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"If you agree, please mark your proxy for this resolution; otherwise it is automatically cast against it, unless you have marked to abstain." The Board of Directors recommends a vote AGAINST this proposal. The Board of Directors continues to believe, as it did in 1981 when this proposal was rejected by over 98% of the votes cast, that a nominating committee is not necessary. The Board of Directors itself is capable of performing directly the functions of a nominating committee. The affirmative vote of shares representing a majority of the outstanding Common Stock entitled to vote is required for approval of this proposal. IV. SHAREHOLDER PROPOSAL RELATING TO DIRECTORS' TENURE Evelyn Y. Davis, 1127 Connecticut Avenue, N.W., Washington, D.C. 20036, who is the owner of 561 shares of Common Stock, has notified the Company in writing that she intends to present the following resolution at the Annual Meeting for action by the shareholders: "RESOLVED: That the stockholders of Loews recommend that the Board take the necessary steps so that future outside directors shall not serve for more than six years. states. "REASONS: The President of the U.S.A. has a term limit, so do Governors of many "Newer directors may bring in fresh outlooks and different approaches with benefits to all shareholders. "No director should be able to feel that his or her directorship is until 'retirement'. Last year the owners of 2,246,668 shares, representing about 3.5% of shares voting, voted FOR this resolution. "If you AGREE, please mark your proxy FOR this resolution." The Board of Directors recommends a vote AGAINST this proposal. This proposal was defeated by the shareholders when it was proposed last year. The Board of Directors continues to believe that its adoption is undesirable for the reasons given last year, as follows: The tenure of outside directors is not guaranteed. Each director, if he or she is to remain in office, must be elected by the shareholders at the Annual Meeting. In addition, continued service permits a director to acquire increased knowledge and perspective with respect to the Company's business and operations. The Board believes that an arbitrary limitation on the tenure of outside directors could deprive the Company of the services of knowledgeable individuals who merit reelection. The affirmative vote of shares representing a majority of the outstanding Common Stock entitled to vote is required for approval of this proposal. 10 sso1zs4s

V. OTHER MATTERS The Company does not know of any other matters to be brought before the meeting. If other matters should properly come before the meeting, proxies will be voted on such matters in accordance with the best judgment of the persons appointed by the proxies. The Company will bear all costs in connection with the solicitation of proxies for the meeting. The Company intends to request brokerage houses, custodians, nominees and others who hold stock in their names to solicit proxies from the persons who own such stock, and such brokerage houses, custodians, nominees and others will be reimbursed for their out-of-pocket expenses and reasonable clerical expenses. In addition to the use of the mails, solicitation may be made by employees of the Company and its subsidiaries, personally, by special letter, telephone or telegraph. Shareholder Proposals for the 1987 Annual Meeting Shareholder proposals for the 1987 Annual Meeting must be received by the Company at its principal executive offices set forth above not later than November 25, 1986 in order to be included in the Com- pany's proxy materials. By order of the Board of Directors, BARRY HIRSCH Secretary Dated: March 27, 1986 PLEASE COMPLETE, DATE, SIGN AND RETURN YOUR PROXY PROMPTLY 11