FIRST AMENDMENT TO SUPPLEMENTAL RETIREMENT AGREEMENT
              ----------------------------------------------------



  This shall constitute the First Amendment, made as of June 30, 2001, to that
Supplemental Retirement Agreement made on March 24, 2000, (the "Agreement")
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:

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

  "(e) Effective as of March 31, 2001 the Account shall be credited in an
       additional amount of $50,000. It is intended that the Account shall
       receive three quarters of a year Interest Credit for 2001 calendar
       year for such $50,000 amount. Interest Credits shall also be made
       continue each year under paragraph 1(c) for all amounts in the
       Account. No duplication is hereby intended."

  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:  James S. Tisch
                                                       -----------------------
                                                        James S. Tisch
                                                          President


Accepted and Agreed to:



 Peter Keegan
- -----------------------
The Executive



                      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 day of calendar year 1999 for 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.

                                      -2-

  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:  James S. Tisch
                                                       -----------------------




Accepted and Agreed to:



 Peter Keegan
- -----------------------
The Executive

                                     -3-