SUPPLEMENTAL RETIREMENT AGREEMENT

  AGREEMENT made on March 24, 2000 between LOEWS CORPORATION (the "Company")
and Peter Keegan (the "Executive").


                              W I T N E S S E T H:


  WHEREAS, the Executive is currently serving as an executive employee of the
Company, and the Company and the Executive desire that the Executive's
retirement benefits be supplemented on the terms and conditions set forth
herein.

  NOW, THEREFORE, the parties agree as follows:

  1.  In connection with his employment by the Company, the Executive shall be
entitled to the following, in addition to his compensation and benefits:

(a)  An account (the "Account") shall be established for the Executive (which
shall not be funded) which may be credited each year commencing in 1999. The
Executive shall become eligible and vested in the Account as of January 1,
1999.

(b)  The Account shall be credited with an initial balance in the amount of
$200,000 as of June 30, 1999.

(c)  The Account shall be credited on the last day of each calendar year with
the Interest Credit which would have been credited under Section 3.3 of the
Loews Corporation Cash Balance Plan (the "Plan"). It is intended that the
Account shall receive one half year's Interest Credit on the last day of
calendar year 1999 for

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     the initial balance of $200,000 for the calendar year 1999.

(d)  The Account shall be accumulated until the Executive's termination of
employment. At such time, the amount in the Account shall be converted into an
actuarially equivalent annuity, payable at the Executive's election in the
form of a single life annuity, a joint and survivor annuity, or a 10 year
certain annuity, payable monthly. For purposes of this Agreement, the term
"actuarial equivalent" shall have the meaning ascribed to it in Section 1.3 of
the Plan.

  2.  In lieu of the benefits due under the preceding paragraphs, the
Executive may request (at least one year prior to retirement) to receive the
accumulated balance in the Account as a lump sum upon retirement, provided
that such request is approved by the Chief Executive Officer of the Company.

  3.  If the Executive should die before payments have commenced under the
preceding paragraphs, and in lieu of the benefits due under the preceding
paragraphs, the accumulated balance in the Account shall be paid as soon as
practicable after the Executive's death to his wife, Jane L. Carpenter. The
Executive may revoke such beneficiary designation and designate a new
beneficiary or beneficiaries by giving written notice as provided in Paragraph
4 below. Such alternative beneficiary designation must be received prior to
the Executive's death.

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  4.  All notices, requests, designations and other communications provided
for by this Agreement shall be in writing and shall be personally delivered or
mailed by registered or certified mail to the address of the party to whom
intended as specified below or notice sent in accordance with this Paragraph.

                                         If to the Company, at:

                                               667 Madison Avenue
                                               New York, NY 10021
                                               Attention: Corporate Secretary

                                         If to the Executive, at:

                                               1192 Park Avenue
                                               New York, NY 10012

Any such writings shall be effective upon receipt.

  5.  This Agreement sets forth the entire understanding between the parties
with respect to the subject matter hereof and supersedes all prior
understandings and agreements. No change, termination or waiver of any of the
provisions hereof shall be binding unless in writing and signed by the party
against whom the same is sought to be enforced. The Agreement shall be
governed by and construed in accordance with the laws of the State of New
York.

  IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly
executed as of the day and year first above written.


                                         LOEWS CORPORATION


                                         By:  /s/ James S. Tisch
                                            ------------------------

Accepted and Agreed to:

/s/ Peter W. Keegan
---------------------------
The Executive

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