobacco products to minors; and

"Whereas: Some regulations are in litigation and implementation may be
delayed; therefore,

"BE IT RESOLVED: That the shareholders request the Board of Directors to
take effective steps to voluntarily implement the Food and Drug
Administration's regulations to curb teen smoking.

"PROPONENT'S STATEMENT IN SUPPORT OF THE RESOLUTION. Growing concern
about the public health impact of smoking has resulted in a market situation
whereby non-economic factors are contributing to economic uncertainty in
companies that manufacture and market tobacco products. Investors are
especially uneasy about the fact that companies are realizing profits
generated from tobacco sales to minors. We are concerned that failure to
resolve these factors will result in protracted litigation, legislatively
imposed solutions and adverse public relations consequences -- all of which
will negatively impact the long-term profitability of tobacco companies."

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

Lorillard and other cigarette manufacturers have opposed smoking by children
and underage adults for over thirty years. In an effort to deal with this and
other matters, the cigarette industry has adopted a voluntary code, to which
Lorillard has always fully subscribed, containing a variety of provisions
designed to discourage youth smoking. They include prohibitions on advertising
and promoting cigarettes in college publications, the use of testimonials by
sports figures and celebrities, and a variety of restrictions strictly limiting
the distribution of product samples. In addition, industry supported programs
have been established to assist retailers in enforcement of laws adopted in
every state and the District of Columbia which make it illegal to sell tobacco
products to minors. Lorillard strongly believes that only tough and consistent
enforcement of these existing laws, rather than the pervasive advertising bans
and marketing restrictions required by the Food and Drug Administration, will
limit youth access to cigarettes and effectively reduce smoking by children.
Accordingly, the Board of Directors recommends a vote against this proposal.

SHAREHOLDER PROPOSAL TO ELIMINATE BENZO(A)PYRENE
FROM CIGARETTE SMOKE
(Proposal No. 6)

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: For decades, scientists have demonstrated that cigarettes are
causally linked to various forms of cancer, especially cancer of the lung.

"On October 18, 1996 the journal Science reported that a team of researchers
from the prestigious M.D. Anderson Cancer Center at the University of Texas
in Houston and the Beckman Research Institute of the City of Hope in Duarte,
California had found a molecular mechanism that precisely indicates how
benzo(a)pyrene (BaP), a known carcinogen in cigarette smoke, can cause lung
cancer.

"According to Dr. John Minna, a scientist at the University of Texas
Southwestern Medical Center, the finding reported in Science 'absolutely
pinpoints that mutations in lung cancer are caused by a carcinogen in
cigarette smoke.'

"A number of informed observers regarded the study as taking away any
remaining shred of pretense from tobacco company arguments that it is not yet
proven that cigarette smoke is a cause of lung cancer.

"The price of tobacco stocks fell when Wall Street got news of this study.

"RESOLVED: Shareholders request that the Board of Directors take immediate
steps to modify all cigarettes our Company sells so that the smoke from these
products no longer contains benzo(a)pyrene (BaP) unless Company scientists
can prove conclusively that BaP does not cause cancer in human beings.

"Supporting Statement. The potential cancer-causing toxicity of BaP in
cigarette smoke has been a concern of medical and public health officials
since the 1950s. Recent studies emphasize the need for action. This proposal
is justified not just from fear of more litigation but because eliminating
BaP from the smoke of our Company's cigarettes is, simply, the right thing to
do.

"If you agree that our Company should not knowingly market any product which
demonstrably undermines the health of and/or kills any customers who use it
please vote 'yes' for this proposal."

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

Lorillard has, of course, noted with interest the study regarding
benzo(a)pyrene reported in an article in the October 18, 1996 issue of Science.
In the opinion of Lorillard scientists, the study, which did not involve human
subjects, does not establish a causal link or mechanism by which cigarette smoke
may be involved in cancer causation. Moreover, the proponent fails to note that
benzo(a)pyrene is ubiquitous in our environment, present in both food and air.
This chemical is formed wherever common combustion takes place. Nevertheless,
Lorillard believes that the observation in the article warrants continued
investigation. To this end, Lorillard and other cigarette manufacturers have
sponsored, and will continue to sponsor, research in this area. Accordingly, the
Board of Directors recommends a vote against this proposal.

SHAREHOLDER PROPOSAL RELATING TO INDEPENDENT DIRECTORS
(Proposal No. 7)

The Sisters of Charity of the Incarnate Word Retirement Trust, 2600 North Loop
West, Houston, TX 77092, owner of 17,400 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:

"RESOLVED: The shareholders of Loews urge the Company's Board of Directors
to take the steps necessary to amend the Company's By-Laws, after the 1997
annual meeting, to provide that the Board of Directors shall consist of a
majority of independent directors. For these purposes, the definition of
independent director shall mean a director who:

has not been employed by the Company or an affiliate in an executive capacity
within the last five years;

was not, and is not a member of a corporation or firm that is one of the
Company's paid advisers or consultants;

is not employed by a customer, supplier or provider of professional services
to the Company;

has no personal services contract with the Company;

is not employed by a foundation or university that receives grants or
endowments from the Company;

is not a relative of anyone in the management of the Company;

is not an officer of a company on which the Company's Chairman or Chief
Executive Officer is also a board member.

"SUPPORTING STATEMENT: A Board of Directors must formulate corporate
policies and monitor the activities of management in implementing those
policies. Given the critical importance of these functions, we believe that
it is in the best interest of all stockholders that a majority of board
members be independent. The purpose of this proposal is to incorporate
within the Board of Directors a basic standard of independence that we
believe will permit clear and objective decision making in the best long term
interests of shareholders. This proposal is prompted by our belief that the
employment, business, and family relationships of any corporate director has
the potential to raise conflicts of interest that may limit the vigilance
and diligence of the board.

"Proposals similar to this have been championed by a number of prominent
institutional investors including the Florida Retirement System and the
California Public Employees Retirement System, other city and state pension
funds, and many other institutional investors supporting responsible
corporate governance practices. As a result, this proposal for governance
reform has often received large votes by shareholders.

"In addition, many investors concerned about health issues related to Loew's
tobacco business and our potential legal liabilities feel our Board has taken
a defensive position and given inadequate creative leadership to this issue.
We believe a truly independent board will better protect shareholder
interests on the controversial questions of litigation, as well as many other
issues related to our tobacco business.

"The definition of 'independent director' established in this proposal
provides clear guidance in determining whether or not a given director is
independent for purposes of determining the composition of the board.
Adoption of this proposal would assure that the Company has the governance
structures necessary to achieve its goals profitably and responsibly."

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

Individuals are selected for nomination to serve as directors of the Company
based on their experience, competence and integrity. The Board believes that a
proposal such as this one, which would establish an unduly rigid and restrictive
requirement to be met by a majority of the Board of Directors, is not in the
best interests of the Company and its shareholders. At the same time, the Board
recognizes the benefits of having independent, non-management Board members, as
well as management directors, serving on the Board of Directors. At present,
five of the members of the Board are not employed by the Company, and three have
never been employed by the Company. Moreover, the Audit Review Committee and the
Incentive Compensation Committee of the Board of Directors each consist entirely
of non-management directors. 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 1998 Annual Meeting

Shareholder proposals for the 1998 Annual Meeting must be received by the
Company at its principal executive offices not later than November 28, 1997 in
order to be included in the Company's proxy materials. 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 27, 1997

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 Ricker Auditorium (second floor), 180 Maiden Lane, New York, New
York, on May 13, 1997, 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" PROPOSAL 2, AND "AGAINST" PROPOSALS 3, 4, 5, 6
and 7.

THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
<TABLE>
<CAPTION>

Please mark [ X ]
your votes
like this
<S> <C> <C>
Item 1-ELECTION OF DIRECTORS WITHHELD
Nominees: C.B. Benenson, FOR FOR ALL FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
J. Brademas, ITEM 3-SHAREHOLDERS [ ] [ ] [ ] ITEM 5-SHAREHOLDER [ ] [ ] [ ]
D.H. Chookaszian, PROPOSAL PROPOSAL
B. Myerson, CONCERNING CONCERNING
E.J. Noha, [ ] [ ] CUMULATIVE SMOKING
G.R. Scott, VOTING BY YOUTH
A.H. Tisch,
J.S. Tisch,
J.M. Tisch,
L.A. Tisch,
and P.R. Tisch ITEM 6-SHAREHOLDER [ ] [ ] [ ]
PROPOSAL
WITHHELD FOR: (Write that TO ELIMINATE
Nominee's name in the space BENZO(A)-
provided below.) PYRENE FROM
CIGARETTE
- ------------------------------------------- SMOKE

Item 2-RATIFY FOR AGAINST ABSTAIN ITEM 4-SHAREHOLDER [ ] [ ] [ ] ITEM 7-SHAREHOLDER [ ] [ ] [ ]
DELOITTE & PROPOSAL PROPOSAL
TOUCHE LLP AS [ ] [ ] [ ] CONCERNING CONCERNING
INDEPENDENT DIRECTOR INDEPENDENT
ACCOUNTANTS STOCK DIRECTORS
OWNERSHIP

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

</TABLE>