LOEWS CORP, DEF 14A, 1998-03-26

LOEWS CORP
DEF 14A, 1998-03-26
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:
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14a-6(e)(2))
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[ ] 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
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: NA
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies: NA
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
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state how it was determined): NA
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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
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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 12, 1998

To the Shareholders:

The Annual Meeting of Shareholders of Loews Corporation (the "Company") will
be held at the Continental Club, 180 Maiden Lane, New York, New York, on
Tuesday, May 12, 1998 at 11:00 A.M. New York City Time, for the following
purposes:

. To elect twelve 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 seven 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 16, 1998 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 26, 1998

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 12, 1998.
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 26, 1998.

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

As of March 16, 1998, 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 twelve 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, 1998 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) ......................... 17,749,348 15.4%
667 Madison Avenue
New York, N.Y. 10021-8087

Preston R. Tisch(1) .......................... 17,749,348 15.4%
667 Madison Avenue
New York, N.Y. 10021-8087

The Equitable Companies Incorporated ......... 5,930,027 5.2%
("Equitable")(2)
1290 Avenue of the Americas
New York, N.Y. 10104
</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, 1997 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 1,815,410 shares, shared voting power
with respect to 3,962,620 shares, sole dispositive power with respect to
5,928,547 shares and shared dispositive power with respect to 1,480 shares. The
report states that it has been filed jointly on behalf of AXA-UAP, and four
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, 1998, 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) *
Paul J. Fribourg 6,000 (5) *
Bernard Myerson 31,500 (6) *
Edward J. Noha 1,500 (7) *
Gloria R. Scott 0
Andrew H. Tisch 2,000 (8) *
James S. Tisch 80,000 (9) *
Jonathan M. Tisch 255,020(10) *
Laurence A. Tisch 17,749,348 15.4%
Preston R. Tisch 17,749,348 15.4%
All executive officers and directors as a group 36,037,976 31.3%
(22 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) These shares are owned by an affiliate of Continental Grain Company
("Continental Grain"). Mr. Fribourg may be deemed to share beneficial ownership
of these shares by virtue of his position as an executive officer of Continental
Grain. However, Mr. Fribourg disclaims any such beneficial interest.

(6) In addition, Mr. Myerson's wife owns 2,500 shares of Common Stock as to
which Mr. Myerson disclaims any beneficial interest.

(7) In addition, Mr. Noha owns beneficially 450 shares of CNA common stock.

(8) In addition, 380 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.

(9) 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.

(10) 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 twelve. Accordingly,
action will be taken at the meeting to elect a Board of twelve 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, 85 - 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, 71 - President Emeritus since 1992 and, prior thereto,
President of New York University. Mr. Brademas is also a director of Scholastic,
Inc., Texaco Inc. and Kos Pharmaceuticals, Inc. Mr. Brademas has been a director
of the Company since 1982 and is a member of the Incentive Compensation
Committee.

Dennis H. Chookaszian, 54 - 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.

Paul J. Fribourg, 44 - Chairman of the Board of Directors and Chief Executive
Officer of Continental Grain (international agribusiness and financial services)
since April 1997. Prior thereto Mr. Fribourg was President, from 1994 to 1997,
and Executive Vice President of Continental Grain. Mr. Fribourg also serves as
a director of ContiFinancial Corporation, and has been a director of the Company
since 1997.

Bernard Myerson, 80 - 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, 70 - 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, 59 - 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, 48 - Chairman of the Management Committee since 1995. Prior
thereto he had been Chairman of the Board and Chief Executive Officer of
Lorillard, Inc. 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, 45 - 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 50.3% 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, 44 - 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, 75 - 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, 71 - 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 1997 there were eight meetings of the Board of Directors and one
meeting 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 $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,
1997, for services in all capacities to the Company and its subsidiaries.

SUMMARY COMPENSATION TABLE

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>
L.A. Tisch 1997 $ 990,046 $1,125,000 $60,210 (4)
Co-Chairman of the 1996 997,796 830,000 46,652
Board and Co-Chief 1995 861,758 60,072
Executive Officer (3)
<C>
P.R. Tisch 1997 987,046 $447,369 (5) 1,125,000 60,210 (4)
Co-Chairman of the 1996 994,796 413,886 830,000 46,652
Board and Co-Chief 1995 1,770,335 398,493 60,072
Executive Officer

J.S. Tisch 1997 940,142 32,275 (6)
President and Chief 1996 873,046 31,316
Operating Officer 1995 806,190 30,803

A.H. Tisch 1997 940,142 7,905 (8)
Chairman of the Management 1996 873,046 6,739
Committee(7) 1995 806,260 6,194

J.M. Tisch 1997 940,142 6,272 (8)
President and Chief 1996 873,046 5,314
Executive Officer of 1995 806,176 4,798
Loews Hotels

(1) Salary includes payments to the named individual based on benefit choices
under the Company's flexible benefits plan.

(2) Represents payout under the Company's Incentive Compensation Plan for
Executive Officers (the "Incentive Compensation Plan") based upon awards in
1996. Under the Incentive Compensation Plan, three single year awards were
granted to each of L.A. Tisch and P.R. Tisch. Each award represents a designated
percentage of the Company's consolidated after tax net income, exclusive of
realized investment gains and losses, for designated performance periods.

(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
(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 $34,210, $20,652 and $34,072 for 1997, 1996 and 1995,
respectively. Also includes for each individual director's fees paid by CNA
amounting to $26,000 for each of 1997, 1996 and 1995.

(5) Represents the incremental cost of personal benefits provided by the
Company, including $400,000, $370,000 and $345,000, respectively, for 1997, 1996
and 1995 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
$6,275, $5,316 and $4,803 for 1997, 1996 and 1995, respectively. Also includes
director's fees paid by CNA amounting to $26,000 for each of 1997, 1996 and
1995.

(7) Mr. A.H. Tisch served as Chairman of the Board and Chief Executive
Officer of Lorillard, Inc. 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") which expire on
December 31, 1998. Each agreement provides for a basic salary for each of Mr.
L.A. Tisch and Mr. P.R. Tisch of $975,000 per annum, subject to such increases
as the Board of Directors may from time to time determine in its sole
discretion. The Employment Agreements also provide each of the Messrs. Tisch the
right to participate in the Incentive Compensation Plan.

The Employment Agreements 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. The Company's Retirement
Plan requires that pension payments commence in the year following the year in
which a participant attains age 70 1/2. Messrs. L.A. Tisch and P.R. Tisch are
currently receiving pension payments under the Retirement Plan and supplemental
retirement benefits under their Employment Agreements.

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 have been reduced as a result of
retirement benefits actually paid to him under retirement plans of CBS.
Additionally, retirement benefits payable to Mr. P.R. Tisch

have been adjusted to account for retirement benefits paid to him when he
retired from the Company to serve as Postmaster General of the United States.

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.

Effective January 1, 1998, the Retirement Plan was converted to a cash balance
plan. A cash balance plan is a form of non-contributory, defined benefit pension
plan in which the value of each participant's benefit is expressed as a nominal
cash balance account established in the name of such participant. The cash
balance in each account is increased annually based on a specified percentage of
annual earnings (based on the participant's age) and a specified interest rate
(which is established annually for all participants). At retirement or
termination of employment, a vested participant is entitled to receive the cash
balance of his or her account in a lump sum or such lump sum can be converted to
a monthly annuity. 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.

Participants with at least five years of service whose combined age and years
of service equaled at least 60 at January 1, 1998 are entitled to a minimum
retirement benefit equal to the benefit they would have earned under the
Retirement Plan before its conversion to a cash balance plan. This minimum
benefit is based upon average final compensation (i.e., the highest average
annual salary during any period of five consecutive years of ten years
immediately preceding retirement) and years of credited service with the
Company. The following table shows estimated annual benefits upon retirement
under the Retirement Plan for various average compensation and credited service,
based upon normal retirement at January 1, 1998 and a straight life annuity form
of pension.

PENSION PLAN TABLE

</TABLE>
<TABLE>
<CAPTION>

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-four, eighteen, twenty, thirty-five and
thirty-five, 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 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 Diversified 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.

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

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 $3,677,000 in the aggregate for the utilization by them of
the services of certain employees and facilities of the Company during 1997.

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.

Continental Grain, of which Paul J. Fribourg, a director of the Company, is a
shareholder, director and executive officer, from time to time purchases marine
cargo and other insurance from insurance subsidiaries of CNA. Annual premiums
for such insurance aggregated approximately $3 million in 1997.

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

STOCK PRICE PERFORMANCE GRAPH

The following graph compares the total annual return of the Company's Common
Stock, the Standard & Poor's 500 Composite Stock Index ("S&P 500 Index") and the
Standard & Poor's Financial Diversified Stock Index ("S&P Financial
Diversified") for the five years ended December 31, 1997. The graph assumes that
the value of the investment in the Company's Common Stock and each Index was
$100 on December 31, 1992 and that all dividends were reinvested.

<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C> <C>
Loews Corporation 100 78.24 73.88 134.64 163.91 186.37
S&P 500 Index 100 110.08 111.53 153.45 188.68 251.63
S&P Financial Diversified 100 119.46 115.18 184.99 238.28 375.64
</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, 1998, subject to ratification by
the shareholders. Deloitte & Touche LLP served as the Company's independent
auditors during 1997. 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 a vote FOR Proposal No. 2.

SHAREHOLDER PROPOSALS

The Company has been advised that seven 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 REPORTING OF
EXECUTIVE COMPENSATION
(Proposal No. 3)

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 recommend that the Board take the
necessary step that Loews specifically identify by name and corporate title
in all future proxy statements those executive officers, not otherwise so
identified, who are contractually entitled to receive in excess of $250,000
annually as a base salary, together with whatever other additional
compensation bonuses and other cash payments were due them.

"REASONS: In support of such proposed Resolution it is clear that the
shareholders have a right to comprehensively evaluate the management in the
manner in which the Corporation is being operated and its resources
utilized. At present only a few of the most senior executive officers are
so identified, and not the many other senior executive officers who should
contribute to the ultimate success of the Corporation. Through such
additional identification the shareholders will then be provided an
opportunity to better evaluate the soundness and efficacy of the overall
management.

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

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

The disclosure of executive compensation has been required by the rules of the
Securities and Exchange Commission for many years. In accordance with these
rules, this Proxy Statement includes detailed information regarding the
compensation of the five highest paid executive officers of the Company. This
proposal seeks to impose on the Company a unique, overly broad disclosure
obligation to which, to the best knowledge of the Company, no other public
company is subject. The Board believes that a public rule-making proceeding
before the Securities and Exchange Commission is the appropriate forum for the
consideration of proposals such as this. Accordingly, the Board recommends a
vote against this proposal.

SHAREHOLDER PROPOSAL RELATING TO CIGARETTE USE BY
PREGNANT WOMEN
(Proposal No. 4)

The Minnesota State Board of Investment, Suite 105, MEA Building, 55 Sherburne
Avenue, St. Paul, MN 55155, beneficial owner of 78,900 shares of Common Stock,
and Mercy Health Services, 34605 Twelve Mile Road, Framington Hills, MI 48331, a
beneficial owner of 1,800 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 Geoffrey C. Bible, Chairman and CEO of Philip Morris Companies, said
at its annual meeting, April 27, 1995, 'It would be sensible for mothers who
are pregnant not to smoke,' and 'I think it would be sensible for pregnant
women not to smoke':

"In making these declarations, Bible explicitly acknowledged the harm that
cigarettes cause the fetus when he indicated his comments paralleled the
Surgeon General's Warning: 'Smoking by Pregnant Women May Result in Fetal
Injury, Premature Birth, and Low Birth Weight';

"A recent analysis of the harm to fetuses and to newborns caused by cigarettes
indicates that cigarettes cause up to 141,000 abortions, 61,000 cases of low
birth weight, 4,800 perinatal deaths, and 2,200 deaths from Sudden Infant
Death Syndrome [SIDS] each year in this country;

"Smoking kills at least 100 times as many babies every year as 'partial-birth
abortions';

"A 1996 Emory University study showed that pregnant women smokers are 50
percent more likely to have mentally retarded children; those smoking a pack a
day were 85 percent more likely to give birth to a retarded child;

"A report in the British Medical Journal [1996], encompassing more than
350,000 births over a two-year period, found that exposure to tobacco smoke is
a much bigger risk factor for SIDS than was previously suspected. Keeping
newborns away from tobacco smoke should reduce the death rate from SIDS by
nearly two-thirds;

"Cigarettes impair fertility and reduce a woman's capacity to nurse;

"In issuing the recall of 8 billion cigarettes in May 1995 because of
suspected contamination, Philip Morris expressed particular concern that
pregnant women avoid the undesired toxin it had identified in its cigarette
filters; and

"Concerned about protecting the unborn from harm, the manufacturer of
Accutane, another product known to be toxic to the fetus, conducted an
extensive educational campaign designed to inform both physicians and
potential consumers about the importance of women not using Accutane if they
are or might become pregnant;

"RESOLVED: Shareholders request management to prepare a report on the
steps that Loews will take [beyond present periodic inclusion of warnings on
cigarette packages] to warn women of child-bearing age of the harm caused by
their tobacco use both before and after birth to infants. The report should be
produced at reasonable expense and be provided to requesting shareholders by
no later than January 1, 1999.

"SUPPORTING STATEMENT: Study after study shows that the cigarette is a
major cause of fetal and neonatal harm. Cigarettes continue to cause serious
injury in pregnancy and in the neonatal period despite a warning on cigarette
packs and in some advertising. If you believe Loews should explore ways it can
reduce the harm its products cause to infants, please vote YES."

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

Lorillard Tobacco Company ("Lorillard") believes that the potential health
risks associated with cigarette smoking generally, as well as those risks
associated with pregnancy and smoking have been widely publicized for many
years. A clear warning notice specifically directed at the risks associated

with pregnancy has been included as one of the four rotating warnings required
by federal law on cigarette packages and advertising since 1985. Lorillard
strictly complies with this federal requirement and believes that any additional
warning notices should be established as the result of federal legislation.
Accordingly, the Board of Directors recommends a vote against this proposal.

SHAREHOLDER PROPOSAL RELATING TO
EXECUTIVE COMPENSATION AND TEEN SMOKING
(Proposal No. 5)

The Sisters of Charity of the Incarnate Word, 6510 Lawndale, Houston, TX
77223-0969, owner of 100 shares of Common Stock, and Christian Brothers
Investment Services, Inc., 675 Third Avenue, New York, New York 10017-5704,
owner of 50,900 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 our Company's executives consistently have stated they adamantly
oppose smoking by minors at the same time they have been accused of presiding
over marketing tactics in the United States and in other countries which have
been shown to influence young people to smoke our brands.

"In exchange for protections from some types of lawsuits and punitive
damages, many of these same corporate executives have supported decisions that
include payment of fines if smoking by teenagers does not drop drastically by
specific dates. Under the penalty section of the proposed 'settlement' smoking
by people 18 or younger must fall 30% within five years, 50% within seven
years and 60% within ten years. For each percentage point representing failure
to meet these targets, tobacco companies will be required as a group to pay an
$80 million fine, up to a maximum of $2 billion annually.

"Companies may receive a rebate of 75 percent of any fine if they
demonstrate having made good-faith efforts to reduce youth smoking, we believe
this position is compromised by the fact that management has thus far refused
to support shareholder requests for independent studies to demonstrate that
our company's marketing approaches are not violating the industry's Code of
Conduct not to market to young people.

"In discussions related to post-'settlement' negotiations, it has been
reported that the Clinton Administration has decided to insist on even tougher
penalties on tobacco companies (which will affect shareholder value in these
companies) if smoking by teenagers does not drop by specific targets over the
next decade.

"Since it has been shown that the majority of those addicted to the
nicotine in cigarettes began smoking as minors, such an agreement could, in
the long term, have serious implications on future domestic sales of our
tobacco products. Also, such fines may adversely affect dividends, yet
seemingly will not negatively affect executive compensation.

"We believe any 'settlement' costs must be born not only by shareholders
but that management must accept responsibility to make sure shareholder value
is not adversely affect by its decisions.

"We also believe financial and social criteria both should be balanced and
considered in fixing compensation packages for top officers, especially when
their decisions may adversely affect shareholder value, as could happen in a
case like this.

"RESOLVED: shareholders request the Board to create a formula linking
future executive compensation packages with compliance with federally-mandated
decreases in teen smoking in a

way that penalizes these executives when the company is not found in compliance
with the goals determined and rewards them for meeting these goals.

"SUPPORTING STATEMENT: If you agree that all parties should bear the cost of
any penalties incurred by our Company's possible future non-compliance in
reducing teen smoking, including the executives who agree to and must oversee
implementation of plans geared to insure such reductions, please vote 'yes'
for this resolution."

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

The proposed resolution ("Proposed Resolution") of tobacco issues reached in
the Memorandum of Understanding entered into between Lorillard and other
companies in the United States tobacco industry, and a group of state attorneys
general and others, on June 20, 1997, provides for a comprehensive framework to
resolve many of the regulatory and other issues affecting the United States
tobacco industry. This comprehensive framework includes substantial incentives
for tobacco companies and their executives to work toward the reduction of
smoking by people under the age of 18.

In addition to the severe penalties that may be imposed upon Lorillard and
other tobacco companies if youth smoking does not decline by specified
percentages within defined timetables, the Proposed Resolution requires
specific, on-going and verifiable changes in corporate culture. These include
the establishment of corporate policies and programs to ensure full compliance
with both the letter and the spirit of the Proposed Resolution, including its
goal of preventing underage tobacco use. Lorillard and other cigarette
manufacturers would be subject to fines and penalties for breaching their
obligations concerning the development, implementation and enforcement of these
corporate principles and compliance plans.

Lorillard believes that the carefully balanced system of penalties and
incentives already provided by the Proposed Resolution is the best way possible
to assure a substantial and meaningful reduction in youth smoking and that
additional penalties directed specifically to executive compensation are
inappropriate. Accordingly, the Board of Directors recommends a vote against
this proposal.

SHAREHOLDER PROPOSAL RELATING TO INDEPENDENT DIRECTORS
(Proposal No. 6)

The Sisters of Charity of the Incarnate Word Retirement Trust, 2600 North Loop
West, Houston, TX 77092, owner of 8,900 shares of Common Stock, and Immaculate
Heart Missions, Inc., 4651 North 25th Street, Arlington, VA 2207, owner of 2,700
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:

"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 1998
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 including last year at
Loews where a 22% vote supported this request.

"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.
The Loews Board has not promoted new, imaginative approaches on tobacco, an
issue that is of central importance to the financial future of this company.
We believe a truly independent board will better protect shareholder
interests on the controversial questions of litigation 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. 6

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, six
of the members of the Board are not employed by the Company, and four 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.

SHAREHOLDER PROPOSAL RELATING TO CONFIDENTIAL VOTING
(Proposal No. 7)

The International Brotherhood of Teamsters, on behalf of the Teamsters
Affiliates Pension Fund, 25 Louisiana Avenue, NW, Washington, D.C. 20001, owner
of 18,400 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: That the shareholders of the Corporation request that the board
of directors adopt and implement a policy requiring all proxies, ballots and
voting tabulations that identify how shareholders voted be kept confidential,
except when disclosure is mandated by law, such disclosure is expressly
requested by a shareholder or during a contested election for the board of
directors, and that the tabulators and inspectors of election be independent
and not the employees of the Corporation.

"SUPPORTING STATEMENT: The confidential ballot is fundamental to the
American political system. This principle ensures that votes are not subjected
to actual or perceived coercive pressures. We believe that voting fairly
reflects a voter's conviction when the process remains confidential from all
those affected by the results. It is time to apply this fundamental principle
to Loews.

"Many excellent companies, such as Coca-Cola Co., Dow Chemical, Georgia-
Pacific Corp., Gillette, Kimberly Clark, Louisiana Pacific, and Quaker Oats,
use confidential voting. Anheuser-Busch, Consolidated Freightways, PNC Bank,
and Pepsico, have each adopted this policy following proposals from Teamster
affiliated investors.

"One of shareholders prerogatives is the ability to register votes without
fear of management reprisal. For employee shareholders this is especially
important. Employee shareholders, including top managers, may have particular
perspective on the company's problems, yet they may also have the most reason
to fear reprisals.

"Adopting this policy may be one small step in restoring much needed
shareholder confidence. Loews' performance, over the past five years, has
earned it a place on the Council of Institutional Investors focus list.

"We believe that confidential voting is one of the most basic reforms
needed in the proxy voting system and that the system must be free of the
possibility of pressure and the appearance of retaliation.

"For all of the above reasons we urge you to vote FOR this proposal."

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

The tabulators and inspectors of election for shareholder meetings are
employees of ChaseMellon Shareholder Services, LLC, the transfer agent and
registrar for the Common Stock, and are not employees of the Company.
Establishment of an unnecessary confidential voting procedure could make more
difficult the proxy soliciting process now performed by the Company's employees,
which could require the Company to incur the added expense of hiring a
professional proxy solicitor. The Board believes that the present system of
proxy voting, which has served the Company and its shareholders admirably for
many years, is not in need of change, and, accordingly, the Board of Directors
recommends a vote against this proposal.

SHAREHOLDER PROPOSAL RELATING TO A NOMINATING COMMITTEE
(Proposal No. 8)

The Kentucky State District Council of Carpenters, 632 Comanche Trail,
Frankfort, KY 40601, owner of approximately 2,000 shares of Common Stock, have
notified the Company in writing that it intends to present the following
resolution at the Annual Meeting for action for the shareholders:

"RESOLVED: The shareholders of Loews Corporation ("Company") urge the
Company's board of directors to take the necessary steps to amend the
Company's by-laws to establish a Nominating Committee ("Committee") of the
board of directors to be composed exclusively 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 and
endowments from the Company;

"is not a relative of a member of the management of the Company; and

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

"The Committee's responsibilities shall include establishing procedures for
the nomination process, the development of board nominee criteria, and the
recommendation of candidates for the board. The procedures and criteria
developed shall be described in the Company's proxy statement covering the
election of nominees.

"SUPPORTING STATEMENT: This proposal is intended to help strengthen the
process by which nominees for the board of directors of the Company are
selected. We believe that this will in turn strengthen the board of directors
and enhance Company performance over the long term. A Nominating Committee
composed entirely of independent directors will identify qualified board
nominees according to published procedures and criteria which will help to
minimize unrecognized biases or preferences that informal processes may allow.

"At present, the Company's board of directors does not maintain a
nominating committee. The absence of such a committee is inexcusable. The
Company's present informal process for determining board candidates is not
appropriate. A formal nominating committee with established procedures and
defined candidate criteria must be a central component of the Company's
corporate governance system. It is a principle responsibility of the board to
direct, monitor and evaluate the Company's senior management. For this reason,
we believe it is best if senior executives not play a direct role in the
process of bringing new nominees onto the board. We believe that the creation
of a Nominating Committee of the board composed entirely of independent
directors is in the best interests of all the shareholders."

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

The Board of Directors continues to believe, as it did in 1981 when a proposal
to establish a nominating committee was rejected by over 98% of the votes cast,
that a nominating committee is not necessary. The Board believes that
arbitrarily excluding from the nominating process members of the Board who serve
in management of the Company would serve no useful purpose. Accordingly, the
Board of Directors recommends a vote against this proposal.

SHAREHOLDER PROPOSAL RELATING TO CIGARETTE FILTERS
(Proposal No. 9)

Gregory N. Connolly, 399 Common Street, Belmont, Massachusetts 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 for the
shareholders:

"WHEREAS: A recent study conducted at the Roswell Park Cancer Institute
found that fibers discharged from cigarette filters become embedded in the
lungs of cigarette smokers and that these filters may cause chronic irritation
to the lungs, possibly contributing to smoking related diseases.

"WHEREAS: Our company used asbestos in the 1950's in its manufacture of
the Kent micronite filter cigarette, and whereas our company and the
manufacturer of the filter was sued in California court for allegedly causing
lung cancer in a smoker of the Kent micronite filtered cigarettes. The court
awarded the smoker $2 million dollars for damages against our company and the
filter manufacturer.

"WHEREAS: The jury awarded the smoker $700,000 dollars in punitive damages
and on appeal the court affirmed the verdict and concluded that 'substantial
evidence supports the punitive damage award against Lorillard'. It said that
the evidence, 'sufficient to show that in the 1950's P. Lorillard knew or
should have known that smoking asbestos-containing filter cigarettes could
result in irreversible and fatal asbestos-related illness'.

"WHEREAS: Our company could be subject to lawsuits in the future if it is
found that fibers are discharged from our filters and cause physical harm to
smokers.

"BE IT RESOLVED: That shareholders request the Board of Directors to
establish an independent research committee on cigarette filters to determine
if the fibers are discharged and ingested into the lungs of smokers, and based
on appropriate toxicological testing determine if these fibers cause adverse
health effects to the lungs of smokers. The committee shall update its funding
and recommendations to the shareholders prior to the 1999 annual meeting.

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

Lorillard believes that the suggestion that cigarette filter fibers are
released and inhaled by smokers is based on an unproven hypothesis that is not
borne out by scientific evidence. Numerous studies reviewed by Lorillard have
established that fibers from today's cigarette filters are too large to be
inhaled and deposited in a human lung. The authors of the study cited by the
proponent did not provide conclusive evidence that the single fiber they found
in fact came from the material in a cigarette filter. Lorillard therefore
believes it unnecessary to establish "an independent research committee on
cigarette filters."

Further, the lawsuits that have been brought against Lorillard that allege
injury from the original Kent filter concern a product that was on the market
for only four years, over forty years ago and which never had more than one
percent of the market. Analysis of the smoke from the original Kent

cigarettes demonstrated the absence of asbestos, or levels of asbestos below
that which is present in the ambient air. Lorillard has successfully defended
eight of the ten cases brought to trial in which plaintiffs have alleged injury
from smoking original Kent cigarettes. 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 1999 Annual Meeting

Shareholder proposals for the 1999 Annual Meeting must be received by the
Company at its principal executive offices not later than November 27, 1998 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 26, 1998

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 Continental Club, 180 Maiden Lane, New York,
New York, on May 12, 1998, 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, 7, 8 and 9.

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

The Board of Directors recommends a vote The Board of Directors recommends a vote AGAINST Please mark
FOR Items 1 and 2 Items 3, 4, 5, 6, 7, 8 and 9 your votes
like this [ X ]

<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-
P.J. Fribourg, EXECUTIVE EXECUTIVE
B. Myerson, COMPENSATION COMPENSATION
E.J. Noha, [ ] [ ] AND TEEN
G.R. Scott, ITEM 4-SHAREHOLDER [ ] [ ] [ ] SMOKING
A.H. Tisch, PROPOSAL-
J.S. Tisch, CIGARETTE ITEM 6-SHAREHOLDER [ ] [ ] [ ]
J.M. Tisch, USE BY PROPOSAL-
L.A. Tisch, PREGNANT INDEPENDENT
and P.R. Tisch. WOMEN DIRECTORS

WITHHELD FOR: (Write that Nominee's name ITEM 7-SHAREHOLDER [ ] [ ] [ ]
in the space provided below.) PROPOSAL-
CONFIDENTIAL
VOTING
- -------------------------------------------
ITEM 2-RATIFY DELOITTE FOR AGAINST ABSTAIN ITEM 8-SHAREHOLDER [ ] [ ] [ ]
& TOUCHE LLP AS PROPOSAL-
INDEPENDENT [ ] [ ] [ ] NOMINATING
ACCOUNTANTS COMMITTEE

ITEM 9-SHAREHOLDER [ ] [ ] [ ]
PROPOSAL-
CIGARETTE
FILTERS

Signature(s) Date
-------------------------------------------------------------- ---------------------------------------------
</TABLE>