exhibit101.htm


    Exhibit
      10.1

     

    



    AMENDMENT
      NUMBER ONE TO THE

    LOWE’S
      COMPANIES

     CASH
      DEFERRAL PLAN

    


    THIS
      AMENDMENT NUMBER ONE to the Lowe’s
      Companies Cash Deferral Plan, as adopted effective for the fiscal year that
      began January 31, 2004 (the “Plan”), is adopted by Lowe’s Companies, Inc. (the
“Company”) effective as of the dates specified herein.

    


    W
      I T N E S S E T H:

    


    WHEREAS,
the
      Company
      wishes to amend the Plan to (i) change the Plan Year to a calendar year and
      (ii)
      bring the plan in compliance with the requirements of Internal Revenue Code
      Section 409A as created by the American Jobs Creation Act of 2004;

    


    NOW
      THEREFORE, the
      Plan is hereby amended as follows:

    


    1.           The
      definition of “Plan Year” in Section 2 shall be deleted in its entirety and
      replaced with the following effective as of February 1, 2008:

    


    Effective
      February 1, 2008, the calendar year.  The period February 1, 2008
      through December 31, 2008 shall be a short Plan Year.  Prior to
      February 1, 2008, 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).

    


    2.           Section
      5(c)(2) and Section 5(c)(4) of the Plan shall be deleted in their entirety
      and
      replaced with the following effective as of February 1, 2008:

    


    (2)           Elections
      for Subsequent Plan Years.  Effective for Plan Years beginning on
      and after February 1, 2008, Deferral Elections must be made no later than the
      December 31 immediately preceding the beginning of the Plan Year in which the
      Base Pay or the Management Bonus would be earned (e.g., for any Management
      Bonus
      to be paid March 2009, the Deferral Election must be made no later than December
      31, 2007).

    


    (4)           Other
      Rules.  Any revocation of the most recent Deferral Election shall
      be made in a form prescribed by the Committee not later than the deadline that
      would have applied to the Deferral Election (e.g., the revocation of a Deferral
      Election for Base Bay must be made no later than December 31 preceding the
      Plan
      Year in which the Base Pay would be earned).  A Deferral Election
      shall not carry forward to future Plan Years; a new Deferral Election form
      must
      be completed for each Plan Year.

     

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
 

    3.           Effective
      as of January 1, 2005, the last sentence of Section 8 shall be deleted in its
      entirety and replaced with the following:

     

    The
      payment date for a given sub-account, once elected, may not be changed
      thereafter, provided however, that a Participant, at the time the
      Deferral Election is first made, may elect that if he or she separates from
      service before the set payment date for the sub-account, all amounts in the
      sub-account shall be accelerated to a lump sum payment at the time of separation
      from service except
      to
      the extent payment must be delayed for six months following separation from
      service as provided in Section 9(a).

    


    4.           Effective
      as of January 1, 2005, the first sentence of Section 9(a) shall be amended
      to
      read as follows:

    


    Except
      to
      the extent otherwise provided in the last paragraph of this Section 9(a), within
      90 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).

    


    5.           Effective
      as of January 1, 2005, a new paragraph shall be added to the end of Section
      9(a)
      to read as follows:

    


    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.

    


    6.           Effective
      as of February 2, 2007, Section 9(b) and Section 9(c) shall be deleted in their
      entirety and replaced with the following:

    


    (b)  Changing
      the Form of
      Distribution.  Prior to December 31, 2007, the Company may grant
      to Participants a one-time opportunity to change the form of payment of the
      Participant’s Account.  Any such election shall be made in a manner
      and pursuant to rules and procedures established by the Committee and shall
      be
      effective immediately; provided that, in no event shall any such
      election made during calendar year 2007 change a payment that was scheduled
      to
      be made during calendar year 2007 or require a payment to be made in calendar
      year 2007 that was scheduled to be made at a later date.  From and
      after January 1, 2008, a Participant will not be permitted to amend the
      Participant’s election as to the form of payment of his Account
      hereunder.

     

     

    
      
        
          
          

        

        
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    (c)  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 between 30 and 120 days following the
      Participant’s death.

    


    7.           Effective
      as of February 2, 2007, Section 15 of the Plan shall be deleted in its entirety
      and replaced with the following:

     

    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 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.

    


    In
      WITNESS WHEREOF, this Amendment Number One has been executed on the date shown
      below, effective as of the dates specified herein.

    


    


    LOWE’S
      COMPANIES, INC.

    


    


    By:   
       /s/ Maureen
      Ausura                                         



    Title: 
      SVP
 HR                                                              


    


    Date:  11/25/07                                                               

     

     

    
      
        
          
          

        

        
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