exhibit102.htm


    Exhibit
      10.2


    
 

    LOWE’S
      COMPANIES

    


    BENEFIT
      RESTORATION PLAN

    


    AMENDED
      AND RESTATED AS OF JANUARY 1, 2008

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    LOWE’S
      COMPANIES

    


    BENEFIT
      RESTORATION PLAN

    


    AMENDED
      AND RESTATED AS OF JANUARY 1, 2008

    


    
 

    
      
        	 	
                Table
                  of Contents

                 

              	 
	 	 	
                Page
                  No.

              
	
                SECTION
                  1.

              	
                Nature
                  of the Plan

              	
                1

              
	
                SECTION
                  2.

              	
                Definitions

              	
                1

              
	
                SECTION
                  3.

              	
                Eligibility
                  and Participation

              	
                3

              
	
                SECTION
                  4.

              	
                Funding

              	
                4

              
	
                SECTION
                  5.

              	
                Employee
                  Deferrals

              	
                4

              
	
                SECTION
                  6.

              	
                Company
                  Matching Contributions

              	
                5

              
	
                SECTION
                  7.

              	
                Deemed
                  Investment of Account

              	
                5

              
	
                SECTION
                  8.

              	
                Vesting

              	
                6

              
	
                SECTION
                  9.

              	
                Payment
                  of Account

              	
                6

              
	
                SECTION
                  10

              	
                Administration

              	
                7

              
	
                SECTION
                  11.

              	
                Claims
                  Procedure

              	
                8

              
	
                SECTION
                  12.

              	
                Limitation
                  on Participants’ Rights

              	
                8

              
	
                SECTION
                  13.

              	
                Rights
                  of Participants and Beneficiaries

              	
                9

              
	
                SECTION
                  14.

              	
                Plan
                  Binding

              	
                9

              
	
                SECTION
                  15.

              	
                Future
                  of the Plan

              	
                9

              
	
                SECTION
                  16.

              	
                Governing
                  Law

              	
                10

              
	
                SECTION
                  17.

              	
                Compliance
                  with Code Section 409A

              	
                10

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      LOWE’S
        COMPANIES

       

      BENEFIT
        RESTORATION PLAN

       

      AMENDED
        AND RESTATED AS OF JANUARY 1, 2008

       

      


      


      SECTION
        1.    Nature of the
        Plan.

      


      The
        purpose of this Plan is to provide benefits in addition to those provided
        under
        the Lowe’s 401(k) Plan to a select group of management and highly compensated
        employees, within the meaning of Title I of ERISA.  The Plan is
        intended to be non-qualified and unfunded.  The Plan, originally
        adopted effective February 1, 1990, is hereby amended and restated, effective
        as
        of January 1, 2008.

      


      SECTION
        2.    Definitions.

      


      In
        this
        Plan, whenever the context so indicates, the singular or plural number and
        the
        masculine, feminine or neuter gender shall be deemed to include the other
        and
        the terms “he,” “his” and “him” shall refer to a Participant. Unless otherwise
        indicated, section references shall be to this Plan. Where the following
        terms
        appear hereafter in this Plan, they shall have the meanings indicated
        below:

      


      
        	
                401(k)
                  Plan

              	
                The
                  Lowe’s Companies 401(k) Plan, a stock bonus and profit sharing plan
                  that
                  includes a cash or deferred arrangement under Section 401(k) of
                  the
                  Code.

              


      

       

      
        	
                Account

              	
                The
                  account established and maintained for bookkeeping purposes to
                  reflect the
                  interest of a Participant in the Plan.  Each Account shall
                  reflect Employee Deferrals by the Participants and Company Matching
                  Contributions, as well as additions, withdrawals, and adjustments
                  to the
                  Account (including adjustments for appreciation and depreciation
                  in the
                  deemed investments).  Each Account shall include one sub-account
                  for Employee Deferrals and one sub-Account for Company Matching
                  Contributions.  The Account shall be a bookkeeping entry only
                  and shall be utilized solely as a device for the measurement and
                  determination of the amounts to be paid to a Participant or Beneficiary
                  under the Plan.

              


      

       

      
        	
                Base
                  Pay

              	
                The
                  base pay paid to a Participant by the Company in the Plan Year,
                  plus the
                  amount (if any) of (i) Salary Deferral Contributions made on his
                  behalf
                  under the 401(k) Plan, (ii) salary reductions under Section 125
                  of the
                  Code and (iii) any base pay that is deferred under this or any
                  other plan
                  of non-qualified deferred compensation that is adopted and maintained
                  by
                  the Company.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                Beneficiary

              	
                The
                  person (or persons) designated by a Participant to receive benefits
                  under
                  the Plan in the event of the Participant’s death. If a Participant fails
                  to make such designation, the Participant’s Beneficiary shall be deemed to
                  be his surviving spouse, or if none, his
                  estate.

              


      

      


      
        	
                Code

              	
                The
                  Internal Revenue Code of 1986, as
                  amended.

              


      

      


      
        	
                Committee

              	
                The
                  Administrative Committee of the 401(k) Plan appointed by the Board
                  of
                  Directors of the Company, which has been given authority by the
                  Board of
                  Directors to designate Participants and to administer the
                  Plan.

              


      

      


      
        	
                Company

              	
                Lowe’s
                  Companies, Inc, a North Carolina corporation, and its direct or
                  indirect
                  wholly-owned subsidiaries (including wholly-owned limited liability
                  companies).

              


      

      


      
        	
                Compensation

              	
                The
                  salary or wages, overtime premium pay, bonuses, commissions and
                  all other
                  pay considered to be “Deferral Compensation” under the 401(k) Plan but
                  without regard to the Code Section 401(a)(17) limit on
                  compensation.

              


      

       

      
        	
                
                  Company
                    Matching Contributions

                   

                

              	
                The
                  Company matching contributions made under this Plan pursuant to
                  Section
                  6.

              


      

      
        	
                Election
                  Date

              	
                The
                  date by which a Participant must make a Participation Election
                  to
                  participate in the Plan for a Plan Year.  Effective for Plan
                  Years beginning on and after January 1, 2008, the Election Date
                  shall be
                  no later than six months preceding the end of the fiscal year that
                  ends
                  during such Plan Year.

              


      

      


      
        	
                Employee
                  Deferral

              	
                The
                  employee pre-tax deferrals made under this Plan pursuant to Section
                  5.

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      
        	
                ERISA

              	
                Public
                  Law 93-406, popularly known as the “Employee Retirement Income Security
                  Act of 1974,” as amended.

              


      

      


      
        	
                Participant

              	
                Any
                  employee or former employee who has met the applicable eligibility
                  requirements of Section 3 and who has not yet received a complete
                  distribution of his Account.

              


      

      


      
        	
                Participation
                  Election

              	
                A
                  Participant’s irrevocable election under the Plan to participate in the
                  Plan for a given Plan Year.

              


      

      


      
        	
                Plan

              	
                The
                  Lowe’s Companies Benefit Restoration Plan, as set forth herein, and
                  as it
                  may be amended from time to time.

              


      

      


      
        	
                Plan
                  Year

              	
                Effective
                  February 3, 2007, the calendar year.  The period February 3,
                  2007 through December 31, 2007 shall be a short Plan
                  Year.  Prior to February 3, 2007, the Plan Year was the
                  52/53-week period ending on the Friday closest to January 31 of
                  each year
                  (and coinciding with the fiscal year of the
                  Company).

              


      

      


      
        	
                Salary
                  Deferral Contributions

              	
                The
                  contributions made to the 401(k) Plan pursuant to the elections
                  of the
                  Participants as described in Section 4(a) of the 401(k)
                  Plan.

              


      

      


      SECTION
        3.    Eligibility and
        Participation.

      


      An
        employee shall be eligible to participate in the Plan as of the date he is
        designated by the Committee for eligibility, either individually or as a
        member
        of a class of employees.  For Plan Years that begin on and after
        January 1, 2008, until determined otherwise by the Committee, the employees
        who
        are eligible to become Participants for a given Plan Year are those employees
        of
        the Company (i) who are participating in the 401(k) Plan as of the first
        day of
        such Plan Year, and (ii) whose Base Pay as of May 31 immediately preceding
        the
        beginning of such Plan Year, plus target annual bonus for the fiscal year
        that
        ends during such Plan Year, exceeds the Code Section 401(a)(17) annual
        compensation limit for the immediately preceding Plan Year.

      


      Only
        employees who are members of a select group of management and highly compensated
        employees (within the meaning of Title I of ERISA) are eligible to participate
        in the Plan.  Notwithstanding anything to the contrary in the Plan,
        the Committee shall be authorized to modify the eligibility requirements
        and
        rescind the eligibility of any Participant if necessary to ensure that the
        Plan
        is maintained primarily

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      for
        the
        purpose of providing additional benefits to a select group of management
        or
        highly compensated employees under ERISA.

      


      SECTION
        4.    Funding.

      


      The
        Company has established in connection with the Plan a “rabbi trust”
substantially in accordance with the model rabbi trust agreement published
        by
        the Internal Revenue Service in Revenue Procedure 92-64.  Regardless
        of the extent to which the Company chooses to fund its obligations under
        the
        Plan by transferring cash or property to such rabbi trust, the Plan shall
        at all
        times be “unfunded” within the meaning of ERISA and the Code.  When a
        Participant (or Beneficiary) is entitled to a distribution under Section 8,
        such distribution will be paid either by the Company or from assets held
        in the
        rabbi trust, as further described in the trust agreement that established
        such
        rabbi trust.

      


      SECTION
        5.    Employee
        Deferrals.

      


      (a)           Compensation
        Which May Be Deferred.  To participate in the Plan for a Plan
        Year, a Participant must elect to do so for the entire Plan Year by executing
        a
        Participation Election form on a timely basis, as provided
        herein.   If a Participant elects to participate in the Plan and
        make Employee Deferrals for a Plan Year, each payroll period during such
        Plan
        Year, there shall be deducted from the Participant’s Compensation a percentage
        of Compensation equal to the difference between (1) and (2) (but not less
        than
        zero), where

      


      (1)           is
        the lesser of :

      


      (A)           6%;
        or

      


      
        	
                 

              	
                (B)

              	
                the
                  percentage of Compensation the Participant irrevocably elected
                  to defer to
                  the 401(k) Plan for each payroll period during such Plan Year (without
                  regard to any “catch up” deferrals elected to be made to the 401(k) Plan);
                  and

              


      

      


      
        	
                 

              	
                (2)

              	
                the
                  percentage of such Participant’s Compensation credited to the
                  Participant’s account under the 401(k) Plan as a Salary Deferral
                  Contribution for such payroll
                  period.

              


      

      


      (b)           The
        Form of the Participation Election.  A Participation Election
        shall be made in a manner prescribed by the Committee.

      


      (c)           Timing
        of Participation Election.  To participate in the Plan for a Plan
        Year beginning on or after January 1, 2008, a Participant must submit a
        Participation Election form in the manner prescribed by the Committee by
        the
        Election Date.  A Participation Election shall continue for each
        future Plan Year in which the employee remains a Participant, unless and
        until
        the Participant makes a new Participation Election

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      on
        a
        timely basis as provided herein.   Any revocation of the most
        recent Participation Election shall be made in a form prescribed by the
        Committee and shall be effective for a Plan Year only if made by the Election
        Date applicable to such Plan Year.  In the event the Committee
        designates an employee as a Participant in the Plan for a Plan Year and such
        Participant is first hired after the Election Date applicable to such Plan
        Year,
        the initial Participation Election for a such new Participant shall be made
        in a
        form acceptable to the Committee, not later than thirty (30) days after the
        date
        the Participant is eligible to participate in the Plan.

      


      SECTION
        6.     Company
        Matching Contributions.

      


      (a)           Company
        Matching Contributions.  If a Participant elects to participate in
        the Plan for a Plan Year, then each payroll period during such Plan Year,
        the
        Company shall credit to such Participant’s Account under this Plan a Company
        Matching Contribution in an amount equal to (i) 100% of the first 3% of
        Compensation contributed to the Plan on his behalf as an Employee Deferral
        for
        the payroll period, plus (ii) 50% of the next 2% of Compensation contributed
        to
        the Plan on his behalf as an Employee Deferral for the payroll period, plus
        (iii) 25% of the next 1% of Compensation contributed to the Plan on his behalf
        as an Employee Deferral for the payroll period.

      


      (b)           Allocation
        Dates.  The Company Matching Contribution shall be credited to the
        Participant’s Account on the date that the corresponding Company Match
        Contribution under the 401(k) Plan is (or would have been) allocated to the
        Participant’s account under the 401(k) Plan.

      


      SECTION
        7.    Deemed Investment
        of Account.

      


      (a)           Deemed
        Investment of Accounts.  The Committee shall have the authority in
        its discretion to establish from time to time one or more investment options,
        which may be in the form of mutual funds or otherwise, for the deemed investment
        of Participant Accounts.  A Participant may elect to have the
        Participant’s Account deemed to be invested in one or more of such investment
        options.  Any such election by the Participant shall be made and filed
        with the Committee in accordance with procedures established by the Committee
        for such purpose.  The Committee shall also adopt such rules and
        procedures as may be necessary or appropriate to provide for the roper crediting
        of returns from the deemed investment of Participant
        Accounts.  Notwithstanding the foregoing, the Company intends that the
        Plan shall be “unfunded” within the meaning of ERISA and the Code, and the
        provisions in this Section providing for employee deemed investment directions
        shall not require the Company or any other party to make any specific actual
        investments to reflect such directions.

      


      (b)           Annual
        Statement.  At least once each Plan Year, each Participant shall
        be furnished with a statement reflecting the following information:

      


      
        	
                 

              	
                (1)

              	
                The
                  balance (if any) in his Account (including sub-accounts) as of
                  the
                  beginning of the Plan Year.

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 

              	
                (2)

              	
                The
                  amount allocated to his Account (including sub-accounts) for the
                  Plan
                  Year.

              


      

      


      
        	
                 

              	
                (3)

              	
                The
                  new balance in his Account (including
                  sub-accounts).

              


      

      


      SECTION
        8.    Vesting.

      


      Except
        as
        otherwise provided in this Plan, a Participant’s interest in his Account shall
        be 100% vested at all times.

      


      SECTION
        9.    Payment of
        Account.

      


      (a)           Time
        of Payment.  Between 60 and 120 days following a Participant’s
“separation from service” (within the meaning of Code Section 409A and the
        regulations thereunder), the Participant shall receive (or begin to receive)
        payment of the balance of his Account (including any deemed appreciation
        and
        depreciation through the date of distribution).  Notwithstanding the
        foregoing, in no event will distribution be made to a Participant who is
        a
“specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and the
        regulations thereunder, prior to the date which is six months after such
        Participant’s separation from service.

      


      (b)           Form
        of Payment.  In accordance with procedures established by the
        Committee, but in no event later than the later of (i) December 31, 2007
        and
        (ii) thirty days after the date an individual initially becomes a Participant
        under the Plan, the Participant shall make an irrevocable election to have
        his
        Account paid by one of the following three methods:

      


      (1)           Single
        lump sum payment;

      


      (2)           Installments
        payable annually over a period of five (5) years; or

      


      (3)           Installments
        payable annually over a period of ten (10) years,

      


      as
        specified by the Participant on forms made available by the
        Committee.  Notwithstanding the foregoing, a lump sum distribution
        will be paid to a Participant in lieu of installments if as of the date of
        such
        Participant’s separation from service, the Participant’s Account balance is
        $25,000 or less.  If the Participant fails to timely elect a method of
        payment, his Account shall be distributed in a single lump sum
        payment.

      


      In
        the
        event payment is made in installments, the Participant’s Account shall continue
        to be adjusted for additions, withdrawals, deemed appreciation and depreciation
        as provided herein, and the amount of the payment to be made in a given year
        shall be equal to (i) times (ii), where (i) equals the value of the
        Participant’s Account as of the most recent valuation date, and (ii) equals a
        fraction, the numerator of which is one, and 

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      the
        denominator of which is the number of installments remaining to be paid to
        the
        Participant (including the current installment).

      


      All
        payments shall be made in cash.

      


      (c)           No
        Change to Form of Distribution.  The form of payment of a
        Participant’s Account cannot be changed after the deadline for making a form of
        payment election.

      


      (d)           Payment
        to Beneficiary.  In the event a Participant dies before his
        Account has been fully paid to him, his remaining Account will be paid to
        his
        Beneficiary in a single lump sum within 90 days following the Participant’s
        death.

      


      (e)           Withholding.  The
        Company shall withhold from any payment the amount of all applicable federal
        and
        state income and other taxes. In addition, the Company may reduce the amount
        otherwise payable under this Section 8 by any amounts owed by the Participant
        to
        the Company.

      


      SECTION
        10.    Administration.

      


      (a)           In
        General.  The Plan shall be administered by the
        Committee.  The members of the Committee shall be appointed by and may
        be removed by the Board of Directors of the Company, in each case by written
        notice delivered to the Committee member.  A majority of the members
        of the Committee shall constitute a quorum for the transaction of business
        at
        any meeting. Any determination or action of the Committee may be made or
        taken
        by a majority of the members present at any meeting thereof, or without a
        meeting by resolution or written memorandum concurred in by a majority of
        members.  Meetings may be held by telephone or video
        conference.

      


      (b)           Powers
        of the Committee.  The Committee shall administer the Plan in
        accordance with its terms and shall have all powers necessary to carry out
        the
        provisions of the Plan. It shall interpret the Plan and shall determine all
        questions arising in the administration, interpretation and application of
        the
        Plan. It shall determine the eligibility for benefits, the amount of any
        benefit
        due and the manner in which any benefit is to be paid by the Plan. It will
        construe the Plan, supplying any omissions, reconciling any differences and
        determining factual issues relating to the Plan.  The Committee may
        adopt such rules as it deems desirable for the conduct of its affairs. It
        may
        appoint such accountants, counsel, actuaries, specialists and other persons
        as
        it deems necessary or desirable in connection with the administration of
        this
        Plan, and shall be the agent for the service of process.  All powers
        of the Committee shall be exercised in its discretion, and the Committee
        shall
        be given the greatest possible deference permitted by law in the exercise
        of
        such authority.

      


      (c)    
             Electronic
        Administration.  Notwithstanding anything to the contrary in the
        Plan, the Committee may announce from time to time that Participant enrollments,
        Participant elections, annual Participant Account statements and any other
        aspect of 

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      Plan
        administration may be made by telephonic or other electronic means rather
        than
        in paper form.

      


      SECTION
        11.    Claims
        Procedure.

      


      A
        Participant (or Beneficiary) who does not receive a distribution of benefits
        to
        which he believes he is entitled may present a claim to the Company’s Manager of
        Benefits, or his delegate (such manager and his delegate(s) are referred
        to
        hereafter as the “Manager”). The claim for benefits must be in writing and
        addressed to the Manager or to the Company. If the claim for benefits is
        denied,
        the Manager shall notify the Participant (or Beneficiary) in writing within
        90
        days after the Manager initially received the benefit claim. Any notice of
        a
        denial of benefits shall advise the Participant (or Beneficiary) of the basis
        for the denial, any additional material or information necessary for the
        Participant (or Beneficiary) to perfect his claim and the steps which the
        Participant (or Beneficiary) must take to have his claim for benefits
        reviewed.

      


      Each
        Participant (or Beneficiary) whose claim for benefits has been denied may
        file a
        written request for a review of his claim by the Committee. The request for
        review must be filed by the Participant (or Beneficiary) within 60 days after
        he
        receives the written notice denying his claim. The decision of the Committee
        will be made within 60 days after receipt of a request for review and shall
        be
        communicated in writing to the claimant. Such written notice shall set forth
        the
        basis for the Committee’s decision. If there are special circumstances (such as
        the need to hold a hearing) which require an extension of time for completing
        the review, the Committee’s decision shall be rendered not later than 120 days
        after receipt of a request for review. All decisions and interpretations
        of the
        Committee under this Section 11 shall be conclusive and binding upon all
        persons
        with an interest in the Plan and shall be given the greatest deference permitted
        by law.

      


      SECTION
        12.    Limitation on
        Participants’ Rights.

      


      (a)           Non-Guarantee
        of Employment.  The adoption and maintenance of the Plan shall not
        be deemed to constitute a contract of employment or otherwise between the
        Company and any employee, or to be a consideration for, or an inducement
        or
        condition of, any employment. Nothing contained in this Plan shall be deemed
        to
        give an employee the right to be retained in the service of the Company or
        to
        interfere with the right of the Company to discharge, with or without cause,
        any
        employee at any time.

      


      (b)           No
        Assignment of Benefits.  Except as provided in Section 8(d), a
        Participant’s interest in his Account may not be anticipated, assigned (either
        at law or in equity), alienated or subject to attachment, garnishment, levy,
        execution or other legal or equitable process; provided, however, that a
        Participant may designate one or more Beneficiaries.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      (c)           Distributions
        Not Compensation for Purposes of Any Other Plan.  Distributions
        from a Participant’s Account shall not be considered wages, salaries or
        compensation under any other employee benefit plan.

      


      SECTION
        13.    Rights of
        Participants and Beneficiaries.

      


      The
        rights of a Participant or any Beneficiary of the Participant shall be solely
        those of an unsecured general creditor of the Company. A Participant or
        Beneficiary of the Participant shall have the right to receive those payments
        specified under this Plan only from the Company. These parties have no right
        to
        look to any specific or special property separate from the Company to satisfy
        a
        claim for benefit payments.

      


      A
        Participant agrees that he or his
        Beneficiary shall have no right, claim, security interest, or any beneficial
        ownership interest whatsoever in any general asset that the Company may acquire
        or use to help support its financial obligations under this Plan. Any general
        asset used or acquired by the Company in connection with the liabilities
        it has
        assumed under this Plan shall not be deemed to be held under any trust for
        the
        benefit of the Participant or his Beneficiary, and no general asset shall
        be
        considered security for the performance of the obligations of the
        Company.

      


      A
        Participant also understands and agrees that his participation in the
        acquisition of any general asset for the Company shall not constitute a
        representation to the Participant or his Beneficiary that any of them has
        a
        special or beneficial interest in any general asset.

      


      The
        Company’s obligation under this Plan shall be an unfunded and unsecured promise
        to pay. The Company shall not be obligated under any circumstances to fund
        its
        financial obligations under this Plan. All assets which the Company may acquire
        to help cover its financial liabilities are and remain general assets of
        the
        Company subject to the claims of its creditors. The Company does not give,
        and
        the Plan does not give, any beneficial ownership interest in any asset of
        the
        Company to a Participant or his Beneficiary. All rights of ownership in any
        assets are and remain in the Company. The Company’s liability for payment of
        benefits shall be determined only under the provisions of this Plan as it
        may be
        amended from time to time.

      


      SECTION
        14.    Plan
        Binding.

      


      The
        Plan
        shall be binding upon the Company and any successor company through merger,
        acquisition or consolidation, and upon a Participant, his Beneficiary, heirs,
        executors and administrators.

      


      SECTION
        15.    Future of the
        Plan.

      


      The
        Company reserves the right to amend or terminate the Plan (in whole or in
        part)
        at any time, by action of the Company’s Board of
        Directors.  Notwithstanding the foregoing, the Committee may amend the
        Plan without approval of the Board provided

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      that
        the
        Committee determines in good faith that such amendment (i) will not result
        in a
        significant cost increase to the Company; (ii) will not result in the issuance
        of Lowe’s Companies common stock; and (iii) is not limited in impact to only
        officers of the Company.

      


      Any
        termination of the Plan includes the right to pay to Participants upon Plan
        termination the full value of their Accounts in a lump sum, regardless of
        the
        prior elections made by the Participants.  If this Plan is terminated,
        the Committee shall determine how and when amounts credited to affected
        Participant’s Accounts under the Plan will be distributed which distribution
        shall be made only in compliance with Code Section 409A and the regulations
        promulgated thereunder.  The Company intends to have the maximum
        discretionary authority to terminate the Plan and make distributions in
        connection with a “change in control” (as defined in Treasury Regulation Section
        1.409A-3(g)(5)), as is permissible under Code Section 409A and the regulations
        promulgated thereunder.

      


      No
        amendment, modification, or termination of the Plan shall reduce the value
        of
        benefits credited under the Plan prior to such amendment, modification or
        termination.

      


      SECTION
        16.    Governing
        Law.

      


      The
        provisions of this Plan shall be construed and interpreted in accordance
        with
        the laws of the State of North Carolina, except to the extent such laws are
        superseded by ERISA.

      


      SECTION
        17.    Compliance with
        Code Section 409A.

      


      Nothing
        in this Plan shall operate or be construed to cause the Plan to fail to comply
        with the requirements of Code Section 409A and, to the extent applicable,
        it is
        intended that the Plan comply with the provisions of Code Section 409A and
        shall
        be administered in a manner consistent with that intent.  Any
        provision of this Plan that would cause the Plan or any payment made hereunder
        to fail to satisfy Code Section 409A shall have no force and effect until
        amended by the Company to comply with Code Section 409A (which amendment
        may be
        retroactive to the extent permitted by Code Section 409(A)) and may be made
        by
        the Company without the consent of any Participant.

       

       

      
        
          
          

        

        
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      SECTION
        18.    Execution.

      


      To
        record
        the amendment and restatement of this Plan, the Company has caused this document
        to be executed on this   25 day of  
        November   , 2007.

      


      


      LOWE’S
        COMPANIES, INC.

      
 

      By:        /s/
        Maureen
        Ausura                                                
 

      


      Title:     SVP
        HR                                                         
                                                                         

      


      Date:     11/25/07                                                                      
                                                                   


      
        
          
          

        

        
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