Unassociated Document


    
      

    

    Exhibit
10.01


    LOEWS
CORPORATION

    DEFERRED COMPENSATION
PLAN

    amended
and restated as of January 1, 2008

    


    


    
      
        	 
      	 
      
	 
      	
                August
      1, 2008

              


      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              1.

            	
              PURPOSE

            


    

    The
purpose of the Loews Corporation Deferred Compensation Plan (the “Plan”) is to
provide non-employee directors of Loews Corporation (the “Corporation”), select
management employees of the Corporation and select management employees of
certain of its Subsidiaries and Affiliates (hereinafter, with the Corporation,
collectively referred to as the “Company”) as determined by the Administrative
Committee for the Deferred Compensation Plan, an opportunity, in accordance with
the terms and conditions set forth herein, to defer, on a non-qualified basis,
compensation that would otherwise be payable currently.

    


    
      	
              2.

            	
              ADMINISTRATION

            


    

    The Plan
shall be administered by a committee (the “Administrative Committee for the
Deferred Compensation Plan”, hereinafter referred to as the “Committee”)
consisting of at least three members appointed by the Board of Directors of the
Corporation (the “Board”). The Committee shall have the sole and complete
authority to interpret the terms and provisions of the Plan, to adopt, alter or
repeal such administrative rules, regulations or practices governing the
operation of the Plan and make all other determinations as it shall from time to
time deem necessary, advisable or appropriate. The decisions, actions,
determinations and records of the Committee shall be conclusive and binding upon
the Company and all persons having or claiming to have any right or interest in
or under the Plan.  The Committee may appoint a person or persons to
administer the Plan on a day-to-day basis.

    


    
      	
              3.

            	
              ELIGIBILITY

            


    

    The
Committee shall have the sole and absolute discretion to select those
individuals who shall participate in the Plan (“Participants”) and shall
determine the extent to which Participants can defer compensation.

    


    
      	
              4.

            	
              ELECTION
      TO DEFER

            


    

    
      	
            	
              (a)

            	
              A
      Participant may elect to defer receipt of a portion of his/her
      compensation (as defined in Paragraph 10 hereunder) as (and to the extent)
      permitted by the Committee.  A Participant shall also elect the
      rate of interest to be applied to the deferral in accordance with the
      Company’s procedures with respect to such
  deferral.

            


    

    


    
      	
            	
              (b)

            	
              The
      election by a Participant to defer compensation shall be made before the
      beginning of the calendar year in which such compensation is
      earned.

            


    

    


    
      	
            	
              (c)

            	
              A
      Participant must make an election as to the amount deferred with respect
      to each calendar year of participation in the Plan. Amounts deferred under
      this Paragraph 4 shall be referred to as the “Deferred Amounts”. Election
      forms for Participants to defer compensation shall be provided by the
      Committee, and all such elections shall be made in writing on such
      forms.

            


    

    


    
      	
            	
              (d)

            	
              All
      amounts deferred prior to January 1, 2005 together with any income earned
      thereon are deemed “grandfathered” pursuant to Section 409A of the
      Internal Revenue Code, as amended, the Treasury Regulations issued
      thereunder and all

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    other
applicable guidance (“Section 409A”), and shall be administered in accordance
with the Plan in effect as of October 4, 2004, except that the notional interest
rates earned on amounts deferred prior to January 1, 2005 shall be revised, if
necessary, to comply with the proposed Treasury regulations issued under Section
409A.

    


    All
Participants shall receive an annual statement listing their deferred
compensation by year of election together with all respective interest income
earned thereon.

    


    
      	
              5.

            	
              ESTABLISHMENT
      OF DEFERRED COMPENSATION ACCOUNT

            


    

    At the
time of the Participant’s initial election to defer pursuant to Paragraph 4, the
Company shall establish a memorandum account (a “Deferred Compensation Account”)
for each participant on its books. The Deferred Amount (as determined under the
participant’s election form) shall be credited to the Participant’s Deferred
Compensation Account as of the day that the compensation would otherwise have
been paid to the Participant.

    


    
      	
              6.

            	
              ADDITIONS
      TO DEFERRED AMOUNTS

            


    

    Amounts
equivalent to interest (“Interest”) shall be credited to a Participant’s
Deferred Compensation Account at the end of each calendar year based on the
average balance (including Deferred Amounts and prior interest credits) in the
Participant’s Account for such year. Interest for any calendar year shall be
computed at a rate equal to the Constant Maturity Treasuries plus twenty-five
basis points as reported in the Federal Reserve Bank H15 Report as of the first
business day of November of the prior year, with the following one exception
that is applicable only for the 2006 deferral:

    


    The rate
for a 30-year period shall be the rate for a 20-year Constant Maturity Treasury
with a linear extrapolation factor for 10 years as reported in the Federal
Reserve Bank H15 Report as of the first business day of November of the prior
year.

    


    A
Deferred Compensation Account that is paid out prior to the last day of a
calendar year shall be credited with Interest for a partial year ending with the
date of payout based on the average balance in the Participant’s Account for
such partial year.

    


    
      	
              7.

            	
              PAYMENT
      OF DEFERRED AMOUNTS

            


    

    Distributions
of a Participant’s Deferred Compensation Account shall be made within ninety
(90) days following the earliest to occur of (i) a fixed date elected by the
Participant in accordance with Paragraph 4 that is at least 3 years following
the date on which the compensation would have been paid to the Participant if
the Participant did not elect to defer it hereunder, or if sooner, the
Participant’s termination of service from the Company, or (ii) any of the events
described in Subparagraph (b) below.

    


    
      	
            	
              (a)

            	
              The
      Participant shall elect, in his/her election to defer, that his/her
      Deferred Compensation Account be paid
either:

            


    

    

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    
      	
            	
              (i)

            	
              in
      a lump sum; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      a series of annual installment payments (each as nearly equal as
      possible), the number of which cannot exceed fifteen, as the Participant
      shall elect under rules established by the Committee. Each series shall be
      designated as a separate payment.

            


    

    


    Notwithstanding
the foregoing, (I) except as provided in Subparagraphs (b)(i) and (b)(ii) below,
and (II) in the absence of an election by a Participant, all distributions shall
be made in the form of a lump sum payment.

    


    
      	
            	
              (b)

            	
              (i)
      In the event of the Participant’s death or Disability (as defined below),
      payment of the balance in the Participant’s Deferred Compensation Account
      shall be made or commence as elected by the Participant in the election to
      defer, to the Participant’s designated beneficiary or if none, to the
      Participant’s estate, in the case of death, or to the Participant, in the
      case of Disability within ninety (90) days of the determination of a
      Participant’s Disability or death;

            


    

    


    (ii) In
the event of the Participant’s termination of service from the Company for
Retirement (as defined below), or the End of Service as a Non-Employee Director
(defined below), payment of the balance in the Participant’s Deferred
Compensation Account shall be made or commence as elected by the Participant in
the election to defer within ninety (90) days of the Participant’s Retirement or
End of Service as a Director; and

    


    (iii) In
the event of the Participant’s termination of service from the Company for any
reason other than death, Retirement or the End of Service as a Non-Employee
Director, payment of the balance in the Participant’s Deferred Compensation
Account shall be made in a lump sum within ninety (90) days of the Participant’s
termination of service from the Company, notwithstanding the Participant’s
election to the contrary.

    


    If the
Participant is a Specified Employee (as defined below), all payments to be made
pursuant to Subparagraph (b)(ii) and (b)(iii) above, to the extent necessary to
comply with Section 409A, shall be paid or commence on the first of the month
following six (6) months subsequent to the designated event in (ii) and (iii)
(the “Specified Employee Payment Date”).  Within thirty (30) days
following the Specified Employee Payment Date, each Specified Employee who has
elected to receive his/her benefit in a series of annual installment payments,
and whose benefit has been delayed, shall receive a lump sum cash payment in an
amount equal to the amount of the delayed installment payment(s) such
Participant would have otherwise received prior to the Specified Employee
Payment Date plus applicable interest at the most recent H15 short-term rate,
compounded annually.

    


    
      	
            	
              (c)

            	
              Anything
      contained in this Paragraph 7 to the contrary notwithstanding, in the
      event a Participant incurs an Unforeseeable Emergency (as defined below),
      the Committee, upon written application of such Participant, shall direct
      immediate

            


    

    

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    payment
of all or a portion of the then current value of such Participant’s Deferred
Compensation Account. The amount of the distribution shall be limited to the
amount needed to satisfy the emergency plus federal, state, local or foreign
income taxes reasonably anticipated to be owed by the Participant as a result of
the distribution. Such distributions shall not be allowed to the extent that the
hardship may be relieved through reimbursement or compensation by insurance or
otherwise, or by liquidation of the Participant’s assets (to the extent such
liquidation would not itself cause a severe financial hardship).  The
Committee shall determine, in accordance with Section 409A whether the
Participant has incurred an Unforeseeable Emergency and the amount needed to
satisfy such emergency.

    


    
      	
            	
              (d)

            	
              For
      deferrals on or after January 1, 2005, a Participant may make a new
      election as to the time and/or form of payment at any time with respect to
      prior deferrals, provided, that; (1) such election shall not take effect
      until at least 12 months after the date on which such election is made;
      (2) the first payment with respect to which such election is made is
      deferred for a period of not less than 5 years; and, (3) such election
      shall not be made less than 12 months prior to the date of the first
      scheduled payment.

            


    

    


    
      	
              8.

            	
              TRANSFERABILITY
      OF INTERESTS

            


    

    Except
for the right of a Participant to designate a beneficiary as hereinabove
provided, a Participant, or beneficiary’s rights and interests may not be
anticipated, alienated, assigned, pledged, transferred or otherwise
encumbered.

    


    
      	
              9.

            	
              AMENDMENT,
      SUSPENSION AND TERMINATION

            


    

    The
Corporation, in its sole and absolute discretion, at any time may amend, suspend
or terminate the Plan or any portion thereof to the extent permitted under
Section 409A.  No such amendment, suspension or termination shall
alter or impair the rights of a Participant with respect to then Deferred
Amounts.

    


    
      	
              10.

            	
              DEFINITIONS

            


    

    
      	
            	
              (a)

            	
              The
      term “Affiliate” means any corporation or other entity which is not a
      Subsidiary but as to which the Corporation or a Subsidiary possesses a
      direct or indirect ownership
interest.

            


    

    


    
      	
            	
              (b)

            	
              The
      term “Compensation” shall mean:

            


    

     

    
      	
            	
              (i)

            	
              base
      salary for employees; and,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              cash
      retainer and meeting fees for non-employee directors of the
      Corporation.

            


    

    


    
      	
            	
              (c)

            	
              The
      term “Disability” shall mean that the Participant is, on account of any
      medically determinable physical or mental impairment that can be expected
      to result in death or can be expected to last for a continuous period of
      not less than twelve (12) months, either (i) unable to engage in any
      substantial gainful activity,

            


    

    

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              is
      eligible to receive disability benefits from the Social Security
      Administration, or (iii) otherwise considered “disabled” pursuant to
      Section 409A.

            


    

    


    
      	
            	
              (d)

            	
              The
      term “End of Service as a Non-Employee Director” shall mean a non-employee
      director’s separation from service.

            


    

    


    
      	
            	
              (e)

            	
              The
      term “Retirement” shall mean a termination of employment occurring on or
      after the first to occur of attainment of (a) age fifty-five (55) with
      twenty (20) years of service, or (b) age sixty (60) with ten (10) years of
      service.  For this purpose, service of the Participant with the
      Company, its Subsidiaries and any corporation or other entity that is the
      successor of the Company shall be deemed service with the
      Company.

            


    

     

    
      	
            	
              (f)

            	
              The
      term “Specified Employee” means one of the top fifty (50) highest
      compensated employees of the Corporation and its controlled group
      determined pursuant to the Corporation’s procedures and consistent with
      Section 409A and the regulations promulgated
  thereunder.

            


    

    


    
      	
            	
              (g)

            	
              The
      term “Subsidiary” shall mean any corporation or other entity eighty
      percent (80%) or more of the voting stock or ownership interest of which
      is owned directly or indirectly by the
  Corporation.

            


    

    


    
      	
            	
              (h)

            	
              The
      term “Unforeseeable Emergency” means, with respect to a Participant, a
      severe financial hardship resulting from: (1) an illness or accident of
      the Participant, the Participant’s spouse, or a dependent; (2) loss of the
      Participant’s property due to casualty; or (3) other similar extraordinary
      and unforeseeable circumstances arising as a result of events beyond the
      control of the Participant, in each case as permitted pursuant to Section
      409A.

            


    

    


    
      	
              11.

            	
              UNFUNDED
      OBLIGATION

            


    

    No assets
of the Company have been set aside to provide for the payment of the Deferred
Amounts. Assets of the Company are subject to the claims of the Company’s
general creditors. The Plan is intended to be, and shall be operated and
administered to be, a plan which is unfunded and which is maintained primarily
for the purpose of providing deferred compensation for a selected group of
non-employee directors and management employees. The Company shall make no
provision for the funding or insuring of Deferred Amounts that would cause the
Plan to be (i) a “funded” plan for purposes of Section 404(a)(5) of the Internal
Revenue Code of 1986, as amended or Title I of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), or (ii) other than an “unfunded and
unsecured promise to pay money or property in the future” under Treasury
Regulations Sections 1.83-3(e). A Participant and his/her beneficiary shall be
treated as a general unsecured creditor of the Company at all times under this
Plan, except as otherwise provided under applicable state law.

    

      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    
      	
              12.

            	
              NO
      RIGHT TO EMPLOYMENT, TO RENDER SERVICES, OR OTHER
  BENEFITS

            


    

    This Plan
shall not constitute a contract of employment, nor an arrangement to render
services, between the Company and the Participant, and nothing contained herein
shall be construed as conferring upon any Participant the right to continue in
the employ of, nor the right to continue to render services to, the
Company.

    


    Any
compensation deferred and any benefits paid under this Plan shall be disregarded
in computing benefits under any employee benefit plan of the Company, except to
the extent expressly provided for in such employee benefit plans; and, further
provided that any benefit which would have been payable to Participants under
the “Retirement Plan for Employees of Loews Corporation” had compensation
deferred under this Plan been included in Compensation (for Retirement Plan
purposes) in the calendar year in which it would have been so included had it
not been deferred hereunder, shall be paid under the “Benefit Equalization
Plan”.

    


    
      	
              13.

            	
              EFFECTIVE
      DATE

            


    

    The Plan,
as amended and restated, shall be effective January 1, 2008.

    


    
      	
              14.

            	
              GOVERNING
      LAW

            


    

    The Plan
shall be governed by the laws of the State of New York without reference to the
principles of conflict of laws.

    


    
      	
              15.

            	
              COMPLIANCE
      WITH SECTION 409A

            


    

    The Plan,
with respect to all amounts deferred subsequent to December 31, 2004 is intended
to comply with the applicable provisions of Section 409A and shall be
administered in accordance with Section 409A to the extent Section 409A applies
to the Plan.  Accordingly, the Plan shall be construed in a manner
consistent with those provisions and may, at any time, be amended in the manner
and to the extent determined necessary or desirable by the Company to reflect or
otherwise facilitate compliance with such provisions with respect to amounts
deferred on or after January 1, 2005. There are rights and benefits that existed
under the Plan as of October 3, 2004 that are deemed to be “grandfathered”
pursuant to Section 409A.  Notwithstanding any other provision of this
Plan to the contrary, to the extent required by Section 409A, any payment
otherwise due to a Participant upon his/her termination of employment or service
with the Company shall not be made until and unless such termination of
employment or service constitutes a “separation from service,” as such term is
defined under Section 409A.  This provision shall have no effect on
payments otherwise due or payable to the Participant or on his/her behalf, which
are not on account of his/her termination of employment with the Company,
including as a result of death.

    


    
      	
              16.

            	
              CLAIMS
      PROCEDURE

            


    

    Any
application for benefits, inquiries about the Plan or inquiries about present or
future rights under the Plan must be submitted in writing to the person or
persons selected by

    

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    the
Administrator (which may be the Administrator) (such person or persons, “Claims
Administrator”), as follows:

    


    
      	
            	
              (a)

            	
              In
      the event that any application for benefits is denied in whole or in part,
      the Claims Administrator must notify the applicant, in written or
      electronic format, of the denial of the application, and of the
      applicant’s right to review the denial.  The notice of denial
      shall be set forth in a manner designed to be understood by the applicant,
      and shall include specific reasons for the denial, specific references to
      the Plan provision upon which the denial is based, a description of any
      information or material that the Claims Administrator needs to complete
      the review, and an explanation of the Plan’s review
    procedure.

            


    

    


    
      	
            	
              (b)

            	
              This
      notice shall be given to the applicant within ninety (90) days after the
      Claims Administrator receives the application, unless special
      circumstances require an extension of time, in which case, the Claims
      Administrator has up to an additional ninety (90) days for processing the
      application.  If an extension of time for processing is
      required, written or electronic notice of the extension shall be furnished
      to the applicant before the end of the initial ninety (90)-day
      period.

            


    

    


    
      	
            	
              (c)

            	
              This
      notice of extension shall describe the special circumstances necessitating
      the additional time and the date by which the Claims Administrator is to
      render his/her decision on the application. The applicant shall then be
      permitted to appeal the denial in accordance with the Review Procedure
      described below.

            


    

    


    
      	
            	
              (d)

            	
              Request for a
      Review.  Any person (or that person’s authorized
      representative) for whom an application for benefits is denied, in whole
      or in part, may appeal the denial by submitting a request for a review to
      the Claims Administrator within 60 days after the application is
      denied.  The Claims Administrator shall give the applicant (or
      his/her representative) a reasonable opportunity for a full and fair
      review of a claim and adverse benefit determination,
      including:  (i) the opportunity to submit written comments,
      documents, records and other information relating to the claim for
      benefits; (ii) the provision, upon request and free of charge, of
      reasonable access to and copies of, all documents, records and other
      information relevant to the claimant’s claim for benefits, and (iii) a
      review that takes into account all comments, documents, records, and other
      information submitted by the claimant relating to the claim, without
      regard to whether such information was submitted or considered in the
      initial benefit determination.  A request for a review shall be
      in writing and shall be addressed
to:

            


    

    


    Director,
Employee Benefits

    Loews
Corporation

    655
Madison Avenue

    New York,
NY 10065

    


    
      	
            	
              (e)

            	
              A
      request for review must set forth all of the grounds on which it is based,
      all facts in support of the request and any other matters that the
      applicant feels are pertinent.  The Claims Administrator may
      require the applicant to submit

            


    

    

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    additional
facts, documents or other material as he or she may find necessary or
appropriate in making his/her review.

     

    
      	
            	
              (f)

            	
              Decision on
      Review.  The Claims Administrator shall act on each
      request for review within sixty (60) days after receipt of the request,
      unless special circumstances require an extension of time (not to exceed
      an additional sixty (60) days), for processing the request for a
      review.  If an extension for review is required, written or
      electronic notice of the extension shall be furnished to the applicant
      within the initial sixty (60)-day period.  The Claims
      Administrator shall give prompt, written or electronic notice of his/her
      decision to the applicant.  In the event that the Claims
      Administrator confirms the denial of the application for benefits in whole
      or in part, the notice shall outline, in a manner calculated to be
      understood by the applicant: (i) the specific reason or reasons for the
      adverse determination, (ii) the specific Plan provisions upon which the
      decision is based, (iii) a description of any additional material or
      information necessary for the claimant to perfect the claim and an
      explanation of why such material or information is necessary, (iv) a
      description of the Plan’s review procedures and the time limits applicable
      to such procedures, including a statement of the claimant’s right to bring
      a civil action under Section 502(a) of ERISA following an adverse benefit
      determination on review.

            


    

    


    
      	
            	
              (g)

            	
              Rules and
      Procedures.  The Claims Administrator may establish rules
      and procedures, consistent with the Plan and with ERISA, as necessary and
      appropriate in carrying out his/her responsibilities in reviewing benefit
      claims.  The Claims Administrator may require an applicant who
      wishes to submit additional information in connection with an appeal from
      the denial of benefits to do so at the applicant’s own
      expense.

            


    

    


    
      	
            	
              (h)

            	
              Exhaustion of
      Remedies.  No legal action for benefits under the Plan
      may be brought until the applicant (i) has submitted a written application
      for benefits in accordance with the procedures described by paragraph
      16(a) above, (ii) has been notified by the Claims Administrator that the
      application is denied, (iii) has filed a written request for a review of
      the application in accordance with the appeal procedure described in
      paragraph 16(d) above, and (iv) has been notified in writing or
      electronically that the Claims Administrator has denied the
      appeal.

            


    

    
       

       

      
        
           

        

        
          9