exhibit101.htm


     

    Exhibit
10.1

     

     

     

     

     

     

     

     

    LOWE’S
COMPANIES, INC.

    


    DIRECTORS’
DEFERRED COMPENSATION PLAN


     

     

     

    
 

    Effective
July 1, 1994

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              TABLE
      OF CONTENTS

            


    

    


                            Page

    


    1.         
  PURPOSE.                                                                                   
   1

     

    2.          
 DEFINITIONS.                                                                                
1

     

    3.           
PARTICIPATION.                                                                            3

     

    4.         
  VESTING.                                                                                   3

     

    5.         
  DEFERRAL
ELECTION.                                                                         
 3

     

    6.        
   EFFECT OF
NO ELECTION.                                                4

     

    7.            
DEFERRED CASH
BENEFITS.                                                                            4

     

    8.            
DEFERRED STOCK
BENEFITS.                                                                     4

     

    9.           
 DISTRIBUTIONS.                                                                             5

     

    10.           COMPANY’S
OBLIGATION.                                                                                  5

            

    11.           CONTROL BY
PARTICIPANT.                                                                  5

     

    12.           CLAIMS AGAINST PARTICIPANT’S
DEFERRED BENEFITS.                                                   
  5

     

    13.           AMENDMENT OR
TERMINATION.                                                                        6

     

    14.           NOTICES.                                                                                        6

     

    15.           WAIVER.                                                                                        6

     

    16.           CONSTRUCTION.                                                                                  6


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    1.           PURPOSE.

    


    The
Lowe’s Companies, Inc. Directors’ Deferred Compensation Plan (the “Plan”), is
intended to constitute a deferred compensation plan for corporate directors’
fees.

    


    2.           DEFINITIONS.

    


    The
following definitions apply to this Plan and to the Deferral Election
Forms.

    


    (a)           Beneficiary
or Beneficiaries
means a person or persons or other entity designated on a Beneficiary
Designation Form by a Participant as allowed in subsection 9(c) of this
Plan to receive Deferred Benefit payments.  If there is no valid
designation by the Participant, or if the designated Beneficiary or
Beneficiaries fail to survive the Participant or otherwise fail to take the
Deferred Benefit, the Participant’s Beneficiary is the first of the following
who survives the Participant:  a Participant’s spouse (the person
legally married to the Participant when the Participant dies); the Participant’s
children in equal shares; and the Participant’s estate.

    


    (b)           Beneficiary
Designation Form means a form acceptable to the Chairman of the Committee
or his designee used by a Participant according to this Plan to name his
Beneficiary or Beneficiaries who will receive all Deferred Benefit payments
under this Plan if he dies.

    


    (c)           Board
means the board of directors of the Company.

    


    (d)           Committee
means the Compensation/Employee Stock Option Committee of the
Board.

    


    (e)           Committee
Fees means the portion of a Director’s Compensation that is payable in
cash for his service on committees of the Board, according to the Company’s
established rules and procedures for compensating Directors.

    


    (f)           Company
means Lowe’s Companies, Inc. and any successor business by merger, purchase or
otherwise that maintains the Plan.

    


    (g)          
Compensation
means a Director’s Committee Fees and Retainer Fees for the Deferral
Year.

    


    (h)           Deferral
Election Form means a document governed by the provisions of
section 5 of this Plan, including the related Beneficiary Designation Form
that applies to all of that Participant’s Deferred Benefits under the
Plan.

    


    (i)           Deferral
Year means a calendar year for which a Director has an operative Deferral
Election Form.

    


    (j)           Deferred
Benefit means a Deferred Cash Benefit or a Deferred Stock Benefit under
the Plan for a Participant who has submitted an operative Deferral Election Form
pursuant to section 5 of this Plan.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

          
(k)           Deferred
Cash Account means that bookkeeping record established for each
Participant who elects a Deferred Cash Benefit under this Plan.  A
Deferred Cash Account is established only for purposes of measuring a Deferred
Cash Benefit and not to segregate assets or to identify assets that may or must
be used to satisfy a Deferred Cash Benefit.  A Deferred Cash Account
will be credited with the Participant’s Compensation deferred according to a
Deferral Election Form and according to section 7 of this
Plan.  A Deferred
Cash Account will be credited periodically with amounts based upon interest
rates established under subsection 7 of this Plan.

    
      


      (l)           
Deferred
Cash Benefit means the Deferred Cash Benefit elected by a Participant
under section 5 that results in payments governed by sections 7
and 9.

      


      (m)         
Deferred
Stock Account means that bookkeeping record established for each
Participant who elects a Deferred Stock Benefit under this Plan.  A
Deferred Stock Account is established only for purposes of measuring a Deferred
Stock Benefit and not to segregate assets or to identify assets that may or must
be used to satisfy a Deferred Stock Benefit.  A Deferred Stock Account
will be credited with the Participant’s Compensation deferred as a Deferred
Stock Benefit according to a Deferral Election Form and according to
section 8 of this Plan.  A Deferred Stock Account will be
credited periodically with amounts determined by the Committee under
subsection 8 of this Plan.

      


      (n)           Deferred
Stock Benefit means the Deferred Benefit elected by a Participant under
section 5 that results in payments governed by sections 8
and 9.

      


      (o)           Directors
means those duly elected members of the Board who are not employees of the
Company.

      


      (p)           Election
Date means the date established by this Plan as the date before which a
Director must submit a valid Deferral Election Form to the
Committee.  A separate election will be made for each calendar
year.  Directors will be eligible to defer their Compensation payable
for the third and fourth calendar quarters of 1994.  The deferral
election for 1994 Compensation must be made on or before July 1,
1994.  For each Deferral Year other than 1994, the Election Date is
December 31 of the calendar year preceding the calendar year in which the
Compensation otherwise would be payable.  However, for an individual
who becomes a Director during a Deferral Year, the Election Date is the
thirtieth day following the date that he becomes a Director.  Despite
the three preceding sentences, the Committee may set an earlier date as the
Election Date for any Deferral Year.

      


      (q)          Participant,
with respect to any Deferral Year, means a Director whose Deferral Election Form
is operative for that Deferral Year according to section 5 of this
Plan.

      


      (r)           Plan
means the Lowe’s Companies, Inc. Directors’ Deferred Compensation
Plan.

      


      (s)          
Retainer
Fee means that portion of a Director’s Compensation that is payable in
cash and that is fixed and paid without regard to his service on
committees.

       

       

      
        
          
          

        

        
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      (t)           Terminate,
Terminating,
or Termination,
with respect to a Participant, mean cessation of his relationship with the
Company as a Director whether by death, disability or severance for any other
reason.  Unless the Committee determines otherwise in its sole
discretion, Terminate, Terminating, or Termination do not include situations
where the Participant becomes employed by the Company or one of its
subsidiaries.

      


      3.           PARTICIPATION.

      


      A
Director becomes a Participant for any Deferral Year by filing a valid Deferral
Election Form according to section 5 on or before the Election Date for
that Deferral Year, but only if his Deferral Election Form is operative
according to section 5.


      4.           VESTING.

      


      Each
Participant is immediately and fully vested in amounts deferred under the
program.  Each Participant is also immediately and fully vested on the
“earnings” credited to his or her account.

      


      5.           DEFERRAL
ELECTION.

      


      A
deferral election is valid when a Deferral Election Form is completed, signed by
the electing Director, and received by the Committee
Chairman.  Deferral elections are governed by the provisions of this
section.

      


      (a)           A
Participant may elect a Deferred Benefit for any Deferral Year if he is a
Director at the beginning of that Deferral Year or becomes a Director during
that Deferral Year.

      


      (b)           Before
each Deferral Year’s Election Date, each Director will be provided with a
Deferral Election Form and a Beneficiary Designation Form.  Under the
Deferral Election Form for a single Deferral Year, a Participant may elect on or
before the Election Date to defer the receipt of all, but not less than all, of
his Compensation for the Deferral Year that will be earned and payable after the
Election Date.

      


      (c)           A
Participant may complete a Deferral Election Form for either a Deferred Cash
Benefit or a Deferred Stock Benefit for amounts deferred from his
Compensation.  Alternatively, a Participant may complete a Deferral
Election Form that provides that amounts deferred from his Compensation will be
allocated between a Deferred Cash Benefit and a Deferred Stock Benefit in 25%
multiples.

      


      (d)           A
Participant may not elect to convert a Deferred Cash Benefit to a Deferred Stock
Benefit.  A Participant may not elect to convert a Deferred Stock
Benefit to a Deferred Cash Benefit.

      


      (e)           If
it does so before the last business day of the Deferral Year, the Committee may
reject any Deferral Election Form, and the Committee is not required to state a
reason for any 

       

       

      
        
          
          

        

        
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      rejection.  However,
the Committee’s rejection of any Deferral Election Form must be based upon
action taken without regard to any vote of the Director whose Deferral Election
Form is under consideration, and the Committee’s rejections must be made on a
uniform basis with respect to similarly situated Directors.  If the
Committee rejects a Deferral Election Form, the Director must be paid the
amounts he would then have been entitled to receive if he had not submitted the
rejected Deferral Election Form.

       

      (f)           A
Director may not revoke a Deferral Election Form after the Deferral Year
begins.  Any revocation before the beginning of the Deferral Year is
the same as a failure to submit a Deferral Election Form.  Any writing
signed by a Director expressing an intention to revoke his Deferral Election
Form and delivered to a member of the Committee before the close of business on
the relevant Election Date is a revocation.

      


      6.           EFFECT OF NO
ELECTION.

      


      A
Director who has not submitted a valid Deferral Election Form to the Committee
on or before the relevant Election Date may not defer his Compensation for the
Deferral Year under this Plan.  A decision to defer or not to defer
one year’s cash Compensation will not affect a Director’s previous deferrals or
his or her ability to defer future years’ cash Compensation.

      


      7.           DEFERRED CASH
BENEFITS.

      


                    
Deferred Cash Benefits will be set up in a Deferred Cash Account for each
Participant and credited with interest at Wachovia Bank and Trust Company’s
prime rate plus 1%, adjusted each quarter.  Deferred Cash Benefits
are credited to the applicable Participant’s Deferred Cash Account as of the day
they would have been paid but for the deferral.  Interest is credited
on the first day of each month based on the Deferred Cash Account balance at the
end of the preceding day.

      


      8.           DEFERRED STOCK
BENEFITS.

      


      Participants’
Deferred Stock Benefits are governed by this section.

      


      (a)           Deferred
Stock Benefits shall be credited to a Deferred Stock Account as of the date on
which the Compensation would have been paid.  A Deferred Stock Account
shall be credited with the number of whole and fractional shares of Company
common stock that a Participant could have purchased with amounts deferred from
his Compensation based on the closing price of Company common stock on the New
York Stock Exchange on the day on which the deferred Compensation would have
been paid.  The value of a Deferred Stock Account on any date shall be
the value of the Company common stock (whole and fractional shares) credited to
the account based on the immediately preceding closing price of Company common
stock on the New York Stock Exchange.

      


      (b)           A
Deferred Stock Account also shall be credited with any dividends that would have
been paid on the whole shares of Company common stock credited to the
account.  A Deferred Stock Account shall be credited with the number
of whole and fractional shares of 


       

       

      
        
          
          

        

        
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      Company
common stock that a Participant could have purchased with such dividends based
on the closing price of the Company common stock on the day before such
dividends are credited to the account.

       

      9.           DISTRIBUTIONS.

      


      (a)           All
distributions will be made as soon as practicable after a Participant ceases to
be a Director for any reason; provided, however, that no distributions will be
made until at least six months following the last date that deferred
Compensation is credited to a Participant’s Deferred Stock Account.

      


      (b)           All
Deferred Cash Benefits and all Deferred Stock Benefits, less withholding for
applicable income and employment taxes, shall be paid in a single sum in
cash.  A Deferred Cash Benefit will equal the balance standing to the
credit of the Participant in his Deferred Cash Account on the last day of the
month preceding the date of distribution.  A Deferred Stock Benefit
will equal the fair market value of the Company common stock credited to the
Participant’s account on the last day of the month preceding the date of
distribution.  The fair market value of the Company common stock
credited to the Participant’s Deferred Stock Account will be the closing price
of the Company stock on the last business day of the month preceding the month
in which the distribution is made.  Amounts payable on account of the
death of a Director will be paid to the Beneficiary designated by the
Director.

      


      (c)           Deferred
Benefits may not be assigned by a Participant or Beneficiary.  A
Participant may use only one Beneficiary Designation Form to designate one or
more Beneficiaries for all of his Deferred Benefits under the Plan; such
designations are revocable.  Each Beneficiary will receive his portion
of the Participant’s Deferred Benefit as soon as practicable following the
Participant’s death.

      


      10.           COMPANY’S
OBLIGATION.

      


                     
The Plan is unfunded.  The Company shall not be required to segregate
any assets that at any time may represent a Deferred Benefit.  Any
liability of the Company to a Participant or Beneficiary under this Plan shall
be based solely on any contractual obligations that may be created pursuant to
this Plan.  No such obligation of the
Company shall be deemed to be secured by a pledge of, or other encumbrance on,
any property of the Company.

      


      11.           CONTROL BY
PARTICIPANT.

      


      A
Participant has no control over Deferred Benefits except according to his
Deferral Election Forms and his Beneficiary Designation Form.

      


      12.           CLAIMS AGAINST PARTICIPANT’S
DEFERRED BENEFITS.

      


      A
Deferred Cash Account and a Deferred Stock Account relating to a Participant
under this Plan shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to
do so is void.  A Deferred Benefit is not 

       

       

      
        
          
          

        

        
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      subject
to attachment or legal process for a Participant’s debts or other
obligations.  Nothing contained in this Plan gives any Participant any
interest, lien, or claim against any specific asset of the Company.  A
Participant or his Beneficiary has no rights other than as a general creditor of
the Company.

       

      13.           AMENDMENT OR
TERMINATION.

      


      Except as
otherwise provided in this section, this Plan may be altered, amended,
suspended, or terminated at any time by the Board.  No amendment or
termination may adversely affect any Participant’s rights under the program
without his or her consent.  Notwithstanding the preceding sentence,
if any amendment to the Plan, subsequent to the date the Plan becomes effective,
adversely affects Deferred Benefits elected hereunder, after the effective date
of any such amendment, and the Internal Revenue Service declines to rule
favorably on any such amendment or to rule favorably only if the Board makes
amendments to the Plan not acceptable to such Board, the Board, in its sole
discretion, may accelerate the distribution of part or all of the amounts
attributable to affected Deferred Benefits due Participants and Beneficiaries
hereunder.

      


      14.           NOTICES.

      


      Notices
and elections under this Plan must be in writing.  A notice or
election is deemed delivered if it is delivered personally or if it is mailed by
registered or certified mail to the person at his last known business
address.

      


      15.           WAIVER.

      


      The
waiver of a breach of any provision in this Plan does not operate as and may not
be construed as a waiver of any later breach.

      


      16.           CONSTRUCTION.

      


      This Plan
is created, adopted, and maintained according to the laws of the State of North
Carolina (except its choice-of-law rules) .  It is governed by those
laws in all respects.  Headings and captions are only for convenience;
they do not have substantive meaning.  If a provision of this Plan is
not valid or not enforceable, that fact in no way affects the validity or
enforceability of any other provision.  Use of one gender includes
all, and the singular and plural include each other.


      
        
          
          

        

        
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