Exhibit 10.01
LOEWS
CORPORATION
DEFERRED
COMPENSATION PLAN
amended and
restated as of January 1, 2008
The purpose of
the Loews Corporation Deferred Compensation Plan (the
“Plan”) is to provide non-employee directors of Loews
Corporation (the “Corporation”), select management
employees of the Corporation and select management employees of
certain of its Subsidiaries and Affiliates (hereinafter, with the
Corporation, collectively referred to as the “Company”)
as determined by the Administrative Committee for the Deferred
Compensation Plan, an opportunity, in accordance with the terms and
conditions set forth herein, to defer, on a non-qualified basis,
compensation that would otherwise be payable currently.
The Plan shall
be administered by a committee (the “Administrative Committee
for the Deferred Compensation Plan”, hereinafter referred to
as the “Committee”) consisting of at least three
members appointed by the Board of Directors of the Corporation (the
“Board”). The Committee shall have the sole and
complete authority to interpret the terms and provisions of the
Plan, to adopt, alter or repeal such administrative rules,
regulations or practices governing the operation of the Plan and
make all other determinations as it shall from time to time deem
necessary, advisable or appropriate. The decisions, actions,
determinations and records of the Committee shall be conclusive and
binding upon the Company and all persons having or claiming to have
any right or interest in or under the Plan. The
Committee may appoint a person or persons to administer the Plan on
a day-to-day basis.
The Committee
shall have the sole and absolute discretion to select those
individuals who shall participate in the Plan
(“Participants”) and shall determine the extent to
which Participants can defer compensation.
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A Participant
may elect to defer receipt of a portion of his/her compensation (as
defined in Paragraph 10 hereunder) as (and to the extent) permitted
by the Committee. A Participant shall also elect the
rate of interest to be applied to the deferral in accordance with
the Company’s procedures with respect to such
deferral.
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The election by
a Participant to defer compensation shall be made before the
beginning of the calendar year in which such compensation is
earned.
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A Participant
must make an election as to the amount deferred with respect to
each calendar year of participation in the Plan. Amounts deferred
under this Paragraph 4 shall be referred to as the “Deferred
Amounts”. Election forms for Participants to defer
compensation shall be provided by the Committee, and all such
elections shall be made in writing on such forms.
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All amounts
deferred prior to January 1, 2005 together with any income earned
thereon are deemed “grandfathered” pursuant to Section
409A of the Internal Revenue Code, as amended, the Treasury
Regulations issued thereunder and all
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other
applicable guidance (“Section 409A”), and shall be
administered in accordance with the Plan in effect as of October 4,
2004, except that the notional interest rates earned on amounts
deferred prior to January 1, 2005 shall be revised, if necessary,
to comply with the proposed Treasury regulations issued under
Section 409A.
All
Participants shall receive an annual statement listing their
deferred compensation by year of election together with all
respective interest income earned thereon.
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ESTABLISHMENT OF DEFERRED COMPENSATION
ACCOUNT
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At the time of
the Participant’s initial election to defer pursuant to
Paragraph 4, the Company shall establish a memorandum account (a
“Deferred Compensation Account”) for each participant
on its books. The Deferred Amount (as determined under the
participant’s election form) shall be credited to the
Participant’s Deferred Compensation Account as of the day
that the compensation would otherwise have been paid to the
Participant.
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ADDITIONS TO
DEFERRED AMOUNTS
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Amounts
equivalent to interest (“Interest”) shall be credited
to a Participant’s Deferred Compensation Account at the end
of each calendar year based on the average balance (including
Deferred Amounts and prior interest credits) in the
Participant’s Account for such year. Interest for any
calendar year shall be computed at a rate equal to the Constant
Maturity Treasuries plus twenty-five basis points as reported in
the Federal Reserve Bank H15 Report as of the first business day of
November of the prior year, with the following one exception that
is applicable only for the 2006 deferral:
The rate for a
30-year period shall be the rate for a 20-year Constant Maturity
Treasury with a linear extrapolation factor for 10 years as
reported in the Federal Reserve Bank H15 Report as of the first
business day of November of the prior year.
A Deferred
Compensation Account that is paid out prior to the last day of a
calendar year shall be credited with Interest for a partial year
ending with the date of payout based on the average balance in the
Participant’s Account for such partial year.
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PAYMENT OF
DEFERRED AMOUNTS
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Distributions
of a Participant’s Deferred Compensation Account shall be
made within ninety (90) days following the earliest to occur of (i)
a fixed date elected by the Participant in accordance with
Paragraph 4 that is at least 3 years following the date on which
the compensation would have been paid to the Participant if the
Participant did not elect to defer it hereunder, or if sooner, the
Participant’s termination of service from the Company, or
(ii) any of the events described in Subparagraph (b)
below.
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The Participant
shall elect, in his/her election to defer, that his/her Deferred
Compensation Account be paid either:
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in a series of
annual installment payments (each as nearly equal as possible), the
number of which cannot exceed fifteen, as the Participant shall
elect under rules established by the Committee. Each series shall
be designated as a separate payment.
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Notwithstanding
the foregoing, (I) except as provided in Subparagraphs (b)(i) and
(b)(ii) below, and (II) in the absence of an election by a
Participant, all distributions shall be made in the form of a lump
sum payment.
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(i) In the
event of the Participant’s death or Disability (as defined
below), payment of the balance in the Participant’s Deferred
Compensation Account shall be made or commence as elected by the
Participant in the election to defer, to the Participant’s
designated beneficiary or if none, to the Participant’s
estate, in the case of death, or to the Participant, in the case of
Disability within ninety (90) days of the determination of a
Participant’s Disability or death;
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(ii) In the
event of the Participant’s termination of service from the
Company for Retirement (as defined below), or the End of Service as
a Non-Employee Director (defined below), payment of the balance in
the Participant’s Deferred Compensation Account shall be made
or commence as elected by the Participant in the election to defer
within ninety (90) days of the Participant’s Retirement or
End of Service as a Director; and
(iii) In the
event of the Participant’s termination of service from the
Company for any reason other than death, Retirement or the End of
Service as a Non-Employee Director, payment of the balance in the
Participant’s Deferred Compensation Account shall be made in
a lump sum within ninety (90) days of the Participant’s
termination of service from the Company, notwithstanding the
Participant’s election to the contrary.
If the
Participant is a Specified Employee (as defined below), all
payments to be made pursuant to Subparagraph (b)(ii) and (b)(iii)
above, to the extent necessary to comply with Section 409A, shall
be paid or commence on the first of the month following six (6)
months subsequent to the designated event in (ii) and (iii) (the
“Specified Employee Payment Date”). Within
thirty (30) days following the Specified Employee Payment Date,
each Specified Employee who has elected to receive his/her benefit
in a series of annual installment payments, and whose benefit has
been delayed, shall receive a lump sum cash payment in an amount
equal to the amount of the delayed installment payment(s) such
Participant would have otherwise received prior to the Specified
Employee Payment Date plus applicable interest at the most recent
H15 short-term rate, compounded annually.
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Anything
contained in this Paragraph 7 to the contrary notwithstanding, in
the event a Participant incurs an Unforeseeable Emergency (as
defined below), the Committee, upon written application of such
Participant, shall direct immediate
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payment of all
or a portion of the then current value of such Participant’s
Deferred Compensation Account. The amount of the distribution shall
be limited to the amount needed to satisfy the emergency plus
federal, state, local or foreign income taxes reasonably
an
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