Unassociated Document


    Exhibit
      10.1

    EXECUTION
      VERSION

     

    Loews
      Corporation

    


    15,000,000
      Shares

    Carolina
      Group Stock

    ($0.01
      par value)

    Underwriting
      Agreement

     

    New
      York,
      New York

    May
      10,
      2006

    UBS
      Securities LLC

    


    As
      Representatives of the several Underwriters, 

     

    c/o
      UBS
      Securities LLC

    299
      Park
      Avenue

    New
      York,
      New York 10171

    


    


     

    Ladies
      and Gentlemen:

     

    Loews
      Corporation, a corporation organized under the laws of Delaware (the “Company”),
      proposes to sell to the several underwriters named in Schedule II hereto (the
      “Underwriters”), for whom you (the “Representatives”) are acting as
      representatives, 15,000,000 shares of Carolina Group Stock, $0.01 par value
      (“Carolina Group Stock”) of the Company (said shares to be issued and sold by
      the Company being hereinafter called the “Securities”). To the extent there are
      no additional Underwriters listed on Schedule II other than you, the term
      Representatives as used herein shall mean you, as Underwriters, and the terms
      Representatives and Underwriters shall mean either the singular or plural as
      the
      context requires. Any reference herein to the Registration Statement, the Basic
      Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall
      be
      deemed to refer to and include the documents incorporated by reference therein
      pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on
      or
      before the Effective Date of the Registration Statement or the issue date of
      the
      Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus,
      as
      the case may be; and any reference herein to the terms “amend”, “amendment” or
“supplement” with respect to the Registration Statement, the Basic Prospectus,
      any Preliminary Final Prospectus or the Final Prospectus shall be deemed to
      refer to and include the filing of any document under the Exchange Act after
      the
      Effective Date of the Registration Statement, or the issue date of the Basic
      Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the
      case may be, deemed to be incorporated therein by reference. Certain terms
      used
      herein are defined in Section 20 hereof.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2


     

    1.
      Representations
      and Warranties.
      The
      Company represents and warrants to, and agrees with, each Underwriter as set
      forth below in this Section 1.

     

    (a)
      The
      Company meets the requirements for use of Form S-3 under the Act and has
      prepared and filed with the Commission an automatic shelf registration
      statement, as defined in Rule 405 (the file number of which is set forth in
      Schedule I hereto) on Form S-3, including a related basic prospectus, for
      registration under the Act of the offering and sale of the Securities. Such
      Registration Statement, including any amendments thereto filed prior to the
      Execution Time, became effective upon filing. The Company may have filed with
      the Commission, as part of an amendment to the Registration Statement or
      pursuant to Rule 424(b), one or more Preliminary Final Prospectuses, each of
      which has previously been furnished to you. The Company will file with the
      Commission a final prospectus supplement relating to the Securities in
      accordance with Rule 424(b). As filed, such final prospectus supplement shall
      contain all information required by the Act and the rules thereunder, and,
      except to the extent the Representatives shall agree in writing to a
      modification, shall be in all substantive respects in the form furnished to
      you
      prior to the Execution Time or, to the extent not completed at the Execution
      Time, shall contain only such specific additional information and other changes
      (beyond that contained in the Basic Prospectus and any Preliminary Final
      Prospectus) as the Company has advised you, prior to the Execution Time, will
      be
      included or made therein. The Registration Statement, at the Execution Time,
      meets the requirements set forth in Rule 415(a)(1)(x).

     

    (b)
      On
      the
      Effective Date, the Registration Statement did or will, and when the Final
      Prospectus is first filed (if required) in accordance with Rule 424(b) and
      on the Closing Date (as defined herein), the Final Prospectus (and any
      supplement thereto) will, comply in all material respects with the applicable
      requirements of the Act and the Exchange Act and the respective rules
      thereunder; on the Effective Date and at the Execution Time, the Registration
      Statement did not contain any untrue statement of a material fact or omit to
      state any material fact required to be stated therein or necessary in order
      to
      make the statements therein not misleading; and on the date of any filing
      pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together
      with any supplement thereto) will not, include any untrue statement of a
      material fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading; provided,
      however,
      that
      the Company makes no representations or warranties as to the information
      contained in or omitted from the Registration Statement or the Final Prospectus
      (or any supplement thereto) in reliance upon and in conformity with information
      furnished in writing to the Company by or on behalf of any Underwriter through
      the Representatives specifically for inclusion in the Registration Statement
      or
      the Final Prospectus (or any supplement thereto), it being understood and agreed
      that the only such information furnished by or on behalf of any Underwriters
      consists of the information described as such in Section 8 hereof.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     3


     

    (c)
      The
      Disclosure Package, when taken together as a whole, does not contain any untrue
      statement of a material fact or omit to state any material fact necessary in
      order to make the statements therein, in the light of the circumstances under
      which they were made, not misleading. The preceding sentence does not apply
      to
      statements in or omissions from the Disclosure Package based upon and in
      conformity with written information furnished to the Company by any Underwriter
      through the Representatives specifically for use therein, it being understood
      and agreed that the only such information furnished by or on behalf of any
      Underwriter consists of the information described as such in Section 8
      hereof.

     

    (d)
      (i)
      At
      the time of filing the Registration Statement, (ii) at the time of the most
      recent amendment thereto for the purposes of complying with Section 10(a)(3)
      of
      the Act (whether such amendment was by post-effective amendment, incorporated
      report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of
      prospectus), (iii) at the time the Company or any person acting on its behalf
      (within the meaning, for this clause only, of Rule 163(c)) made any offer
      relating to the Securities in reliance on the exemption in Rule 163, the Company
      was a “well-known seasoned issuer” as defined in Rule 405. The Company agrees to
      pay the fees required by the Commission relating to the Securities within the
      time required by Rule 456(b)(1) without regard to the proviso therein relating
      to the four-business day extension to the payment deadline and otherwise in
      accordance with Rules 456(b) and 457(r). 

     

    (e)
      (i)
      At
      the earliest time after the filing of the Registration Statement that the
      Company or another offering participant made a bona
      fide
      offer
      (within the meaning of Rule 164(h)(2)) relating to the Securities, the Company
      was not and is not an Ineligible Issuer (as defined in Rule 405), without taking
      account of any determination by the Commission pursuant to Rule 405 that it
      is
      not necessary that the Company be considered an Ineligible Issuer.

     

    (f)
      Each
      Issuer Free Writing Prospectus does not include any information that conflicts
      with the information contained in the Registration Statement, including any
      document incorporated therein and any prospectus supplement deemed to be a
      part
      thereof that has not been superseded or modified. The foregoing sentence does
      not apply to statements in or omissions from the Disclosure Package based upon
      and in conformity with written information furnished to the Company by any
      Underwriter through the Representatives specifically for use therein, it being
      understood and agreed that the only such information furnished by or on behalf
      of any Underwriter consists of the information described as such in Section
      8
      hereof.

     

    (g)
      Each
      of
      the Company and its Material Subsidiaries has been duly incorporated and is
      validly existing as a corporation in good standing under the laws of the
      jurisdiction in which it is chartered or organized with full corporate power
      and
      authority to own or lease, as the case may be, and to operate its properties
      and
      conduct its business as described in the Disclosure Package and the Final
      Prospectus, and other than as could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect, is duly qualified
      to
      do 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4


     

    business
      as a foreign corporation and is in good standing under the laws of each
      jurisdiction which requires such qualification;

     

    (h)
      All
      the
      outstanding shares of capital stock of each Material Subsidiary have been duly
      and validly authorized and issued and are fully paid and nonassessable, and,
      except as otherwise set forth in the Disclosure Package and the Final
      Prospectus, all outstanding shares of capital stock of the Material Subsidiaries
      are owned by the Company either directly or through wholly owned subsidiaries
      free and clear of any security interests, claims, liens or encumbrances, except
      where the existence of any such security interest, claim, lien or encumbrance,
      could not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect;

     

    (i)
      The
      Company’s authorized equity capitalization is as set forth in the Disclosure
      Package and the Final Prospectus; the capital stock of the Company conforms
      in
      all material respects to the description thereof contained in the Disclosure
      Package and the Final Prospectus; the Securities have been duly and validly
      authorized, and, when issued and delivered to and paid for by the Underwriters
      pursuant to this Agreement, will be fully paid and nonassessable; the Securities
      are duly listed, and admitted and authorized for trading and subject to official
      notice of issuance on the New York Stock Exchange; the certificates for the
      Securities are in valid and sufficient form; the holders of outstanding shares
      of capital stock of the Company are not entitled to preemptive or other rights
      to subscribe for the Securities; and, except as set forth in the Disclosure
      Package and the Final Prospectus, no options, warrants or other rights to
      purchase, agreements or other obligations to issue, or rights to convert any
      obligations into or exchange any securities for, shares of capital stock of
      or
      ownership interests in the Company are outstanding;

     

    (j)
      There
      is
      no franchise, contract or other document of a character required to be described
      in the Registration Statement, the Disclosure Package or the Final Prospectus,
      or to be filed as an exhibit thereto, which is not described or filed as
      required; and the statements in:

     

    (1)
      the
      Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (the
“Annual Report”) under the headings “Business -- Lorillard, Inc. -- Legislation
      and Regulation,” “Business -- Lorillard, Inc. -- Federal Regulation,” “Business
      -- Lorillard, Inc. -- State and Local Regulation,” together with “Business -
      Lorillard, Inc. -- Advertising and Marketing;”

     

    (2)
      the
      Annual Report under the headings “Legal Proceedings -- Tobacco Related,” “Notes
      to Consolidated Financial Statements -- Note 20. Legal Proceedings -- Tobacco
      Related” and in Exhibit 99.01 to the Annual Report, together with the statements
      in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
      2006 (the “Quarterly Report”) under the headings “Notes to Consolidated
      Condensed Financial 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5


     

    Statements
      -- Note 12. Legal Proceedings -- Tobacco Related” and “Part II. Other
      Information. Item 1. Legal Proceedings. 2. Tobacco Related”;

     

    (3)
      the
      Basic
      Prospectus under the headings “Description of Loews Capital Stock” and
“Relationship between the Loews Group and the Carolina Group;” and 

     

    (4)
      the
      Final
      Prospectus under the heading “Certain U.S. Federal Tax
      Consequences”

     

     

    insofar
      as such statements summarize legal matters, agreements, documents or proceedings
      discussed therein, are, in all material respects, accurate summaries of such
      legal matters, agreements, documents or proceedings, taken as a whole, in the
      context provided. 

     

    (k)
      This
      Agreement has been duly authorized, executed and delivered by the Company and
      constitutes a valid and binding obligation of the Company enforceable in
      accordance with its terms (except as rights to indemnification and contribution
      hereunder may be limited by applicable law and subject, as to the enforcement
      of
      remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
      or
      other laws affecting creditors’ rights generally from time to time in effect and
      to general principles of equity, including, without limitation, concepts of
      materiality, reasonableness, good faith and fair dealing, regardless of whether
      considered in a proceeding in equity or at law).

     

    (l)
      The
      Company is not and, after giving effect to the offering and sale of the
      Securities and the application of the proceeds thereof as described in the
      Prospectus, will not be an “investment company” as defined in the Investment
      Company Act of 1940, as amended.

     

    (m)
      No
      consent, approval, authorization, filing with or order of any court or
      governmental agency or body is required to be obtained by the Company in
      connection with the transactions contemplated herein, except such as have been
      or will be obtained under the Act and the Exchange Act and such as may be
      required under the blue sky laws of any jurisdiction in connection with the
      purchase and distribution of the Securities by the Underwriters in the manner
      contemplated herein and in the Disclosure Package and the Final
      Prospectus.

     

    (n)
      Neither
      the issue and sale of the Securities nor the consummation of any other of the
      transactions herein contemplated nor the fulfillment of the terms hereof will
      conflict with, result in a breach or violation or imposition of any lien, charge
      or encumbrance upon any property or assets of the Company or any of its Material
      Subsidiaries pursuant to, (i) the charter or by-laws of the Company or any
      of
      its Material Subsidiaries, (ii) the terms of any indenture, contract, lease,
      mortgage, deed of trust, note agreement, loan agreement or other agreement,
      obligation, condition, covenant or instrument to which the Company or any of
      its


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6

     

     

    Material
      Subsidiaries is a party or bound or to which its or their property is subject,
      or (iii) any statute, law, rule, regulation, judgment, order or decree
      applicable to the Company or any of its Material Subsidiaries of any court,
      regulatory body, administrative agency, governmental body, arbitrator or other
      authority having jurisdiction over the Company or any of its Material
      Subsidiaries or any of its or their properties, except, with respect to clauses
      (ii) and (iii) above, for such conflicts, breaches, violations or impositions
      that could not, individually or in the aggregate, reasonably be expected to
      have
      a Material Adverse Effect.

     

    (o)
      No
      holders of securities of the Company have rights to the registration of such
      securities under the Registration Statement.

     

    (p)
      The
      consolidated historical financial statements of the Company and its consolidated
      subsidiaries included or incorporated by reference in the Final Prospectus,
      the
      Disclosure Package and the Registration Statement present fairly in all material
      respects the financial condition, results of operations and cash flows of the
      Company as of the dates and for the periods indicated, comply as to form with
      the applicable accounting requirements of the Act and the Exchange Act and
      have
      been prepared in conformity with generally accepted accounting principles
      applied on a consistent basis throughout the periods involved (except as
      otherwise noted therein). The selected financial data set forth under the
      caption “Selected Financial Data” in the Annual Report fairly present in all
      material respects, on the basis stated in the Annual Report, the information
      included therein. 

     

    (q)
      No
      action, suit or proceeding by or before any court or governmental agency,
      authority or body or any arbitrator involving the Company or any of its
      subsidiaries or its or their property is pending or, to the best knowledge
      of
      the Company, threatened that (i) could reasonably be expected to have a material
      adverse effect on the performance of this Agreement or the consummation of
      any
      of the transactions contemplated hereby or (ii) could reasonably be expected
      to
      have a Material Adverse Effect except, in the case of (i) and (ii), as set
      forth
      in or contemplated in the Disclosure Package and the Final Prospectus (exclusive
      of any supplement thereto).

     

    (r)
      Except
      as
      could not reasonably be expected to have a Material Adverse Effect, each of
      the
      Company and each of its Material Subsidiaries owns or leases all such properties
      as are necessary to the conduct of its operations as presently
      conducted.

     

    (s)
      Neither
      the Company nor any subsidiary is in violation or default of (i) any provision
      of its charter or bylaws, (ii) the terms of any indenture, contract, lease,
      mortgage, deed of trust, note agreement, loan agreement or other agreement,
      obligation, condition, covenant or instrument to which it is a party or bound
      or
      to which its property is subject (except in any case in which such violation
      or
      default could not reasonably be expected to have a Material Adverse Effect,
      and
      except as set forth in or contemplated in the Disclosure Package and the Final
      Prospectus (exclusive of any supplement thereto)), or (iii) any statute,


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7

    
 

    law,
      rule, regulation, judgment, order or decree of any court, regulatory body,
      administrative agency, governmental body, arbitrator or other authority having
      jurisdiction over the Company or such subsidiary or any of its properties,
      as
      applicable (except in any case in which such violation or default could not
      reasonably be expected to have a Material Adverse Effect, and except as set
      forth in or contemplated in the Disclosure Package and the Final Prospectus
      (exclusive of any supplement thereto)).

     

    (t)
      Deloitte
      & Touche LLP, who have certified certain financial statements of the Company
      and its consolidated subsidiaries and delivered their reports with respect
      to
      the audited consolidated financial statements and schedules included or
      incorporated by reference in the Disclosure Package and the Final Prospectus,
      are independent registered public accountants with respect to the Company within
      the meaning of the Act and the applicable published rules and regulations
      thereunder.

     

    (u)
      There
      are
      no transfer taxes or other similar fees or charges under Federal law or the
      laws
      of any state, or any political subdivision thereof, required to be paid by
      the
      Company in connection with the execution and delivery of this Agreement or
      the
      issuance by the Company or sale by the Company of the Securities.

     

    (v)
      Except
      as
      could not reasonably be expected to have a Material Adverse Effect, and except
      as set forth in or contemplated in the Disclosure Package and the Final
      Prospectus (exclusive of any supplement thereto), no labor problem or dispute
      with the employees of the Company or any of its Material Subsidiaries exists
      or,
      to the Company’s knowledge, is threatened or imminent, and the Company is not
      aware of any existing or imminent labor disturbance by the employees of any
      of
      its or its Material Subsidiaries’ principal suppliers, contractors or
      customers.

     

    (w)
      No
      subsidiary of the Company is currently prohibited, directly or indirectly,
      from
      paying any dividends to the Company, from making any other distribution on
      such
      subsidiary’s capital stock, from repaying to the Company any loans or advances
      to such subsidiary from the Company or from transferring any of such
      subsidiary’s property or assets to the Company or any other subsidiary of the
      Company, except as described in or contemplated by the Disclosure Package and
      the Final Prospectus.

     

    (x)
      The
      Company and its Material Subsidiaries possess all licenses, certificates,
      permits and other authorizations issued by the appropriate federal, state or
      foreign regulatory authorities necessary to conduct their respective businesses,
      except where the failure to possess such a license, certificate, permit and
      other authorization could not, individually or in the aggregate, reasonably
      be
      expected to have a Material Adverse Effect, and neither the Company nor any
      such
      subsidiary has received any notice of proceedings relating to the revocation
      or
      modification of any such certificate, authorization or permit which, singly
      or
      in the aggregate, if the subject of an unfavorable decision, ruling or finding,
      could 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8

    
 

    reasonably
      be expected to have a Material Adverse Effect, except as set forth in or
      contemplated in the Disclosure Package and the Final Prospectus (exclusive
      of
      any supplement thereto). 

     

    (y)
      Except
      as
      disclosed in the Disclosure Package and the Final Prospectus, the Company has
      not taken, directly or indirectly, any action designed to or that would
      constitute or that might reasonably be expected to cause or result in, under
      the
      Exchange Act or otherwise, stabilization or manipulation of the price of any
      security of the Company to facilitate the sale or resale of the Securities.
      

     

    (z)
      The
      Company, its Material Subsidiaries and Lorillard Tobacco Company are (i) in
      compliance with any and all applicable foreign, federal, state and local laws
      and regulations relating to the protection of human health and safety, the
      environment or hazardous or toxic substances or wastes, pollutants or
      contaminants (“Environmental Laws”), (ii) have received and are in compliance
      with all permits, licenses or other approvals required of them under applicable
      Environmental Laws to conduct their respective businesses and (iii) have not
      received notice of any actual or potential liability for the investigation
      or
      remediation of any disposal or release of hazardous or toxic substances or
      wastes, pollutants or contaminants, except where such non-compliance with
      Environmental Laws, failure to receive required permits, licenses or other
      approvals, or liability could not, individually or in the aggregate, have a
      Material Adverse Effect, and except as set forth in or contemplated in the
      Disclosure Package and the Final Prospectus (exclusive of any supplement
      thereto). 

     

    (aa)
      The
      Company and its Material Subsidiaries own, possess, license or have other rights
      to use, on reasonable terms, all patents, patent applications, trade and service
      marks, trade and service mark registrations, trade names, copyrights, licenses,
      inventions, trade secrets, technology, know-how and other intellectual property
      (collectively, the “Intellectual Property”) necessary for the conduct of the
      businesses of the Company and its Material Subsidiaries as now conducted or
      as
      proposed in the Disclosure Package and the Final Prospectus to be conducted.
      Except as could not reasonably be expected to have a Material Adverse Effect,
      to
      the Company’s knowledge: (a) there are no rights of third parties to any such
      Intellectual Property; (b) there is no material infringement by third parties
      of
      any such Intellectual Property; (c) there is no pending or, to the Company’s
      knowledge, threatened action, suit, proceeding or claim by others challenging
      the rights of the Company or any of its Material Subsidiaries in or to any
      such
      Intellectual Property, and the Company and each of its Material Subsidiaries
      is
      unaware of any facts which would form a reasonable basis for any such claim;
      (d)
      there is no pending or threatened action, suit, proceeding or claim by others
      challenging the validity or scope of any such Intellectual Property, and the
      Company and each of its Material Subsidiaries is unaware of any facts which
      would form a reasonable basis for any such claim; and (e) there is no pending
      or, to the Company’s knowledge, threatened action, suit, proceeding or claim by
      others that the Company or any of its Material Subsidiaries infringes or
      otherwise violates any patent, trademark, copyright, trade secret or other
      proprietary rights 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9


     

    of
      others, and the Company and each of its Material Subsidiaries is unaware of
      any
      other fact which would form a reasonable basis for any such claim.

     

    (bb)
      Except
      as
      disclosed in the Registration Statement, the Disclosure Package and the Final
      Prospectus, the Company does not intend to use any of the proceeds from the
      sale
      of the Securities hereunder to repay any outstanding debt owed to any affiliate
      of any of the Underwriters.

     

    (cc)
      There
      has
      been no failure in any material respect on the part of the Company and, to
      the
      Company’s knowledge, any of the Company’s directors or officers, in their
      capacities as such, to comply with any provision of the Sarbanes Oxley Act
      of
      2002 and the rules and regulations promulgated in connection therewith (the
      “Sarbanes Oxley Act”), including Section 402 related to loans and Sections 302
      and 906 related to certifications.

     

    (dd)
      Except
      as
      disclosed in the Registration Statement, the Disclosure Package and the Final
      Prospectus, the Company maintains disclosure controls and procedures (as such
      term is defined in Rule 13a-15 under the Exchange Act) that are effective in
      all
      material respects in providing reasonable assurance that information required
      to
      be disclosed by the Company in the reports that it files or submits under the
      Exchange Act is recorded, processed, summarized and reported, within the time
      periods specified in the rules and forms of the Commission, including, without
      limitation, controls and procedures designed to ensure that information required
      to be disclosed by the Company in the reports that it files or submits under
      the
      Exchange Act is accumulated and communicated to the Company’s management,
      including its principal executive officer or officers and its principal
      financial officer or officers, as appropriate to allow timely decisions
      regarding required disclosure. Except as disclosed in the Registration
      Statement, the Disclosure Package and the Final Prospectus, the Company
      maintains a system of internal control over financial reporting sufficient
      to
      provide reasonable assurance that (i) transactions are executed in
      accordance with management’s general or specific authorization;
      (ii) transactions are recorded as necessary to permit preparation of
      financial statements in conformity with GAAP and to maintain accountability
      for
      assets; (iii) access to assets is permitted only in accordance with
      management’s general or specific authorization; and (iv) the recorded
      accountability for assets is compared with existing assets at reasonable
      intervals and appropriate action is taken with respect to any
      differences.

     

    Any
      certificate signed by any officer of the Company and delivered to the
      Representatives or counsel for the Underwriters in connection with the offering
      of the Securities shall be deemed a representation and warranty by the Company,
      as to matters covered thereby, to each Underwriter.

     

    2.
      Purchase
      and Sale.
      Subject
      to the terms and conditions and in reliance upon the representations and
      warranties herein set forth, the Company agrees to sell to each Underwriter,
      and
      each Underwriter agrees, severally and not jointly, to purchase from the
      Company, at the purchase price set forth in Schedule I 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10

    
 

    hereto,
      the number of Securities set forth opposite such Underwriter’s name in Schedule
      II hereto.

     

    3.
      Delivery
      and Payment.
      Delivery
      of and payment for the Securities shall be made on the date and at the time
      specified in Schedule I hereto, or at such time on such later date not more
      than
      three Business Days after the foregoing date as the Representatives shall
      designate, which date and time may be postponed by agreement between the
      Representatives and the Company or as provided in Section 9 hereof (such date
      and time of delivery and payment for the Securities being herein called the
      “Closing Date”). Delivery of the Securities shall be made to the Representatives
      for the respective accounts of the several Underwriters against payment by
      the
      several Underwriters through the Representatives of the purchase price thereof
      to or upon the order of the Company by wire transfer payable in same-day funds
      to an account specified by the Company. Delivery of the Securities shall be
      made
      through the facilities of The Depository Trust Company unless the
      Representatives shall otherwise instruct.

     

    4.
      Offering
      by Underwriters.
      It is
      understood that the several Underwriters propose to offer the Securities for
      sale to the public as set forth in the Final Prospectus.

     

    5.
      Agreements.
      The
      Company agrees with the several Underwriters that:

     

    (a)
      Prior
      to
      the termination of the offering of the Securities, the Company will not file
      any
      amendment of the Registration Statement or supplement (including the Final
      Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless
      the Company has furnished you a copy for your review prior to filing and will
      not file any such proposed amendment or supplement to which you reasonably
      object. The Company will cause the Final Prospectus, properly completed, and
      any
      supplement thereto to be filed in a form approved by the Representatives (which
      approval shall not be unreasonably withheld) with the Commission pursuant to
      the
      applicable paragraph of Rule 424(b) (without reliance on Rule 424(b)(8)) within
      the time period therein prescribed and will provide evidence satisfactory to
      the
      Representatives of such timely filing. The Company will promptly advise the
      Representatives (1) when the Final Prospectus, and any supplement thereto,
      shall
      have been filed (if required) with the Commission pursuant to Rule 424(b),
      (2)
      when, prior to termination of the offering of the Securities, any amendment
      to
      the Registration Statement shall have been filed or become effective, (3) of
      any
      request by the Commission or its staff for any amendment of the Registration
      Statement, or for any supplement to the Final Prospectus or for any additional
      information, (4) of the issuance by the Commission of any stop order suspending
      the effectiveness of the Registration Statement or of any notice pursuant to
      Rule 401(g)(2) of the Act that would prevent its use or the institution or
      threatening of any proceeding for that purpose and (5) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      of the Securities for sale in any jurisdiction or the institution or threatening
      of any proceeding for such purpose. The Company will 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11

     

     

    use
      its
      reasonable best efforts to prevent the issuance of any such stop order or the
      occurrence of any such suspension or prevention and, upon such issuance,
      occurrence or prevention, to obtain as soon as possible the withdrawal of such
      stop order or relief from such occurrence or prevention, including, if
      necessary, by filing an amendment to the Registration Statement or a new
      registration statement and using its reasonable best efforts to have such
      amendment or new registration statement declared effective as soon as
      practicable. 

     

    (b)
      If
      there
      occurs an event or development as a result of which the Disclosure Package
      would
      include an untrue statement of a material fact or would omit to state a material
      fact necessary in order to make the statements therein, in the light of the
      circumstances then prevailing, not misleading, the Company will notify promptly
      the Representatives so that any use of the Disclosure Package may cease until
      it
      is amended or supplemented.

     

    (c)
      If,
      at
      any time when a prospectus relating to the Securities is required to be
      delivered under the Act (including in circumstances where such requirement
      may
      be satisfied pursuant to Rule 172), any event occurs as a result of which the
      Final Prospectus as then supplemented would include any untrue statement of
      a
      material fact or omit to state any material fact necessary to make the
      statements therein in the light of the circumstances under which they were
      made
      not misleading, or if it shall be necessary to amend the Registration Statement,
      file a new registration statement or supplement the Final Prospectus to comply
      with the Act or the Exchange Act or the respective rules thereunder, including
      in connection with use or delivery of the Final Prospectus, the Company promptly
      will (1) notify the Representatives of such event, (2) prepare and file with
      the
      Commission, subject to the second sentence of paragraph (a) of this Section
      5,
      an amendment or supplement or new registration statement which will correct
      such
      statement or omission or effect such compliance, (3) use its reasonable best
      efforts to have any amendment to the Registration Statement or new registration
      statement declared effective as soon as practicable in order to avoid any
      disruption in use of the Final Prospectus and (4) supply any supplemented Final
      Prospectus to you in such quantities as you may reasonably request.

     

    (d)
      As
      soon
      as practicable, the Company will make generally available to its security
      holders and to the Representatives an earnings statement or statements of the
      Company and its subsidiaries which will satisfy the provisions of
      Section 11(a) of the Act and Rule 158.

     

    (e)
      The
      Company will furnish to the Representatives and counsel for the Underwriters,
      without charge, signed copies of the Registration Statement (including exhibits
      thereto) and to each other Underwriter a copy of the Registration Statement
      (without exhibits thereto) and, so long as delivery of a prospectus by an
      Underwriter or dealer may be required by the Act (including in circumstances
      where such requirement may be satisfied pursuant to Rule 172), as many copies
      of
      each Preliminary Final Prospectus, the Final Prospectus and each Issuer Free
      Writing Prospectus and any supplement thereto as the Representatives may
      reasonably request.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     12


     

    (f)
      The
      Company will use its reasonable best efforts to arrange, if necessary, for
      the
      qualification of the Securities for sale under the laws of such jurisdictions
      as
      the Representatives may designate and will maintain such qualifications in
      effect so long as required for the distribution of the Securities; provided
      that
      in no event shall the Company be obligated to qualify to do business in any
      jurisdiction where it is not now so qualified or to take any action that would
      subject it to service of process in suits, other than those arising out of
      the
      offering or sale of the Securities, in any jurisdiction where it is not now
      so
      subject or take any action which would subject the Company to taxation in any
      jurisdiction where it is not already subject to taxation.

     

    (g)
      The
      Company agrees that, unless it obtains the prior written consent of the
      Representatives, and each Underwriter, severally and not jointly, agrees with
      the Company that, unless it obtains the prior written consent of the Company,
      it
      has not made and will not make any offer relating to the Securities that would
      constitute an Issuer Free Writing Prospectus or that would otherwise constitute
      a “free writing prospectus” (as defined in Rule 405) required to be filed by the
      Company with the Commission or retained by the Company under Rule 433; provided
      that the prior written consent of the parties hereto shall be deemed to have
      been given in respect of the Free Writing Prospectuses included in Schedule
      III
      hereto. Any such free writing prospectus consented to by the Representatives
      or
      the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.”
The Company agrees that (x) it has treated and will treat, as the case may
      be,
      each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus
      and
      (y) it has complied and will comply, as the case may be, with the requirements
      of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus,
      including in respect of timely filing with the Commission, legending and record
      keeping.

     

    (h)
      The
      Company will not, without the prior written consent of UBS Securities LLC,
      offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into
      any transaction which is designed to, or might reasonably be expected to, result
      in the disposition (whether by actual disposition or effective economic
      disposition due to cash settlement or otherwise) by the Company or any affiliate
      of the Company or any person in privity with the Company or any affiliate of
      the
      Company) directly or indirectly, including the filing (or participation in
      the
      filing) of a registration statement with the Commission in respect of, or
      establish or increase a put equivalent position or liquidate or decrease a
      call
      equivalent position within the meaning of Section 16 of the Exchange Act, any
      other shares of Carolina Group Stock or any securities convertible into, or
      exercisable, or exchangeable for, shares of Carolina Group Stock; or publicly
      announce an intention to effect any such transaction, for a period of 90 days
      after the date of the Underwriting Agreement, provided,
      however,
      that
      the Company may issue options, grant stock appreciation rights and sell Carolina
      Group Stock pursuant to any employee stock option plan, stock ownership plan
      or
      dividend reinvestment plan of the Company in effect at the Execution Time or
      as
      described in the Disclosure Package and the Final Prospectus.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13


     

    (i)
      Except
      as
      disclosed in the Disclosure Package and the Final Prospectus, the Company will
      not take, directly or indirectly, any action designed to or that would
      constitute or that might reasonably be expected to cause or result in, under
      the
      Exchange Act or otherwise, stabilization or manipulation of the price of any
      security of the Company to facilitate the sale or resale of the
      Securities.

     

    (j)
      The
      Company agrees to pay the costs and expenses relating to the following matters:
      (i) the preparation, printing or reproduction and filing with the Commission
      of
      the Registration Statement (including financial statements and exhibits
      thereto), the Basic Prospectus, each Preliminary Final Prospectus, the Final
      Prospectus and each Issuer Free Writing Prospectus, and each amendment or
      supplement to any of them; (ii) the printing (or reproduction) and delivery
      (including postage, air freight charges and charges for counting and packaging)
      of such copies of the Registration Statement, the Basic Prospectus, each
      Preliminary Final Prospectus, the Final Prospectus and each Issuer Free Writing
      Prospectus, and all amendments or supplements to any of them, as may, in each
      case, be reasonably requested for use in connection with the offering and sale
      of the Securities; (iii) the preparation, printing, authentication, issuance
      and
      delivery of certificates for the Securities, including any stamp or transfer
      taxes in connection with the original issuance and sale of the Securities;
      (iv)
      the printing (or reproduction) and delivery of this Agreement, any blue sky
      memorandum and all other agreements or documents printed (or reproduced) and
      delivered in connection with the offering of the Securities; (v) the listing
      of
      the Securities on the New York Stock Exchange; (vi) any registration or
      qualification of the Securities for offer and sale under the securities or
      blue
      sky laws of the several states (including filing fees and the reasonable fees
      and expenses of counsel, up to $5,000, for the Underwriters relating to such
      registration and qualification); (vii) any filings required to be made with
      the
      National Association of Securities Dealers, Inc. (including filing fees and
      the
      reasonable fees and expenses of counsel to the Underwriters related to such
      filings; (viii) the fees and expenses of the Company’s accountants and the fees
      and expenses of counsel (including local and special counsel) for the Company;
      and (ix) all other costs and expenses incident to the performance by the Company
      of its obligations hereunder.

     

    6.
      Conditions
      to the Obligations of the Underwriters.
      The
      obligations of the Underwriters to purchase the Securities shall be subject
      to
      the accuracy of the representations and warranties on the part of the Company
      contained herein as of the Execution Time and the Closing Date, to the accuracy
      of the statements of the Company made in any certificates pursuant to the
      provisions hereof, to the performance by the Company of its obligations
      hereunder and to the following additional conditions:

     

    (a)
      The
      Final
      Prospectus, and any supplement thereto, have been filed in the manner and within
      the time period required by Rule 424(b) (without reliance on Rule 424(b)(8));
      any other material required to be filed by the Company pursuant to Rule 433(d)
      under the Act, shall have been filed with the Commission within the applicable
      time periods prescribed for such filings by Rule 433; and no 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    14

    
 

    stop
      order suspending the effectiveness of the Registration Statement or any notice
      pursuant to Rule 401(g)(2) of the Act that would prevent its use shall have
      been
      issued and no proceedings for that purpose shall have been instituted or, to
      the
      Company’s knowledge, threatened.

     

    (b)
      The
      Company shall have requested and caused Skadden, Arps, Slate, Meagher &
Flom, LLP, counsel for the Company, to have furnished to the Representatives
      their opinion and letter, in each case dated the Closing Date and addressed
      to
      the Representatives, in the forms of Exhibit B and Exhibit C,
      respectively.

     

     

    In
      rendering such opinion, such counsel may rely (A) as to matters involving
      the application of laws of any jurisdiction other than the state of New York,
      the General Corporation Law of Delaware or the Federal laws of the United
      States, to the extent they deem proper and specified in such opinion, upon
      the
      opinion of other counsel of good standing whom they believe to be reliable
      and
      who are satisfactory to counsel for the Underwriters; and (B) as to matters
      of fact, to the extent they deem proper, on certificates of responsible officers
      of the Company and public officials. Such opinion may contain customary
      assumptions, exceptions, limitations, qualifications and comments. In addition,
      such opinion may contain statements to the effect that: (A) such counsel is
      expressing no opinion regarding, nor is such counsel predicting or guaranteeing,
      the outcome of any tobacco-related product liability case, and (B) such counsel
      is expressing no opinion regarding the effect of the outcome, whether financial
      or otherwise, of any tobacco-related product liability case on the Company
      or
      the Carolina Group Stock. 

     

    (c)
      The
      Company shall have requested and caused Gary W. Garson, general counsel for
      Loews Corporation, to have furnished his opinion, dated the Closing Date and
      addressed to the Representatives, to the effect that: 

     

    (i)
      the
      Company is duly qualified to do business as a foreign corporation and is in
      good
      standing under the laws of each jurisdiction which requires such qualification,
      except where the failure to be so qualified could not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse
      Effect;

     

    (ii)
      each
      of
      the Material Subsidiaries is validly existing as a corporation or a limited
      liability company, as the case may be, in good standing under the laws of the
      jurisdiction in which it is chartered or organized, with the requisite power
      and
      authority to own or lease, as the case may be, and to operate its properties
      and
      conduct its business as described in the Disclosure Package and the Final
      Prospectus, and is duly qualified to do business as a foreign corporation or
      limited liability company and is in good standing under the laws of each
      jurisdiction which requires such qualification, except where the failure to
      be
      so qualified 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    15

    
 

    could
      not, individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect;

     

    (iii)
      all
      the
      outstanding shares of capital stock of, or other ownership interests in, each
      Material Subsidiary and each Carolina Group Company have been duly and validly
      authorized and issued and, with respect to the shares of capital stock of such
      Material Subsidiaries that are corporations, are fully paid and nonassessable,
      and, except as otherwise set forth in the Disclosure Package and the Final
      Prospectus, all outstanding shares of capital stock of or other ownership
      interests in, the Material Subsidiaries are owned by the Company either directly
      or through wholly owned subsidiaries free and clear of any perfected security
      interest and, to the knowledge of such counsel, after due inquiry, any other
      security interest, claim, lien or encumbrance;

     

    (iv)
      except
      as
      set forth in the Disclosure Package and the Final Prospectus and to the
      knowledge of such counsel, no options, warrants, preemptive rights or other
      rights to purchase, agreements or other obligations to issue, or rights to
      convert any obligations into or exchange any securities for, shares of Carolina
      Group Stock are outstanding;

     

    (v)
      to
      the
      knowledge of such counsel, there is no pending or threatened action, suit or
      proceeding by or before any court or governmental agency, authority or body
      or
      any arbitrator involving the Company or any of its subsidiaries or its or their
      property of a character required to be disclosed in the Registration Statement
      which is not adequately disclosed in the Disclosure Package and the Final
      Prospectus, and there is no franchise, contract or other document of a character
      required to be described in the Registration Statement or Final Prospectus,
      or
      to be filed as an exhibit thereto, which is not described or filed as
      required;

     

    (vi)
      neither
      the issue and sale of the Securities, nor the consummation of any other of
      the
      transactions herein contemplated nor the fulfillment of the terms hereof will
      conflict with, result in a breach or violation of or imposition of any lien,
      charge or encumbrance upon any property or assets of the Company or its Material
      Subsidiaries pursuant to, (i) the charter or by-laws of the Company or its
      Material Subsidiaries, (ii) the terms of any indenture, contract, lease,
      mortgage, deed of trust, note agreement, loan agreement or other agreement,
      obligation, condition, covenant or instrument to which the Company or any of
      its
      Material Subsidiaries is a party or bound or to which its or their property
      is
      subject, or (iii) any statute, law, rule, regulation, judgment, order or decree
      applicable to the Company or its Material Subsidiaries of any court, regulatory
      body, administrative agency, governmental body, arbitrator or other authority
      having jurisdiction over the Company or its Material Subsidiaries or any of
      its
      or their properties, except, with respect to clauses (ii) and (iii) above,
      for
      such conflicts, breaches, violations or impositions 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    16

    
 

    that
      could not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect; 

     

    (vii)
      to
      the
      knowledge of such counsel, no holders of securities of the Company have rights
      to the registration of such securities under the Registration Statement;


     

    (viii)
      although
      he has not independently verified the accuracy, completeness or fairness of
      the
      statements made or included in the Registration Statement or the Final
      Prospectus and takes no responsibility therefor, such counsel has no reason
      to
      believe that on the Effective Date the Registration Statement contained any
      untrue statement of a material fact or omitted to state any material fact
      required to be stated therein or necessary to make the statements therein not
      misleading, or that the Final Prospectus as of its date or on the Closing Date
      included or includes any untrue statement of a material fact or omitted or
      omits
      to state a material fact necessary to make the statements therein, in the light
      of the circumstances under which they were made, not misleading (in each case,
      other than the financial statements and other financial information contained
      therein, as to which such counsel need express no opinion); 

     

    (ix)
      although
      he has not independently verified the accuracy, completeness or fairness of
      the
      statements made or included in the Disclosure Package and takes no
      responsibility therefor, such counsel has no reason to believe that the
      documents specified in a schedule to such counsel’s letter, consisting of those
      included in the Disclosure Package, when taken together as a whole, contained
      any untrue statement of a material fact or omitted to state any material fact
      necessary in order to make the statements therein, in the light of circumstances
      under which they were made, not misleading; and

     

    (x)
      no
      consent, approval, authorization, filing with or order of any court or
      governmental agency or body is required in connection with the performance
      by
      the Company of its obligations under this Agreement, except such as have been
      obtained under the Act and such as may be required to be obtained by the Company
      under the blue sky laws of any jurisdiction in connection with the purchase
      and
      distribution of the Securities by the Underwriters in the manner contemplated
      in
      this Agreement and in the Preliminary Prospectus and the Final Prospectus and
      such other approvals (specified in such opinion) as have been
      obtained.

     

     

    In
      rendering such opinion, such counsel may rely (A) as to matters involving the
      application of laws of any jurisdiction other than the State of New York, the
      General Corporate Law of Delaware or the Federal laws of the United States,
      to
      the extent he deems proper and specified in such opinion, upon the opinion
      of
      other counsel of good standing whom he believes to be reliable and who are
      satisfactory to counsel for the 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    17

     

     

    Underwriters,
      (B) as to matters of fact, to the extent he deems proper, on certificates of
      responsible officers of the Company and public officials and (C) as to opinions
      involving the Material Subsidiaries, on opinions of the counsels of those
      Material Subsidiaries. Such opinion may contain customary assumptions,
      exceptions, limitations, qualifications and comments. In addition, such opinion
      may contain statements to the effect that: (A) such counsel is expressing no
      opinion regarding, nor is such counsel predicting or guaranteeing, the outcome
      of any tobacco-related product liability case or insurance-related case, and
      (B)
      such counsel is expressing no opinion regarding the effect of the outcome,
      whether financial or otherwise, of any tobacco-related product liability case
      or
      insurance-related case on the Company or the Carolina Group Stock. References
      to
      the Final Prospectus in this paragraph (c) include any supplements thereto
      at
      the Closing Date.

     

    (d)
      The
      Company shall have requested and caused Ronald S. Milstein, general counsel
      for
      Lorillard Tobacco Company, to have furnished his opinion, dated the Closing
      Date
      and addressed to the Representatives in the form of Exhibit D.

     

    (e)
      The
      Company shall have requested and caused Shook, Hardy & Bacon LLP, litigation
      counsel for Lorillard Tobacco Company, to have furnished their opinion, dated
      the Closing Date and addressed to the Representatives in the form of Exhibit
      E
      hereto.

     

    (f)
      The
      Company shall have requested and caused Thompson Coburn LLP, litigation counsel
      for Lorillard Tobacco Company, to have furnished their opinion, dated the
      Closing Date and addressed to the Representatives in the form of Exhibit
      F.

     

    (g)
      The
      Company shall have requested and caused Greenberg Traurig LLP, litigation
      counsel for Lorillard Tobacco Company, to have furnished their opinion, dated
      the Closing Date and addressed to the Representatives in the form of Exhibit
      G.

     

    (h)
      The
      Representatives shall have received from Cravath, Swaine & Moore LLP,
      counsel for the Underwriters, such opinion or opinions, dated the Closing Date
      and addressed to the Representatives, with respect to the issuance and sale
      of
      the Securities, the Registration Statement, the Disclosure Package, the Final
      Prospectus (together with any supplement thereto) and other related matters
      as
      the Representatives may reasonably require, and the Company shall have furnished
      to such counsel such documents as they reasonably request for the purpose of
      enabling them to pass upon such matters.

     

    (i)
      The
      Company shall have furnished to the Representatives a certificate of the
      Company, signed by the Chairman of the Board or the Chief Executive Officer
      and
      the principal financial or accounting officer of the Company, dated the Closing
      Date, to the effect that the signers of such certificate have carefully


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    18

    
 

    examined
      the Registration Statement, the Final Prospectus, the Disclosure Package and
      any
      supplements or amendments thereto and this Agreement and that:

     

    (i)
      the
      representations and warranties of the Company in this Agreement are true and
      correct in all material respects on and as of the Closing Date with the same
      effect as if made on the Closing Date, provided,
      however,
      that if
      any such representation or warranty is already qualified by materiality, such
      representation or warranty as so qualified is true and correct in all respects
      on and as of the Closing Date, and the Company has complied with all the
      agreements and satisfied all the conditions on its part to be performed or
      satisfied at or prior to the Closing Date;

     

    (ii)
      no
      stop
      order suspending the effectiveness of the Registration Statement or any notice
      pursuant to Rule 401(g)(2) of the Act that would prevent its use has been issued
      and no proceedings for that purpose have been instituted or, to the Company’s
      knowledge, threatened; and

     

    (iii)
      since
      the
      date of the most recent financial statements included or incorporated by
      reference in the Final Prospectus (exclusive of any supplement thereto), there
      has been no Material Adverse Effect, except as set forth in or contemplated
      in
      the Disclosure Package and the Final Prospectus (exclusive of any supplement
      thereto).

     

    (j)
      Lorillard
      Tobacco Company shall have furnished to the Representatives a certificate of
      Lorillard Tobacco Company, signed by the Chairman of the Board or the Chief
      Executive Officer and the principal financial or accounting officer of Lorillard
      Tobacco Company, dated the Closing Date, to the effect that the signers of
      such
      certificate have carefully examined the Registration Statement, the Final
      Prospectus, the Disclosure Package and any supplements or amendments thereto
      and
      this Agreement and that since the date of the most recent financial statements
      included or incorporated by reference in the Final Prospectus (exclusive of
      any
      supplement thereto), there has been no material adverse effect on the financial
      condition, earnings, business or properties associated with the Carolina Group,
      whether or not arising from transactions in the ordinary course of business,
      except as set forth in or contemplated in the Disclosure Package and the Final
      Prospectus (exclusive of any supplement thereto).

     

    (k)
      The
      Company shall have requested and caused Deloitte & Touche LLP to have
      furnished to the Representatives, at the Execution Time and at the Closing
      Date,
      letters, dated respectively as of the Execution Time and as of the Closing
      Date,
      in form and substance satisfactory to the Representatives, confirming that
      they
      are independent registered public accountants with respect to the Company within
      the meaning of the Act and the Exchange Act and the respective applicable rules
      and regulations adopted by the Commission thereunder, and stating in effect
      that:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    19


     

    (i)
      in
      their
      opinion the audited financial statements and financial statement schedules
      included or incorporated by reference in the Registration Statement, the
      Disclosure Package and the Final Prospectus and reported on by them comply
      as to
      form in all material respects with the applicable accounting requirements of
      the
      Act and the Exchange Act and the related rules and regulations adopted by the
      Commission;

     

    (ii)
      on
      the
      basis of a reading of the latest unaudited financial statements made available
      by the Company and its subsidiaries; their limited review, in accordance with
      standards established under Statement on Auditing Standards No. 100, of the
      unaudited interim financial information for the three-month period ended March
      31, 2006 and as at March 31, 2006 carrying out certain specified procedures
      (but
      not an examination in accordance with generally accepted auditing standards)
      which would not necessarily reveal matters of significance with respect to
      the
      comments set forth in such letter; a reading of the minutes of the meetings
      of
      the shareholders, directors and executive and audit committees of the Company
      and its significant subsidiaries; and inquiries of certain officials of the
      Company who have responsibility for financial and accounting matters of the
      Company and its subsidiaries as to transactions and events subsequent to
      December 31, 2005, nothing came to their attention which caused them to believe
      that:

     

    (1)
      any
      unaudited financial statements included or incorporated by reference in the
      Registration Statement and the Final Prospectus do not comply as to form in
      all
      material respects with applicable accounting requirements of the Act and with
      the related rules and regulations adopted by the Commission with respect to
      financial statements included or incorporated by reference in quarterly reports
      on Form 10-Q under the Exchange Act; and said unaudited financial statements
      are
      not in conformity with generally accepted accounting principles applied on
      a
      basis substantially consistent with that of the audited financial statements
      included or incorporated by reference in the Registration Statement and the
      Final Prospectus; 

     

    (2)
      with
      respect to the period subsequent to March 31, 2006, there were any changes,
      at a
      specified date not more than five days prior to the date of the letter, in
      the
      long-term debt of the Company and its subsidiaries or of the Carolina Group
      or
      capital stock of the Company or decreases in the stockholders’ equity of the
      Company or decreases in the combined attributed net assets of the Carolina
      Group
      as compared with the corresponding amounts shown on the March 31, 2006 balance
      sheets included or incorporated by reference in the Registration Statement
      and
      the Final Prospectus, or for the period from April 1, 2006 to such
      specified date there were any decreases, as compared with the

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    20

    
 

    corresponding
      period in the preceding year in net income of the Company and its subsidiaries
      or of the Carolina Group or in operating income of the Company and its
      subsidiaries or of the Carolina Group, in each case, on either a total or per
      share basis, except in all instances for changes or decreases set forth in
      such
      letter, in which case the letter shall be accompanied by an explanation by
      the
      Company as to the significance thereof unless said explanation is not deemed
      necessary by the Representatives; 

     

    (3)
      the
      information included or incorporated by reference in the Registration Statement
      and Final Prospectus in response to Regulation S-K, Item 301 (Selected Financial
      Data), Item 302 (Supplementary Financial Information) and Item 402 (Executive
      Compensation) is not in conformity with the applicable disclosure requirements
      of Regulation S-K;

     

    (iii)
      they
      have
      performed certain other specified procedures as a result of which they
      determined that certain information of an accounting, financial or statistical
      nature (which is limited to accounting, financial or statistical information
      derived from the general accounting records of the Company and its subsidiaries)
      set forth or incorporated by reference in the Registration Statement and the
      Final Prospectus and in Exhibit 12 to the Registration Statement agrees with
      the
      accounting records of the Company and its subsidiaries, excluding any questions
      of legal interpretation.

     

     

    References
      to the Final Prospectus in this paragraph (k) include any supplement thereto
      at
      the date of the letter.

     

    (l)
      Subsequent
      to the Execution Time or, if earlier, the dates as of which information is
      given
      in the Registration Statement (exclusive of any amendment thereof) and the
      Final
      Prospectus (exclusive of any supplement thereto), there shall not have been
      (i)
      any change or decrease specified in the letter or letters referred to in
      paragraph (k) of this Section 6 or (ii) any change, or any development involving
      a prospective change, in or affecting the financial condition, earnings,
      business or properties of the Company and its subsidiaries, taken as a whole,
      or
      the Carolina Group, whether or not arising from transactions in the ordinary
      course of business, except as set forth in or contemplated in the Disclosure
      Package and the Final Prospectus (exclusive of any supplement thereto) the
      effect of which, in any case referred to in clause (i) or (ii) above, is, in
      the
      sole judgment of the Representatives, so material and adverse as to make it
      impractical or inadvisable to proceed with the offering or delivery of the
      Securities as contemplated by the Registration Statement (exclusive of any
      amendment thereof), the Disclosure Package and the Final Prospectus (exclusive
      of any supplement thereto).

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    21

    


     

    (m)
      Prior
      to
      the Closing Date, the Company shall have furnished to the Representatives such
      further information, certificates and documents as the Representatives may
      reasonably request.

     

    (n)
      Subsequent
      to the Execution Time, there shall not have been any decrease in the rating
      of
      any of the Company’s debt securities by any “nationally recognized statistical
      rating organization” (as defined for purposes of Rule 436(g) under the Act) or
      any notice given of any intended or potential decrease in any such rating or
      of
      a possible change in any such rating that does not indicate the direction of
      the
      possible change.

     

    (o)
      Subject
      to official notice of issuance, the Securities shall have been listed and
      admitted and authorized for trading on the New York Stock Exchange, and
      satisfactory evidence of such actions shall have been provided to the
      Representatives.

     

    (p)
      At
      the
      Execution Time, the Company shall have furnished to the Representatives a letter
      substantially in the form of Exhibit A hereto from each executive officer and
      director of the Company addressed to the Representatives.

     

    If
      any of
      the conditions specified in this Section 6 shall not have been fulfilled in
      all
      material respects when and as provided in this Agreement, or if any of the
      opinions and certificates mentioned above or elsewhere in this Agreement shall
      not be in all material respects reasonably satisfactory in form and substance
      to
      the Representatives and counsel for the Underwriters, this Agreement and all
      obligations of the Underwriters hereunder may be canceled at, or at any time
      prior to, the Closing Date by the Representatives. Notice of such cancellation
      shall be given to the Company in writing or by telephone or facsimile confirmed
      in writing.

     

    The
      documents required to be delivered by this Section 6 shall be delivered at
      the
      offices of Cravath, Swaine & Moore LLP, counsel for the Underwriters, at 825
      Eighth Avenue, New York, New York, 10019, on the Closing Date.

     

    7.
      Reimbursement
      of Underwriters’ Expenses.
      If the
      sale of the Securities provided for herein is not consummated because any
      condition to the obligations of the Underwriters set forth in Section 6 hereof
      is not satisfied, because of any termination pursuant to Section 10 hereof
      or
      because of any refusal, inability or failure on the part of the Company to
      perform any agreement herein or comply with any provision hereof other than
      by
      reason of a default by any of the Underwriters, the Company will reimburse
      the
      Underwriters severally through UBS Securities LLC on demand for all reasonable
      out-of-pocket expenses (including reasonable fees and disbursements of counsel)
      that shall have been incurred by them solely and directly in connection with
      the
      proposed purchase and sale of the Securities. 

     

    8.
      Indemnification
      and Contribution. a)The
      Company agrees to indemnify and hold harmless each Underwriter, the directors,
      officers, employees and agents of each Underwriter and each person who controls
      any Underwriter 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    22

    
 

    within
      the meaning of either the Act or the Exchange Act against any and all losses,
      claims, damages or liabilities, joint or several, to which they or any of them
      may become subject under the Act, the Exchange Act or other Federal or state
      statutory law or regulation, at common law or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out of
      or
      are based upon any untrue statement or alleged untrue statement of a material
      fact contained in the registration statement for the registration of the
      Securities as originally filed or in any amendment thereof, or in the Basic
      Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer
      Free Writing Prospectus, or in any amendment thereof or supplement thereto,
      or
      arise out of or are based upon the omission or alleged omission to state therein
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading, and agrees to reimburse each such indemnified
      party, as incurred, for any legal or other expenses reasonably incurred by
      them
      in connection with investigating or defending any such loss, claim, damage,
      liability or action; provided,
      however,
      that
      the Company will not be liable in any such case to the extent that any such
      loss, claim, damage or liability arises out of or is based upon any such untrue
      statement or alleged untrue statement or omission or alleged omission made
      therein in reliance upon and in conformity with written information furnished
      to
      the Company by or on behalf of any Underwriter through the Representatives
      specifically for inclusion therein. This indemnity agreement will be in addition
      to any liability which the Company may otherwise have.

     

    (b)  Each
      Underwriter severally and not jointly agrees to indemnify and hold harmless
      the
      Company, each of its directors, each of its officers who signs the Registration
      Statement, and each person who controls the Company within the meaning of either
      the Act or the Exchange Act, to the same extent as the foregoing indemnity
      from
      the Company to each Underwriter, but only with reference to written information
      relating to such Underwriter furnished to the Company by or on behalf of such
      Underwriter through the Representatives specifically for inclusion in the
      documents referred to in the foregoing indemnity. This indemnity agreement
      will
      be in addition to any liability which any Underwriter may otherwise have. The
      Company acknowledges that the statements set forth in the last paragraph of
      the
      cover page regarding delivery of the Securities and, under the heading
“Underwriting”, (i) the list of Underwriters and their respective participation
      in the sale of the Securities, (ii) the sentences related to concessions and
      reallowances and (iii) the paragraph related to stabilization, syndicate
      covering transactions and penalty bids in any Preliminary Final Prospectus
      and
      the Final Prospectus constitute the only information furnished in writing by
      or
      on behalf of the several Underwriters for inclusion in any Preliminary Final
      Prospectus or the Final Prospectus.

     

    (c)  Promptly
      after receipt by an indemnified party under this Section 8 of notice of the
      commencement of any action, such indemnified party will, if a claim in respect
      thereof is to be made against the indemnifying party under this Section 8,
      notify the indemnifying party in writing of the commencement thereof; but the
      failure so to notify the indemnifying party (i) will not relieve it from
      liability under paragraph (a) or (b) above unless and to the extent it did
      not
      otherwise learn of such action and such 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    23

     

     

    failure
      results in the forfeiture by the indemnifying party of substantial rights and
      defenses and (ii) will not, in any event, relieve the indemnifying party from
      any obligations to any indemnified party other than the indemnification
      obligation provided in paragraph (a) or (b) above. The indemnifying party shall
      be entitled to appoint counsel of the indemnifying party’s choice at the
      indemnifying party’s expense to represent the indemnified party in any action
      for which indemnification is sought (in which case the indemnifying party shall
      not thereafter be responsible for the fees and expenses of any separate counsel
      retained by the indemnified party or parties except as set forth below);
provided,
      however,
      that
      such counsel shall be reasonably satisfactory to the indemnified party.
      Notwithstanding the indemnifying party’s election to appoint counsel to
      represent the indemnified party in an action, the indemnified party shall have
      the right to employ separate counsel (including local counsel), and the
      indemnifying party shall bear the reasonable fees, costs and expenses of such
      separate counsel if (i) the use of counsel chosen by the indemnifying party
      to
      represent the indemnified party would present such counsel with a conflict
      of
      interest, (ii) the actual or potential defendants in, or targets of, any such
      action include both the indemnified party and the indemnifying party and the
      indemnified party shall have reasonably concluded that there may be legal
      defenses available to it and/or other indemnified parties which are different
      from or additional to those available to the indemnifying party, (iii) the
      indemnifying party shall not have employed counsel reasonably satisfactory
      to
      the indemnified party to represent the indemnified party within a reasonable
      time after notice of the institution of such action or (iv) the indemnifying
      party shall authorize the indemnified party to employ separate counsel at the
      expense of the indemnifying party. An indemnifying party will not, without
      the
      prior written consent of the indemnified parties, settle or compromise or
      consent to the entry of any judgment with respect to any pending or threatened
      claim, action, suit or proceeding in respect of which indemnification or
      contribution may be sought hereunder (whether or not the indemnified parties
      are
      actual or potential parties to such claim or action) unless such settlement,
      compromise or consent includes an unconditional release of each indemnified
      party from all liability arising out of such claim, action, suit or proceeding.
      

     

    (d)  In
      the event that the indemnity provided in paragraph (a) or (b) of this Section
      8
      is unavailable to or insufficient to hold harmless an indemnified party for
      any
      reason, the Company and the Underwriters severally agree to contribute to the
      aggregate losses, claims, damages and liabilities (including legal or other
      expenses reasonably incurred in connection with investigating or defending
      same)
      (collectively “Losses”) to which the Company and one or more of the Underwriters
      may be subject in such proportion as is appropriate to reflect the relative
      benefits received by the Company on the one hand and by the Underwriters on
      the
      other from the offering of the Securities; provided,
      however,
      that in
      no case shall any Underwriter (except as may be provided in any agreement among
      underwriters relating to the offering of the Securities) be responsible for
      any
      amount in excess of the underwriting discount or commission applicable to the
      Securities purchased by such Underwriter hereunder. If the allocation provided
      by the immediately preceding sentence is unavailable for any reason, the Company
      and the Underwriters severally shall contribute in such proportion as is
      appropriate to reflect not only such relative benefits but also the relative
      fault of the Company on the one hand and of the Underwriters on the other in
      connection with the 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    24

    
 

    statements
      or omissions which resulted in such Losses as well as any other relevant
      equitable considerations. Benefits received by the Company shall be deemed
      to be
      equal to the total net proceeds from the offering (before deducting expenses,
      but after deducting underwriting discounts and commissions) received by it,
      and
      benefits received by the Underwriters shall be deemed to be equal to the total
      underwriting discounts and commissions, in each case as set forth on the cover
      page of the Final Prospectus. Relative fault shall be determined by reference
      to, among other things, whether any untrue or any alleged untrue statement
      of a
      material fact or the omission or alleged omission to state a material fact
      relates to information provided by the Company on the one hand or the
      Underwriters on the other, the intent of the parties and their relative
      knowledge, access to information and opportunity to correct or prevent such
      untrue statement or omission. The Company and the Underwriters agree that it
      would not be just and equitable if contribution were determined by pro rata
      allocation or any other method of allocation which does not take account of
      the
      equitable considerations referred to above. Notwithstanding the provisions
      of
      this paragraph (d), no person guilty of fraudulent misrepresentation (within
      the
      meaning of Section 11(f) of the Act) shall be entitled to contribution from
      any
      person who was not guilty of such fraudulent misrepresentation. For purposes
      of
      this Section 8, each person who controls an Underwriter within the meaning
      of
      either the Act or the Exchange Act and each director, officer, employee and
      agent of an Underwriter shall have the same rights to contribution as such
      Underwriter, and each person who controls the Company within the meaning of
      either the Act or the Exchange Act, each officer of the Company who shall have
      signed the Registration Statement and each director of the Company shall have
      the same rights to contribution as the Company, subject in each case to the
      applicable terms and conditions of this paragraph (d).

     

    9.
      Default
      by an Underwriter.
      If any
      one or more Underwriters shall fail to purchase and pay for any of the
      Securities agreed to be purchased by such Underwriter or Underwriters hereunder
      and such failure to purchase shall constitute a default in the performance
      of
      its or their obligations under this Agreement, the remaining Underwriters shall
      be obligated severally to take up and pay for (in the respective proportions
      which the amount of Securities set forth opposite their names in Schedule II
      hereto bears to the aggregate amount of Securities set forth opposite the names
      of all the remaining Underwriters) the Securities which the defaulting
      Underwriter or Underwriters agreed but failed to purchase; provided,
      however,
      that in
      the event that the aggregate amount of Securities which the defaulting
      Underwriter or Underwriters agreed but failed to purchase shall exceed 10%
      of
      the aggregate amount of Securities set forth in Schedule II hereto, the
      remaining Underwriters shall have the right to purchase all, but shall not
      be
      under any obligation to purchase any, of the Securities, and if such
      nondefaulting Underwriters do not purchase all the Securities, this Agreement
      will terminate without liability to any nondefaulting Underwriter or the
      Company. In the event of a default by any Underwriter as set forth in this
      Section 9, the Closing Date shall be postponed for such period, not exceeding
      five Business Days, as the Representatives shall determine in order that the
      required changes in the Registration Statement and the Final Prospectus or
      in
      any other documents or arrangements may be effected. Nothing contained in this
      Agreement shall relieve 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    25

    
 

    any
      defaulting Underwriter of its liability, if any, to the Company and any
      nondefaulting Underwriter for damages occasioned by its default
      hereunder.

     

    10.
      Termination.
      This
      Agreement shall be subject to termination in the absolute discretion of the
      Representatives, by notice given to the Company prior to delivery of and payment
      for the Securities, if at any time after the execution of this Agreement and
      prior to such time (i) trading in any securities of the Company shall have
      been
      suspended by the Commission or the New York Stock Exchange or trading in
      securities generally on the New York Stock Exchange or the Nasdaq National
      Market shall have been suspended or limited or minimum prices shall have been
      established on such Exchange or the Nasdaq National Market, (ii) a banking
      moratorium shall have been declared either by Federal or New York State
      authorities or (iii) there shall have occurred any outbreak or escalation of
      hostilities, declaration by the United States of a national emergency or war,
      or
      other calamity or crisis the effect of which on financial markets is such as
      to
      make it, in the sole judgment of the Representatives, impractical or inadvisable
      to proceed with the offering or delivery of the Securities as contemplated
      by
      the Final Prospectus (exclusive of any supplement thereto).

     

    11.
      Representations
      and Indemnities to Survive.
      The
      respective agreements, representations, warranties, indemnities and other
      statements of the Company or its officers and of the Underwriters set forth
      in
      or made pursuant to this Agreement will remain in full force and effect,
      regardless of any investigation made by or on behalf of any Underwriter or
      the
      Company or any of the officers, directors, employees, agents or controlling
      persons referred to in Section 8 hereof, and will survive delivery of and
      payment for the Securities. The provisions of Sections 7 and 8 hereof shall
      survive the termination or cancellation of this Agreement.

     

    12.
      Notices.
      All
      communications hereunder will be in writing and effective only on receipt,
      and,
      if sent to the Representatives, will be mailed, delivered or telefaxed to
the
      UBS
      Securities LLC at 299 Park Ave, New York, NY 10171
      General
      Counsel (fax no.: (212-821-3915);
      or, if
      sent to the Company, will be mailed, delivered or telefaxed to the General
      Counsel, Loews Corporation (fax no.: (212) 521-2997) and confirmed to it at
      Loews Corporation, 667 Madison Avenue, 7th
      Floor,
      New York, New York, 10021, Attention: General Counsel.

     

    13.
      Successors.
      This
      Agreement will inure to the benefit of and be binding upon the parties hereto
      and their respective successors and the officers, directors, employees, agents
      and controlling persons referred to in Section 8 hereof, and no other person
      will have any right or obligation hereunder.

     

    14.
      Applicable
      Law.
      This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of New York applicable to contracts made and to be performed within the
      State of New York.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    26

     

     

    15.
      Counterparts.
      This
      Agreement may be signed in one or more counterparts, each of which shall
      constitute an original and all of which together shall constitute one and the
      same agreement.

     

    16.
      Headings.
      The
      section headings used herein are for convenience only and shall not affect
      the
      construction hereof.

     

    17.
      Arms-length
      Transaction.
      The
      Company and the Underwriters acknowledge and agree that (i) the purchase and
      sale of the Securities pursuant to this Agreement is an arm's-length commercial
      transaction between the Company, on the one hand, and the Underwriters, on
      the
      other, (ii) in connection therewith and with the process leading to such
      transaction each Underwriter is acting solely as a principal and not the agent
      or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or
      fiduciary responsibility in favor of the Company with respect to the offering
      contemplated hereby or the process leading thereto (irrespective of whether
      such
      Underwriter has advised or is currently advising the Company on other matters)
      or any other obligation to the Company except the obligations expressly set
      forth in this Agreement and (iv) each of the Company and the Underwriters has
      consulted its own legal and financial advisors to the extent it deemed
      appropriate. The Company agrees that it will not claim that the Underwriters,
      or
      any of them, has rendered advisory services of any nature or respect, or owes
      a
      fiduciary or similar duty to the Company, in connection with such transaction
      or
      the process leading thereto.

     

    18.
      Integration.
      This
      Agreement supersedes all prior agreements and understandings (whether written
      or
      oral) between the Company and the Underwriters, or any of them, with respect
      to
      the subject matter hereof.

     

    19.
      Waiver
      of Jury Trial.
      The
      Company and each of the Underwriters hereby irrevocably waives, to the fullest
      extent permitted by applicable law, any and all right to trial by jury in any
      legal proceeding arising out of or relating to this Agreement or the
      transactions contemplated hereby.

     

    20.
      Definitions.
      The
      terms which follow, when used in this Agreement, shall have the meanings
      indicated.

     

    “Act”
      shall mean the Securities Act of 1933, as amended, and the rules and regulations
      of the Commission promulgated thereunder.

     

    “Basic
      Prospectus” shall mean the prospectus referred to in paragraph 1(a) above
      contained in the Registration Statement at the Effective Date, including any
      documents incorporated by reference therein.

     

    “Business
      Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a
      day on which banking institutions or trust companies are authorized or obligated
      by law to close in New York City.

     

    “Carolina
      Group” shall have the meaning assigned thereto in the Registration
      Statement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    27

    


     

    “Carolina
      Group Companies” shall mean, collectively, Lorillard, Inc., and each of its
      direct and indirect subsidiaries.

     

    “Commission”
      shall mean the Securities and Exchange Commission.

     

    “Disclosure
      Package” shall mean (i) the Basic Prospectus, as amended and supplemented to the
      Execution Time, (ii) the Preliminary Prospectus Supplement, dated May 9, 2006,
      as amended and supplemented to the Execution Time, (iii) the other information,
      if any, identified in Schedule IV hereto, (iv) Issuer Free Writing Prospectuses,
      if any, identified in Schedule III hereto, and (iii) any other Free Writing
      Prospectus that the parties hereto shall hereafter expressly agree in writing
      to
      treat as part of the Disclosure Package. 

     

    “Effective
      Date” shall mean each date and time that the Registration Statement, any
      post-effective amendment or amendments thereto became or become effective.
      

     

    “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules
      and regulations of the Commission promulgated thereunder.

     

    “Execution
      Time” shall mean the date and time that this Agreement is executed and delivered
      by the parties hereto. 

     

    “Final
      Prospectus” shall mean the prospectus supplement relating to the Securities that
      was first filed pursuant to Rule 424(b) after the Execution Time, together
      with
      the Basic Prospectus.

     

    “Free
      Writing Prospectus” shall mean a free writing prospectus, as defined in Rule
      405.

     

    “Issuer
      Free Writing Prospectus” shall mean an issuer free writing prospectus, as
      defined in Rule 433.

     

    “Material
      Adverse Effect” shall mean a material adverse effect on the financial condition,
      earnings, business or properties of the Company and its subsidiaries, taken
      as a
      whole, or the Carolina Group, whether or not arising from transactions in the
      ordinary course of business. 

     

    “Material
      Subsidiaries” shall mean CNA Financial Corporation, Lorillard, Inc., Lorillard
      Tobacco Company, Loews Hotels Holding Corporation, Diamond Offshore Drilling,
      Inc., and Boardwalk Pipelines Partners LP.

     

    “Preliminary
      Final Prospectus” shall mean any preliminary prospectus supplement to the Basic
      Prospectus which describes the Securities and the offering thereof and is used
      prior to filing of the Final Prospectus, including any documents incorporated
      by
      reference therein, together with the Basic Prospectus.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    28

    


     

    “Registration
      Statement” shall mean the registration statement referred to in paragraph 1(a)
      above, including exhibits, financial statements and any documents incorporated
      by reference therein and any prospectus supplement relating to the Securities
      that is filed with the Commission pursuant to Rule 424(b) and deemed part of
      such registration statement pursuant to Rule 430B, as amended at the Execution
      Time and, in the event any post-effective amendment thereto becomes effective
      prior to the Closing Date, shall also mean such registration statement as so
      amended.

     

    “Rule
      158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”,
“Rule 424”, “Rule 430B”, and “Rule 433” refer to such rules under the
      Act.

     

    “Well-Known
      Seasoned Issuer” shall mean a well-known seasoned issuer, as defined in Rule
      405.

    


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    If
      the
      foregoing is in accordance with your understanding of our agreement, please
      sign
      and return to us the enclosed duplicate hereof, whereupon this letter and your
      acceptance shall represent a binding agreement among the Company and the several
      Underwriters.

     

     

    

      


      
        	 	
                Very
                  truly yours,

              
	 	 
	 	
                Loews
                  Corporation

              


      

      


      
        	 	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

      
 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    The
      foregoing Agreement is hereby

    confirmed
      and accepted as of the

    date
      first above written.

     

    
       

      
        	 	By:	UBS
                Securities LLC 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

      
 

      
        	 	By:	UBS
                Securities LLC 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

       

    

     

    For
      themselves and the other

    several
      Underwriters named in

    Schedule
      II to the foregoing

    Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    [Form
      of Lock-up Agreement]

    [Letterhead
      of officer or director of Loews Corporation]

    


    Loews
      Corporation

     

    Public
      Offering of Carolina Group Stock

     

     

                                    May
      10,
      2006

    UBS
      Securities LLC

    


    As
      Representatives of the several Underwriters, 

     

    c/o
      UBS
      Securities LLC

    299
      Park
      Avenue

    New
      York,
      New York 10171

    


     

    Ladies
      and Gentlemen:

     

    This
      letter is being delivered to you in connection with the proposed Underwriting
      Agreement (the “Underwriting Agreement”), between Loews Corporation, a Delaware
      corporation (the “Company”), and each of you as representatives of a group of
      Underwriters named therein, relating to an underwritten public offering of
      Carolina Group Stock, $0.01 par value (the “Carolina Group Stock”), of the
      Company. 

     

    In
      order
      to induce you and the other Underwriters to enter into the Underwriting
      Agreement, the undersigned will not, without the prior written consent of UBS
      Securities LLC, offer, sell, contract to sell, pledge or otherwise dispose
      of
      (or enter into any transaction which is designed to, or might reasonably be
      expected to, result in the disposition (whether by actual disposition or
      effective economic disposition due to cash settlement or otherwise) by the
      undersigned or any affiliate of the undersigned or any person in privity with
      the undersigned or any affiliate of the undersigned), directly or indirectly,
      including the filing (or participation in the filing) of a registration
      statement with the Securities and Exchange Commission in respect of, or
      establish or increase a put equivalent position or liquidate or decrease a
      call
      equivalent position within the meaning of Section 16 of the Securities Exchange
      Act of 1934, as amended, and the rules and regulations of the Securities and
      Exchange Commission promulgated thereunder with respect to, any shares of
      Carolina Group Stock or any securities convertible into or exercisable or
      exchangeable for Carolina Group Stock, or publicly announce an intention to
      effect any such transaction, for a period of 90 days after the date of the
      Underwriting Agreement, other than shares of Carolina Group Stock disposed
      of as
      bona fide gifts approved by UBS Securities LLC.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2


     

    If
      for
      any reason the Underwriting Agreement shall be terminated prior to the Closing
      Date (as defined in the Underwriting Agreement), the agreement set forth above
      shall likewise be terminated.

    
      


      
        	 	
                Yours
                  very truly,

              
	 	 
	 	
                 

              


      

      
 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    Opinion
      of Skadden, Arps, Slate, Meagher & Flom LLP

     

    [Subject
      to Opinion Committee Review]

     

      May
      15,
      2006

     

    UBS
      Securities LLC

    299
      Park
      Avenue

    New
      York,
      New York 10171

    


     

    Re:     
      Loews
      Corporation - Public Offering of 

    Carolina
      Group stock, par value $0.01 per share

    


    Ladies
      and Gentlemen:

     

    We
      have
      acted as special counsel to Loews Corporation, a Delaware corporation (the
      "Company"), in connection with the Underwriting Agreement, dated May 10, 2006
      (the "Underwriting Agreement"), between you (the "Underwriter") and the Company,
      relating to the sale by the Company to the Underwriter of 15,000,000 shares
      (the
      "Securities") of Carolina Group stock, par value $0.01 per share (the "Carolina
      Group stock") of the Company.

     

    This
      opinion is being furnished to you pursuant to Section 6(b) of the Underwriting
      Agreement.

     

    In
      rendering the opinions set forth herein, we have examined and relied on
      originals or copies of the following:

     

    (a) the
      registration statement on Form S-3 (File No. 333-132334) of the Company relating
      to the Securities and other securities of the Company filed on March 10, 2006
      with the Securities and Exchange Commission (the "Commission") under the
      Securities Act of 1933 (the "Securities Act") allowing for delayed offerings
      pursuant to Rule 415 under the Securities Act, including the Incorporated
      Documents (as defined below) and the information deemed to be a part of the
      registration statement as of the date hereof pursuant to Rule 430B of the
      General Rules and Regulations under the Securities Act (such registration
      statement, at the time it became effective, being hereinafter referred to as
      the
      "Registration Statement");

     

    (b) the
      prospectus, dated March 10, 2006 (the "Base Prospectus"), relating to the
      offering of securities of the Company, which forms a part of and is included
      in
      the Registration Statement;

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        UBS
          Securities LLC

        May
          15,
          2006

        Page
          4


      

    


     

    (c) the
      preliminary prospectus supplement, dated May 10, 2006 (the "Preliminary
      Prospectus Supplement"); 

     

    (d) the
      prospectus supplement, dated May 10, 2006 (the "Final Prospectus Supplement"
      and, together with the Base Prospectus and the Incorporated Documents, the
      "Prospectus"), relating to the offering of the Securities;

     

    (e) the
      documents identified on Schedule I hereto filed by the Company with the
      Commission pursuant to the Securities Exchange Act of 1934 and incorporated
      by
      reference into the Prospectus as of the date hereof (collectively, the
      "Incorporated Documents");

     

    (f) an
      executed copy of the Underwriting Agreement;

     

    (g) a
      specimen certificate evidencing the Carolina Group stock attached to the
      certificate of Gary W. Garson, Secretary of the Company, referenced in paragraph
      5 below;

     

    (h) the
      Restated Certificate of Incorporation of the Company, as certified by the
      Secretary of State of the State of Delaware (the "Certificate of
      Incorporation");

     

    (i) the
      By-laws of the Company, as certified by Gary W. Garson, Secretary of the Company
      (the "By-laws");

     

    (j) the
      Carolina Group policy statement, as certified by Gary W. Garson, Secretary
      of
      the Company (the "Policy Statement");

     

    (k)
       resolutions
      of the Board of Directors of the Company, adopted February 14, 2006, April
      11,
      2006 and May 8, 2006, and resolutions of the Securities Committee thereof,
      adopted May 10, 2006, in each case as certified by Gary W. Garson, Secretary
      of
      the Company;

     

    (l) the
      certificate of James S. Tisch, Chief Executive Officer of the Company, and
      Peter
      W. Keegan, Chief Financial Officer of the Company, dated the date hereof, a
      copy
      of which is attached as Exhibit A hereto (the "Company's
      Certificate");

     

    (m) the
      certificate of Gary W. Garson, Senior Vice President, General Counsel and
      Secretary of the Company, dated the date hereof and the 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        UBS
          Securities LLC

        May
          15,
          2006

        Page
          5

         

      

    

     

     

    certificate
      of Peter W. Keegan, dated the date hereof, copies of which are attached as
      Exhibit B hereto (the "Secretary's Certificates");

     

    (n) a
      certificate, dated May 10, 2006, and a facsimile bringdown thereof, dated May
      15, 2006, from the Secretary of State of the State of Delaware as to the
      Company's existence and good standing in such jurisdiction (the "Delaware
      Certificates"); 

     

    (o) a
      certificate, dated May 10, 2006, and a facsimile bringdown thereof, dated May
      15, 2006, from the Department of State of the State of New York, certifying
      that
      the Company is authorized to do business in the State of New York (the "New
      York
      Certificates"); and

     

    (p) an
      executed copy of the Company's Supplemental Listing Application to the New
      York
      Stock Exchange, Inc. (the "NYSE") with respect to the Securities, including
      the
      acknowledgment of authorization (the "NYSE Authorization") thereof executed
      by a
      representative of the NYSE.

     

    We
      have
      also examined originals or copies, certified or otherwise identified to our
      satisfaction, of such records of the Company and such agreements, certificates
      and receipts of public officials, certificates of officers or other
      representatives of the Company and others, and such other documents as we have
      deemed necessary or appropriate as a basis for the opinions set forth
      below.

     

    In
      our
      examination, we have assumed the legal capacity of all natural persons, the
      genuineness of all signatures, the authenticity of all documents submitted
      to us
      as originals, the conformity to original documents of all documents submitted
      to
      us as facsimile, electronic, certified or photostatic copies, and the
      authenticity of the originals of such copies. In making our examination of
      executed documents, we have assumed that the parties thereto, other than the
      Company, had the power, corporate or other, to enter into and perform all
      obligations thereunder and have also assumed the due authorization by all
      requisite action, corporate or other, and the execution and delivery by such
      parties of such documents and the validity and binding effect thereof on such
      parties. As to any facts material to the opinions expressed herein that we
      did
      not independently establish or verify, we have relied upon statements and
      representations of officers and other representatives of the Company and others
      and of public officials, including the facts set forth in the Company's
      Certificate.

     

    The
      opinions set forth below are subject to the following further qualifications,
      assumptions and limitations:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        UBS
          Securities LLC

        May
          15,
          2006

        Page
          6


      

    


     

    (a) the
      opinion set forth in paragraph 1 below with respect to the valid existence
      and
      good standing of the Company is based solely upon the Delaware
      Certificates;

     

    (b) the
      opinion set forth in paragraph 2 below is based solely upon the New York
      Certificates;

     

    (c) in
      rendering the opinions set forth in paragraphs 4 and 5 below, we have assumed
      that the certificate evidencing the Securities will be signed by one of the
      authorized officers of the transfer agent and registrar for the Carolina Group
      stock and registered by such transfer agent and registrar and will conform
      to
      the specimen certificate examined by us evidencing the Carolina Group stock;
      and

     

    (d) the
      opinion set forth in paragraph 6 below is based solely upon the NYSE
      Authorization.

     

    We
      do not
      express any opinion as to any laws other than (i) the Delaware General
      Corporation Law (the "DGCL"), (ii) those laws, rules and regulations of the
      State of New York that, in our experience, are normally applicable to
      transactions of the type contemplated by the Underwriting Agreement and (iii)
      the federal laws of the United States of America to the extent referred to
      specifically herein. Insofar as the opinions expressed herein relate to matters
      governed by laws other than those set forth in the preceding sentence, we have
      assumed, without having made any independent investigation, that such laws
      do
      not affect any of the opinions set forth herein. The opinions expressed herein
      are based on laws in effect on the date hereof, which laws are subject to change
      with possible retroactive effect.

     

    Based
      upon the foregoing and subject to the limitations, qualifications, exceptions
      and assumptions set forth herein, we are of the opinion that:

     

    1. The
      Company is validly existing in good standing under the laws of the State of
      Delaware. The Company has the corporate power and corporate authority to carry
      on its business and to own, lease and operate its properties, in each case
      as
      described in the Prospectus.

     

    2. The
      Company is authorized to do business in the State of New York.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        UBS
          Securities LLC

        May
          15,
          2006

        Page
          7


      

    


     

    3. The
      Company has an authorized capitalization as set forth in the Prospectus, and
      the
      authorized capital stock of the Company conforms as to legal matters to the
      description thereof contained in the Prospectus.

     

    4. The
      Securities have been duly authorized by the Company and, when delivered to
      and
      paid for by you in accordance with the terms of the Underwriting Agreement,
      will
      be validly issued, fully paid and nonassessable. 

     

    5. The
      form
      of certificate used to evidence the Carolina Group stock complies in all
      material respects with the applicable requirements of the Certificate of
      Incorporation and By-laws, the DGCL and the NYSE.

     

    6. The
      Securities have been authorized for listing on the NYSE, subject to official
      notice of issuance.

     

    7. The
      holders of outstanding shares of capital stock of the Company do not have any
      preemptive rights or any similar rights arising under the Certificate of
      Incorporation, the By-laws or the DGCL to subscribe for the
      Securities.

     

    8. The
      statements in the Base Prospectus under the headings "Description of Loews
      Capital Stock" and "Relationship between the Loews Group and the Carolina
      Group," insofar as such statements purport to summarize certain provisions
      of
      the Certificate of Incorporation, the By-laws, the Policy Statement and the
      DGCL, fairly summarize such provisions in all material respects.

     

    9.
       The
      statements in the Prospectus Supplement under the heading "Certain U.S. Federal
      Tax Consequences," insofar as such statements purport to summarize certain
      legal
      matters referred to therein, fairly summarize such legal matters in all material
      respects.

     

    10.
       The
      Underwriting Agreement has been duly authorized, executed and delivered by
      the
      Company.

     

    11.
       The
      Company is not and, solely after giving effect to the offering and sale of
      the
      Securities and the application of the proceeds thereof as described in the
      Prospectus, will not be subject to registration and regulation as an "investment
      company" as such term is defined in the Investment Company Act of 1940, as
      amended. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        UBS
          Securities LLC

        May
          15,
          2006

        Page
          8

         

      

    

     

    
 

    This
      opinion is furnished only to you and is solely for your benefit in connection
      with the closing occurring today and the offering of the Securities, in each
      case pursuant to the Underwriting Agreement. Without our prior written consent,
      this opinion may not be used, circulated, quoted or otherwise referred to for
      any other purpose or relied upon by, or assigned to, any other person for any
      purpose, including any other person that acquires any Securities or that seeks
      to assert your rights in respect of this opinion (other than your successors
      in
      interest by means of merger, consolidation, transfer of a business or other
      similar transaction). Notwithstanding the foregoing, you (and each of your
      employees, representatives and other agents) may disclose this opinion to any
      and all persons, without limitation of any kind, to the extent such disclosure
      may be relevant to understanding the tax treatment or tax structure of any
      transaction contemplated by the Underwriting Agreement.

     

    
      


      
        	 	
                Very
                  truly yours,

              
	 	 
	 	
                 

              


      

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Schedule
      I

    


    INCORPORATED
      DOCUMENTS

    


    


    
      	 	
              1.

            	
              Annual
                Report on Form 10-K of the Company for the year ended December 31,
                2005.

            


    

    


    
      	 	
              2.

            	
              Quarterly
                Report on Form 10-Q of the Company for the period ended March 31,
                2006.
                

            


    

    


    
      	 	
              3.

            	
              Current
                Report on Form 8-K of the Company filed with the Commission on January
                11,
                2006.

            


    

    


    
      	 	
              4.

            	
              Current
                Report on Form 8-K of the Company filed with the Commission on January
                31,
                2006.

            


    

    


    
      	 	
              5.

            	
              Current
                Report on Form 8-K of the Company filed with the Commission on February
                16, 2006 (other than items 2.02 and 9.01, which are not incorporated
                by
                reference in the Prospectus).

            


    

    


    
      	 	
              6.

            	
              Current
                Report on Form 8-K of the Company filed with the Commission on March
                3,
                2006.

            


    

    


    
      	 	
              7.

            	
              Current
                Report on Form 8-K of the Company filed with the Commission on March
                8,
                2006.

            


    

    


    
      	 	
              8.

            	
              Current
                Report on Form 8-K of the Company filed with the Commission on April
                4,
                2006.

            


    

    


    
      	 	
              9.

            	
              Current
                Report on Form 8-K of the Company filed with the Commission on April
                11,
                2006.

            


    

    


    
      	 	
              10.

            	
              The
                description of the Carolina Group stock contained in the Registration
                Statement on Form 8-A filed with the Commission on January 28, 2002,
                and
                any amendment or report filed thereafter for the purposes of updating
                such
                information. 

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      A

    


    


    Company's
      Certificates

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

     

    
      Exhibit
        B

      


      


      Secretary's
        Certificates

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Opinion
      of Skadden, Arps, Slate, Meagher & Flom LLP

     

    May
      15,
      2006

     

    UBS
      Securities LLC

    299
      Park
      Avenue

    New
      York,
      NY 10171

    


            Re:  
      Loews
      Corporation - Public Offering of Carolina Group stock, 

                                    
      par
      value $0.01 per share 

     

    Ladies
      and Gentlemen:

    


    We
      have
      acted as special counsel to Loews Corporation, a Delaware corporation (the
      "Company"), in connection with the Underwriting Agreement, dated May 10, 2006
      (the "Underwriting Agreement"), between you (the "Underwriter"), and the
      Company, relating to the sale by the Company to the Underwriter of 15,000,000
      shares (the "Securities") of Carolina Group stock, par value $0.01 per share
      (the "Carolina Group stock") of the Company.

     

    This
      letter is being furnished to you pursuant to Section 6(b) of the Underwriting
      Agreement. 

     

    In
      the
      above capacity, we have reviewed the registration statement on Form S-3 (File
      No. 333-132334) of the Company relating to the Securities and other securities
      of the Company filed on March 10, 2006 with the Securities and Exchange
      Commission (the "Commission") under the Securities Act of 1933 (the "Securities
      Act") allowing for delayed offerings pursuant to Rule 415 under the Securities
      Act, including the Incorporated Documents (as defined below) and the information
      deemed to be a part of the registration statement as of the date hereof pursuant
      to Rule 430B of the General Rules and Regulations under the Securities Act
      (the
      "Rules and Regulations") (such registration statement, at the time it became
      effective, being hereinafter referred to as the "Registration Statement"),
      and
      (i) the prospectus, dated March 10, 2006 (the "Base Prospectus"), relating
      to
      the offering of securities of the Company, which forms a part of and is included
      in the Registration Statement, (ii) the preliminary prospectus supplement,
      dated
      May 10, 2006 (together with the Base Prospectus and the Incorporated Documents,
      the "Preliminary Prospectus"), relating to the offering of the Securities,
      in
      the form filed with the Commission pursuant to Rule 424(b) of the Rules and
      Regulations, and (iii) the prospectus supplement, dated May 10, 2006 (the
      "Prospectus Supplement" and, together with the Base Prospectus 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        UBS
          Securities LLC

        May
          15,
          2006

        Page
          3

         

      

    

     

     

    and
      the
      Incorporated Documents, the "Prospectus"), relating to the offering of the
      Securities, in the form filed with the Commission pursuant to Rule 424(b) of
      the
      Rules and Regulations. 
      We also
      have reviewed the documents identified on Schedule I hereto filed by the Company
      pursuant to the Securities Exchange Act of 1934 and incorporated by reference
      into the Prospectus Supplement as of the date hereof (collectively, the
      "Incorporated Documents") and such other documents as we deemed appropriate.
      Assuming the accuracy of the representations and warranties of the Company
      set
      forth in Section 1(d) of the Underwriting Agreement and that the Company has
      not
      received from the Commission any notice pursuant to Rule 401(g)(2) of the
      Securities Act that would prevent the use of the Registration Statement, the
      Registration Statement became effective upon filing with the Commission pursuant
      to Rule 462 of the Securities Act, and we have been orally advised by the
      Commission that (i) no stop order suspending the effectiveness of the
      Registration Statement has been issued and (ii) no proceedings for that purpose
      have been instituted or are pending or threatened by the
      Commission.

     

    In
      addition, we have participated in conferences with officers and other
      representatives of the Company, the general counsel of the Company, various
      outside counsel to the Company and/or its subsidiaries handling the various
      litigations referred to in the Incorporated Documents and the Prospectus
      Supplement, representatives of the independent accountants of the Company,
      representatives of the Underwriter and Cravath, Swaine & Moore LLP, counsel
      for the Underwriter, at which the contents of the Registration Statement and
      the
      Prospectus, the General Disclosure Package (as defined below) and related
      matters were discussed. We did not participate in the preparation of the
      Incorporated Documents but have, however, reviewed such documents and discussed
      the business and affairs of the Company with officers and other representatives
      of the Company in the course of the conferences referred to above. We do not
      pass upon, or assume any responsibility for, the accuracy, completeness or
      fairness of the statements contained or incorporated by reference in the
      Registration Statement, the Prospectus or the General Disclosure Package and
      have made no independent check or verification thereof (except to the limited
      extent referred to in paragraphs 8 and 9 of our opinion to you dated the date
      hereof).

     

    We
      express no opinion or belief regarding, nor are we predicting or guaranteeing,
      the outcome of any tobacco-related product liability case. We express no opinion
      or belief regarding the effect of the outcome, whether financial or otherwise,
      of any tobacco-related product liability case on the Company or the Carolina
      Group stock. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        UBS
          Securities LLC

        May
          15,
          2006

        Page
          4

         

      

    


     

    On
      the
      basis of the foregoing, (i) the Registration Statement, as of March 10, 2006
      and
      as of the date of the Prospectus Supplement, and the Prospectus, as of the
      date
      of the Prospectus Supplement, appeared on their face to be appropriately
      responsive in all material respects to the requirements of the Securities Act
      and the Rules and Regulations (except that in each case we do not express any
      view as to the financial statements, schedules and other financial information
      included or incorporated by reference therein or excluded therefrom or the
      exhibits to the Registration Statement) and (ii) no facts have come to our
      attention that have caused us to believe that the Registration Statement, as
      of
      March 10, 2006 and as of the date of the Prospectus Supplement, contained
      an untrue statement of a material fact or omitted to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading or that the Prospectus, as of the date of the Prospectus Supplement
      and as of the date hereof, contained or contains an untrue statement of a
      material fact or omitted or omits to state a material fact necessary in order
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading (except that in each case we do not express any view as
      to
      the financial statements, schedules and other financial information included
      or
      incorporated by reference therein or excluded therefrom or the statements
      contained in the exhibits to the Registration Statement). In addition, on the
      basis of the foregoing, no facts have come to our attention that have caused
      us
      to believe that the General Disclosure Package, as of the Applicable Time,
      contained an untrue statement of a material fact or omitted to state a material
      fact necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading (except that we do
      not
      express any view as to the financial statements, schedules and other financial
      information included or incorporated by reference therein or excluded therefrom
      or the statements contained in the exhibits to the Registration
      Statement.

     

    As
      used
      herein, "Applicable Time" means 4:15 p.m. (Eastern time) on May 10, 2006 and
      "General Disclosure Package" means the Preliminary Prospectus and the
      information included on Schedule IV to the Underwriting Agreement.

     

    In
      addition, based on the foregoing, we confirm to you that the Prospectus
      Supplement has been filed with the SEC within the time period required by Rule
      424 of the Rules and Regulations.

     

    This
      letter is furnished only to you and is solely for your benefit in connection
      with the closing occurring today and the offering of the Securities, in each
      case pursuant to the Underwriting Agreement. Without our prior written consent,
      this letter may not be used, circulated, quoted or otherwise referred to for
      any
      other purpose or relied upon by, or assigned to, any other person for any


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        UBS
          Securities LLC

        May
          15,
          2006

        Page
          5

         

      

    

     

     

    purpose,
      including any other person that acquires Securities or that seeks to assert
      your
      rights in respect of this letter (other than your successors in interest by
      means of merger, consolidation, transfer of a business or other similar
      transaction). Notwithstanding the foregoing, you (and each of your employees,
      representatives and other agents) may disclose this letter to any and all
      persons, without limitation of any kind, to the extent such disclosure may
      be
      relevant to understanding the tax treatment or tax structure of any transaction
      contemplated by the Underwriting Agreement.

     

    
      


      
        	 	
                Very
                  truly yours,

              
	 	 
	 	
                 

              


      

      
 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      C


    Schedule
      I

    


    INCORPORATED
      DOCUMENTS

    


    1. Annual
      Report on Form 10-K of the Company for the year ended December 31,
      2005.

    


    2. Quarterly
      Report on Form 10-Q of the Company for the period ended March 31,
      2006.

     

    3. Current
      Report on Form 8-K of the Company filed with the Commission on January 11,
      2006.

    


    4. Current
      Report on Form 8-K of the Company filed with the Commission on January 31,
      2006.

    


    5. Current
      Report on Form 8-K of the Company filed with the Commission on February 16,
      2006
      (other than items 2.02 and 9.01, which are not incorporated by reference in
      the
      Prospectus).

    


    6. Current
      Report on Form 8-K of the Company filed with the Commission on March 3,
      2006.

    


    7. Current
      Report on Form 8-K of the Company filed with the Commission on March 8,
      2006.

    


    8. Current
      Report on Form 8-K of the Company filed with the Commission on April 4,
      2006.

    


    9. Current
      Report on Form 8-K of the Company filed with the Commission on April 11,
      2006.

    


    10. The
      description of the Carolina Group stock contained in the Registration Statement
      on Form 8-A filed with the Commission on January 28, 2002, and any amendment
      or
      report filed thereafter for the purposes of updating such information.


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      D



    [Letterhead
      of Lorillard]

     

    May
      15, 2006

     

    UBS
      Securities LLC

    299
      Park
      Avenue

    New
      York,
      NY 10171

     

    Ladies
      and Gentlemen:

     

    I
      am
      Senior Vice President, Legal and External Affairs, General Counsel and Secretary
      of Lorillard Tobacco Company, a Delaware corporation and a wholly owned
      subsidiary of Lorillard, Inc. (collectively, the “Company”). I have acted as
      counsel for the Company in connection with the purchase by you from Loews
      Corporation (“Parent”), a Delaware corporation and parent corporation of
      Lorillard, Inc., of 15,000,000 shares of Carolina Group Stock, par value $0.01
      per share (the “Shares”) of Parent pursuant to the Underwriting Agreement, dated
      May 10, 2006, between you and Parent (the “Underwriting Agreement’). This letter
      is being delivered to you pursuant to Section 6(d) of the Underwriting
      Agreement.

     

    I
      have
      examined: (1) the Registration Statement on Form S-3, as amended (such
      Registration Statement, including the documents incorporated by reference
      therein, at the time it became effective, being hereinafter called the
“Registration Statement”) filed by Parent under the Securities Act of 1933, as
      amended (the “Act”); (2) the basic prospectus dated March 10, 2006, including
      the documents incorporated by reference therein (the “Basic Prospectus”); (3)
      the preliminary prospectus supplement dated May 10, 2006 (the “Preliminary
      Prospectus Supplement” and, together with the Basic Prospectus, being
      hereinafter called the Preliminary Prospectus), filed by Parent pursuant to
      Rule
      424(b) of the rules and regulations of the Securities and Exchange Commission
      (the “Commission”); (4) the final prospectus supplement dated May 10, 2006, (the
“Final Prospectus” and, together with the Basic Prospectus, being hereinafter
      called the “Prospectus”), filed by Parent pursuant to Rule 424(b); and (5) the
      other information, if any, identified in Schedule IV to the Underwriting
      Agreement (together with the Basic Prospectus, as amended and supplemented
      to
      the Execution Time and the Preliminary Prospectus Supplement, as amended and
      supplemented to the Execution Time, being hereinafter called the “Disclosure
      Package”).

     

    In
      addition, I have examined certain records of the Company relating to the matters
      covered by the opinions set forth in the numbered paragraphs below and have
      made
      such other investigations as I have deemed necessary in connection with the
      opinion hereinafter set forth. I have relied, to the extent I deem such reliance
      proper, upon certain factual representations made in certificates given by
      officers of the Company in answer to inquiries.

     

    As
      we
      have discussed, while I have general supervisory responsibility for all legal
      matters involving the Company, I must rely extensively on various attorneys
      at
      the Company and various outside law firms which handle particular matters for
      the 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2

    
 

    Company.
      Accordingly, my personal knowledge of a significant number of cases and other
      matters is substantially limited. The opinions contained in this letter merely
      constitute expressions of my professional judgment regarding the matters of
      law
      addressed herein. I am expressing no opinion regarding, nor am I predicting
      or
      guaranteeing, the outcome of any tobacco-related product liability case.
      Further, I am expressing no opinion regarding the effect of the outcome, whether
      financial or otherwise, of any tobacco-related product liability case on the
      Company or the Shares. For purposes of the opinion in the first numbered
      paragraph below, I have consulted with such other attorneys at the Company
      and
      outside counsel as I have deemed appropriate. 

     

    In
      rendering my opinion, I have assumed the legal capacity of all natural persons,
      the genuineness of all signatures, the authenticity of all documents submitted
      to me as originals, the conformity to original documents of documents submitted
      to me as certified, facsimile, conformed, electronic or photostatic copies
      and
      the authenticity of the originals of such copies. As to all questions of fact
      material to this opinion that have not been independently established, I have
      relied upon certificates or comparable documents, and oral and written
      statements and representations, of government officials and other officers
      and
      representatives of the Company and Parent and, in certain instances, written
      statements of the Underwriters and upon the representations and warranties
      of
      Parent and, in certain instances, the Underwriters, contained in the
      Underwriting Agreement. I have not independently verified such information
      and
      assumptions.

     

    I
      have
      investigated such questions of law for the purpose of rendering this opinion
      as
      I have deemed necessary. This opinion is limited to the federal law of the
      United States of America, the laws of the State of North Carolina and the
      General Corporate Law of Delaware. I disclaim any opinion as to any statute,
      rule, regulation, ordinance, order or other promulgation of any other
      jurisdiction or of any regional or local governmental body.

     

    On
      the
      basis of the foregoing, and in reliance thereon, and subject to the limitations,
      qualifications and exceptions set forth above, I am of the opinion
      that:

     

    1. To
      the
      best of my knowledge, the statements set forth

     

    (A)
      in
      the Parent’s Annual Report on Form 10-K for the year ended December 31, 2005
      (“Annual Report”) under the headings “Business -- Lorillard, Inc. -- Legislation
      and Regulation,” “Business -- Lorillard, Inc. -- Federal Regulation,” “Business
      -- Lorillard, Inc. -- State and Local Regulation,” together with “Business -
      Lorillard, Inc. -- Advertising and Marketing,” when considered in their
      entirety; and

     

    (B)
      in
      the Annual Report under the headings “Legal Proceedings -- Tobacco Related” and
“Notes to Consolidated Financial Statements -- Note 20. Legal Proceedings --
      Tobacco Related” and in Exhibit 99.01 to the Annual Report together with the
      statements in the Parent’s Quarterly Report on Form 10-Q for the quarter


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3


     

    ended
      March 31, 2006 (“Quarterly Report”) under the headings “Notes to
      Consolidated Condensed Financial Statements -- Note 12. Legal Proceedings --
      Tobacco Related” and “Part II. Other Information. Item 1. Legal Proceedings. 2.
      Tobacco Related”, when considered in their entirety,

     

    incorporated
      by reference into the Registration Statement, the Disclosure Package and the
      Prospectus constitute a complete and accurate summary in all material respects
      of the matters referred to therein;

     

    
      	 	
              2.

            	
              To
                the best of my knowledge, there is no pending or threatened action,
                suit
                or proceeding by or before any court or governmental agency, authority
                or
                body or any arbitrator involving the Company or any of its subsidiaries
                or
                its or their property of a character required to be disclosed in
                the
                Registration Statement which is not adequately disclosed in the Disclosure
                Package and the Prospectus, and there is no franchise, contract or
                other
                document of a character required involving the Company or any of
                its
                subsidiaries required to be described in the Registration Statement
                or
                Prospectus, or to be filed as an exhibit thereto, which is not described
                or filed as required;

            


    

     

    
      	 	
              3.

            	
              Neither
                the issue and sale of the Shares, nor the consummation of any other
                of the
                transactions herein contemplated nor the fulfillment of the terms
                hereof
                will conflict with, result in a breach or violation of or imposition
                of
                any lien, charge or encumbrance upon any property or assets of the
                Company
                or its subsidiaries pursuant to, (i) the charter or by-laws of the
                Company
                or its subsidiaries, (ii) the terms of any indenture, contract, lease,
                mortgage, deed of trust, note agreement, loan agreement or other
                agreement, obligation, condition, covenant or instrument to which
                the
                Company or any of its subsidiaries is a party or bound or to which
                its or
                their property is subject, or (iii) any statute, law, rule, regulation,
                judgment, order or decree applicable to the Company or its subsidiaries
                of
                any court, regulatory body, administrative agency, governmental body,
                arbitrator or other authority having jurisdiction over the Company
                or its
                subsidiaries or any of its or their properties, except, with respect
                to
                clauses (ii) and (iii) above, for such conflicts, breaches, violations
                or
                impositions that could not, individually or in the aggregate, reasonably
                be expected to have a material adverse effect on the financial condition,
                earnings, business or properties of the Company and its subsidiaries,
                taken as a whole, whether or not arising from transactions in the
                ordinary
                course of business; 

            


    

     

    
      	 	
              4.

            	
              All
                the outstanding shares of capital stock of Lorillard, Inc. and Lorillard
                Tobacco Company have been duly and validly authorized and issued
                and are
                fully paid and nonassessable, and, except as otherwise set forth
                in the
                Disclosure Package and the Prospectus, all outstanding shares of
                capital
                stock of the subsidiaries of Lorillard, Inc. are owned by Lorillard,
                Inc.
                

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4


     

    either
      directly or through wholly owned subsidiaries free and clear of any perfected
      security interest and, to my knowledge, after due inquiry, any other security
      interest, claim, lien or encumbrance; and

     

    
      	 	
              5.

            	
              The
                Company is validly existing as a corporation in good standing under
                the
                laws of the jurisdiction in which it is chartered or organized, with
                full
                corporate power and authority to own or lease, as the case may be,
                and to
                operate its properties and conduct its business as described in the
                Disclosure Package and the Prospectus, and is duly qualified to do
                business as a foreign corporation and is in good standing under the
                laws
                of each jurisdiction which requires such qualification, except where
                the
                failure to be so qualified could not, individually or in the aggregate,
                reasonably be expected to have a material adverse effect on the financial
                condition, earnings, business or properties of the Company and its
                subsidiaries, taken as a whole.

            


    

     

    In
      addition, although I have not independently verified the accuracy, completeness
      or fairness of the statements made or included in the Registration Statement,
      the Disclosure Package or the Prospectus and take no responsibility therefor,
      except as and to the extent set forth in paragraph 1 above, I have no reason
      to
      believe that the Registration Statement (except for the financial statements,
      other than the portions of Note 20 to the Consolidated Financial Statements
      in
      the Annual Report and Note 12 to the Consolidated Condensed Financial Statements
      in the Quarterly Report referred to above, and other information of an
      accounting or financial nature included therein, as to which I do not express
      any view), to the extent it relates to the Company, at the time it became
      effective, contained any untrue statement of a material fact or omitted to
      state
      any material fact necessary to make the statements therein not misleading,
      that
      the Disclosure Package, as of the Execution Time, when taken together as a
      whole, (except for the financial statements, other than the portions of Note
      20
      to the Consolidated Financial Statements in the Annual Report and Note 12 to
      the
      Consolidated Condensed Financial Statements in the Quarterly Report referred
      to
      above, and other information of an accounting or financial nature included
      therein, as to which I do not express any view), to the extent it relates to
      the
      Company, includes any untrue statement of a material fact or omits to state
      any
      material fact necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading, or that the
      Prospectus, (except for the financial statements, other than the portions of
      Note 20 to the Consolidated Financial Statements in the Annual Report and Note
      12 to the Consolidated Condensed Financial Statements in the Quarterly Report
      referred to above, and other information of an accounting or financial nature
      included therein, as to which I do not express any view), to the extent it
      relates to the Company, as of its date or the date hereof included or includes
      any untrue statement of a material fact or omitted or omits to state any
      material fact necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

     

    This
      opinion letter is rendered to you in connection with the above described
      transactions and I specifically do not render any opinions pertaining to
      any matter not expressly stated herein. This opinion letter may not be relied
      upon by you for 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5


     

    any
      other
      purpose, or relied upon by, or furnished to, any other person, firm or
      corporation without my prior written consent. The opinions contained herein
      are
      limited to the matters expressly stated herein, and no opinion may be inferred
      or implied beyond the matters expressly stated herein.

     

    
      


      
        	 	
                Very
                  truly yours,

              
	 	 
	 	
                 

              


      

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
      E

     

    [Form
      of Opinion Shook, Hardy & Bacon LLP]

     

    May
      15, 2006

     

    UBS
      Securities LLC

    299
      Park
      Avenue

    New
      York,
      NY 10171

     

    Ladies
      and Gentlemen:

     

    We
      have
      acted as special counsel to Loews Corporation, a Delaware corporation (the
      “Parent”),
      its
      wholly owned subsidiary, Lorillard Inc., a Delaware corporation (“LI”),
      and
      LI’s wholly owned subsidiary Lorillard Tobacco Company, a Delaware corporation
      (“LTC”)
      (Parent, LI, and LTC are referred to collectively as the “Company”
or
      the
“Companies”),
      in
      connection with the purchase by you from Parent of 15,000,000 shares of common
      stock, par value $0.01 per share (the “Carolina
      Group Stock”)
      of
      Parent pursuant to the Underwriting Agreement, dated May 10, 2006, between
      you
      and Parent (the “Underwriting
      Agreement”).
      This
      letter is being delivered to you pursuant to Section 6(e) of the Underwriting
      Agreement.

     

    We
      have
      examined: (1) the Registration Statement on Form S-3, as amended (such
      Registration Statement, including the documents incorporated by reference
      therein, at the time it became effective (the “Effective
      Date”),
      is
      referred to as the “Registration
      Statement”)
      filed
      by Parent under the Securities Act of 1933, as amended (the “Act”);
      (2)
      the basic prospectus dated March 10, 2006, including the documents incorporated
      by reference therein (the “Basic
      Prospectus”);
      (3)
      the preliminary prospectus supplement dated May 10, 2006 (the “Preliminary
      Prospectus Supplement”
and,
      together with the Basic Prospectus, is referred to as the Preliminary
      Prospectus), filed by Parent pursuant to Rule 424(b) of the rules and
      regulations of the Securities and Exchange Commission (the “Commission”);
      (4)
      the final prospectus supplement dated May 10, 2006, (the “Final Prospectus” and,
      together with the Basic Prospectus, is referred to as the “Prospectus”),
      filed
      by Parent pursuant to Rule 424(b); and (5) the other information, if any,
      identified in Schedule IV to the Underwriting Agreement and the issuer free
      writing prospectuses, if any, identified in Schedule III to the Underwriting
      Agreement (together with the Basic Prospectus, as amended and supplemented
      to
      the Execution Time and the Preliminary Prospectus Supplement, as amended and
      supplemented to the Execution Time, is referred to as the “Disclosure
      Package”).

     

    In
      addition, we have examined certain records of the Company relating to the
      matters covered by the opinions set forth in the numbered paragraph below and,
      subject to the limitations set forth herein, have made such other investigations
      as we have deemed necessary in connection with the opinion set forth in such
      numbered paragraph.

     

    Based
      upon such examination and review, and subject to the other qualifications and
      limitations set forth herein, we are of the opinion that:

     

    1. To
      the
      best of our knowledge, the statements set forth in:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2


     

    A. The
      Parent’s Annual Report on Form 10-K for the year ended December 31, 2005
      (“Annual Report”) in (i) “Part I. Item 3. Legal Proceedings. Tobacco Related;”
(ii) “Notes to Consolidated Financial Statements. Note 20. Legal Proceedings.
      Tobacco Related” in the paragraph subheadings captioned “Conventional
      Product Liability Cases,” “Flight Attendant Cases,” “Class Action Cases,”
“Reimbursement Cases,” “Contribution Claims”
      and“Filter
      Cases;”
      (iii)
“Notes to Consolidated Financial Statements. Note 20. Legal Proceedings. Other
      Tobacco-Related” in the paragraph subheading captioned“Reparation
      Cases;” and
      (iv) Exhibit
      99.01. Tobacco
      Pending Litigation in the paragraph subheadings captioned “Class
      Action Cases,” “Reimbursement Cases” and
      “Contribution
      Claims;” 

     

    as
      incorporated by reference into the Registration Statement that describe
      cigarette and chewing tobacco product liability lawsuits (a) pending
      against the Company and for which we act as primary legal counsel of record
      to
      the Company or (b) which have been “overtly threatened “(as such phrase is
      defined in the American Bar Association’s Statement of Policy Regarding Lawyers’
Responses to Auditors’ Requests for Information) against the Company and for
      which we act as primary legal counsel to the Company (the cigarette and chewing
      tobacco product liability lawsuits described in clause 1(a) and 1(b) are
      collectively referred to herein as the “SHB
      Cases”),
      when
      considered in their entirety, (i) as they relate to the Registration
      Statement, at the Effective Date did not contain an untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      therein not misleading (except for the financial statements, other than the
      portions of Note 20 to the Consolidated Financial Statements in the Annual
      Report referred to above, and other information of an accounting or financial
      nature included therein, if any, as to which we do not express any view);
      and

     

    2. To
      the
      best of our knowledge, the statements set forth in:

     

    A. The
      Parent’s Annual Report on Form 10-K for the year ended December 31, 2005
      (“Annual Report”) in (i) “Part I. Item 3. Legal Proceedings. 2. Tobacco
      Related”; (ii) “Notes to Consolidated Financial Statements. Note 20. Legal
      Proceedings. Tobacco Related” in the paragraph subheadings captioned
“Conventional
      Product Liability Cases,” “Flight Attendant Cases,” “Class Action Cases,”
“Reimbursement Cases,” “Contribution Claims”
      and“Filter
      Cases;”
      (iii)
“Notes to Consolidated Financial Statements. Note 20. Legal Proceedings. Other
      Tobacco-Related” in the paragraph subheading captioned“Reparation
      Cases;” and
      (iv) Exhibit
      99.01. Tobacco
      Pending Litigation in the paragraph subheadings captioned “Class
      Action Cases,” “Reimbursement Cases” and
      “Contribution
      Claims;”
      and in


     

    B. The
      Parent’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006
      (“Quarterly Report”) in (i) “Notes to Consolidated Condensed Financial
      Statements. Note 12. Legal Proceedings. Tobacco Related. Tobacco Related Product
      Liability Litigation” in the paragraph subheadings captioned “Conventional
      

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3


     

    Product
      Liability Cases,” “Flight Attendant Cases,” “Class Action Cases,” “Reimbursement
      Cases,” “Contribution Claims”
      and“Filter
      Cases;”
      (ii)
“Notes to Consolidated Financial Statements. Note 12. Legal Proceedings. Tobacco
      Related. Other Tobacco-Related” in the paragraph subheading
      captioned“Reparation
      Cases;” and
      (iii)
“Part II. Other Information. Item 1. Legal Proceedings. 2. Tobacco Related” in
      the paragraph subheadings captioned “Class
      Actions” and“Reimbursement
      Cases”;
       

     

    as
      incorporated by reference into the Disclosure Package and the Prospectus that
      describe cigarette and chewing tobacco product liability lawsuits that are
      included in the SHB Cases as they relate to the Disclosure Package, as of the
      Execution Time, when taken together as a whole, and the Prospectus, at the
      date
      thereof (except as may be set forth on Schedule A attached to this letter)
      or
      hereof (except as may be set forth on Schedule B attached to this letter) did
      not contain an untrue statement of a material fact or omit to state a material
      fact necessary in order to make the statements, in the light of the
      circumstances under which they were made, not misleading (except for the
      financial statements, other than the portions of Note 20 to the Consolidated
      Financial Statements in the Annual Report and Note 12 to the Consolidated
      Condensed Financial Statements in the Quarterly Report referred to above, and
      other information of an accounting or financial nature included therein, if
      any,
      as to which we do not express any view).

     

    As
      we
      have discussed, we are primary legal counsel to the Company with respect to
      approximately 2,775 SHB Cases. A significant number of product liability
      lawsuits (including cigarette and chewing tobacco lawsuits) are pending against
      the Company, for which we do not act as primary legal counsel of record to
      the
      Company, and may have been “overtly threatened” against the Company, for which
      we do not act as primary legal counsel to the Company (collectively, the
“NonSHB
      Cases”).
      Our
      knowledge about the NonSHB Cases is substantially more limited than our
      knowledge about the SHB Cases (the SHB Cases and the NonSHB Cases are
      collectively referred to herein as the “Product
      Liability Cases”).
      Further, we do not serve as legal counsel to the Company other than in
      connection with the SHB Cases and as a result we are not corporate, securities,
      regulatory or antitrust counsel to the Company in connection with the
      preparation of the Registration Statement or the Prospectus and we have not
      advised the Company on compliance with the requirements of the applicable
      federal or state securities laws or on the Carolina Group Stock.

     

    We
      have
      not independently verified the accuracy, completeness or fairness of the
      statements made or included in the Registration Statement, the Disclosure
      Package or the Prospectus and take no responsibility therefor, except as and
      to
      the extent set forth in paragraphs 1 and 2 above, subject to the qualifications
      and limitations set forth herein. We confirm that we have read the Prospectus,
      the Disclosure Package and the Registration Statement and we have reviewed
      the
      descriptions of the Product Liability Cases described therein. We confirm that
      we have reviewed generally our files relating to the SHB Cases, we have reviewed
      this opinion with the attorneys who currently are partners in or employed by
      this firm and who are primarily responsible for the representation of the
      Company in the SHB Cases or who were directly involved in any material respect
      with the preparation of this letter (the “Responsible
      Attorney Group”),

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4

     

     

    and
      we
      have had conversations with representatives of the legal departments of the
      Company regarding the contents of this letter, but we have not discussed the
      NonSHB Cases with any person or entity, we have not reviewed any files or any
      materials (other than the contents of the Prospectus, the Disclosure Package
      and
      the Registration Statement) relating to the NonSHB Cases, and we have not
      reviewed the contents of this letter with attorneys who are partners in or
      employees of this firm, other than the Responsible Attorney Group. 

     

    You
      acknowledge that the statements that are made herein “to the best of our
      knowledge” or as to matters that have “come to our attention” or matters as to
      which we “believe” (or the converse) in this letter are made based solely on the
      knowledge or awareness of the attorneys in the Responsible Attorney Group and
      that those statements do not include the knowledge or awareness of other
      attorneys who are partners in or employees of this firm who are not in the
      Responsible Attorney Group, including those who may be primarily responsible
      for
      representing parties to Products Liability Cases other than the Companies.
      Without limiting the foregoing, you acknowledge that we are making no statements
      and giving no opinions with regard to the discussions in the Registration
      Statement, the Disclosure Package and the Prospectus of the State Settlement
      Agreements, the Master Settlement Agreement, Settlement of State Reimbursement
      Litigation, Tobacco-Related Antitrust Cases, or Antitrust Claims (as those
      terms
      are defined in the Registration Statement and the Prospectus), the provisions
      of
      the Carolina Group Stock and the charter amendments creating those securities,
      or as to the actual or potential financial effect of the Products Liability
      Cases, individually or collectively, on the Company, its business, or its
      condition, financial or otherwise.

     

    The
      opinions contained in this letter merely constitute expressions of our
      professional judgment regarding the matters of law addressed herein. We are
      expressing no opinion regarding, nor are we endorsing or adopting as our own
      opinion, any particular statement of opinion or belief attributed to the Company
      in the Registration Statement, the Disclosure Package or the Prospectus. We
      are
      expressing no opinion regarding, nor are we predicting or guaranteeing, the
      outcome of any Product Liability Case. Further, we are expressing no opinion
      regarding the effect of the outcome, whether financial or otherwise, of any
      Product Liability Case on the Company or the Carolina Group Stock. 

     

    Subject
      to the qualifications and limitations set forth herein, no facts have come
      to
      our attention that cause us to believe that the descriptions of the Product
      Liability Cases in the Registration Statement and the Prospectus when considered
      in their entirety, (i) as they relate to the Registration Statement, as of
      the Effective Date contained an untrue statement of a material fact or omitted
      to state a material fact necessary to make the statements therein not misleading
      (except for the financial statements and other information of an accounting
      or
      financial nature included therein, as to which we do not express any view);
      (ii)
      as they relate to the Disclosure Package, as of the Execution Time, when taken
      together as a whole, contained an untrue statement of a material fact or omitted
      to state a material fact necessary in order to make the statements, in the
      light
      of the circumstances under which they were made, not misleading (except for
      the
      financial statements, other than the portions of Note 20 to the Consolidated
      Financial Statements in the Annual Report and Note 12 to the Consolidated
      Condensed Financial Statements in

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      5

       

       

       

      the
        Quarterly Report referred to above, and other information of an accounting
        or
        financial nature included therein, as to which we do not express any view)
        ; and
        (iii) as they relate to the Prospectus, at the date thereof or hereof
        contained an untrue statement of a material fact or omitted to state a material
        fact necessary in order to make the statements, in the light of the
        circumstances under which they were made, not misleading (except for the
        financial statements, other than the portions of Note 20 to the Consolidated
        Financial Statements in the Annual Report and Note 12 to the Consolidated
        Condensed Financial Statements in the Quarterly Report referred to above,
        and
        other information of an accounting or financial nature included therein,
        as to
        which we do not express any view).

    

     

    We
      have
      not considered and express no opinion as to, the laws of any jurisdiction other
      than the laws of the United States of America.

     

    This
      opinion letter is rendered only to you and solely for your benefit in connection
      with the above described transactions. This opinion may not be relied upon
      by
      you for any other purpose, or relied upon by, or furnished to, any other person,
      firm or corporation without our prior written consent.

     

    
      


      
        	 	
                Very
                  truly yours,

              
	 	 
	 	
                 

              


      

      

 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      F

     

    [Form
      of Opinion of Thompson Coburn LLP]

     

    May
      15, 2006

     

    UBS
      Securities LLC

    299
      Park
      Avenue

    New
      York,
      NY 10171

     

    Ladies
      and Gentlemen: 

     

    We
      have
      served as primary legal counsel of record for Lorillard, Inc., a Delaware
      corporation, and its wholly owned subsidiary Lorillard Tobacco Company, a
      Delaware corporation (collectively, the “Company”), in connection with certain
      matters involving cigarette and chewing tobacco related products liability
      litigation to which the Company is a party. We are rendering this opinion in
      connection with the purchase by you from Loews Corporation, a Delaware
      corporation and parent corporation of Lorillard, Inc. (the “Parent”), of
      15,000,000 shares of Carolina Group Stock, par value $0.01 per share of the
      Parent pursuant to the Underwriting Agreement, dated May 10, 2006, between
      you
      and the Parent (the “Underwriting Agreement”). The letter is being delivered to
      you pursuant to Section 6(f) of the Underwriting Agreement.

     

    We
      have
      examined: (1) the Registration Statement on Form S-3, as amended (such
      Registration Statement, including the documents incorporated by reference
      therein, at the time it became effective (the “Effective Date”), is referred to
      as the “Registration Statement”) filed by Parent under the Securities Act of
      1933, as amended (the “Act”); (2) the basic prospectus dated March 10, 2006,
      including the documents incorporated by reference therein (the “Basic
      Prospectus”); (3) the preliminary prospectus supplement dated May 10, 2006 (the
“Preliminary Prospectus Supplement” and, together with the Basic Prospectus, is
      referred to as the Preliminary Prospectus), filed by Parent pursuant to Rule
      424(b) of the rules and regulations of the Securities and Exchange Commission
      (the “Commission”); (4) the final prospectus supplement dated May 10, 2006, (the
“Final Prospectus” and, together with the Basic Prospectus, is referred to as
      the “Prospectus”), filed by Parent pursuant to Rule 424(b); and (5) the other
      information, if any, identified in Schedule IV to the Underwriting Agreement
      and
      the issuer free writing prospectuses, if any, identified in Schedule III to
      the
      Underwriting Agreement (together with the Basic Prospectus, as amended and
      supplemented to the Execution Time and the Preliminary Prospectus Supplement,
      as
      amended and supplemented to the Execution Time, is referred to as the
“Disclosure Package”).

     

    In
      addition, we have examined certain records of the Company relating to the
      matters covered by the opinion set forth in the numbered paragraph below and
      have made such other investigations as we have deemed necessary in connection
      with the opinion hereinafter set forth. In examining such material and in
      delivering this opinion, we have assumed the genuineness of all signatures,
      the
      authenticity of all documents submitted to us as originals, the conformity
      to
      the originals of all documents submitted to 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2

    
 

    us
      as
      certified, photostatic or conformed copies, and the authenticity of the
      originals of all such copies.

     

     Based
      upon such examination and review, and subject to the foregoing, we are of the
      opinion that:

     

    
      	 	
              1.

            	
              To
                the best of our knowledge, the statements set forth in the Parent’s Annual
                Report on Form 10-K for the year ended December 31, 2005 (the “Annual
                Report”) under the headings “Legal Proceedings -- Tobacco Related” and
                “Notes to Consolidated Financial Statements -- Note 20. Legal Proceedings
                -- Tobacco Related” and in Exhibit 99.01 to the Annual Report and in the
                Parent’s Quarterly Report on Form 10-Q for the quarter ended
                March 31, 2006 (“Quarterly Report”) under the headings “Notes to
                Consolidated Condensed Financial Statements -- Note 12. Legal Proceedings
                -- Tobacco Related” and “Part II. Other Information. Item 1. Legal
                Proceedings. 2. Tobacco Related” incorporated by reference into the
                Registration Statement, the Disclosure Package and the Prospectus,
                when
                considered in their entirety, constitute a complete and accurate
                summary,
                in all material respects, of matters involving actual or threatened
                cigarette and chewing tobacco related products liability litigation
                to
                which the Company is or may be a party and for which we act as primary
                legal counsel of record to the Company. In passing upon the accuracy
                of
                those statements, we are not endorsing or adopting as our own opinion
                any
                particular statement of opinion or belief attributed to the Company
                in the
                Registration Statement, the Disclosure Package or the Prospectus,
                nor are
                we predicting the outcome of any pending or threatened
                litigation.

            


    

     

    We
      are
      opining herein only on the federal laws of the United States and the laws of
      the
      State of Missouri. We expressly disavow any obligation to update this opinion
      as
      to any events occurring after May 15, 2006.

     

    
      


      
        	 	
                Very
                  truly yours,

              
	 	 
	 	
                 

              


      

      

 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      G

     

    [Form
      of Opinion Greenberg Traurig LLP]

     

    May
      15, 2006

     

    UBS
      Securities LLC

    299
      Park
      Avenue

    New
      York,
      NY 10171

     

    Ladies
      and Gentlemen: 

     

    We
      have
      served as primary legal counsel of record for Lorillard, Inc., a Delaware
      corporation, and its wholly owned subsidiary Lorillard Tobacco Company, a
      Delaware corporation (collectively, the “Company”), in connection with certain
      matters involving cigarette and chewing tobacco related products liability
      litigation to which the Company is a party. We are rendering this opinion in
      connection with the purchase by you from Loews Corporation, a Delaware
      corporation and parent corporation of Lorillard, Inc. (the “Parent”), of
      15,000,000 shares of Carolina Group Stock, par value $0.01 per share of the
      Parent pursuant to the Underwriting Agreement, dated May 10, 2006, between
      you
      and the Parent (the “Underwriting Agreement”). The letter is being delivered to
      you pursuant to Section 6(g) of the Underwriting Agreement.

     

    We
      have
      examined: (1) the Registration Statement on Form S-3, as amended (such
      Registration Statement, including the documents incorporated by reference
      therein, at the time it became effective (the “Effective Date”), is referred to
      as the “Registration Statement”) filed by Parent under the Securities Act of
      1933, as amended (the “Act”); (2) the basic prospectus dated March 10, 2006,
      including the documents incorporated by reference therein (the “Basic
      Prospectus”); (3) the preliminary prospectus supplement dated May 10, 2006 (the
“Preliminary Prospectus Supplement” and, together with the Basic Prospectus, is
      referred to as the Preliminary Prospectus), filed by Parent pursuant to Rule
      424(b) of the rules and regulations of the Securities and Exchange Commission
      (the “Commission”); (4) the final prospectus supplement dated May 10, 2006, (the
“Final Prospectus” and, together with the Basic Prospectus, is referred to as
      the “Prospectus”), filed by Parent pursuant to Rule 424(b); and (5) the other
      information, if any, identified in Schedule IV to the Underwriting Agreement
      and
      the issuer free writing prospectuses, if any, identified in Schedule III to
      the
      Underwriting Agreement (together with the Basic Prospectus, as amended and
      supplemented to the Execution Time and the Preliminary Prospectus Supplement,
      as
      amended and supplemented to the Execution Time, is referred to as the
“Disclosure Package”).

     

    In
      addition, we have examined certain records of the Company relating to the
      matters covered by the opinion set forth in the numbered paragraph below and
      have made such other investigations as we have deemed necessary in connection
      with the opinion hereinafter set forth. We have relied, to the extent that
      we
      deem such reliance proper, upon certain factual representations made in
      certificates given by officers of the Company in answer to our inquiries. In
      examining such material and in delivering this opinion, we have assumed the
      genuineness of all signatures, the authenticity of all 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    documents
      submitted to us as originals, the conformity to the originals of all documents
      submitted to us as certified, photostatic or conformed copies, and the
      authenticity of the originals of all such copies.

     

    Based
      upon such examination and review, and subject to the foregoing, we are of the
      opinion that:

     

    
      	 	
              1.

            	
              To
                the best of our knowledge, the statements set forth in the Parent’s Annual
                Report on Form 10-K for the year ended December 31, 2005 (the “Annual
                Report”) under the headings “Legal Proceedings -- Tobacco Related” and
                “Notes to Consolidated Financial Statements -- Note 20. Legal Proceedings
                -- Tobacco Related” and in Exhibit 99.01 to the Annual Report and in the
                Parent’s Quarterly Report on Form 10-Q for the quarter ended March 31,
                2006 (“Quarterly Report”) under the headings “Notes to Consolidated
                Condensed Financial Statements -- Note 12. Legal Proceedings -- Tobacco
                Related” and “Part II. Other Information. Item 1. Legal Proceedings. 2.
                Tobacco Related” incorporated by reference into the Registration
                Statement, the Disclosure Package and the Prospectus, when considered
                in
                their entirety, constitute a complete and accurate summary, in all
                material respects, of matters involving actual or threatened cigarette
                and
                chewing tobacco related products liability litigation to which the
                Company
                is or may be a party and for which we act as primary legal counsel
                of
                record to the Company. In passing upon the accuracy of those statements,
                we are not endorsing or adopting as our own opinion any particular
                statement of opinion or belief attributed to the Company in the
                Registration Statement, the Disclosure Package or the Prospectus,
                nor are
                we predicting the outcome of any pending or threatened
                litigation.

            


    

     

    We
      are
      opining herein only on the federal laws of the United States and the laws of
      the
      State of New York. We expressly disavow any obligation to update this opinion
      as
      to any events occurring after May 15, 2006.

     

    
      


      
        	 	
                Very
                  truly yours,

              
	 	 
	 	
                 

              




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     


    SCHEDULE I

     

    Underwriting
      Agreement dated May 10, 2006.

     

    Registration
      Statement No. 333-132344.

     

    Representative(s):
      UBS Securities LLC

     

    Title,
      Purchase Price and Description of Securities:

     

    Title:
      Carolina Group Stock

     

    Number
      of
      Underwritten Securities to be sold by the Company: 15,000,000

     

    Price
      per
      Share to the Underwriters - total: $50.10

     

    Other
      provisions:

     

    Closing
      Date, Time and Location: May 15, 2006 at 10:00 a.m. at the offices of Cravath,
      Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York,
      10019.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      II

     

    
      	
              Underwriters

            	 	
              Number
                of

              Securities
                to be Purchased

            
	
              UBS
                Securities LLC

            	 	
              15,000,000

            
	
              Total.
                . . . . . . . .

            	 	
              15,000,000

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE III

     

    Schedule
      of Free Writing Prospectuses included in the Disclosure Package

    


    1.
      None.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE IV

     

    Schedule
      of other information included in the Disclosure Package

    


    1.
      Issuer: Loews Corporation Carolina Group

    2.
      Shares
      offered: 15,000,000 shares

    3.
      Price
      to public: $50.40 per share

    4.
      Underwriter(s): UBS Securities LLC