Unassociated Document


    Exhibit
      10.1

    
 

    FOURTH
      AMENDMENT TO SUPPLEMENTAL RETIREMENT AGREEMENT

    


    


    


    This
      shall constitute the Fourth Amendment, made as of December 6, 2005, to that
      Supplemental Retirement Agreement made on March 24, 2000 (the “Agreement”),
      between Loews Corporation (the “Company”) and Peter Keegan (the
“Executive”).

    


    


    WITNESSETH:

    


    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 therein.

    


    


    NOW,
      THEREFORE, the parties agree as follows:

    


    


    Paragraph
      1 of the Agreement is hereby amended by adding the following new clause
      (h):

    


    “(h)
      Effective as of December 31, 2005 the Account shall be credited in an
      additional amount of $569,139. Interest Credits shall also continue to be made
      each year under paragraph 1(c) for all amounts in the Account. No duplication
      is
      hereby intended.”

    


    


    Paragraph
      1 of the Agreement shall be further amended by the adding of the following
      new
      clause (i):

    


    “(i)
      Notwithstanding anything in any prior agreements between the Company and the
      Executive to the contrary, the 2005 Amount, including any real or notional
      interest or earnings on such amount, shall in all events be paid to the
      Executive within a reasonable time following the earliest to occur of the
      following (all terms used herein shall have the meanings ascribed to such terms
      under Section 409A of the Internal Revenue Code (the "Code") and any Treasury
      Regulations or other guidance issued thereunder): (i) the Executive's separation
      from service (except as provided below); (ii) the disability of the Executive;
      (iii) the death of the Executive; or (iv) the occurrence to the Executive of
      an
      unforeseeable emergency. In the event that the Executive is a Key Employee
      (as
      defined in Section 409A of the Code) of the Company at the time of his
      separation from service, distribution may only be made in connection with such
      separation from service at such time as shall be permitted under Section



    
      
        
        

      

      
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    409A
      of
      the Code. Interest will be credited to such amount during the time of any such
      delay required under the Code.

    


    Payment
      to the Executive will be made as designated at the time of executing the
      agreement in the form of:

    


    
      	 	
                 
                 x      

            	
              a
                single lump sum

            


    

    


    
      	 	
                   
                     

            	
              a
                single life annuity which is the actuarial equivalent of the single
                lump
                sum using the 30-year Treasury Rate for the fifth month preceding
                the
                annuity starting date and the mortality table described in Revenue
                Ruling
                2001-62 (blend of 50% of male mortality and 50% of female mortality
                from
                the UP94 table projected to 2002).

            


    

    


    
      	 	
                   
                     

            	
              a
                joint and survivor annuity with a survivor benefit payable to the
                beneficiary equal to 25% 50% 100% (circle one) of the benefit payable
                to
                the Executive. This is the actuarial equivalent of the single life
                annuity
                using an interest rate of 7% and the mortality table described in
                Revenue
                Ruling 95-6 (blend of 50% of male mortality and 50% of female mortality
                from the 1983 Group Annuity Mortality
                Table).

            


    

    


    
      	 	
                         

            	
              a
                guaranteed benefit annuity. A guaranteed benefit annuity is an annuity
                payable for the life of the Executive, with the excess, if any, of
                the
                value of the Account at the date benefits commence over the aggregate
                amount of payments made during the Executive's life, payable to the
                beneficiary of the Executive in a single lump sum. This is the actuarial
                equivalent of the single life annuity using the 30-year Treasury
                Rate for
                the fifth month preceding the annuity starting date and the mortality
                table described in Revenue Ruling 2001-62 (blend of 50% of male mortality
                and 50% of female mortality from the UP94 table projected to
                2002).

            


    

    


    Changes
      in the form of benefit payment selected above must be made at least one full
      year before payments are scheduled to commence and may not take effect until
      at
      least five years after payment would otherwise have been made. Acceleration
      of
      benefit payments will never be permitted, except as may be permitted under
      Section 409A of the Code. Notwithstanding the restrictions of the preceding
      two
      sentences, changes from one form of annuity to another (e.g. from a single
      life
      annuity to a joint and survivor annuity) may be made at any time prior to the
      date the benefit commences. 


    
      
        
        

      

      
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    The
      provisions of this subparagraph (i), including the requirements regarding the
      form of payment and that payment be made only upon the occurrence of the
      specific events described above, shall apply only to the 2005 amount, which
      is
      subject to the provisions of Section 409A of the Code. Accordingly, unless
      published guidance issued pursuant to Section 409A of the Code shall require
      the
      application of the referenced restrictions to amounts other than the 2005
      amount, any amounts to which the Executive had a nonforfeitable right as of
      December 31, 2004 shall not be subject to the restrictions of this subparagraph
      and payment of such amounts may be made in any form, and at such times, as
      otherwise permitted under the terms of the earlier agreements with the
      Executive.”

    


    Paragraph
      2 of the Agreement is hereby amended by renaming the original Paragraph 2 as
      clause 2(a) and adding the following new clause 2(b):

    


    “(b)
      The
      Agreement is intended to provide for the deferral of compensation in accordance
      with the provisions of Section 409A of the Code and Treasury Regulations and
      published guidance issued pursuant thereto. Accordingly, the Agreement 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. Notwithstanding any
      provisions of the Agreement to the contrary, no otherwise permissible election
      or distribution shall be made or given effect under the Agreement that would
      result in income
      inclusion, interest and an excise tax equal to 20% of the amount of the deferred
      compensation required to be taken into income
      under
      Section 409A of the Code. In the event of any dispute between the Company and
      the Executive regarding the interpretation of Section 409A of the Code, the
      Company's interpretation shall control in all cases for purposes of this
      Agreement.”


    
      
        
        

      

      
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    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

            
	 	 	
              James
                S. Tisch

            
	 	 	
              President

            


    

    


    


    
      	
              Accepted
                and Agreed to:

            	 
	 	 
	 	 
	
              /s/
                Peter W. Keegan

            	 
	
              The
                Executive

            	 


    

    



    
      
        
        

      

      
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