Unassociated Document





	 	
      Exhibit
      10.19








	 	
      February
      11, 2005
	 









Mr.
Preston
R.
Tisch

667
Madison Avenue

New York,
New York 10021




Dear Mr.
Tisch:




Reference
is made to your Employment Agreement with Loews Corporation (the "Company"),
dated March 1, 1988, as amended by agreements dated March 1, 1990, October 22,
1992, October 18, 1994, February 20, 1996, November 3, 1998, and as of
January 1, 2001, January
1, 2003 and as
of January 1, 2004 (the "Employment Agreement").




This will
confirm our agreement that the Employment Agreement is amended as
follows:




1. The
period of your employment under and pursuant to the Employment Agreement is
hereby extended for an additional period through and including March 31,
2007 upon all
the terms, conditions and provisions of the Employment Agreement, as hereby
amended.




2. You
shall be paid a basic salary (the "Basic Salary") for your services under and
pursuant to the Employment Agreement at the rate of $950,000 per
annum through March 31,
2007. Basic
Salary shall be payable in accordance with the Company's customary payroll
practices for executives as in effect from time to time, and shall be subject to
such increases as the Board of Directors of the Company, in its sole discretion,
may from time to time determine. Such Basic Salary shall be exclusive of fees
received by you as a director and as a member of Committees of the Boards of
Directors of other corporations, including subsidiaries, affiliates and
investees of the Company.




3. In
addition to receipt of Basic Salary under the Employment Agreement, you shall
participate in and shall receive incentive compensation under the Incentive
Compensation Plan for Executive Officers of the Company (the "Compensation
Plan") as awarded by the Compensation Committee of the Board of Directors of the
Company.

























Mr.
Preston R. Tisch

As of
February 11, 2005

Page
2







4.
Incentive based compensation awarded in relation to applicable years under the
Compensation Plan shall be included in the computation of pensionable earnings
in determining your Supplemental Benefits under the Employment Agreement. In no
event, however, shall such Supplemental Benefits duplicate benefits under the
Company's Benefit Equalization Plan as amended from time to time. 




Except as
herein modified or amended, the Employment Agreement shall remain in full force
and effect.




If the
foregoing is in accordance with your understanding, would you please sign the
enclosed duplicate copy of this Letter Agreement at the place indicated below
and return the same to us for our records.








	 	 	
      Very
      truly yours,
	 
	 	 	 	 
	 	 	
      LOEWS
      CORPORATION
	 
	 	 	 	 
	 	 	 	 
	 	
      By:
	
      /s/
      Gary W. Garson
	 
	 	 	
      Gary
      W. Garson
	 
	 	 	
      Senior
      Vice President
	 







	
      ACCEPTED
      AND AGREED TO:
	 
	 	 
	
      /s/
      Preston R. Tisch
	 
	
        Preston
      R. Tisch
	 



























 


	 	
      As
      of January 1, 2004
	 









Mr.
Preston
R.
Tisch

667
Madison Avenue

New York,
New York 10021




Dear Mr.
Tisch:




Reference
is made to your Employment Agreement with Loews Corporation (the "Company"),
dated March 1, 1988, as amended by agreements dated March 1, 1990, October 22,
1992, October 18, 1994, February 20, 1996, November 3, 1998, and as of
January 1, 2001 and as
of January 1, 2003 (the
"Employment Agreement").




This will
confirm our agreement that the Employment Agreement is amended as
follows:




1. The
period of your employment under and pursuant to the Employment Agreement is
hereby extended for an additional period through and including March 31,
2005 upon all
the terms, conditions and provisions of the Employment Agreement, as hereby
amended.




2. You
shall be paid a basic salary (the "Basic Salary") for your services under and
pursuant to the Employment Agreement at the rate of $950,000 per
annum for the extension period January 1, 2004
through
March 31,
2005. Basic
Salary shall be payable in accordance with the Company's customary payroll
practices for executives as in effect from time to time, and shall be subject to
such increases as the Board of Directors of the Company, in its sole discretion,
may from time to time determine. Such Basic Salary shall be exclusive of fees
received by you as a director and as a member of Committees of the Boards of
Directors of other corporations, including subsidiaries, affiliates and
investees of the Company.




3. In
addition to receipt of Basic Salary under the Employment Agreement, you shall
participate in and shall receive incentive compensation under the Incentive
Compensation Plan for Executive Officers of the Company (the "Compensation
Plan") as awarded by the Incentive Compensation Committee of the Board of
Directors of the Company.

 






















Mr.
Preston R. Tisch

As of
January 1, 2004

Page
2







4.
Incentive based compensation awarded in relation to applicable years under the
Compensation Plan shall be included in the computation of pensionable earnings
in determining your Supplemental Benefits under the Employment Agreement. In no
event, however, shall such Supplemental Benefits duplicate benefits under the
Company's Benefit Equalization Plan as amended from time to time. 




Except as
herein modified or amended, the Employment Agreement shall remain in full force
and effect.




If the
foregoing is in accordance with your understanding, would you please sign the
enclosed duplicate copy of this Letter Agreement at the place indicated below
and return the same to us for our records.








	 	 	
      Very
      truly yours,
	 
	 	 	 	 
	 	 	
      LOEWS
      CORPORATION
	 
	 	 	 	 
	 	 	 	 
	 	
      By:
	
      /s/
      Gary W. Garson
	 
	 	 	
      Gary
      W. Garson
	 
	 	 	
      Senior
      Vice President
	 







	
      ACCEPTED
      AND AGREED TO:
	 
	 	 
	
      /s/
      Preston R. Tisch
	 
	
        Preston
      R. Tisch
	 


























 


	 	
      As
      of January 1, 2003
	 









Mr.
Preston
R.
Tisch

667
Madison Avenue

New York,
New York 10021




Dear Mr.
Tisch:




Reference
is made to your Employment Agreement with Loews Corporation (the "Company"),
dated March 1, 1988, as amended by agreements March 1, 1990, October 22, 1992,
October 18, 1994, February 20, 1996, November 3, 1998 and as of and January
1, 2001 (the "Employment Agreement").




This will
confirm our agreement that the Employment Agreement is amended as
follows:




1. The
period of your employment under and pursuant to the Employment Agreement is
hereby extended for an additional period through and including December
31, 2003 upon all
the terms, conditions and provisions of the Employment Agreement, as hereby
amended.




2. You
shall be paid a basic salary (the "Basic Salary") for your services under and
pursuant to the Employment Agreement at the rate of $800,000 per
annum for the extension period January 1, 2003 through
December
31, 2003. Basic
Salary shall be payable in accordance with the Company's customary payroll
practices for executives as in effect from time to time, and shall be subject to
such increases as the Board of Directors of the Company, in its sole discretion,
may from time to time determine. Such Basic Salary shall be exclusive of fees
received by you as a director and as a member of Committees of the Boards of
Directors of other corporations, including subsidiaries, affiliates and
investees of the Company.




3. In
addition to receipt of Basic Salary under the Employment Agreement, you shall
participate in and shall receive incentive compensation under the Incentive
Compensation Plan for Executive Officers of the Company (the "Compensation
Plan") as awarded by the Incentive Compensation Committee of the Board of
Directors of the Company.




 





















Mr.
Preston R. Tisch

As of
January 1, 2003

Page
2







4.
Incentive based compensation awarded in relation to applicable years under the
Compensation Plan shall be included in the computation of pensionable earnings
in determining your Supplemental Benefits under the Employment Agreement. In no
event, however, shall such Supplemental Benefits duplicate benefits under the
Company's Benefit Equalization Plan as amended from time to time.




Except as
herein modified or amended, the Employment Agreement shall remain in full force
and effect.




If the
foregoing is in accordance with your understanding, would you please sign the
enclosed duplicate copy of this Letter Agreement at the place indicated below
and return the same to us for our records.








	 	 	
      Very
      truly yours,
	 
	 	 	 	 
	 	 	
      LOEWS
      CORPORATION
	 
	 	 	 	 
	 	 	 	 
	 	
      By:
	
      /s/
      Gary W. Garson
	 
	 	 	
      Gary
      W. Garson
	 
	 	 	
      Senior
      Vice President
	 







	
      ACCEPTED
      AND AGREED TO:
	 
	 	 
	
      /s/
      Preston R. Tisch
	 
	
        Preston
      R. Tisch