INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT, dated as of                 , 2001, by and between Loews Cineplex Entertainment Corporation, a Delaware corporation (the ?Company?), and the director and/or officer of the Company whose name appears on the signature page of this Agreement (?Indemnitee?).

RECITALS

A. Highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations.

B. The Board of Directors of the Company (the ?Board?) has determined that the Company should act to assure such persons that there will be increased certainty of such protection in the future.

C. It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

D. Indemnitee is willing to serve, continue to serve and take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. DEFINITIONS. For purposes of this Agreement:

(a) ?Disinterested Director? shall mean a director of the Company who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

(b) ?Expenses? shall include all reasonable attorneys? fees and costs, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service

fees and all other disbursements or expenses customarily incurred in connection with asserting or defending claims.

(c) ?Independent Counsel? shall mean a law firm or lawyer that neither presently is nor in the past five years has been retained to represent: (i) the Company or Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term ?Independent Counsel? shall not include any firm or person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee?s right to indemnification under this Agreement. All fees and expenses of the Independent Counsel incurred in connection with acting pursuant to this Agreement shall be borne by the Company.

(d) ?Proceeding? includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative; PROVIDED, HOWEVER, that the term ?Proceeding? shall include any action instituted by an Indemnitee (other than an action to enforce indemnification rights under this Agreement) only if such action is authorized by the Board of Directors.

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