Exhibit 10.33

            THIRD AMENDMENT TO SUPPLEMENTAL RETIREMENT AGREEMENT
            ----------------------------------------------------

    This shall constitute the Third Amendment, made as of February 28, 2002,
to that Supplemental Retirement Agreement made on September 21, 1999 as
amended (the "Agreement") between Loews Corporation (the "Company") and Arthur
Rebell (the "Executive").


                             W I T N E S S E T H:
                             -------------------

    WHEREAS, the Executive is currently serving as an executive employee of
the Company, and the Company and the Executive desire that the Executive's
retirement benefits be supplemented on the terms and conditions set forth
herein.

    NOW THEREFORE, the parties agree as follows:

    Paragraph 1 of the Agreement is hereby amended by adding the following new
clause (g):

    "(g)  Effective as of December 31, 2001 the Account shall be credited in
    an additional amount of $1,200,000, and such $1,200,000 amount shall be
    eligible for the Pay-Based Credit for calendar year 2001."

    IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed as of the day and year first above written.


                                            	LOEWS CORPORATION


                                            By:  /s/ James S. Tisch
                                                ---------------------
                                                James S. Tisch
                                                President

Accepted and Agreed to:

  /s/ Arthur Rebell
----------------------
The Executive