Exhibit 10.34

                             AMENDMENT NO. 2 TO
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                       SUPPLEMENTAL RETIREMENT AGREEMENT
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  This AMENDMENT NO. 2 TO SUPPLEMENTAL RETIREMENT AGREEMENT made as of the
first day of January, 2004 between LOEWS CORPORATION (the "Company") and JAMES
S. TISCH (the "Executive").

                            W I T N E S S E T H:

  WHEREAS, the Executive is currently serving as an executive officer of the
Company;

  WHEREAS, pursuant to a Supplemental Retirement Agreement dated as of January
1, 2002 (the "Supplemental Retirement Agreement"), the Company has agreed to
provide to the Executive supplemental retirement benefits;

  WHEREAS, the Company and the Executive desire that the Executive's
retirement benefits be further supplemented on the terms and conditions
hereinafter set forth; and

  WHEREAS, all capitalized terms used herein without definition are used as
defined in the Supplemental Retirement Agreement.

  NOW, THEREFORE, the Company and the Executive agree that the Supplemental
Retirement Agreement is hereby amended as follows:

  1. In connection with the Executive's employment with the Company and to
provide supplemental retirement benefits to the Executive in addition to the
Executive's compensation and other benefits, the Executive's Supplemental
Retirement Account shall be credited as follows:

  (a) The Supplemental Retirement Account shall be credited with an
      additional sum of $250,000, effective January 1, 2004 (the "2004
      Amount"), and the Executive shall become vested in the 2004 Amount
      as of December 31, 2004.

  (b) On December 31, 2004 the 2004 Amount credited to the Executive's
      Supplemental Retirement Account shall be credited with the Pay-
      Based Credit which would have been credited under Section 3.2 of
      the Plan as if the definition of "Compensation" under Section 1.9
      of the Plan had not included the second sentence thereof.

  2. Except as herein amended, the Supplemental Retirement Agreement
     shall remain in full force and effect.  All references to the
     Supplemental Retirement Account in the Supplemental Retirement
     Agreement, as amended hereby, shall mean and include the
     Supplemental Retirement Account as increased by the 2004 Amount and
     all other amounts credited to the Supplemental Retirement Account
     pursuant to the Supplemental Retirement Agreement as the same has
     been and may hereafter be amended.

  3. This Agreement sets forth the entire understanding between the Company
     and the Executive with respect to the supplemental retirement benefits
     which are the subject matter hereof and supercedes all prior
     understandings and agreements with respect thereto. No change,
     termination or waiver of any of the provisions hereof shall be binding
     unless in writing signed by the party against whom the same is sought to
     be enforced.  This Agreement is governed by and shall be construed in
     accordance with the laws of the State of New York, without giving effect
     to principles of conflicts of law.

  IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                          LOEWS CORPORATION


                                          By: /s/Gary W. Garson
                                              --------------------------
                                                     Gary W. Garson
                                                 Senior Vice President


                                              /s/James S. Tisch
                                              --------------------------
                                                 James S. Tisch