Unassociated Document


    Exhibit
      10.1

     

    EXECUTION
      VERSION

     

     

    Loews
      Corporation

     

    21,000,000
      Shares

    Common
      Stock

    ($1.00
      par value)

    Underwriting
      Agreement

     

    
      


      
        	 	
                New
                  York, New York

              
	 	
                May
                  25, 2006

              


      

      
 

    

    To
      the
      Representatives 

    named
      in
      Schedule I hereto 

    of
      the
      several Underwriters named 

    in
      Schedule II hereto

    


     

    Ladies
      and Gentlemen:

     

    Joan
      H.
      Tisch (the “Selling Stockholder”) proposes to sell to the several underwriters
      named in Schedule II hereto (the “Underwriters”), for whom you (the
“Representatives”) are acting as representatives, 21,000,000 shares of Loews
      Common Stock, $1.00 par value (“Loews Common Stock”), of Loews Corporation, a
      corporation organized under the laws of Delaware (the “Company”) (said shares to
      be sold by the Selling Stockholder 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.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2

     

    (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 and any settlement 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(c)
      hereof.

     

    (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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3

     

    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(c)
      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(c)
      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 issued and are fully paid and nonassessable; the Securities
      are
      duly listed, and admitted and authorized for trading 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.

     

    (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 by the Selling Stockholder, 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


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5

     

    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 sale of the Securities by the Selling Stockholder 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 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 Company’s Annual Report on Form 10-K
      for the year ended December 31, 2005 (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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6

     

    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, 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
      sale by the Selling Stockholder 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 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7

     

    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 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 and its Material Subsidiaries 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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    8

     

    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 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)
      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.

     

    (cc)
      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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    9

     

    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.

     

    (ii)
      The
      Selling Stockholder represents and warrants to, and agrees with, each
      Underwriter that:

     

    (a)
      This
      Agreement has been duly executed and delivered by the Selling
      Stockholder.

     

    (b)
      The
      Selling Stockholder is the record and beneficial owner of the Securities to
      be
      sold by it hereunder free and clear of all liens, encumbrances, equities and
      claims and has duly endorsed such Securities in blank, and, assuming that each
      Underwriter acquires its interest in the Securities it has purchased from the
      Selling Stockholder without notice of any adverse claim (within the meaning
      of
      Section 8-105 of the New York Uniform Commercial Code (“UCC”)), each Underwriter
      that has purchased such Securities delivered on the Closing Date to The
      Depository Trust Company or other securities intermediary by making payment
      therefor as provided herein, and that has had such Securities credited to the
      securities account or accounts of such Underwriters maintained with The
      Depository Trust Company or such other securities intermediary will have
      acquired a security entitlement (within the meaning of Section 8-102(a)(17)
      of
      the UCC) to such Securities purchased by such Underwriter, and no action based
      on an adverse claim (within the meaning of Section 8-105 of the UCC) may be
      asserted against such Underwriter with respect to such Securities.

     

    (c)
      The
      Selling Stockholder 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.

     

    (d)
      No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the consummation by the Selling Stockholder of the
      transactions contemplated herein, except such as may have been obtained under
      the 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 and such other approvals as have been obtained.

     

    (e)
      Neither
      the sale of the Securities being sold by the Selling Stockholder nor the
      consummation of any other of the transactions herein contemplated by the Selling
      Stockholder or the fulfillment of the terms hereof by the Selling Stockholder
      will conflict with, result in a breach or violation of, or constitute a default
      under any law or the terms of any agreement or instrument to which the Selling
      Stockholder is a party or bound, or any judgment, order or decree applicable
      to
      the Selling Stockholder of any court, regulatory body,
      administrative

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    10

     

    agency,
      governmental body or arbitrator having jurisdiction over the Selling
      Stockholder.

     

    (f)
      The
      Selling Stockholder has no reason to believe that the representations and
      warranties of the Company contained in this Section 1 are not true and correct,
      is familiar with the Disclosure Package and the Registration Statement and
      has
      no knowledge of any material fact, condition or information not disclosed in
      the
      Disclosure Package and the Final Prospectus which has adversely affected or
      may
      adversely affect the business of the Company or any of its subsidiaries; and
      the
      sale of Securities by such Selling Stockholder pursuant hereto is not prompted
      by any information concerning the Company or any of its subsidiaries which
      is
      not set forth in the Disclosure Package and the Final Prospectus or any
      amendment or supplement thereto.

     

    (g)
      In
      respect of any statements in or omissions from the Registration Statement,
      the
      Final Prospectus, any Preliminary Final Prospectus or any Free Writing
      Prospectus or any amendment or supplement thereto used by the Company or any
      Underwriter, as the case may be, made in reliance upon and in conformity with
      information furnished in writing to the Company or to the Underwriters by the
      Selling Stockholder specifically for use in connection with the preparation
      thereof, the Selling Stockholder hereby makes the same representations and
      warranties to each Underwriter as the Company makes to such Underwriter under
      paragraphs (i)(b), (i)(c) and (i)(f) of this Section.

     

    Any
      certificate signed by the Selling Stockholder 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 Selling
      Stockholder, 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 Selling Stockholder agrees to sell to each
      Underwriter, and each Underwriter agrees, severally and not jointly, to purchase
      from the Selling Stockholder, at the purchase price set forth in Schedule I
      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 Selling Stockholder 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 Selling Stockholder by wire transfer
      payable in same-day funds to an account specified by the Selling Stockholder.
      Delivery of the Securities shall be made through the 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    11

     

    facilities
      of The Depository Trust Company unless the Representatives shall otherwise
      instruct.

     

    The
      Selling Stockholder will pay all applicable state transfer taxes, if any,
      involved in the transfer to the several Underwriters of the Securities to be
      purchased by them from the Selling Stockholder and the respective Underwriters
      will pay any additional stock transfer taxes involved in further
      transfers.

     

     

    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. (i)
      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 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. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    12

     

    (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. 

     

    (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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    13

     

    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)
      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.

     

    (i)
      The
      Company agrees to pay or cause the Selling Stockholder 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; (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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    14

     

    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
      and the Selling Stockholder of their respective obligations
      hereunder.

     

    The
      provisions of this Section shall not supersede or otherwise affect any agreement
      that the Company and the Selling Stockholder may otherwise have for the
      allocation of such expenses between themselves.

     

    (ii) The
      Selling Stockholder agrees with the several Underwriters that:

     

    (a)
      During
      the period commencing on the date hereof and ending 180 days after the date
      hereof, the Selling Stockholder will not, directly or indirectly, without the
      prior written consent of the Representatives, (1) offer, pledge, sell, contract
      to sell, sell any option or contract to purchase, purchase any option or
      contract to sell, grant any option, right or warrant to purchase, lend or
      otherwise transfer or dispose of any shares of Loews Common Stock or any
      securities convertible into or exercisable or exchangeable for shares of Loews
      Common Stock, (2) enter into any derivative, swap or other arrangement that
      transfers to another party, in whole or in part, any of the economic
      consequences of ownership of her holdings of Loews Common Stock, whether any
      such transaction described in clause (1) or (2) above is to be settled by
      delivery of securities, cash or otherwise, or (3) publicly announce an intention
      to effect any such transaction; provided,
      however,
      that
      the foregoing shall not prohibit or restrict (1) transactions involving
      Loews Common Stock or other securities acquired in open market transactions
      after the completion of the offering, (2) bona fide gifts under
      circumstances where the donee agrees in writing to or is otherwise bound by
      the
      foregoing restrictions, (3) transfers incident to estate planning matters,
      including, without limitation, transfers of Loews Common Stock to one or more
      trusts for the benefit of the Selling Stockholder or members of her family
      under
      circumstances where the trustee agrees in writing to or is otherwise bound
      by
      the foregoing restrictions and (4) testamentary transfers and other transfers
      made pursuant to the laws of descent and distribution.

     

    (b)
      The
      Selling Stockholder 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.

     

    (c)
      The
      Selling Stockholder will advise you promptly, and if requested by you, will
      confirm such advice in writing, so long as delivery of a prospectus relating
      to
      the Securities by an Underwriter or dealer may be required under the Act, of
      (i)
      any material change in the Company’s condition (financial or

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    15

     

    otherwise),
      prospects, earnings, business or properties, (ii) any change in information
      in
      the Registration Statement, the Final Prospectus, any Preliminary Final
      Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement
      thereto relating to the Selling Stockholder or (iii) any new material
      information relating to the Company or relating to any matter stated in the
      Final Prospectus or any Free Writing Prospectus which comes to the attention
      of
      the Selling Stockholder.

     

    (d)
      The
      Selling Stockholder represents that she has not prepared or had prepared on
      her
      behalf or used or referred to, and agrees that she will not prepare or have
      prepared on her behalf or use or refer to, any Free Writing Prospectus, and
      has
      not distributed and will not distribute any written materials in connection
      with
      the offer or sale of the Securities.

     

    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
      and the Selling Stockholder contained herein as of the Execution Time and the
      Closing Date, to the accuracy of the statements of the Company and the Selling
      Stockholder made in any certificates pursuant to the provisions hereof, to
      the
      performance by the Company and the Selling Stockholder of their respective
      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 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 A and Exhibit B,
      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,

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    16

     

    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 Loews Common 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 in the form of Exhibit C.

     

    (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
      Selling Stockholder shall have requested and caused Sullivan & Cromwell LLP,
      counsel for the Selling Stockholder, to have furnished to the Representatives
      their opinion dated the Closing Date and addressed to the Representatives in
      the
      form of Exhibit E.

     

    (f)
      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 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 and the Selling
      Stockholder shall have furnished to such counsel such documents as they
      reasonably request for the purpose of enabling them to pass upon such
      matters.

     

    (g)
      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 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;

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    17

     

    (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).

     

    (h)
      The
      Selling Stockholder shall have furnished to the Representatives a certificate,
      signed by the Selling Stockholder, dated the Closing Date, to the effect that
      the signer of such certificate has carefully examined the Registration
      Statement, the Final Prospectus, the Disclosure Package and any supplements
      or
      amendments thereto and this Agreement, and that the representations and
      warranties of the Selling Stockholder in this Agreement are true and correct
      in
      all material respects on and as of the Closing Date to the same effect as if
      made on the Closing Date.

     

    (i)
      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:

     

    (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 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    18

     

    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 capital stock of the
      Company or decreases in the stockholders’ equity of the Company 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 corresponding period in the
      preceding year in net income of the Company and its subsidiaries or in operating
      income of the Company and its subsidiaries, 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 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    19

     

    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 (i) include any supplement thereto
      at
      the date of the letter.

     

    (j)
      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 (i) 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,
      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).

     

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

     

    (l)
      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.

     

    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 and the Selling Stockholder 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 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    20

     

    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 or the Selling Stockholder
      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
      or
      cause the Selling Stockholder to reimburse the Underwriters severally through
      the Representatives 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. If the Company is required to make any payments
      to
      the Underwriters under this Section 7 because of the Selling Stockholder’s
      refusal, inability or failure to satisfy any condition to the obligations of
      the
      Underwriters set forth in Section 6, the Selling Stockholder shall reimburse
      the
      Company on demand for all amounts so paid.

     

    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 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)
      The
      Selling Stockholder agrees to indemnify and hold harmless the Company, each
      of
      its directors, each of its officers who signs the Registration Statement, each
      Underwriter, the directors, officers, employees and agents of each Underwriter
      and each person who controls the Company or any Underwriter 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 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    21

     

    reference
      to written information furnished to the Company by or on behalf of the Selling
      Stockholder specifically for inclusion in the documents referred to in the
      foregoing indemnity. This indemnity agreement will be in addition to any
      liability which the Selling Stockholder may otherwise have.

     

    (c)
      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 and the Selling Stockholder, 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 and the Selling Stockholder
      acknowledge that the statements set forth on Schedule I hereto 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.

     

    (d)
      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), (b) or (c) above unless and to the extent it
      did
      not otherwise learn of such action and such 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), (b) or (c) 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 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    22

     

    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. 

     

    (e)
      In
      the
      event that the indemnity provided in paragraph (a), (b) or (c) of this Section
      8
      is unavailable to or insufficient to hold harmless an indemnified party for
      any
      reason, the Company, the Selling Stockholder and the Underwriters 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, the Selling
      Stockholder 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, by the Selling Stockholder and by the Underwriters 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, the Selling Stockholder and the Underwriters shall contribute in such
      proportion as is appropriate to reflect not only such relative benefits but
      also
      the relative fault of the Company, of the Selling Stockholder and of the
      Underwriters in connection with the statements or omissions which resulted
      in
      such Losses as well as any other relevant equitable considerations. Benefits
      received by the Company and/or by the Selling Stockholder shall be deemed to
      be
      equal to the total net proceeds from the offering (before deducting expenses)
      received by the Selling Stockholder, 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, the Selling Stockholder or the Underwriters, 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, the Selling
      Stockholder 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 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    23

     

    paragraph
      (e), 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 (e)

     

    (f)
      The
      liability of the Selling Stockholder under the Selling Stockholder’s
      representations and warranties contained in Section 1 hereof and under the
      indemnity and contribution agreements contained in this Section 8 shall be
      limited to an amount equal to the initial public offering price of the
      Securities sold by the Selling Stockholder to the Underwriters. The Company
      and
      the Selling Stockholder may agree, as between themselves and without limiting
      the rights of the Underwriters under this Agreement, as to the respective
      amounts of such liability for which they each shall be responsible.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    24

     

    10.
      Termination.
      This
      Agreement shall be subject to termination in the absolute discretion of the
      Representatives, by notice given to the Company and the Selling Stockholder
      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, of the Selling Stockholder 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, the Selling Stockholder 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
      Representatives
      at the address set forth in Schedule I hereto;
      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; or, if sent to the
      Selling Stockholder, will be mailed, delivered or telefaxed to the
      Selling Stockholder, in care of Barry Bloom, 655 Madison Avenue, New York,
      New York 10021-8043 (fax no.: 212-521-2983).

     

    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.

     

    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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    25

     

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

     

    17.
      Arms-length
      Transaction.
      The
      Company, the Selling Stockholder 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 and the Selling
      Stockholder, 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 or the Selling Stockholder, (iii) no Underwriter has assumed an
      advisory or fiduciary responsibility in favor of the Company or the Selling
      Stockholder 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 or the Selling Stockholder on other matters)
      or
      any other obligation to the Company or the Selling Stockholder except the
      obligations expressly set forth in this Agreement and (iv) each of the Company,
      the Selling Stockholder and the Underwriters has consulted its own legal and
      financial advisors to the extent it deemed appropriate. The Company and the
      Selling Stockholder agree 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 them, 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, the Selling Stockholder and the Underwriters, or
      any
      of them, with respect to the subject matter hereof other than, solely with
      respect to the Company and the Selling Stockholder, the Letter Agreement, dated
      as of May 25, 2006, between the Company and the Selling
      Stockholder.

     

    19.
      Waiver
      of Jury Trial.
      The
      Company, the Selling Stockholder 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    26

     

    “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 other information, if any, identified in Schedule
      IV
      hereto, (iii) Issuer Free Writing Prospectuses, if any, identified in Schedule
      III hereto, and (iv) 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, 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.

     

    “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 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    27

     

    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, the Selling
      Stockholder and the several Underwriters.

     

    


    
      	 	
              Very
                truly yours,

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Joan
                H. Tisch

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature
      Page to the Underwriting Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              Loews
                Corporation

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature
      Page to the Underwriting Agreement]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    The
      foregoing Agreement is hereby

    confirmed
      and accepted as of the

    date
      first above written.

    


     

    
      	
              By:

            	
              Morgan
                Stanley & Co. Incorporated

            	 
	 	 	 
	 	 	 
	
              By:

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     

    


     

    For
      themselves and the other

    several
      Underwriters named in

    Schedule
      II to the foregoing

    Agreement.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature
      Page to the Underwriting Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      A

    


    


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

     

    [Subject
      to Opinion Committee Review]

     

    


     

    
      	 	
              May
                31, 2006

            


    

    


    Morgan
      Stanley & Co. Incorporated

    1585
      Broadway

    New
      York,
      New York 10036

    


    


    
      	
                  

            	
              Re:

            	
              Loews
                Corporation - Public Offering of

            
	
                  

            	
                  

            	
              Loews
                common stock, par value $1.00 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 25, 2006
      (the "Underwriting Agreement"), among you (the "Underwriter"), the selling
      stockholder named in the Underwriting Agreement (the "Selling Stockholder")
      and
      the Company, relating to the sale by the Selling Stockholder to the Underwriter
      of 21,000,000 shares (the "Securities") of the Company's Loews common stock,
      par
      value $1.00 per share (the "Common Stock").

     

    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;

     

    (c) the
      prospectus supplement, dated May 25, 2006 (the "Final Prospectus Supplement"
      and, together with the Base Prospectus and the Incorporated Documents, the
      "Prospectus"), relating to the offering of the Securities;

     

    (d) 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");

     

    (e) an
      executed copy of the Underwriting Agreement;

     

    (f) the
      specimen certificate evidencing the Common Stock attached to the certificate
      of
      Gary W. Garson, Secretary of the Company, referenced in paragraph 4 below (the
      "Specimen Certificate");

     

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

     

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

     

    (i)
       resolutions
      of the Board of Directors of the Company, adopted on April 11, 2006, and
      resolutions of the Special Committee thereof, adopted April 21, 2006 and May
      23,
      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 and
      the
      certificate of Peter W. Keegan, dated the date hereof, a copy of which is
      attached as Exhibit A hereto (the "Company's Certificates");

     

    (m) the
      certificate of Gary W. Garson, Senior Vice President, General Counsel and
      Secretary of the Company, dated the date hereof, a copy of which is attached
      as
      Exhibit B hereto (the "Secretary's Certificate");

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (n) a
      certificate, dated May 25, 2006, and a facsimile bringdown thereof, dated May
      31, 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"); and

     

    (o) a
      certificate, dated May 25, 2006, and a facsimile bringdown thereof, dated May
      31, 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").

     

    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
      Certificates.

     

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

     

    (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;
      and

     

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

     

    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.

     

    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
      Specimen Certificate complies in all material respects with the applicable
      requirements of the Certificate of Incorporation and By-laws, the DGCL and
      the
      New York Stock Exchange.

     

    6. 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 as a
      result of the transactions contemplated by the Underwriting
      Agreement.

     

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

     

    8.
       The
      Underwriting Agreement has been duly authorized, executed and delivered by
      the
      Company.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    9.
       The
      Company is not subject to registration and regulation as an "investment company"
      as such term is defined in the Investment Company Act of 1940, as
      amended. 

     

    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). 

     

    


    
      	
                   

            	
              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.

            	
              Current
                Report on Form 8-K of the Company filed with the Commission on May
                16,
                2006.

            


    

    


    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Exhibit
      A

    


    


    Company’s
      Certificates

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Exhibit
      B

    


    


    Secretary’s
      Certificate

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    Negative
      Assurance Letter of Skadden, Arps, Slate, Meagher & Flom
      LLP

     

    [Subject
      to Opinion Committee Review]

    


    
      	 	
              May
                31, 2006

            


    

    


    Morgan
      Stanley & Co. Incorporated

    1585
      Broadway

    New
      York,
      New York 10036

    


    


    
      	
                  

            	
              Re:

            	
              Loews
                Corporation - Public Offering of

            
	
                  

            	
                  

            	
              Loews
                common stock, par value $1.00 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 25, 2006
      (the "Underwriting Agreement"), among you (the "Underwriter"), the selling
      stockholder named in the Underwriting Agreement (the "Selling Stockholder")
      and
      the Company, relating to the sale by the Selling Stockholder to the Underwriter
      of 21,000,000 shares (the "Securities") of the Company's Loews common stock,
      par
      value $1.00 per share (the "Common 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 and (ii) the prospectus supplement, dated May
      25,
      2006 (the “Prospectus Supplement”

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    and,
      together with the Base Prospectus 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"), the "issuer free writing prospectus" (as defined
      in
      Rule 433(h)(1) of the Rules and Regulations) identified on Schedule II hereto
      relating to the Securities (the "Free Writing Prospectus") 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,
      representatives of the independent accountants of the Company, representatives
      of the Underwriter, Cravath, Swaine & Moore LLP, counsel for the Underwriter
      and Sullivan & Cromwell LLP, counsel for the Selling Stockholder, 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 paragraph
      7
      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 Common
      Stock. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    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 5:00 p.m. (Eastern time) on May 25, 2006 and
      "General Disclosure Package" means the Free Writing Prospectus, the Incorporated
      Documents and the Base Prospectus, all considered together.

     

    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
      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). 

     

    


     

    
      	
                   

            	
              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. Current
      Report on Form 8-K of the Company filed with the Commission on May 16, 2006.
      

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    [Letterhead
      of Loews Corp]

     

    


    
      	 	
              May
                31, 2006

            


    

    


    Morgan
      Stanley & Co. Incorporated

    1585
      Broadway

    New
      York,
      New York 10036

    


    


    
      	
                  

            	
              Re:

            	
              Loews
                Corporation - Public Offering of Loews common stock,

            
	
                  

            	
                  

            	
              par
                value $1.00 per share

            


    

    


    Ladies
      and Gentlemen:

    


    I
      have
      acted as counsel to Loews Corporation (the "Company") in connection with the
      sale by Joan H. Tisch (the "Selling Stockholder") of 21,000,000 shares (the
      "Shares") of the Company's Loews common stock, par value $1.00 per share (the
      "Loews Common Stock") pursuant to the terms of the Underwriting Agreement dated
      May 25, 2006 (the "Underwriting Agreement") between the Company, the Selling
      Stockholder and Morgan Stanley & Co. Incorporated as the underwriter (the
      "Underwriter"). Capitalized terms used but not defined herein are used as
      defined in the Underwriting Agreement.

    


    In
      that
      connection, I, or attorneys under my supervision, have reviewed and examined:
      (i) the Registration Statement; (ii) the base prospectus, dated March 10, 2006,
      relating to the offering of securities of the Company, which forms a part of
      and
      is included in the Registration Statement (the "Base Prospectus"); (iii) the
      prospectus supplement, dated May 25, 2006 (the "Prospectus Supplement"),
      relating to the offering of the Shares (together with the Base Prospectus and
      the Incorporated Documents, the "Final Prospectus"); (iv) the "issuer free
      writing prospectus" (as defined in Rule 433(h)(1) of the Rules and Regulations),
      dated May 25, 2006, identified on Schedule II hereto relating to the Securities
      (the "Free Writing Prospectus"); (v) the Restated Certificate of Incorporation
      of the Company, as amended through the date hereof; (vi) the By-laws of the
      Company, as amended through the date hereof; (vii) a specimen certificate
      representing the Loews Common Stock; and (viii) the resolutions of the
      Board of Directors of the Company relating to the issuance of the Loews Common
      Stock. I have also 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 corporate records, certificates
      and
      other documents as I have considered necessary for the purposes of rendering
      this opinion.

    


    As
      used
      herein, "Disclosure Package" means the Base Prospectus, the Free Writing
      Prospectus and the Incorporated Documents, all considered
      together.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    In
      rendering this opinion, I have relied with your consent: (a) as to matters
      of
      fact, on certificates and assurances of responsible officers of the Company
      and
      public officials and (b) as to opinions involving the Material Subsidiaries
      and
      their respective subsidiaries, on opinions of the general counsels of each
      Material Subsidiary. I have with your consent also assumed the legal capacity
      of
      all natural persons, the genuineness of all signatures, the authenticity of
      all
      documents submitted to me as originals and the conformity to original documents
      of all documents submitted to me as copies.

    


    Based
      on
      and subject to the foregoing and the other limitations, qualifications and
      exceptions set forth herein, I am of the opinion that:

    


    (i) the
      Company is validly existing as a corporation in good standing under the laws
      the
      State of Delaware, 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 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
      partnership in good standing under the laws of the jurisdiction in which it
      is
      chartered or organized, with full power (corporate or other) 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 partnership
      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;

    


    (iii) all
      the
      outstanding shares of capital stock or limited partnership interests, as the
      case may be, of each Material Subsidiary have been duly and validly authorized
      and issued and, in the case of capital stock, are fully paid and nonassessable,
      and, except to the extent otherwise set forth in the Disclosure Package and
      the
      Final Prospectus, all outstanding shares of capital stock or limited partnership
      interests, as the case may be, of 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 my knowledge, after due inquiry, any
      other security interest, claim, lien or encumbrance;

    


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

    


    (v) to
      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 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) none
      of
      the transactions contemplated by the Underwriting Agreement, or the fulfillment
      of the terms of the Underwriting Agreement will conflict with, result in a
      breach or violation of, or the 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 of its Material Subsidiaries
      that are corporations or the certificate of formation or operating agreement
      of
      any Material Subsidiary that is a limited partnership, (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 that could not, individually or in the aggregate, reasonably be
      expected to have a Material Adverse Effect;

    


    (vii) to
      my
      knowledge, other than the rights of the Selling Stockholder pursuant to the
      Letter Agreement, dated as of May 25, 2006, between the Selling Stockholder
      and
      the Company, with respect to the sale of the Shares, no holders of securities
      of
      the Company have rights to the registration of such securities under the
      Registration Statement;

    


    (viii) although
      I have not independently verified the accuracy, completeness or fairness of
      the
      statements made or included in the Registration Statement or the Final
      Prospectus and I take no responsibility therefor, I have no reason to believe
      that on March 10, 2006 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 the date of the Prospectus Supplement 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 I express no opinion); 

    


    (ix) although
      I have not independently verified the accuracy, completeness or fairness of
      the
      statements made or included in the Disclosure Package and I take no
      responsibility therefor, I have no reason to believe that the Disclosure
      Package, as of the Execution Time, when taken 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 the circumstances under
      which they were made, not misleading (other than the financial statements and
      other financial information contained therein, as to which I express no
      opinion); and

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (ix) 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 the Underwriting 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 from the Selling Stockholder and distribution of the Shares by the
      Underwriter in the manner contemplated in the Underwriting Agreement and in
      the
      Final Prospectus and such other approvals as have been obtained.

    


    I
      am
      expressing no opinion regarding, nor am I predicting or guaranteeing the outcome
      of, any tobacco-related product liability case or insurance-related case and
      I
      am 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 Loews Common Stock.

    


    I
      do not
      purport herein to cover the application of state blue sky or securities laws
      to
      the sale of the Loews Common Stock.

    


    I
      am a
      member of the Bar of the State of New York and the foregoing opinion is limited
      to the laws of the State of New York, the General Corporation Law of the State
      of Delaware and the federal securities laws of the United States.

    


    This
      opinion is rendered only to you and solely for your benefit in connection with
      the above transaction. This opinion may not be relied upon by you for any other
      purpose, or relied upon by any other person, entity, firm or corporation for
      any
      purpose 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.

    


    
      	
                   

            	
                 

            	
              Yours
                truly,

            
	
                   

            	
                 

            	
                   

            
	
                   

            	
                 

            	
                   

            
	
                   

            	
                 

            	
              Gary
                W. Garson

            
	
                   

            	
                 

            	
              Senior
                Vice President

            
	
                   

            	
                 

            	
              General
                Counsel and Secretary

            


    

    


    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      D

    


    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. Current
      Report on Form 8-K of the Company filed with the Commission on May 16,
      2006.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2

    


    Schedule
      II

    


    FREE
      WRITING PROSPECTUS

    


    
      	 	
              1.

            	
              Final
                Term Sheet related to the Shares, dated May 25, 2006, filed with
                the
                Commission under Rule 433 under the Securities Act on May 26,
                2006.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3

     

    EXHIBIT
      D 

     

    [Letterhead
      of Lorillard]

     

    May
      31,
      2006

     

          Morgan
      Stanley & Co. Incorporated

          1585
      Broadway

          New
      York, New York 10036

    


    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 Joan H.
      Tisch (the “Selling Stockholder”) of 21,000,000 shares of Loews Common Stock,
      par value $1.00 per share (the “Shares”), of Loews Corporation (“Parent”), a
      Delaware corporation and parent corporation of Lorillard, Inc., pursuant to
      the
      Underwriting Agreement, dated May 25, 2006, among you, the Selling Stockholder
      and the 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 final prospectus supplement dated May 25, 2006, (the “Final Prospectus” and,
      together with the Basic Prospectus, being hereinafter called the “Prospectus”),
      filed by Parent pursuant to Rule 424(b); and (4) the "issuer free writing
      prospectus" (as defined in Rule 433(h)(1) of the Rules and Regulations), dated
      May 25, 2006, identified on Schedule I hereto relating to the Securities (the
      "Free Writing Prospectus" and together with the Basic Prospectus, 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 Company. Accordingly, my personal knowledge of a significant number of
      cases
      and 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4

     

    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 ended
      March 31, 2006 (“Quarterly Report”) under the headings

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5

     

    “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; and

            


    

     

    
      	 	
              3.

            	
              Neither
                the sale of the Shares by the Selling Stockholder, 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. 

            


    

     

    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 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6

     

    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 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,

            
	
                   

            	
                 

            	
                   

            
	
                   

            	
                 

            	
                   

            
	
                   

            	
                 

            	
                   

            
	
                   

            	
                 

            	
                   

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7

    


    Schedule
      I

    


    FREE
      WRITING PROSPECTUS

     

    
      	
              1.

            	
              Final
                Term Sheet related to the Shares, dated May 25, 2006, filed with
                the
                Commission under Rule 433 under the Securities Act on May 26,
                2006.

            


    

     

    

      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      




    EXHIBIT
      E

    


    [Letterhead
      of Sullivan & Cromwell LLP]

    


    


    May
      31,
      2006

    Morgan
      Stanley & Co. Incorporated,

    1585
      Broadway,

    New
      York,
      New York 10036

    


    Dear
      Ladies and Gentlemen:

     

    We
      have
      acted as counsel to Joan H. Tisch (the “Selling Stockholder”) in connection
      with the sale by the Selling Stockholder to you of 21,000,000 shares (the
“Shares”) of Loews Common Stock, par value $1.00 per share (the “Common Stock”),
      of Loews Corporation, a Delaware corporation (the “Company”), pursuant to an
      underwriting agreement (the “Underwriting Agreement”), dated May 25, 2006,
      among the Company, the Selling Stockholder and you. This letter is being
      furnished to you pursuant to Section 6(h) of the Underwriting
      Agreement.

     

    We
      have
      examined such records, certificates and other documents, and such questions
      of
      law, as we have considered necessary or appropriate for the purposes of this
      letter. Upon the basis of such examination, it is our opinion that, assuming
      that you acquire your interest in the Shares without notice of any adverse
      claim
      (within the meaning of Section 8-105 of the New York Uniform Commercial Code
      (the “UCC”)), that you make payment for the Shares as provided in the
      Underwriting Agreement and that such Shares are credited to your securities
      account maintained with The Depository Trust Company, you will have acquired
      a
      valid security entitlement (within the meaning of Section 8-102(a)(7) of the
      UCC) to such Shares, and no action based on an adverse claim (within the meaning
      of Section 8-105 of the UCC) to such Shares may be asserted against you with
      respect to such security entitlement.

     

    The
      foregoing opinion is limited to the Federal laws of the United States and the
      laws of the State of New York, and we are expressing no opinion as to the
      effect of the laws of any other jurisdiction.

     

    In
      rendering the foregoing opinion, we have relied as to certain matters upon
      information obtained from public officials, officers of the Company and other
      sources believed by us to be responsible, and we have assumed that the
      signatures on all documents examined by us are genuine, an assumption which
      we
      have not independently verified.

     

    This
      letter is furnished by us solely for your benefit in connection with the
      transactions referred to in the Underwriting Agreement and may not be used,
      circulated, quoted or otherwise referred to for purpose or relied upon by,
      or
      assigned to, any other person for any purpose without our prior written
      consent.

     

    


    
      	
                   

            	
              Very
                truly yours,

            
	
                   

            	
                 

            	
                   

            


    

    


     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      I

     

    Underwriting
      Agreement dated May 25, 2006.

     

    Registration
      Statement No. 333-132334.

     

    Representative(s):
      Morgan
      Stanley & Co. Incorporated

     

    Title,
      Purchase Price and Description of Securities:

     

    Title:
      Loews Common Stock

     

    Number
      of
      Securities to be sold by the Selling Stockholder: 21,000,000

     

    Price
      per
      Share to the Underwriters - total: $33.50

     

    Other
      provisions:

     

    Closing
      Date, Time and Location: May 31, 2006 at 10:00 a.m. at the offices of Cravath,
      Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York,
      10019.

     

    Information
      provided for purposes of Section 8(c): 

     

    (i)
      the
      last paragraph on the cover page of the Final Prospectus regarding sales by
      the
      Underwriters of the Securities and (ii) in the Final Prospectus under the
      heading “Underwriting,” (a) the language in the first paragraph regarding the
      Underwriters and their respective participation in the sale of the Securities;
      (b) the third paragraph regarding sales by the Underwriters of the Securities;
      and (c) the seventh and eighth paragraphs related to stabilization and syndicate
      covering transactions.

     

    Address
      for notices pursuant to Section 12:

    


                Morgan
      Stanley & Co. Incorporated

                1585
      Broadway

                New
      York, New York 10036

                Fax
      no.: (212-761-0260)

                Attention
      of: General Counsel

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2

     

    SCHEDULE
      II

     

    
      	 	 	
              Number
                of 

            
	
              Underwriters

            	 	
              Securities
                to be Purchased

            
	
              Morgan
                Stanley & Co. Incorporated

            	 	
              21,000,000

            
	
                          Total.
                . . . . . . . .

            	 	
              21,000,000

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3

     

    SCHEDULE
      III

     

    Schedule
      of Free Writing Prospectuses included in the Disclosure Package

    


    1.
      Free
      writing prospectus, dated May 25, 2006, relating to the pricing terms of the
      Securities.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4

     

    SCHEDULE
      IV

     

    Schedule
      of other information included in the Disclosure Package

    


    Not
      applicable