Form of Stock Option Certificate



 Exhibit 10.27 
 FORM OF 
 LOEWS CORPORATION 
 STOCK OPTION CERTIFICATE 
 THIS CERTIFICATE, dated as of the [XXXX] day of [XXXX], evidences the grant of the Option set forth below by Loews Corporation, a Delaware corporation (the “Company”) to [XXXX] (the
“Participant”). 
 1. Grant of Option. 
 Subject to the provisions of this Certificate and the Loews Corporation 2000 Stock Option Plan (the “Plan”), the
Company hereby grants to the Participant as of [XXXX] (the “Grant Date”) the right and option (the “Option”) to purchase [XXXX] shares of Stock, at the Exercise Price of $ [XXXX] per share. The Option shall be a non-qualified
option as set forth in the Plan. Unless earlier terminated pursuant to the terms of this Certificate, the Option shall expire on [XXXX]. Capitalized terms not defined herein shall have the meanings set forth in the Plan. 
 2. Exercisability of the Option. 
 The Option shall become vested and exercisable with respect to one-quarter (1/4) of the shares covered thereby on [XXXX] and as to an additional one-quarter (1/4) of such
shares on each of the next three anniversaries of the Grant Date, subject to the prior termination of the Option; provided, however, that upon the Participant’s Termination due to death, Disability or Retirement, all unvested and outstanding
Options granted hereby shall immediately vest as of the date of such Termination. 
 3. Method of Exercise of
the Option. 
 (a) An Option may be exercised and the underlying shares purchased at any time after the
Option with respect to those shares vests and before the expiration of the Option Term. To exercise an Option, the Participant shall give written notice to the Company stating the number of shares with respect to which the Option is being exercised.

 (b) The full Exercise Price for shares of Stock purchased upon the exercise of any Option shall be paid at
the time of such exercise (except that, in the case of an exercise arrangement approved by the Committee and described in the last sentence of this paragraph (b), payment may be made as soon as practicable after the exercise). The Exercise Price
shall be payable by check, or such other instrument as the Committee may accept. The Participant may elect to pay the Exercise Price upon the exercise of an Option by irrevocably authorizing a third party to sell shares of Stock (or a sufficient
portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. 
 4. Option Term. 
 Except as otherwise determined by the Committee after the date of this Certificate, the Option Term shall end on the earliest of (1) the date on which the Option has been exercised in full,
(2) the date on which the Participant experiences a Termination for Cause or a voluntary Termination, (3) the three-year anniversary of the date on which the Participant experiences a Termination due to death, Disability or Retirement and
(4) the 90th day after the Participant experiences a Termination for any other reason; provided, that in no event may the Option Term extend beyond [XXXX]. Upon the occurrence of a Termination of Participant for any reason, the Option Term
shall thereupon end with respect to any portion of the Option that is unvested as of the date of such Termination and such unvested portion shall be forfeited immediately. 
 5. Nontransferability of the Option. 
 The Option 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 Option 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 Option 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 such Option, as provided in
Section 3.4 of the Plan. In this regard the Participant may elect to pay any tax withholding upon the exercise of an Option by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon
exercise of the Option 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 by confirmed fax or overnight courier, or by postage paid first class mail, addressed as follows: 
 If to the Participant: 
 [XXXX] 

[XXXX] 
 [XXXX] 
 [XXXX] 
 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 or facsimile number 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. 
 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
Option 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. 
  

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 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:	 	  

	Name:	 	
	Title:	 	


  

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