LOEWS CORP — Director's Dealing 2017

Feb 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LOEWS CORP (L)
CIK: 0000060086
Period of Report: 2017-02-13

Reporting Person: TISCH JAMES S (Director, Pres.&Chief Exec. Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-13	Restricted Stock Units	$	A	25000	Acquired		Common Stock (25000)	Direct
2017-02-13	Restricted Stock Units	$	A	152.24	Acquired		Common Stock (152.24)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

F2: The RSUs were awarded to the Reporting Person on February 11, 2016 (the "2016 RSUs"), subject to: (a) approval of the Issuer's 2016 Incentive Compensation Plan (the "Plan") by its shareholders, and (b) the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2016. The Issuer's shareholders approved the Plan at the Issuer's annual meeting of shareholders on May 10, 2016 and the Compensation Committee of the Issuer's board of directors determined that the Issuer achieved the PBI Metric on February 13, 2017.

F3: 50% of the 2016 RSUs vest on February 11, 2018 and 50% vest on February 11, 2019. Shares of the Issuer's common stock will be delivered to the Reporting Person within 30 days after vesting, subject to any election to defer delivery of shares made by the Reporting Person.

F4: Represents additional RSUs awarded to the Reporting Person on account of dividend equivalent rights associated with the 2016 RSUs (the "2016 Dividend Equivalent RSUs"), which were subject to the same conditions as the 2016 RSUs.

F5: The 2016 Dividend Equivalent RSUs vest, and shares of the Issuer's common stock will be delivered to the Reporting Person, concurrently with the 2016 RSUs, subject to any election to defer delivery of shares made by the Reporting Person with respect to such 2016 RSUs.