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I-, LOEWS CORPORATION 666 Fifth Avenue New York, N.Y. 10103 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held May 13, 1986 To the Shareholders: The Annual Meeting of Shareholders of Loews Corporation (the "Company") will be held at the Manufacturers Hanover Trust Company Auditorium, Third Floor, 270 Park Avenue, New York, New York, on Tuesday, May 13, 1986 at 11:00 A.M. New York City Time, for the following purposes: I To elect eleven directors; II To consider and act upon a proposal to ratify the appointment by the Board of Direc- tors of Touche Ross & Co. as independent certified public accountants for the Company; III To consider and act upon a shareholder proposal relating to a nominating committee; IV To consider and act upon a shareholder proposal relating to directors' tenure; and V To transact such other business as may properly come before the meeting or any adjournment thereof. Shareholders of record at the close of business on March 17, 1986 are entitled to notice of and to vote at the meeting and any adjournment thereof. By order of the Board of Directors, BARRY HIRSCH Secretary Dated: March 27, 1986 SHAREHOLDERS ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

LOEWS CORPOMTION PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Loews Corporation (the "Company") of proxies to be voted at the Annual Meeting of Shareholders of the Company to be held May 13, 1986. All properly executed proxies in the accompanying form received by the Company prior to the meeting will be voted at the meeting. Any proxy may be revoked at any time before it is exercised. As of March 17, 1986, the record date for determination of shareholders entitled to notice of and to vote at the meeting, there were 81,503,169 shares of Common Stock of the Company (the "Common Stock") outstanding. Each outstanding share is entitled to one vote on all matters which may come before the meeting. The Company expects to mail proxy materials to the shareholders on or about March 27, 1986. The mailing address of the Company is 666 Fifth Avenue, New York, New York 10103. Principal Shareholders The following table contains certain information as to all persons who, to the knowledge of the Company, were the beneficial owners of 5% or more of the outstanding shares of Common Stock. This information is as of March 4, 1986 and each such person has sole voting and investment power with respect to the shares set forth. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class Laurence A. Tisch* .... ......... 9,684,156 11.88% 666 Fifth Avenue New York, N.Y. 10103 Preston R. Tisch* ............... 9,684,156 11.88% 666 Fifth Avenue New York, N.Y. 10103 *Laurence A. Tisch is Chairman of the Board and Chief Executive Officer of the Company and Preston R. Tisch is President and Chief Operating Officer of the Company. Laurence A. Tisch and Preston R. Tisch are brothers and may be deemed to be control persons of the Company.

Director and Officer Holdings The following table sets forth certain information as to the shares of Common Stock beneficially owned by each director and nominee and by all officers and directors of the Company as a group at March 4, 1986, based on data furnished by them. Name Amount Beneficially Owned(1) Percent of Class J. Robert Ave .......... ....... 505(2) Charles B. Benenson .............. 77,775(3) John Brademas ... . . . . . . . ......... . 200 * Robert B. McKay .... ............. 1,500(4) * Bernard Myerson ........ ..... 98,500(5) * Edward J. Noha .... . . . . . . ......... 750(6) * Lester Pollack ............. ........ 25,607 Alfred P. Slaner ...... ........... . . . 52,500(7) * Andrew H. Tisch .... ... . . .......... 0(8) * Laurence A. Tisch . .. ... ......... 9,684,156 11.88% Preston R. Tisch . . . . . ............. . 9,684,156 11.88% All officers and directors as a group (21 persons including those listed above) . 19,697,836 24.17% *Represents less than 1 % of the outstanding shares of Common Stock. (1) Except as otherwise indicated the persons listed as beneficial owners of the shares have sole voting and investment power with respect to such shares. (2) In addition, Mr. Ave's wife and child own in the aggregate 25 shares of Common Stock as to which Mr. Ave disclaims any beneficial interest. (3) These shares are owned by a partnership in which a revocable trust created by Mr. Benenson has a 75% interest and of which Mr. Benenson is general manager. In addition, the partnership owns 10,000 shares of common stock of CNA Financial Corporation ("CNA"), an 80%-owned subsidiary of the Company. Mr. Benenson has shared voting and investment power with respect to the Common Stock and CNA common stock owned by such partnership. (4) These shares are owned jointly by Mr. McKay and his wife. (5) In addition, Mr. Myerson's wife owns 63,750 shares of Common Stock as to which Mr. Myerson disclaims any beneficial interest. (6) In addition, Mr. Noha owns beneficially 450 shares of CNA common stock. 2

(7) In addition 12,561 shares of Common Stock are owned by trusts for the benefit of Mr. Slaner's children or by his wife, as to which Mr. Slaner disclaims any beneficial interest. (8) 186 shares of Common Stock are owned by Mr. Tisch's son, as to which Mr. Tisch disclaims any beneficial interest. I. ELECTION OF DIRECTORS Pursuant to the by-laws of the Company, the number of directors constituting the full Board of Direc- tors has been fixed by the Board at eleven. Accordingly, action will be taken at the meeting to elect a Board of eleven directors to serve until the next Annual Meeting of Shareholders and until their respec- tive successors shall be duly elected and shall qualify. It is the intention of the persons named in the accompanying form of proxy, unless shareholders specify otherwise by their proxies, to vote for the election of the nominees named below, each of whom is now a director. The Board of Directors has no reason to believe that any of the persons named will be unable or unwilling to serve as a director. Should any of the nominees be unable or unwilling to serve as a director it is intended that proxies will be voted for the election of a substitute nominee or nominees selected by the Board of Directors. Information concerning the nominees, based on data furnished by them, follows: Principal Occupation During Name Past Five Years and Other Directorships J. Robert Ave .... . ....... President of the Company's wholly-owned subsidiary, Lorillard, Inc. ("Lorillard"), since 1984; prior thereto Executive Vice President-Marketing of Lorillard. Charles B. Benenson ...... Officer and director, Benenson Realty Company (real estate investments). John Brademas ...... . .... President, New York University since 1981. Also a director of RCA Corpora- tion and Scholastic, Inc. Robert B. McKay* ... .... Professor of Law, New York University since 1983; prior thereto Director of the Institute of Judicial Administration and Senior Fellow of the Aspen Institute for Humanistic Studies Program (the "Aspen Institute"). Director of the Company Since Age 1985 53 1960 73 1982 59 1976 66 3

Principal Occupation During Name Past Five Years and Other Directorships Bernard Myerson* *....... Chairman and President of Loews Theatre Management Corporation, an unaffil- iated company, since July 1985; prior thereto Executive Vice President of the Company and President of the Com- pany's Theatre Division. Edward J. Noha ... ...... Chairman and Chief Executive Officer of the insurance subsidiaries of CNA. Also a director of CNA and Farm House Foods Corporation. Lester Pollack* . ....... Special limited partner since January 1986, general partner December 1981 to December 1985, Odyssey Partners (private investment firm since August 1982, prior thereto investment bankers); prior thereto Vice Chairman of the Board and Co-Chief Operating Officer of United Brands Company. Also a director of CNA, Healthco, Inc., HPSC, Inc., Kaufman & Broad, Inc., Thackeray, Inc., Parlex Corporation, and Gulf & Western Industries, Inc. Alfred P. Slaner* .... ..... Business Consultant. Also Reorganization Trustee of Duplan Corporation, Chair- man of Vishay Intertechnology, Inc. and director of Phillips-Van Heusen Corpor- ation and Scarsdale National Bank. Andrew H. Tisch .......... President and a director of Bulova Watch Company, Inc. ("Bulova"), a 95%- owned subsidiary of the Company. Also Vice President-Strategic Planning of the Company since 1985. Laurence A. Tisch* *....... Chairman of the Board and Chief Execu- tive Officer of the Company. Also Chair- man of the Board of CNA and a direc- tor of Bulova, CBS Inc.,Automatic Data Processing, Inc. and Petrie Stores Corporation. Preston R. Tisch** ........ President and Chief Operating Officer of the Company. Also a director of CNA, and Bulova. Director of the Company Since Age 1963 1975 1971 68 58 52 1977 67 1985 36 1959 63 1960 59 88012539 * Member of the Audit Review Committee. ** Member of the Executive Committee. 4

Committees The Company has an Audit Review Committee. The Company has no nominating committee or com- pensation committee. The functions of the Audit Review Committee include recommendation to the Board of Directors with respect to the engagement of the Company's independent certified public accountants, review of the scope and effectuation of the audit engagement and of the Company's internal audit pro- cedures, approval of each service performed by the independent accountants, and review of the Com- pany's internal accounting controls. Attendance at Meetings During 1985 there were ten meetings of the Board of Directors and two meetings of the Audit Review Committee. Each director of the Company attended not less than 75% of the total number of meetings of the Board of Directors and committees of the Board on which he serves. Director Compensation Each director who is not an employee of the Company is paid an annual retainer of $7,500 for serv- ing as a director, except for Mr. Slaner who is paid an annual retainer of $10,000 for serving as a director and as Chairman of the Audit Review Committee. In addition, Messrs. McKay, Pollack and Slaner are each paid $200 for each meeting of the Audit Review Committee attended. Executive Compensation The following table sets forth certain information for the fiscal year ended December 31, 1985 con- cerning cash compensation paid by the Company and its subsidiaries to each of the five highest paid executive officers of the Company whose cash compensation exceeded $60,000 and for all executive officers of the Company as a group. Name of individual or number of persons in group Capacities in which served Cash compensation J. Robert Ave ............... President of Lorillard $334,836 Robert J. Hausman .......... Vice President; President, Loews Hotels Division 300,000 Edward J. Noha ............. Chairman and Chief Executive Officer of insurance subsid- iaries of CNA 625,583 Cb Laurence A. Tisch . . . ........ Chairman of the Board and 678,904* rn Preston R. Tisch .... . ....... Chief Executive Officer President and Chief Operating 678,704* 0 F~+ N Officer C!1 All executive officers as a group (17 persons ~ O including the foregoing) ... 4,567,319 * Includes fees received by Messrs. Laurence A. Tisch and Preston R. Tisch during 1985 of $19,800 and $19,600, respectively, as directors and members of committees of the Boards of CNA and certain of its subsidiaries. 5

An apartment for the use of Preston R. Tisch is maintained at a Company-operated hotel in New York City for the convenience of the Company and its Hotel Division. The Company estimates that the incremental cost of such apartment amounted to approximately $250,000 for 1985. Laurence A. Tisch and Preston R. Tisch reimbursed to the Company approximately $600,000 for utilization by them of the services of certain employees and facilities of the Company during 1985. Information with respect to certain non-cash compensation made available to the Company's ex- ecutive officers in 1985 has not been included because the incremental cost thereof to the Company was below the Securities and Exchange Commission's required disclosure threshold. Employment Agreements An employment agreement between Mr. Ave and Lorillard expiring May 31, 1988 provides for remuneration at the annual rate of $370,000 to May 31, 1986, $410,000 to May 31, 1987, and $450,000 to May 31, 1988. An employment agreement with Mr. Hausman expiring December 31, 1988 provides for basic remuneration at the annual rate of $335,000 to December 31, 1986, $370,000 to December 31, 1987, and $400,000 to December 31, 1988. An employment agreement between Mr. Noha and CNA expiring August 31, 1987 provides for remuneration at the annual rate of $667,000 to July 31, 1986 and $747,000 to August 31, 1987. Pursuant to the agreement, Mr. Noha will receive a pension, commencing on the later of his 60th birthday or the date upon which his employment ceases, in an amount equal to the pension payable under the CNA Employee's Retirement Plan (without giving effect to benefit limitations imposed by such Plan and section 415 of the Internal Revenue Code), based upon Mr. Noha's actual compensation and giving him credit for his 19 years and 5 months of service with a prior employer. An employment agreement with Laurence A. Tisch was amended in 1985 to expire October 14, 1988. The employment agreement provides for remuneration at the rate of $750,000 per annum, subject to such increases as the Board of Directors may from time to time determine in its sole discretion. An employment agreement with Preston R. Tisch was amended in 1985 to expire October 14, 1988. The employment agreement provides for remuneration at the rate of $750,000 per annum, subject to such increases as the Board of Directors may from time to time determine in its sole discretion. The employment agreements with Laurence A. Tisch and Preston R. Tisch each provide for the pay- ment of supplemental retirement benefits in an amount equal to the excess, if any, of (i) the retirement benefits payable under the Company's Retirement Plan without giving effect to benefit limitations imposed by the Plan and section 415 of the Internal Revenue Code, over (ii) retirement benefits actually paid under the Plan as limited by such provisions. 88012541 6

Certain Transactions During 1985 the Company and its subsidiaries, including CNA and its subsidiaries, in the ordinary course of business, paid approximately $685,000 to Salomon Brothers Inc ("Salomon Brothers") as brokerage commissions and engaged in various purchase and repurchase transactions with Salomon Brothers as principal relating primarily to U.S. government securities, including financing transactions in which the Company and its subsidiaries, in the aggregate, received income of approximately $92,000 and paid interest of approximately $185,000. In addition, since January 1, 1985 Salomon Brothers has acted as co-managing underwriter in connection with the public offerings by CNA of 6,600,000 shares of its common stock and by the Company of $400,000,000 principal amount of subordinated notes and $200,00,000 principal amount of senior sinking fund debentures. In connection with each offering Salomon Brothers received customary underwriting discounts. Daniel R. Tisch, a son of Laurence A. Tisch, is a managing director of Salomon Brothers. On July 3, 1985, the Company sold its Loews Theatres Division to Chartwell Theaters, Inc., now known as Loews Theatre Management Corporation ("LTMC"), for an aggregate consideration of approximately $160,000,000. Bernard Myerson is the Chairman and President of LTMC and members of his immediate family own 17.5% of LTMC's common stock. In addition, Mr. Myerson's employment agreement with the Company was terminated and in consideration of such termination, the Company agreed to pay to Mr. Myerson (i) an amount equal to the base salary which would have been payable to him had he re- mained in the employ of the Company under his employment agreement (i.e., $485,000 per annum through June 30, 1986, $540,000 per annum through June 30, 1987, and $595,000 per annum through June 30, 1988); (ii) $1,000,000 in monthly installments commencing July 1, 1988; (iii) supplemental retirement benefits to the extent the benefits paid to him under the Company's retirement plan are less than certain specified amounts; and (iv) approximately $45,000 in lieu of future benefits under the Company's Savings Plan. The Company also agreed to maintain through June 30, 1988 supplemental disability and term life insur- ance policies for him. Pursuant to an agreement expiring in April 1988, the Company provides certain administrative, technical and ministerial services to LTMC for a fee at the annual rate of $500,000 during 1985, $600,000 during 1986, and $500,000 thereafter, subject to certain adjustments. Andrew H. Tisch serves as President and director of Bulova at a salary of $160,000 per annum, James S. Tisch serves as Vice President-Financial Analysis of the Company at a salary of $160,000 per annum, and Jonathan M. Tisch serves as Executive Vice President of Loews Hotels at a salary of $110,000 per annum. Andrew H. and James S. Tisch are sons of Laurence A. Tisch and Jonathan M. Tisch is a son of Preston R. Tisch. Pension Plan The Company provides a non-contributory Retirement Plan for salaried employees, including officers. The Plan provides for pensions upon retirement based upon average final compensation (i.e., the highest average annual salary during any period of five consecutive years out of the ten years immediately preceding retirement) and years of credited service with the Company. Compensation under the Plan in- cludes all compensation as an employee included in the table above, other than directors' fees paid by 88012542 7 ~ ,,.~

CNA. Pension benefits are not subject to reduction for Social Security benefits or other amounts. The following table shows estimated annual benefits upon retirement under the Plan for various average com- pensation and credited service, based upon normal retirement in 1986 and a straight life annuity form of pension. Other forms of pension payment are also available under the Plan. Pension benefits may be limited at retirement by section 415 of the Internal Revenue Code. Estimated Annual Pension for Representative Years of Credited Service Average Final Compensation 10 20 30 $300,000 ... $ 43,200 $ 91,200 $139,200 400,000 ... 57,600 121,600 185,600 500,000 . 72,000 152,000 232,000 600,000 .... 86,400 182,400 278,400 700,000 .... 100,800 212,800 324,800 800,000 ... 115,200 243,200 371,200 900,000 .... 129,600 273,600 417,600 The years of credited service of Messrs. Ave, Hausman, Laurence A. Tisch and Preston R. Tisch are twelve years, eighteen years, twenty-five years and twenty-five years, respectively. Employees' Savings Plan The Company also provides an Employees' Savings Plan under which the Company makes a basic contribution for each eligible employee of 1% of base pay (up to $1,000) and a supplemental contribu- tion of 2% of base pay (up to $2,000). The supplemental contribution and amounts derived from a 1982 adjustment in pension benefits, as well as amounts available to an employee who declines certain health insurance, life insurance, disability benefits and vacation benefits offered to employees generally, can be applied by the employee to obtain additional benefits in lieu of deposit into the Savings Plan. All Com- pany contributions after January 1, 1982 are fully vested, although there are certain limitations on withdrawal by employees who have not been participants in the Savings Plan for at least five years. The amount which the Company may contribute under the Savings Plan for an employee is subject to limitation under section 415 of the Internal Revenue Code. Employees may make an additional con- tribution of up to 10% of base pay for which there is no additional Company contribution, and which may be withdrawn at any time. Contributions to the Savings Plan are invested exclusively for the benefit of Plan members in marketable securities, bank certificates of deposit and commercial paper, other money market in- struments and group annuity contracts with insurance companies. During the year ended December 31, 1985, the Company contributed to the Plan $5,251,526 of which the following amounts were credited to the account of the following executive officers in 1985: Mr. Ave, $9,642; Mr. Hausman, $12,904; Mr. Laurence A. Tisch, $20,561; Mr. Preston R. Tisch, $19,723; and all executive officers as a group (including the foregoing individuals), $142,570. gE012543 8

11. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Upon the recommendation of the Audit Review Committee of the Board of Directors, none of whose members is an officer of the Company, the Board of Directors of the Company has selected the firm of Touche Ross & Co., independent certified public accountants, as the principal independent auditors of the Company for the year ending December 31, 1986, subject to ratification by the shareholders. Touche Ross & Co. served as the Company's independent auditors in 1985. If the appointment of the firm of Touche Ross & Co. is not approved or if that firm shall decline to act or their employment be otherwise discontinued, the Board of Directors will appoint other independent auditors. Representatives of Touche Ross & Co. are expected to be present at the Annual Meeting, at which time they will be available to respond to appropriate questions from shareholders and will be given an opportunity to make a statement if they desire to do so. III. SHAREHOLDER PROPOSAL RELATING TO A NOMINATING COMMITTEE Lewis D. Gilbert and/or John J. Gilbert, both of 1165 Park Avenue, New York, New York 10128, each of whom is the owner of 50 shares of Common Stock and who state they represent an additional family interest of 441 shares of Common Stock, and/or Wilma Soss, P.O. Box 190, Grand Central Sta- tion, New York, New York 10163, who is the owner of 100 shares of Common Stock, and/or Albert Kurtz, 1810 Ivy Lane, Winter Park, Florida 32789 who is the owner of 1,416 shares of Common Stock, and/or John C. Henry, 5 East 93rd Street, New York, New York, who is the owner of 21,000 shares of Common Stock, have notified the Company in writing that they intend to present the following resolution at the Annual Meeting for action by the shareholders: "RESOLVED: That the stockholders of Loews Corporation, assembled in annual meeting in person and by proxy, hereby request the Board of Directors to take the steps necessary to provide for the formation of a nominating committee, at least the majority of which should be composed of outside directors. "REASONS: In 1981, 653 owners of 133,138 shares voted in favor of our similar resolu- tion. The vote against included the unmarked proxies. "The whole purpose of having a nominating committee is to be assured that indepen- dent directors, not affiliated with management, assume the responsibility of selecting new nominees for the Board. "Your attention is called to the fact that more and more corporations now have a nominating committee and this has been recommended as good corporate governance by a Chairman of the SEC and the New York Stock Exchange. "Among the companies to adopt this practice are: Southern Pacific, R. Hoe, Facet Ind., Landmark Land Co., Inc., Foremost McKesson, Inc., Vista Resources, Sonesta Interna- tional Hotels Corporation, Electro Audio Dynamics, GAF, First National Boston Corp., New Mexico and Arizona Land, Warner Communications, Culbro, Bell and Howell, Carter-Wallace, Collins and Aikman, Claremont Capital, Jim Walter, United Brands, Amax Inc., Great Lakes International, General Refractories and Fairchild Industries. 9