Unassociated Document


    Exhibit
      10.1

    FORM
      OF

    LOEWS
      CORPORATION

    AWARD
      CERTIFICATE

    


    STOCK
      APPRECIATION RIGHT

    (for
      grants to officers and employees)

    


                     THIS
      CERTIFICATE, dated as of the ___ day of _______ 200_, evidences the grant of
      the
      Award set forth below by Loews Corporation, a Delaware corporation (the
“Company”) to (First Name) (Last Name) (the “Participant”).

     

         
                   1.
         Grant of
      Award.

     

                     Subject
      to the provisions of this Certificate and the Loews Corporation 2000 Stock
      Option Plan, as amended and restated, effective as of January 1, 2005 (the
      “Plan”), the Company hereby grants to the Participant as of _____________ 200_
      (the “Grant Date”) (Amount)
      Stock
      Appreciation Rights having an Exercise Price of $____ per Stock Appreciation
      Right (such grant being herein called the “Award”). Each Stock Appreciation
      Right represents the right to receive an amount, payable in shares of Stock
      as
      provided in Paragraph 3 below, equal in value to the excess, if any, on the
      date
      of exercise of the Fair Market Value of a share of Stock over the Exercise
      Price
      of the Stock Appreciation Right. The Stock Appreciation Rights granted hereby
      are Free-Standing Stock Appreciation Rights and are not granted in conjunction
      with an Option. Unless earlier terminated pursuant to the terms of this
      Certificate, the Award shall expire on the tenth anniversary of the date hereof.
      Capitalized terms not defined herein shall have the meanings set forth in the
      Plan.


     

                      
      2.          Exercisability of
      the Award.

     

                            
      The Award shall become vested and exercisable with respect to one-quarter
      (1/4) of the Stock Appreciation Rights granted hereby on (Date1) and as to
      an
      additional one-quarter (1/4) of such shares on each of the next three
      anniversaries of that date, subject to the prior termination of the Option.
      

     

                      
3.          Method
      of Exercise of the Award.

     

    (a)             
      An
      Award
      may be exercised at any time after the Award with respect to those Stock
      Appreciation Rights vests and before the expiration of the Award Term. To
      exercise an Award, the Participant shall give written notice to the Company
      stating the number of shares with respect to which the Award is being
      exercised.

    


    (b)             
      Upon
      the
      exercise of a Stock Appreciation Right, the Participant shall be entitled to
      receive an amount, equal to the product of (i) the excess of the Fair Market
      Value of one share of Stock on the date of exercise over the Exercise Price
      of
      the applicable Stock Appreciation Right, multiplied by (ii) the number of shares
      of Stock in respect of which the Stock Appreciation Right has been exercised.
      Except as otherwise determined by the Committee on not less than thirty (30)
      days’ prior written notice to the Participant, the payment shall be made in
      shares of Stock based upon the Fair Market Value on the date of exercise.
      Fractional shares shall be settled by payment in cash based upon the Fair Market
      Value on such date.

     

    
      
                          
          4.          Award
          Term.

        
                  
                Except as otherwise determined by the
          Committee after the date of this Certificate, the Award Term shall end
          on the
          earliest of (1) the date on which the Award has been exercised in full,
          (2) the
          date on which the Participant experiences a Termination for Cause or a
          voluntary
          Termination, (3) the one-year anniversary of the date on which the Participant
          experiences a Termination due to death or Disability, (4) the three-year
          anniversary of the date on which the Participant experiences a Termination
          due
          to the Participant’s Retirement, and (5) the 90th day after the Participant
          experiences a Termination for any other reason; provided, that in no event
          may
          the Award Term extend beyond ten years from the date on which the Award
          is
          granted. Upon the occurrence of a Termination of Participant for any reason,
          the
          Award Term shall thereupon end with respect to any portion of the Award
          that is
          unvested as of the date of such Termination and such unvested portion shall
          be
          forfeited immediately.

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

     

    
                        
        5.           Nontransferability
        of the Award.

       

    

                   
      The Award is not transferable except (i) as designated by the Participant by
      will or by the laws of descent and distribution or (ii) as otherwise expressly
      permitted by the Committee including, if so permitted, pursuant to a transfer
      to
      such Participant’s immediate family, whether directly or indirectly or by means
      of a trust or partnership or otherwise. If any rights exercisable by the
      Participant or benefits deliverable to the Participant under this Certificate
      have not been exercised or delivered, at the time of the Participant’s death,
      such rights shall be exercisable by the Designated Beneficiary, and such
      benefits shall be delivered to the Designated Beneficiary, in accordance with
      the provisions of this Certificate and the Plan. 

     

    
                        
        6.          Taxes
        and Withholdings.

    

     

                  
      No later than the date of exercise of the Award granted hereunder, the
      Participant shall pay to the Company or make arrangements satisfactory to the
      Committee regarding payment of any federal, state or local taxes of any kind
      required by law to be withheld upon the exercise of such Award and the Company
      shall, to the extent permitted or required by law, have the right to deduct
      from
      any payment of any kind otherwise due to the Participant, federal, state and
      local taxes of any kind required by law to be withheld upon the exercise of
      the
      Award granted hereunder, as provided in Section 4.4 of the Plan. In this regard
      the Participant may elect to pay any tax withholding upon the exercise of an
      Award by irrevocably authorizing a third party to sell shares of Stock (or
      a
      sufficient portion of the shares) acquired upon exercise of the Award and remit
      to the Company a sufficient portion of the sale proceeds to pay such tax
      withholding.

     

    
                        
        7.         
Notices.

       

                 
            
        
All
        notices and other communications under this Certificate shall be in writing
        and
        shall be given by hand delivery to the other party or overnight courier, or
        by postage paid first class mail, addressed as follows:

    

    


              
           If to the Participant: 

               
      (FirstName1) (LastName1)

                (Address1)

                (City,)
      (State) (PostalCode)

    
 

                   
      If to the Company:

               
      


               
      Loews Corporation 

               
      667 Madison Avenue

               
      New York, NY 10021-8087

               
      Attention: Corporate Secretary

               
      Facsimile: (212) 521-2997

    


    or
      to
      such other address as any party shall have furnished to the other in
      writing in accordance with this Paragraph 7. Notice and communications shall
      be
      effective when actually received by the addressee, if
      given
      by hand delivery, when deposited with a courier service, if given by overnight
      courier, or two (2) business days following mailing, if delivered by first
      class
      mail.

     

    
                        
8.          Effect
        of Certificate.

       

       
                     Except
        as otherwise provided hereunder, this Certificate shall be binding upon and
        shall inure to the benefit of any successor or successors of the Company,
        and to
        any transferee or successor of the Participant pursuant to Paragraph
        5.

      


                        
9.          Conflicts
        and Interpretation.

       

                  
           The Award is subject to the provisions of the Plan, which are
        hereby incorporated by reference. In the event of any conflict between this
        Certificate and the Plan, the Plan shall control. In the event of any ambiguity
        in this Certificate, any term which is not defined in this Certificate, or
        any
        matters as to which this Certificate is silent, the Plan shall govern including,
        without limitation, the provisions thereof pursuant to which the Committee
        has
        the power, among others, to (i) interpret the Plan, (ii) prescribe, amend
        and
        rescind rules and regulations relating to the Plan and (iii) make all other
        determinations deemed necessary or advisable for the administration of the
        Plan.

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
                      
10.          Headings.



                   
      The headings of paragraphs herein are included solely for convenience of
      reference and shall not affect the meaning or interpretation of any of the
      provisions of this Certificate.

     

    
      
                        
11.        
Amendment.

      

                        
      This Certificate may not be modified, amended or waived except by an
      instrument in writing signed by the Company. The waiver by either party of
      compliance with any provision of this Certificate shall not operate or be
      construed as a waiver of any other provision of this Certificate, or of any
      subsequent breach by such party of a provision of this Certificate.

    


                  
      IN WITNESS WHEREOF, as of the date first above written, the Company has caused
      this Certificate to be executed on its behalf by a duly authorized
      officer.

    


    
      	 	
              LOEWS
                CORPORATION

            	 
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	 	 
	 	
              Gary
                W. Garson

            	 
	 	
              Senior
                Vice President