[FORM OF OPTION AGREEMENT]

                                                         Optionee:

This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and requirements of sale, rights of the Optionee and other provisions as set forth in the Management Stockholders Agreement, dated as of January 12, 2005, among LCE Holdings, Inc., LCE Intermediate Holdings, Inc., LCE Holdco LLC, Loews Cineplex Entertainment Corporation and certain optionholders and stockholders of LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. from time to time party thereto (as amended from time to time, the ?Management Stockholders Agreement?) (this Option and any securities issued upon exercise of this Option constitute Management Shares as defined therein).

LCE HOLDINGS, INC. AND

LCE INTERMEDIATE HOLDINGS, INC.

OPTION AGREEMENT

This option (the ?Agreement?) is granted by LCE Holdings, Inc. and LCE Intermediate Holdings, Inc. (collectively, the ?Companies?, and, as applicable, the ?Company?), to the Optionee, pursuant to the Companies? 2004 Management Stock Option Plan, as amended from time to time (the ?Plan?). For the purpose of this Agreement, the ?Reference Date? shall mean July 30, 2004, regardless of the date on which this Agreement is entered into.

1.     Grant of Option. This Agreement evidences the grant by the Company as of the Reference Date to the Optionee of an option to purchase (the ?Option?), in whole or in part, on the terms provided herein and in the Plan, the number of Class A Common Shares, Class L Common Shares and Preferred Shares in each of Tranche 1, Tranche 2 and Tranche 3 as set forth on Exhibit A hereto at the following prices per share:

(a) Class A Common Shares of LCE Holdings, Inc., par value $.001 per share (the ?Class A Common Shares?), at $1.00 per share which shall vest and become exercisable in accordance with Section 2 below;

(b) Class L Common Shares of LCE Holdings, Inc., par value $.001 per share (the ?Class L Common Shares?), at $81.00 per share which shall vest and become exercisable in accordance with Section 2 below; and

(c) Cumulative Preferred Shares of LCE Intermediate Holdings, Inc., par value $.001 per share (the ?Preferred Shares?), at $100.00 per share which shall vest and become exercisable in accordance with Section 2 below.

2.     Vesting.

(a) Subject to Section 10, the Tranche 1 Options will vest and become exercisable in five equal annual installments on July 30^th of each of 2005, 2006, 2007, 2008 and 2009.

(b) Subject to Section 10, the Tranche 2 Options will vest and become exercisable upon the earlier to occur of (i) the seventh anniversary of the Reference Date and (ii) the occurrence of a Tranche 2 Liquidity Vesting Event; provided, however, that, subject to the foregoing, in the event of the earlier occurrence of a Tranche 2 Non-Liquidity Vesting Event the Tranche 2 Options will vest and become exercisable in five equal annual installments on July 30^th of each of 2005, 2006, 2007, 2008 and 2009.

(c) Subject to Section 10, the Tranche 3 Options will vest and become exercisable upon the earlier to occur of (i) the seventh anniversary of the Reference Date and (ii) the occurrence of a Tranche 3 Liquidity Vesting Event; provided, however, that, subject to the foregoing, in the event of the earlier occurrence of a Tranche 3 Non-Liquidity Vesting Event the Tranche 3 Options will vest and become exercisable in five equal annual installments on July 30^th of each of 2005, 2006, 2007, 2008 and 2009.

3.     Exercise of Option. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her liquidator or executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (subject to any restrictions provided under the Plan) and made pursuant to and in accordance with the terms and conditions set forth in the Plan. The Optionee shall not exercise this Option as to any shares unless such Optionee simultaneously exercises this Option as to a proportionate number of Class A Common Shares, Class L Common Shares and Preferred Shares. The latest date on which this Option may be exercised is July 30, 2014, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.

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