EX-4.5



 Exhibit 4.5 
 [Form of Note] 
 Unless this certificate is presented by an authorized
representative of the Depository Trust Company, a New York Corporation (the “Depository”), to Loews Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of the Depository (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depository).
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 

LOEWS CORPORATION 

4.125% SENIOR NOTE DUE 2043 
  

			
		  	CUSIP 540424 AR9
		
	No. 1	  	US$500,000,000

 LOEWS CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the
“Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assignees, the principal sum of Five Hundred Million
Dollars ($500,000,000) on May 15, 2043, and to pay interest thereon from May 7, 2013, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 of
each year, commencing November 15, 2013, at the rate of 4.125% per annum, until the principal hereof becomes due and payable, and at such rate on any overdue principal and (to the extent that the payment of such interest shall be legally
enforceable) on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Debt Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest payment, which shall be the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date by virtue of his having been such Holder, and may either be paid to the
Person in whose name this Debt Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Debt Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debt Securities of
this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 







 Payment of the principal of (and premium, if any) and interest on this Debt Security will be
made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest and premium, if any, on, all Debt Securities represented in the form
of a Global Security and all other Debt Securities the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent; provided further, however, that if this Debt Security ceases to be represented
in the form of a Global Security, subject to the preceding proviso, at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

 Unless the certificate of authentication herein has been duly executed by the Trustee referred to herein by manual signature,
this Debt Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 This
security is one of a duly authorized issue of securities of the Company (the “Debt Securities”), issued or to be issued in one or more series under an indenture dated as of March 1, 1986 (as amended and supplemented by the first
supplemental indenture dated as of March 30, 1993, and the second supplemental indenture dated as of February 18, 1997, the “Indenture”), between the Company and The Bank of New York Mellon, as successor trustee to JPMorgan Chase
Bank. N.A. (formerly The Chase Manhattan Bank (National Association)), as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture). Pursuant to Section 202 of the Indenture, this series of Debt Securities
is issued under resolutions of a securities committee authorized by the Board of Directors of the Company to determine the terms of this series of Debt Securities, setting forth such terms, adopted May 2, 2013 (the “Securities Committee
Resolutions”) to which Indenture and Securities Committee Resolutions reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Debt Securities and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Debt Security is one of the series designated on the face hereof. 

The initial Debt Securities of this series issued on May 7, 2013 (and any Debt Securities of such series issued in exchange
therefor) and any additional Debt Securities of such series issued upon a further reopening of the Securities in accordance with the Indenture (and any Debt Securities of such series issued in exchange therefor) will be treated as a single class for
all purposes under the Indenture. 
 The Company may redeem the Debt Securities of this series prior to November 15, 2042,
in whole or in part, at a redemption price, calculated by the Company, equal to the greater of: 
 (1) 100% of the
principal amount of the Debt Securities being redeemed and 
 (2) the sum of the present values of the remaining scheduled
payments of the principal and interest (other than interest accruing to the date of redemption) on the Debt Securities being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 20 basis points. 

  
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 The Company may redeem the Debt Securities of this series on or after November 15,
2042, in whole or in part, at a redemption price, calculated by the Company, equal to 100% of the principal amount thereof. 

In each case, the Company will pay accrued interest on the principal amount of the Debt Securities being redeemed to the redemption date.

 “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the Debt Securities being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new
issues of corporate notes of comparable maturity to the remaining term of each of the Debt Securities being redeemed. 

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of five Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

 “Independent Investment Banker” means one of the Reference Treasury Dealers that the Company appoints to act as the
Independent Investment Banker from time to time. 
 “Reference Treasury Dealer” means (1) each of Barclays
Capital Inc. and J.P. Morgan Securities LLC and, in each case, their respective successors; provided, however, that if either of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary
Treasury Dealer”), the Company will appoint another primary Treasury Dealer as a substitute and (2) any other Primary Treasury Dealers selected by the Company. 
 “Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third business day preceding the redemption
date for the Debt Securities of this series being redeemed. 
 “Treasury Rate” means, with respect to any redemption
date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided however that, if no maturity is within three months before or after the Remaining Life of the Debt Securities to be redeemed, yields for the
two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or
(2) if such release (or any successor release) is 

  
 3 








 
not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day
preceding the redemption date. 
 If the Company elects to redeem less than all of the Debt Securities, then the Trustee will
select the particular Debt Securities or portions thereof equal to $2,000 or any integral multiple of $1,000 in excess thereof to be redeemed in a manner it deems appropriate and fair. However, so long as notes are held in the name of
Cede & Co., then such selection shall be made in accordance with the operating procedures of the Depository. 
 If an
Event of Default with respect to the Debt Securities of this series shall have occurred and be continuing, the principal of all the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the
Indenture. 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the Debt Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount of the outstanding Debt Securities to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Debt Securities of any series at the time outstanding, on
behalf of the Holders of all the Debt Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Debt Security shall be conclusive and binding upon such Holder and upon all future Holders of this Debt Security and of any Debt Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waive is made upon this Debt Security. 
 Holders of Debt Securities may not enforce
their rights pursuant to the Indenture or the Debt Securities except as provided in the Indenture. No reference herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Debt Security at the time, place and rate, and in the coin or currency, herein prescribed. 

The Debt Securities of this series are issuable in registered form without coupons in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debt Securities of this series are exchangeable for a like aggregate principal amount of Debt Securities of this series of different
authorized denominations, as requested by the Holder surrendering the same. 
 As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Debt Security is registrable on the Security Register of the Company, upon surrender of this Debt Security for registration of transfer at the office or agency of the Company in the Borough
of Manhattan, the City and State of New York, duly endorsed by, or accompanied by a written 

  
 4 








 
instrument of transfer in form satisfactory to the Company, the Security Registrar and the Trustee duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Debt Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of
a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 This Debt Security is in the
form of a Global Security as provided in the Indenture. If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository for this Debt Security or if at any time the Depository for this series shall no
longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depository with respect to this Debt Security. If a successor Depository
for this Debt Security is not appointed by the Company within 90 days after the Company receives notice or becomes aware of such ineligibility, the Company will execute, and the Trustee or its agent, upon receipt of a Company Request for the
authentication and delivery of certificates representing Debt Securities of this series in exchange for this Debt Security, will authenticate and deliver, certificates representing Debt Securities of this series of like tenor and terms in an
aggregate principal amount equal to the principal amount of this Debt Security in exchange for this Debt Security. 
 The
Company may at any time and in its sole discretion determine that this Debt Security or portion hereof shall no longer be represented in the form of a Global Security. In such event the Company will execute, and the Trustee, upon receipt of a
Company Request for the authentication and delivery of certificates representing Debt Securities of this series in exchange in whole or in part for this Debt Security, will authenticate and deliver certificates representing Debt Securities of this
series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of this Debt Security or portion hereof in exchange for this Debt Security. 

If specified by the Company pursuant to the Indenture with respect to this Debt Security, the Depository may surrender this Debt Security
in exchange in whole or in part for certificates representing Debt Securities of this series of like tenor and terms in definitive form on such terms as are acceptable to the Company and the Depository. Thereupon the Company shall execute, and the
Trustee or its agent shall authenticate and deliver, without a service charge, (1) to each Holder specified by the Security Registrar or the Depository a certificate or certificates representing Debt Securities of this series of like tenor and
terms and of any authorized denomination as requested by such person in an aggregate principal amount equal to and in exchange for such Holder’s beneficial interest as specified by the Security Registrar or the Depository in this Debt Security;
and (2) to the Depository a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Debt Security and the aggregate principal amount of
certificates representing Debt Securities delivered to Holders thereof. 
 Prior to due presentment of this Debt Security for
registration or transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debt Security is registered as the owner hereof for all purposes, whether or not this Debt Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

  
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 No recourse shall be had for the payment of the principal or of interest on this Debt
Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future,
of the Company or of any successor corporation, whether by virtue of any constitution, statue or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liabilities being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released. 
 The Debt Securities of this series are subject to
defeasance at the option of the Company as provided in the Indenture. 
 This Debt Security shall be governed by and construed
in accordance with the laws of the State of New York. 
 All terms used in this Debt Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal. 
  

					
	Dated: May 7, 2013	 	LOEWS CORPORATION
			
		 	By	 	  

			
	[SEAL]	 		 	
		
		 	Attest:
			
		 	By	 	  



  

[Signature Page to 2043 Global Note] 








 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. 

Dated: May 7, 2013 
  

			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By	 	  

		 	Authorized Officer



  

[Signature Page to 2043 Global Note] 








   
 ABBREVIATIONS 
 The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

					
	 TEN COM – as tenants in common

TEN ENT – as tenants by the entireties
 JT TEN – as joint tenants with right of survivorship and not as tenants in common
  

	 UNIF GIFT MIN ACT –
	 	                        Custodian  
                      	 	
		 	    (Cust)                        
  (Minor)	 	
		 	Under Uniform Gifts to Minors Act	 	


					
			
		 	  
	 	
		 	(State)	 	

 Additional abbreviations may also be used though not in the above list. 

 
  
 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 
 PLEASE INSERT
SOCIAL SECURITY OR 
 OTHER IDENTIFYING NUMBER OR ASSIGNEE 
  

					
	 	  		  	
	 	  	 	  	

 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE 

 
  
 the within Security and all rights thereunder, hereby irrevocably constituting and appointing
                     attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. 

Dated: 
  

	
	  

	Signature








 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.