LOEWS CORPORATION DEFERRED INVESTMENT PLAN
(Effective as of January 1, 2020)
The purpose of the Loews Corporation Deferred Investment Plan (the Plan) is to provide select management employees and highly compensated employees, and non-employee directors, of Loews Corporation (the Corporation) and certain members of the Controlled Group (hereinafter, with the Corporation, collectively referred to as the Company), 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, and to receive certain additional deferred compensation funded by the Company. The Plan shall be effective as of January 1, 2020 (the Effective Date), and shall take the place of the Loews Corporation Executive Deferred Compensation Plan, which shall be frozen as of the Effective Date, and the Loews Corporation Deferred Compensation Plan, which has previously been frozen (collectively the Prior Plans).
The Plan shall be administered by the Loews Corporation Benefits Committee, or such other person or group as may be designated by the Board of Directors (the Board) of the Corporation (the Committee). The Committee shall be the administrator of the Plan as defined in Section 3(16)(A) of ERISA and shall have the sole and complete authority to interpret the terms and provisions of the Plan, to adopt, alter or repeal such 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. Where the Committee is given the discretion to determine any matter, the Committees discretion shall be sole and absolute, need not be exercised in a consistent or uniform manner, and, to the maximum extent permitted by law, shall not be subject to review by any court or tribunal. The senior human resources officer of the Corporation, or persons acting under his/her authority, shall have the authority to administer the Plan and to exercise the authority of the Committee in administrative, ministerial, and technical matters, except as the Committee may otherwise determine.
Except as otherwise provided by the Committee, the following persons shall be eligible to participate in the Plan:
| ||(a) || |
Any person employed by the Corporation whose total Compensation received in any Plan Year (treating 2019 as a Plan Year for this purpose) exceeds, or will exceed, the limit on compensation set forth in Section 401(a)(17) of the Code (the Section 401(a)(17) Limit) shall be eligible to participate in the Plan for the immediately following Plan Year.
| ||(b) || |
Any Employee who is hired by the Corporation at a Base Salary that will equal or exceed the Section 401(a)(17) Limit on an annual basis, or who was not previously eligible to participate but is promoted to a position with a Base Salary that will equal or exceed the Section 401(a)(17) Limit on an annual basis, shall be eligible to participate in the Plan as of the effective date of hire or promotion, provided that if the Employee has ever been eligible to participate in the Plan, a Prior Plan, or any individual account deferred compensation plan maintained by the Company or any member of the Controlled Group, either the Participant received a complete distribution of his/her account balance in such other plan prior to the date that he/she becomes eligible to participate (and following such distribution was not eligible to participate in such plan), or has not been eligible to participate in such