Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 8, 2022, the Board of Directors of Loews Corporation (the "Company") approved certain amendments to, and the amendment and restatement of, the Company's by-laws. Attached hereto as Exhibit 3.02 is a copy of the Company's by-laws as amended and restated as of November 8, 2022.

The amendments update the Company's by-laws in light of recent changes to the Delaware General Corporation Law (the "DGCL") and rules of the Securities and Exchange Commission (the "SEC"). A description of each provision adopted or changed by amendment is set forth below.

•Notice of Meetings of Stockholders; Waivers of Notice (Section 2.5). Paragraph (a) was updated in order to address how logistical information about adjourned meetings of stockholders may be provided to stockholders, in light of recent amendments to the DGCL.

•List of Stockholders (Section 2.6). This section was updated in order to remove a requirement that the list of stockholders be available during a meeting of stockholders, in light of recent amendments to the DGCL.

•Nomination of Directors and Proposal of Other Business (Section 2.12). Paragraph (a)(i) of this section was updated to remove an expired proviso. Paragraphs (a)(iii)(8) and (c)(vii) of this section were added in order to address matters arising under Rule 14a-19 under the Securities Exchange Act of 1934, as amended, which the SEC recently adopted in order to provide for the use of universal proxies. New paragraph (a)(iii)(8) provides that if a stockholder intends to solicit proxies in support of a nominee who is not a Company nominee then, as required by Rule 14a-19, the stockholder must confirm to the Company that it intends to solicit holders of at least 67% of the Company's voting power. New paragraph (c)(vii) provides that if a stockholder is using a universal proxy to solicit votes for a nominee who is not a Company nominee, the nomination of such nominee will be disregarded unless such stockholder complies with the applicable requirements of Rule 14a-19.




                 Item 9.01   Financial Statements and Exhibits.



(d) Exhibits.

See Exhibit Index.

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