FORM OF LOWE'S COMPANIES, INC. PERFORMANCE-BASED RESTRICTED STOCK AGREEMENTS
      FOR ALL KEY EMPLOYEES OTHER THAN ROBERT A. NIBLOCK, LARRY D. STONE AND GREGORY
      M. BRIDGEFORD


     

     

    Exhibit
      10.2

     

     

    PERFORMANCE
      - BASED

     

    RESTRICTED
      STOCK

     

    AWARD
      AGREEMENT

    
 

    Non-transferable

    


    G
      R A N T
      T O

    


    FIRST_NAME-LAST_NAME

    (“Grantee”)

    


    


    by
      Lowe’s
      Companies, Inc. (the “Company”) of

    


    TOTAL_SHARES_GRANTED

    


    shares
      of
      its common stock, $0.50 par value (the “Shares”)

    


    pursuant
      to and subject to the provisions of the Lowe’s Companies, Inc. 2006 Long Term
      Incentive Plan (the “Plan”) and to the terms and conditions set forth on the
      following pages (the “Terms and Conditions”). 

    


    Unless
      terminated earlier in accordance with the Plan or Section 3 of the Terms and
      Conditions, the restrictions imposed under Section 2 of the Terms and Conditions
      will terminate, and the Shares will become vested, as follows:

    


    
      	
               

              Percentage
                of Restricted Shares

            	
              Date
                of Termination

              of
                Restrictions/Vesting

            
	
              100%

               

            	
              Third
                anniversary of Date of Grant 

              if
                Performance Goal is achieved 

               

            


    

    


    IN
      WITNESS WHEREOF, Lowe’s Companies, Inc., acting by and through its duly
      authorized officer, has caused this Agreement to be executed as of the Date
      of
      Grant.

    


    LOWE’S
      COMPANIES, INC.

    


    /s/
      Ben
      Adams

    Ben
      Adams

    Assistant
      Treasurer

    


    


    Date
      of
      Grant: 

    OPTION_DATE

    


    Accepted
      by Grantee: 

    FIRST_NAME-
      LAST_NAME

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      TERMS
        AND CONDITIONS

      


      1. Grant
        of Shares.
        The
        Company hereby grants the Shares to the Grantee, subject to the restrictions
        and
        the other terms and conditions set forth in the Lowe’s Companies, Inc. 2006 Long
        Term Incentive Plan (the “Plan”) and in this Agreement. Capitalized terms used
        herein and not otherwise defined shall have the meanings assigned to such
        terms
        in the Plan.

      


      2. Restrictions.
        All the
        Shares are, and shall remain, “Restricted Shares” and may not be sold,
        transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered
        unless and until the restrictions against transfer imposed by this Section
        2
        terminate as provided in Section 3. 

      


      The
        restrictions against transfer under this Section 2 shall apply to all shares
        of
        the Company’s common stock or other securities issued with respect to Restricted
        Shares hereunder in connection with any merger, reorganization, consolidation,
        recapitalization, stock dividend or other change in capital structure affecting
        the common stock of the Company.

      


      3. Termination
        of Transfer Restrictions; Forfeiture of Restricted Shares.

      


      (a) The
        transfer restrictions imposed under Section 2 will terminate, and the Shares
        shall cease to be Restricted Shares, upon the earlier of: (i)
        the
        Date of Termination of Restrictions/Vesting specified on page 1, provided
        the
        Performance Goal described in Section 4 is achieved, or (ii)
        the
        date of termination of Grantee’s employment with the Company and its Affiliates
        by the Company without Cause or by Grantee’s resignation for Good Reason, in
        either case within twelve (12) months after the occurrence of a Change in
        Control (the period prior to such termination of transfer restrictions being
        referred to as the “Restricted Period”).

      


      (b) Grantee
        shall forfeit all of Grantee’s right, title, and interest in and to the
        Restricted Shares, and such Restricted Shares shall immediately revert to
        the
        Company, (i)
        in the
        event Grantee’s employment with the Company terminates during the Restricted
        Period for any reason other than death, Disability, Retirement or within
        twelve
        (12) months after a Change in Control as described in Section 3(a)(ii), or
        (ii)
        the
        Performance Goal described in Section 4 is not achieved.

      


      (c) In
        the
        event Grantee’s employment with the Company is terminated during the Restricted
        Period due to death, Disability or Retirement, the Restricted Shares shall
        not
        be forfeited but shall remain subject to the transfer restrictions of Section
        2
        until such restrictions terminate or the Restricted Shares are forfeited
        pursuant to (a) or (b) of this Section 3.

      


      (d) The
        definition of “Retirement” for purposes of this Agreement shall have the
        following meaning and not the meaning assigned to such term in the Plan:
        The
        voluntary termination of employment with the approval of the Board at least
        six
        (6) months after the Date of Grant and on or after the date Grantee has attained
        age fifty-five (55) and Grantee’s age plus years of service equal or exceed
        seventy (70); provided that, Grantee has given the Board at least ninety
        (90)
        days advance notice of such Retirement.

      


      4.
        Performance
        Goal.
        The
“Performance Goal” shall be achieved as of the end of the Performance Period if,
        after due inquiry and analysis, the Committee determines and certifies in
        writing that the Average Return on Non-Cash Assets for the Performance Period
        is
        at least _%.

      


      “Performance
        Period” means the three fiscal year period beginning with the fiscal year in
        which the Date of Grant occurs. 

      


      “Average
        Return on Non-Cash Assets” for the Performance Period means the amount
        determined by dividing the
        sum
        of the “Return on Non-Cash Assets” for each fiscal year in the Performance
        Period by
        three
        (3).

      


      “Return
        on Non-Cash Assets” for a fiscal year is determined by dividing:

      (a) the
        Company’s pre-tax earnings plus interest for such fiscal year, by 

      


      (b) the
        average of the Company’s non-cash assets as of the beginning and as of the end
        of such fiscal year.

      


      For
        this
        purpose, non-cash assets means total assets less cash, cash equivalents and
        short term investments.

      


      5. Delivery
        of Shares.
        The
        Shares will be registered in the name of Grantee as of the Date of Grant
        and
        will be held by the Company during the Restricted Period in certificated
        or
        uncertificated form. If a certificate for Restricted Shares is issued during
        the
        Restricted Period with respect to such Shares, such certificate shall be
        registered in the name of Grantee and shall bear a legend in substantially
        the
        following form (in addition to any legend required under applicable state
        securities laws):

      


      “This
        certificate and the shares of stock represented hereby are subject to the
        terms
        and conditions (including forfeiture and restrictions against transfer)
        contained in a Performance-Based Restricted Stock Agreement between the
        registered owner of the 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    

      shares
        represented hereby and Lowe’s Companies, Inc. Release from such terms and
        conditions shall be made only in accordance with the provisions of such
        Agreement, a copy of which is on file in the offices of Lowe’s Companies,
        Inc.”

      


      Stock
        certificates for the Shares, without the above legend, shall be registered
        to
        Grantee or Grantee’s designee upon request of Grantee after the expiration of
        the Restricted Period, but registration may be postponed for such period
        as may
        be required for the Company with reasonable diligence to comply if deemed
        advisable by the Company, with registration requirements under the Securities
        Act of 1933, listing requirements under the rules of any stock exchange,
        and
        requirements under any other law or regulation applicable to the issuance
        or
        transfer of the Shares.

      


      6. Voting
        and Dividend Rights.
        Grantee, as beneficial owner of the Shares, shall have full voting and dividend
        rights with respect to the Shares during and after the Restricted Period.
        If
        Grantee forfeits any rights he or she may have under this Agreement, Grantee
        shall no longer have any rights as a shareholder with respect to the Restricted
        Shares or any interest therein and Grantee shall no longer be entitled to
        receive dividends on such Shares. In the event that for any reason Grantee
        shall
        have received dividends upon such Shares after such forfeiture, Grantee shall
        repay to the Company any amount equal to such dividends.

      


      7. Competing
        Activity.
        If
        Grantee engages in any Competing Activity during Grantee’s employment with the
        Company or an Affiliate or within one year after the termination of Grantee’s
        employment with the Company and its Affiliates for any reason, (a)
        Grantee
        shall forfeit all of Grantee’s right, title and interest in and to any
        Restricted Shares as of the time of the Grantee’s engaging in such Competing
        Activity and such Shares shall revert to the Company immediately following
        such
        event of forfeiture, and (b)
        Grantee
        shall remit, upon demand by the Company, the “Repayment Amount” (as defined in
        the following sentence), with respect to any Shares that were delivered to
        Grantee during the six (6) month period prior to the date Grantee engaged
        in the
        Competing Activity. The “Repayment
        Amount”
is
        the
        aggregate Fair Market Value of the Shares at the time of delivery to Grantee.
        The Repayment Amount shall be payable in cash (which shall include a certified
        check or bank check), by the tender of shares of Common Stock or by a
        combination of cash and Common Stock; provided that, regardless of the Fair
        Market Value of such shares at the time of tender, the tender of the shares
        shall satisfy the obligation to pay the Repayment Amount for the same number
        of
        shares of Common Stock delivered to the Company. For purposes of this Agreement,
        Participant will be deemed to be engaged in a Competing Activity if Participant,
        directly
        or indirectly, owns, manages, operates, controls, is employed by, or
        participates in as a 5% or greater shareholder, partner, member or joint
        venturer, any company which engages in the business activities of the Company
        or
        its Affiliates (the “Business
        Activities”),
        or
engages
        in, as an independent contractor or otherwise, the Business Activities for
        himself or on behalf of another person or entity.

       

      Nothing
        contained in this Section 7 shall be interpreted as or deemed to constitute
        a
        waiver of, or diminish or be in lieu of, any other rights that the Company
        or an
        Affiliate may possess as a result of Grantee’s misconduct
        or direct or indirect involvement with a business competing with the business
        of
        the Company or an Affiliate.

       

      8. No
        Right of Continued Employment.
        Nothing
        in this Agreement shall interfere with or limit in any way the right of the
        Company or any Affiliate to terminate Grantee’s employment at any time, nor
        confer upon Grantee any right to continue in the employ of the Company or
        any
        Affiliate.

      


      9. Payment
        of Taxes.

      


      (a) Upon
        issuance of the Shares hereunder, Grantee may make an election to be taxed
        upon
        such award under Section 83(b) of the Code. To effect such election, Grantee
        shall file an appropriate election with the Internal Revenue Service within
        thirty (30) days after the Date of Grant and otherwise in accordance with
        applicable Treasury Regulations. 

      


      (b) The
        Company will automatically withhold a number of Shares having a fair market
        value equal to the minimum amount of any federal, state and local taxes of
        any
        kind (including Grantee’s FICA obligation) required by law to be withheld,
unless
        Grantee
        notifies the Company thirty (30) days prior to the expiration and termination
        of
        the Restricted Period that he or she will satisfy his or her tax withholding
        obligations in cash. 

      


      (c) If
        Grantee chooses to satisfy his or her tax withholding obligations in cash
        and
        complies
        with the above notification requirement, Grantee will, no later than the
        date as
        of which any amount related to the Shares first becomes includable in Grantee’s
        gross income for federal income tax purposes, pay to the Company, or make
        other
        arrangements satisfactory to the Committee regarding payment of, any federal,
        state and local taxes of any kind (including Grantee’s FICA obligation) required
        by law to be withheld with respect to such amount. 

      


      The
        obligations of the Company under this Agreement will be conditional on such
        payment or arrangements, and the Company, and, where applicable, its Affiliates
        will, to the extent permitted by law, have the right to deduct any such taxes
        from any payment of any kind otherwise due to Grantee.

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      10. Amendment.
        The
        Committee may amend or terminate this Agreement without the consent of Grantee;
        provided, however, that such amendment or termination shall not, without
        Grantee’s consent, reduce or diminish the value of this award determined as if
        all restrictions on the Shares hereunder had expired on the date of such
        amendment or termination.

      


      11. Plan
        Controls.
        The
        terms contained in the Plan, including without limitation the antidilution
        adjustment provisions, are incorporated into and made a part of this Agreement,
        and this Agreement shall be governed by and construed in accordance with
        the
        Plan. In the event of any actual or alleged conflict between the provisions
        of
        the Plan and the provisions of this Agreement, the provisions of the Plan
        shall
        be controlling and determinative.

      


      12. Successors.
        This
        Agreement shall be binding upon any successor of the Company, in accordance
        with
        the terms of this Agreement and the Plan.

      


      13. Severability.
        If any
        one or more of the provisions contained in this Agreement are invalid, illegal
        or unenforceable, the other provisions of this Agreement will be construed
        and
        enforced as if the invalid, illegal or unenforceable provision had never
        been
        included.

      


      14. Notice.
        Notices
        and communications under this Agreement must be in writing and either personally
        delivered or sent by registered or certified United States mail, return receipt
        requested, postage prepaid. Notices to the Company must be addressed
        to:

      


      Lowe’s
        Companies, Inc.

      1000
        Lowe’s Boulevard

      Mooresville,
        NC 28117

      Attn:
        Vice President of Compensation and Benefits

      


      or
        any
        other address designated by the Company in a written notice to Grantee. Notices
        to Grantee will be directed to the address of Grantee then currently on file
        with the Company, or at any other address given by Grantee in a written notice
        to the Company.