EXHIBIT 4.3

                  LOEWS CINEPLEX ENTERTAINMENT CORPORATION
                         DEFERRED COMPENSATION PLAN

                                 WITNESSETH

WHEREAS,  Loews Cineplex  Entertainment  Corporation desires to establish a
deferred compensation plan to provide supplemental  retirement benefits for
certain executives;

WHEREAS, Loews Cineplex Entertainment  Corporation intends that the plan be
(i) a  nonqualified  deferred  compensation  plan for  purposes  of Section
401(a)  of the  Internal  Revenue  Code of 1986,  as  amended,  and (ii) an
unfunded  plan which is  maintained  primarily for the purpose of providing
benefits for a select group of management or highly  compensated  employees
for purposes of Title I of the Employee  Retirement  Income Security Act of
1974, as amended;

NOW,  THEREFORE,  IT IS HEREBY  RESOLVED,  that  effective as of January 1,
1999,  Loews  Cineplex  Entertainment  Corporation  hereby adopts the Loews
Cineplex Entertainment Corporation Deferred Compensation Plan.
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                  LOEWS CINEPLEX ENTERTAINMENT CORPORATION
                         DEFERRED COMPENSATION PLAN

                                 ARTICLE I
                                  PURPOSE

1.1   Purpose.  The Plan  was  established  for the  purpose  of  providing
      selected  employees of an Adopting  Employer with the  opportunity to
      defer the receipt of a portion of their  compensation and is intended
      to  qualify  as  a  "top  hat"  plan  for  purposes  of  ERISA.   The
      establishment of the Plan is intended to assist an Adopting  Employer
      in the attraction and retention of key employees.

1.2   Effectiveness. The Plan is adopted effective January 1, 1999.

                                 ARTICLE II
                                DEFINITIONS

2.1   "Adopting  Employer" shall mean (i) the Company,  and (ii) any of its
      subsidiaries  or affiliates  that adopt the Plan with the approval or
      ratification of the Board.

2.2   "Annual Salary" shall mean an Executive's annual base salary.

2.3   "Board" shall mean the Board of Directors of the Company.

2.4   "Bonus" shall mean not only bonuses paid under a regular  fiscal year
      bonus  program,   but  also  awards  to   Participants   pursuant  to
      individualized contractual bonus arrangements or otherwise.

2.5   "Change  of  Control"  shall  mean  the  occurrence  of  any  of  the
      following:

      (a) An  acquisition  (other than  directly  from the  Company) of any
          voting securities of the Company (the "Voting Securities") by any
          "Person"  (as the term is used for  purposes of Section  13(d) or
          14(d)  of the  Securities  Exchange  Act of 1934  (the  "Exchange
          Act")),  immediately  after  which such  Person  has  "Beneficial
          Ownership"  (within the meaning of Rule 13d-3  promulgated  under
          the Exchange Act) of fifty percent (50%) or more of the Company's
          then  outstanding  common  stock,  par value $0.01 per share (the
          "Shares"),  or the combined  voting power of the  Company's  then
          outstanding Voting Securities;  provided, however, in determining
          whether a Change of Control has occurred pursuant to this Section
          2.5,  Shares  or  Voting  Securities  which  are  acquired  in  a
          "Non-Control  Acquisition"  (as  hereinafter  defined)  shall not
          constitute an acquisition  which would cause a Change of Control.
          A "Non-Control  Acquisition"  shall mean an acquisition by (i) an
          employee  benefit  plan  (or a  trust  forming  a  part  thereof)
          maintained by the Company or any  corporation  or other Person of
          which  a  majority  of its  voting  power  or its  voting  equity
          securities or equity  interest is owned,  directly or indirectly,
          by the Company (for purposes of this definition, a "Subsidiary"),
          (ii)  the  Company  or its  Subsidiaries,  (iii)  any  Person  in
          connection with a "Non-Control  Transaction"  (as herein defined)
          or (iv) Sony Pictures  Entertainment,  Inc.,  Universal  Studios,
          Inc. or any of their respective affiliates.

      (b) The  consummation of a merger,  consolidation  or  reorganization
          with or into the  Company or in which  securities  of the Company
          are issued,  unless such merger,  consolidation or reorganization
          is a  "Non-Control  Transaction."   A  "Non-Control  Transaction"
          shall mean a merger, consolidation or reorganization with or into
          the  Company or in which  securities  of the  Company  are issued
          where:

          (i)  the  stockholders  of the Company,  immediately  before such
               merger,  consolidation  or  reorganization,  own directly or
               indirectly immediately following such merger,  consolidation
               or  reorganization,  at  least  fifty  percent  (50%) of the
               combined voting power of the outstanding  voting  securities
               of  the   corporation   resulting   from   such   merger  or
               consolidation    or    reorganization     (the    "Surviving
               Corporation") in substantially  the same proportion as their
               ownership of the Voting Securities  immediately  before such
               merger, consolidation or reorganization, and

          (ii) no Person  other than (1) any  Subsidiary,  (2) any employee
               benefit  plan (or any trust  forming a part  thereof)  that,
               immediately   prior  to  such   merger,   consolidation   or
               reorganization,   was  maintained  by  the  Company  or  any
               Subsidiary, or (3) any Person who, immediately prior to such
               merger,   consolidation  or  reorganization  had  Beneficial
               Ownership  of  fifty  percent  (50%)  or  more  of the  then
               outstanding  Voting  Securities  or Shares,  has  Beneficial
               Ownership  of fifty  percent  (50%) or more of the  combined
               voting power of the Surviving Corporation's then outstanding
               voting securities or its common stock.

      (c) The consummation of a complete  liquidation or dissolution of the
          Company.

      (d) The  consummation  of the  sale or  other  disposition  of all or
          substantially  all of the  assets of the  Company  to any  Person
          (other than a transfer to a Subsidiary or the distribution to the
          Company's  stockholders  of the  stock of a  Subsidiary  or other
          assets).

      (e) The Company's  entering  into an agreement  with any Person that,
          upon  completion,  would be a Change of Control as  described  in
          clause (a), (b), (c) or (d) of this Section 2.5.

      (f) The Board's  adopting a  resolution  that,  upon  implementation,
          would be a Change of Control as described in clause (a), (b), (c)
          or (d) of this Section 2.5.

2.6   "Code" shall mean the Internal  Revenue Code of 1986, as amended from
      time to time.  Reference  to a specific  provision  of the Code shall
      include such provision,  any valid  regulation or ruling  promulgated
      thereunder  and any  comparable  provision of future law that amends,
      supplements or supercedes  such  provision.  "Company" shall mean the
      Loews Cineplex Entertainment Corporation.

2.8   "Committee"  shall  mean  the  committee  selected  by the  Board  to
      administer the Plan in accordance with Article III of the Plan.

2.9   "Deferrals" shall mean the sum of Deferred Salary and Deferred Bonus.

2.10  "Deferral Account" shall mean an account  established on the books of
      an Adopting  Employer for a  Participant  that shall be credited with
      the amount of such Participant's Deferrals and earnings in accordance
      with Article VII of the Plan.

2.11  "Deferred Bonus" shall mean the amount of a Participant's  Bonus that
      the Participant  elects to defer that the Participant would otherwise
      be  eligible  to receive for the  rendition  of  services  during the
      fiscal year of the Company  beginning in any  calendar  year in which
      the  Participant  is  participating  in the Plan in  accordance  with
      Article V of the Plan;.

2.12  "Deferred  Salary"  shall mean the amount of a  Participant's  Annual
      Salary that the  Participant  elects to defer  which the  Participant
      would  otherwise be entitled to receive for the rendition of services
      during any calendar year, in accordance with Article V of the Plan.

2.13  "Disability"  shall mean a total and permanent  disability as defined
      under an Adopting Employer's long-term disability program.

2.14  "Eligible  Compensation"  shall mean the  portion  of an  Executive's
      Annual  Salary and Bonus that the Executive may elect to defer as set
      forth in Article V.

2.15  "ERISA"  shall mean the Employee  Retirement  Income  Security Act of
      1974, as amended.

2.16  "Executive"  shall mean an  executive of an Adopting  Employer  whose
      annualized  base salary  determined as of the November 30 immediately
      preceding the calendar  year in which the  Deferrals  will be made or
      any prior year is in excess of the limit on  includible  compensation
      set forth in Section 401(a)(17) of the Code for such year.

2.17  "Participant"  shall  mean  an  Executive  selected  as  eligible  to
      participate  in the Plan and who  elects  to defer a  portion  of the
      Executive's Eligible Compensation under the Plan.

2.18  "Plan"  shall  mean  the  Loews  Cineplex  Entertainment  Corporation
      Deferred Compensation Plan.

2.19  "Plan  Administrator"  shall be an employee of the Company designated
      by the Committee to assist the Committee in administering the Plan or
      to  perform  services  required  of  the  Committee  on  its  behalf;
      provided,  however,  if  no  such  employee  is  so  designated,  the
      Committee shall be the Plan Administrator.

2.20  "Retirement" shall mean a Participant's  termination of employment at
      or  after  age 55 with  the  consent  of the  Participant's  Adopting
      Employer.

                                ARTICLE III
                               ADMINISTRATION

3.1   Appointment  of Committee.  The Committee  shall be appointed by, and
      serve at the  pleasure of the Board.  The number of members  shall be
      determined  by the Board  which may from time to time vary the number
      of members.  A member of the  Committee  may resign by  delivering  a
      written notice of resignation to the Board.  The Board may remove any
      member  by  delivering  to such  member a copy of its  resolution  of
      removal.

3.2   Committee Action.  The Committee shall be charged with overseeing the
      operation  and  administration  of the Plan.  It shall have the duty,
      power and discretion to  administer,  interpret and construe the Plan
      in all respects, and all determinations of the Committee made in good
      faith will be binding and conclusive on each Adopting  Employer,  its
      employees  and  all  Participants  and  their  beneficiaries,  heirs,
      administrators,  executors and assigns.  The  Committee  shall select
      which  Executives  shall be  eligible to become  Participants  in the
      Plan.

3.3   Delegation  of Duties.  The  Committee  may engage or designate  such
      persons  (who may be members of the  Committee  or  otherwise)  as it
      shall determine to perform on its behalf the services  required of it
      hereunder and may, by written  instrument,  (i) designate one or more
      of them to execute all documents and other instruments  necessary and
      proper to  effectuate  the  purposes  of the Plan and (ii)  change or
      revoke any such  designation  theretofore  made.  An  employee of the
      Company designated by the Committee shall be the Plan  Administrator.
      If no such employee  shall be so designated,  the Committee  shall be
      deemed to be the Plan Administrator.

3.4   Self-Interest.  No member of the  Committee  shall  have any right to
      vote or decide upon any matter relating solely to himself or herself,
      or to any of his or her rights under the Plan.

3.5   Counsel,   Advisors,  and  Recordkeepers.   The  Committee  shall  be
      authorized,  at the  expense  of the  Company,  to retain  such legal
      counsel,  advisors  and  recordkeepers  as it may deem  advisable  to
      assist in the performance of its duties hereunder.

3.6   Expenses.  Reasonable  expenses  and  fees  in  connection  with  the
      administration of the Plan shall be paid by the Company.

3.7   Indemnification. To the extent permitted by applicable state law, the
      Company  shall  indemnify  and hold  harmless the  Committee and each
      member thereof,  the Board,  and any delegate of the Committee who is
      an employee of the Company  against any and all expenses  liabilities
      and  claims  arising  out of their  discharge  in good faith of their
      responsibilities  under or incident to the Plan,  other than expenses
      and  liabilities  arising out of willful  misconduct.  This indemnity
      shall not preclude such further  indemnities  as may available  under
      insurance  purchased  by  an  Adopting  Employer  or  provided  by an
      Adopting Employer under any bylaw or otherwise.

                                 ARTICLE IV
                               PARTICIPATION

4.1   Eligible  Employees.  Each Executive shall be eligible to participate
      in the Plan for any calendar  year,  only if the  Executive  has been
      selected by the Committee, in its sole discretion, to participate for
      that calendar  year.  The Committee may determine  that any Executive
      who has become eligible to participate in the Plan shall no longer be
      eligible to participate  and as such,  shall no longer be entitled to
      defer any portions of the  Executive's  Eligible  Compensation in the
      future,  provided  that  such  cessation  shall  not  affect  amounts
      previously deferred to the Plan.

4.2   Participation.  Any Executive so selected  shall become a Participant
      by electing to defer a portion of the Eligible  Compensation that the
      Executive  would  otherwise  have  received for services  rendered in
      accordance with Article V below.

4.3   Notice of Participation. The Committee shall notify an Executive that
      the Executive is eligible to participate in the Plan by giving a copy
      of the Plan or a  description  thereof and the  election  forms for a
      calendar year, as described in Article V below, to such Executive.

                                 ARTICLE V
                             DEFERRAL ELECTIONS

5.1   Deferred  Salary.   Each  Executive  who  is  eligible  to  become  a
      Participant for any calendar year pursuant to Article IV may elect to
      defer the receipt of up to 50% of the Executive's Annual Salary which
      the  Executive  would  otherwise  be  entitled  to  receive  for  the
      rendition of services  during the  calendar  year,  which  limitation
      shall be  calculated on the basis of the  Executive's  salary rate on
      the November 30 immediately  preceding such year; provided,  however,
      that in no event  shall a  Participant  defer  an  amount  less  than
      $5,000.

5.2   Deferred   Bonus.   Each  Executive  who  is  eligible  to  become  a
      Participant for any calendar year pursuant to Article IV may elect to
      defer the  receipt  of up to 100% of the Bonus  that the  Participant
      would  otherwise be eligible to receive for the rendition of services
      during the fiscal  year of the  Company  beginning  in such  calendar
      year;  provided, however,  that in no event shall a Participant defer
      an amount less than $5,000.

5.3   Election to Defer.  Any election to defer any  Eligible  Compensation
      shall be made in  writing.  Such  written  election  shall  specify a
      dollar  amount of Annual  Salary to be deferred,  and a percentage or
      dollar  amount  of a Bonus,  or the  amount of a Bonus in excess of a
      stated  dollar  amount to be deferred;  provided, however,  that such
      elections are within the limits set forth in Sections 5.1 and 5.2.

5.4   Timing of Elections. The Deferred Salary election form shall be filed
      with  the  Plan  Administrator  or its  designee  no  later  than the
      December 31  preceding  the  calendar  year to which it relates.  The
      Deferred   Bonus   election   form  shall  be  filed  with  the  Plan
      Administrator no later than the May 31 falling within the fiscal year
      to which it  relates;  provided, however,  that for the fiscal  years
      beginning  March  1,  1998 and  March 1,  1999,  the  Deferred  Bonus
      election  forms  shall be filed no later than  December  31, 1998 and
      December  31,  1999,   respectively.   The  Committee,  in  its  sole
      discretion,  may,  for any  year,  alter  the dates set forth in this
      Section 5.4.

                                 ARTICLE VI
                                  VESTING

6.1   Vesting of Deferrals. Each Participant shall be 100 percent vested in
      the Participant's  Deferral Account with respect to all Deferrals and
      earnings  thereon  credited  to such  Deferral  Account  pursuant  to
      Article VII.

                                ARTICLE VII
                                 ACCOUNTS

7.1   Account Crediting.  An Adopting Employer shall establish on its books
      and  maintain a Deferral  Account  for each  Participant  in the Plan
      employed  by such  Adopting  Employer.  Each  Participant's  Deferral
      Account  shall,  if  applicable,  be further  divided  into  separate
      subaccounts,  each of which  corresponds  to each  amount  that  such
      Participant  has elected  under  Section 9.1 to receive on a specific
      date. A Participant's Deferral Account shall be credited as follows:

      (a) The portion of Eligible  Compensation  that the  Participant  has
          elected to defer shall be credited to the Participant's  Deferral
          Account as of the date such Eligible Compensation would otherwise
          have been paid in cash.

      (b) Each Deferral  Account shall,  as of each December 31 be credited
          with earnings as follows:

          (i)   For the balance  credited to the Deferral Account as of the
                preceding  December 31,  earnings  shall be  determined  by
                multiplying such balance by the Rate.

          (ii)  Where  an  amount  is paid  or  withdrawn  from a  Deferral
                Account in a calendar year, the earnings  determined  under
                subclause  (a) shall be reduced by an amount  determined by
                multiplying  each such payment or  withdrawal  by the Rate,
                multiplied  by a fraction,  the numerator of which shall be
                365 less the number of days in the calendar year  preceding
                the date of payment or withdrawal,  and the  denominator of
                which shall be 365.

          (iii) For  Deferrals  first  credited to a Deferral  Account in a
                calendar  year,  earnings  determined  under  subclause (a)
                shall be increased by an amount  determined by  multiplying
                each such  Deferral by the Rate  multiplied  by a fraction,
                the numerator of which shall be 365 less the number of days
                in the  calendar  year  preceding  the date on  which  such
                Deferral was first  credited,  and the denominator of which
                shall be 365.

          (iv)  The "Rate" for a calendar  year shall be equal to the prime
                interest  rate  of  a  major   financial   institution   as
                determined  by the Committee as reported in the Wall Street
                Journal  on  the  December  1  immediately  preceding  such
                calendar year,  less 100 basis points;  provided,  however,
                that in no event shall the Rate be less than 5%.

7.2   Adjustment for  Withdrawal.  Amounts  withdrawn from a  Participant's
      Deferral  Account  pursuant to any election  filed under Article VIII
      (including the amount of forfeitures with regard to such withdrawals)
      or Article IX shall be charged  against  the  Participant's  Deferral
      Account as of the date such  amounts are  withdrawn  or paid from the
      Plan (as  determined  after all  adjustments  made thereto as of such
      date under the foregoing provisions of this Article VII).

7.3   Lump Sums  During a  Calendar  Year.  Where the  entire  balance of a
      Participant's  Deferral  Account  is paid other than as of January 1,
      the earnings on the balance of such Deferral Account will be credited
      on such payment date and determined in accordance with Section 7.1 as
      if the payment date is the last day of the calendar year.

                                ARTICLE VIII
                             EARLY WITHDRAWALS

8.1   Early  Withdrawals.  Notwithstanding  any other provision  hereof,  a
      Participant may elect by written notice to the Committee, to withdraw
      all or any portion of the Participant's Deferral Account prior to the
      date the Participant would otherwise receive such amounts pursuant to
      Section 9. 1, less a forfeiture of 10% of the amount to be withdrawn.
      Payment in  accordance  with such  election  shall be made as soon as
      practicable  after  receipt  of  such  election.  No  more  than  one
      withdrawal  election shall be made under this Article VIII in any one
      12-month period.

                                 ARTICLE IX
                            PAYMENT OF BENEFITS

9.1   Payment  Date. A  Participant  may elect to receive all, and not less
      than all of the  Participant's  Deferred  Salary for a given calendar
      year (and any  earnings  thereon) on or beginning on the January 1 of
      the fifth calendar year  following the calendar year of deferral,  or
      any January 1 thereafter. A Participant may elect to receive all, and
      not less than all, of the  Participant's  Deferred  Bonus for a given
      fiscal year (and any earnings thereon) on or beginning on the January
      1 of the fifth  calendar  year  following  the calendar year in which
      such fiscal year ends,  or any January 1 thereafter.  Such  elections
      shall be made at the same  time the  Participant  elects to make such
      Deferrals in accordance  with Section 5.4 and amounts so elected will
      be credited to a subaccount  of the  Participant's  Deferral  Account
      designated  for such calendar  year. In the event a Participant  does
      not elect to receive the Participant's Deferrals for a given calendar
      year on any  specific  January 1, such  Deferrals  (and any  earnings
      thereon) shall be paid or commence to be paid to the  Participant (or
      the  Participant's  beneficiary  in the  case  of  death)  as soon as
      practicable after the Participant's termination from employment.

9.2   Payment Form. Payment of amounts credited to a Participant's Deferral
      Account shall be paid to the  Participant in a single lump sum on the
      date determined  pursuant to Section 9.1; provided, however, that the
      Participant may elect that the amount otherwise payable as a lump sum
      shall be paid  commencing  on such date in no fewer  than five and no
      more than ten annual  installments.  The  second  and any  succeeding
      installment  shall be paid as of each succeeding  January 1. Earnings
      on the  undistributed  balance  of  any  installment  payments  shall
      continue  to be  credited in  accordance  with  Article VII until all
      installments  have been paid.  The amount of each  installment  shall
      equal  the  balance  in the  Participant's  Deferral  Account  or, if
      applicable,  the  subaccount  established  pursuant  to  Section 9.1,
      divided by the number of installments remaining to be paid (including
      the current  installment).  Any election pursuant to this Section 9.2
      shall be made at the same time as the Participant elects Deferrals in
      accordance with Section 5.4.

9.3   Payment in the Event of Termination by Reason of Death, Disability or
      Retirement.  A  Participant  may  elect  that,  in the  event  of the
      Participant's  death  or  termination  by  reason  of  Disability  or
      Retirement, amounts otherwise payable on or beginning on a subsequent
      January 1 specified by the Participant pursuant to Section 9.1 shall,
      instead,  be paid or commence to be paid as soon as practicable after
      such death or termination.  A Participant also may elect that, in the
      event  of  the  Participant's  death  or  termination  by  reason  of
      Disability or Retirement,  amounts  otherwise payable in installments
      pursuant to Section 9.2 shall, instead, be paid in a lump sum as soon
      as practicable  after such death or  termination.  Any election under
      this  Section  9.3  shall  be made at the same  time the  Participant
      elects Deferrals in accordance with Section 5.4.

9.4   Payment  in the Event of  Termination  Other than by Reason of Death,
      Disability or Retirement. Notwithstanding  any elections  made by the
      Participant pursuant to this Article IX, if a Participant  terminates
      employment  other than by reason of death,  Disability or Retirement,
      the total balance credited to the  Participant's  Deferral Account as
      of the date of such termination shall be distributed in a single lump
      sum to the Participant (or the Participant's beneficiary in the event
      of the  Participant's  death)  as  soon  as  practicable  after  such
      termination  occurs.  A transfer to a  subsidiary  or affiliate of an
      Adopting  Employer not participating in the Plan shall not be treated
      as a termination of employment  until the  Participant is employed by
      neither an Adopting Employer nor any such subsidiary or affiliate.

9.5   Committee  Discretion.  Notwithstanding  any  elections  made  by the
      Participant  pursuant  to  Section  5.4  and  this  Article  IX,  and
      notwithstanding any other provisions of the Plan to the contrary, the
      Committee may, at the Committee's sole discretion, determine that the
      total amount credited to the Participant's  Deferral Account shall be
      paid  in a  single  lump  sum  as  soon  as  practicable  after  such
      determination.

9.6   Designation  of  Beneficiary.  If a  Participant  dies  survived by a
      spouse  to whom the  Participant  was  married  at the  Participant's
      death, the Participant's  beneficiary shall be that spouse; provided,
      however, that each Participant may designate one or more persons (who
      may  be  named  jointly  or  successively)  to be  the  Participant's
      beneficiary(ies),  including a trust or an estate to whom  survivor's
      benefits  are to be paid on such  Participant's  death.  In the event
      that a  Participant  has  designated  more than one person  (jointly)
      without specifying the percentage interest for each person, then each
      such  person  shall  have the same  percentage  interest.  Each  such
      designation   shall  be  made  on  a  form   provided   by  the  Plan
      Administrator,   and  shall  revoke  all  prior  designations.  If  a
      designation  is  revoked  in whole or in  part,  or if no  designated
      beneficiary survives the Participant, the applicable benefit shall be
      payable  to the  Participant's  surviving  spouse  or if  there is no
      surviving  spouse,  to the  Participant's  estate.  If a  beneficiary
      survives  the  Participant  and dies before  receiving  all  payments
      otherwise payable to the beneficiary,  such payment or payments shall
      be paid to the estate of the beneficiary in a single lump sum as soon
      as practicable following the death of such beneficiary.

                                 ARTICLE X
                             CHANGE OF CONTROL

10.1  Establishment  of Trust.  The Company shall establish an irrevocable,
      grantor trust within the meaning of subpart E, part I,  subchapter J,
      chapter 1,  subtitle A of the Code,  as amended of which the  Company
      shall be the grantor.  The principal of the trust  contributed by any
      Adopting  Employer  and any  earnings  thereon  shall at all times be
      subject to the claims of such Adopting  Employer's general creditors,
      but shall  otherwise  be held  separate and apart from other funds of
      the Adopting  Employer and shall be used  exclusively for the uses of
      Participants.  The Plan shall not be deemed funded within the meaning
      of ERISA  solely by virtue of the trust.  Participants  shall have no
      preferred claim on or any beneficial ownership interest in any assets
      in such trust.  The trust  established  pursuant to this Section 10.1
      shall be in a form substantially identical to that of Attachment A to
      this document.

10.2  Contributions  to Trust.  As soon as  possible  following a Change of
      Control,  but in no event  more  than 30 days  following  a Change of
      Control,   each   Adopting   Employer   shall  make  an   irrevocable
      contribution  to the trust on behalf  of each  Participant  who is an
      employee of such Adopting Employer to be credited to an account under
      the trust  for such  Participant  in an  amount  that is equal to the
      balance of such  Participant's  Deferral Account determined as of the
      date of the  Change of  Control.  The  amount  of each  Participant's
      Deferrals  and any earnings  credited to the  Participant's  Deferral
      Account after the date of the Change of Control shall be  irrevocably
      contributed  to the  Participant's  account  under  the  trust by the
      Participant's Adopting Employer within 30 days after such amounts are
      so  credited;  provided,  however,  that the amount  otherwise  to be
      contributed by the Adopting  Employer may be reduced to the extent of
      any trust earnings  credited to the  Participant's  account under the
      trust and not previously taken into account under this Article X.

10.3  Payments   from  Trust.   Following  a  Change  of  Control  and  the
      irrevocable  trust  contributions  made pursuant to Section 10.2, any
      amount  payable to or on behalf of a  Participant  under Article VIII
      and  Article IX shall be paid from the  account  for the  Participant
      under the trust.

10.4  Reversion from Trust. In any case in which amounts are contributed to
      the trust by reason of the  Company's  entering  into an agreement as
      described  in clause (e) of  Section  2.5 or the  Board's  adopting a
      resolution  as  described  in clause  (f) of such  Section,  and such
      agreement  or  resolution  is  nullified  or  abrogated  without  the
      occurrence  of a Change of Control as described  in clause (a),  (b),
      (c) or (d) of such  Section,  any  contribution  made by an  Adopting
      Employer  pursuant to Section 10.2,  together with any trust earnings
      attributable to such contribution shall, to the extent not paid to or
      on behalf of a Participant  pursuant to Section 10.3, be paid to such
      Adopting  Employer  within one hundred  eighty  (180) days after such
      nullification or abrogation;  provided, however, that no amount shall
      be so paid to an Adopting Employer if, within such one hundred eighty
      (180) days,  there is a Change of Control,  including an agreement or
      resolution described in clause (e) or (f) of Section 2.5.

                                 ARTICLE XI
                               MISCELLANEOUS

11.1  Employment.  Nothing  contained herein requires any Adopting Employer
      to continue any Participant in its employ or requires any Participant
      to continue in the employ of any Adopting Employer.

11.2  General Creditor Status. Participants and their beneficiaries, heirs,
      successors  and  assigns  shall  have no legal or  equitable  rights,
      claims,  or  interests  in any  specific  property  or  assets of any
      Adopting   Employer  by  reason  of  any  amount   credited  to  such
      Participant  hereunder.  Except as set forth in  Article  X,  amounts
      payable  under  the  Plan to  Participants  employed  by an  Adopting
      Employer will be satisfied  solely out of the general  assets of such
      Adopting Employer,  and any and all of the Adopting Employer's assets
      shall be and remain, the general,  unpledged,  unrestricted assets of
      such Adopting Employer.  An Adopting Employer's  obligation under the
      Plan shall be merely that of an unfunded and unsecured promise of the
      Adopting  Employer  to pay money in the  future and the rights of the
      Participants  and  beneficiaries  shall be no  greater  than those of
      unsecured  general  creditors.  Except as set forth in  Article X, an
      Adopting  Employer shall not segregate any funds or assets,  or issue
      any notes or security for payments of benefits hereunder. Any reserve
      or other asset that an Adopting  Employer may establish or acquire to
      assure itself of the funds to provide  benefits  under the Plan shall
      not serve in any way as security to any Participant or beneficiary.

      Benefits payable to each  Participant and beneficiary  under the Plan
      shall be the  obligation  of the  Adopting  Employer  who shall  have
      employed  the   Participant   for  services  to  which  the  Eligible
      Compensation deferred under this Plan is attributable.

11.3  Alienability.  Except as required by applicable  law, a Participant's
      right to receive  any  payment  under the Plan is not  subject in any
      manner  to  anticipation,  alienation,  sale,  transfer,  assignment,
      pledge or encumbrance nor to attachment, garnishment, levy, execution
      or other legal or equitable  process by creditors of the  Participant
      or the Participant's beneficiary.

11.4  Limitation on Offset.  All obligations of an Adopting  Employer under
      this Plan shall be absolute and  unconditional  and (without limiting
      the generality of the foregoing)  shall not be affected in any manner
      by the  existence  of, and shall in no event be offset or reduced by,
      any obligations, whether fixed or contingent, that the Participant or
      the Participant's  beneficiary may owe to such Adopting Employer,  to
      any of its  subsidiaries  or affiliates,  except for amounts that the
      Participant has expressly agreed in writing may be subject to offset.

11.5  Withholding.  All  payments  under the Plan are  subject  to (i) such
      withholding and to such other deductions as may be required under any
      income  tax or other law,  whether of the United  States or any other
      jurisdiction and (ii) in the case of payments to the beneficiary of a
      Participant,  to the  delivery to the  Committee of such tax waivers,
      letters  testamentary,  and  other  documents  as the  Committee  may
      reasonably request.

11.6  Construction.  The  headings  in the  Plan  have  been  inserted  for
      convenience   of  reference  only  and  are  to  be  ignored  in  any
      construction of the Plan's provisions.  If a provision of the Plan is
      not  valid or  enforceable,  that  fact  shall in no way  affect  the
      validity or enforceability of any other provision.  Use of one gender
      includes the other.

11.7  Waivers.  The waiver of a breach of any  provision  in the Plan shall
      not  operate  as and may not be  construed  as  waiver  of any  later
      breach.

11.8  Successors.  The  provisions of the Plan are binding on each Adopting
      Employer,  and any  successors or assigns,  and on the  Participants,
      their Beneficiaries, heirs, and personal representatives.

11.9  Governing  Law. The Plan shall be construed  in  accordance  with and
      governed by the rules of Federal law applicable to unfunded  deferred
      compensation  plans  provided  to a select  groups of  management  or
      highly  compensated  employees,  within the meaning of the applicable
      provisions of ERISA; provided, however, if any matter is deemed, by a
      court  of  competent  jurisdiction,  not  to  be  preempted  by  such
      applicable  federal  law,  then such  matter  shall be  construed  in
      accordance with and governed by the law of the state of New York.

11.10 Amendment or  Termination.  This Plan may be amended or terminated at
      any time by the Company, acting through the Board; provided, however,
      that (i) no such amendment or termination  shall reduce or subject to
      forfeiture any amount  previously  credited to any Participant  under
      the  Plan,  and (ii)  following  or in  connection  with a Change  of
      Control or  following  the  request of a  potential  acquirer  of the
      Company,  no  amendment  to Article X or to Section  7.1(b)  shall be
      effective with regard to any Participant or a Participant's  Deferral
      Account  except  upon the  written  consent of such  Participant.  In
      addition,  without  amendment to the Plan,  the Board may provide for
      the  payment of  deferred  compensation  under the Plan that it is in
      addition to the Eligible  Compensation  electively deferred under the
      Plan.

11.11 Notice   Provision.   Each  Participant   shall  be  responsible  for
      furnishing  the Committee with the current and proper address for the
      mailing of notices  and  delivery of  agreements  and  payments.  Any
      notice  required or  permitted  to be given shall be deemed  given if
      directed to the person to whom  addressed  at such address and mailed
      by regular United States mail,  first-class and prepaid.  If any item
      mailed to such address is returned as undeliverable to the addressee,
      mailing will be suspended until the Participant  furnishes the proper
      address.

                                ARTICLE XII
                                 SIGNATURE

To record the adoption of this Plan by the Company and its  subsidiaries or
affiliates  participating  therein,  the Company has caused this Plan to be
executed by its duly authorized corporate officers,  and its corporate seal
to be hereunto affixed, effective as of the first day of January 1, 1999.

                               Loews Cineplex Entertainment Corporation



                               By:
                                  -------------------------------------
                                   Authorized Officer

[Seal]



Attest:



-----------------------------
Secretary