EXHIBIT 4.5 - THIRD SUPPLEMENTAL INDENTURE


     

    Exhibit
      4.5

     

     

     

    


     

    


     

     

    __________________________________________

     

     

    THIRD
      SUPPLEMENTAL INDENTURE

     

     

    Dated
      as
      of October 6, 2005

     

    ___________________________________________

     

    between

     

    LOWE’S
      COMPANIES, INC.

     

    and

     

    THE
      BANK OF
      NEW YORK

     

    as
      Trustee

     

    ___________________________________________

     

    Supplemental
      to the Amended and Restated Indenture

     

    Dated
      as
      of December 1, 1995

    ___________________________________________

     

    Creating
      a Series of Securities designated

     

    5.0%
      Notes due 2015

     

    and

     

    Creating
      a Series of Securities designated

     

    5.5%
      Notes due 2035

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      THIRD
        SUPPLEMENTAL INDENTURE, dated as of October 6, 2005 (this “Third
        Supplemental Indenture”),
        between LOWE'S
        COMPANIES, INC.,
        a
        corporation duly organized and existing under the laws of the State of North
        Carolina (the “Company”),
        having its principal office at 1000 Lowe’s Boulevard, Mooresville, North
        Carolina 28117, and THE
        BANK
        OF NEW YORK a
        banking corporation duly organized and existing under the laws of the United
        States, as Trustee (the “Trustee”
or
        the
“Successor
        Trustee”)
        as
        successor trustee to J.P. Morgan Trust Company, National Association (the
        “Resigning
        Trustee”),
        pursuant to that certain Instrument of Resignation, Appointment and Acceptance,
        dated as of April 21, 2004, (the “Resignation
        Instrument”).

       

      W
        I T N E S S E T H :

      


      WHEREAS,
        the Company has heretofore executed and delivered to the Resigning Trustee
        an
        Amended and Restated Indenture, dated as of December 1, 1995 (the “Base
        Indenture”)
        as
        supplemented and amended by this Third Supplemental Indenture (together with
        the
        Base Indenture, the “Indenture”),
        providing for the issuance from time to time of its unsecured unsubordinated
        debentures, notes or other evidences of indebtedness (the “Securities”),
        to be
        issued in one or more series as provided in the Base Indenture; 

       

      WHEREAS,
        pursuant to the Resignation Instrument and the applicable provisions of the
        Base
        Indenture, the Resigning Trustee assigned, transferred, delivered and confirmed
        to the Successor Trustee all right, title and interest of the Resigning Trustee
        under the Indenture, with like effect as if the Successor Trustee was originally
        named as trustee under the Indenture, and the Company accepted the resignation
        of the Resigning Trustee as trustee, Paying Agent, Security Registrar,
        Conversion Agent and Agent under the Indenture and duly appointed the Successor
        Trustee as trustee, Paying Agent, Security Registrar, Conversion Agent and
        Agent
        under the Indenture and confirmed to the Successor Trustee all the rights,
        powers and trusts of the Resigning Trustee under the Base
        Indenture;

       

      WHEREAS,
        it is provided in Section 901 of the Base Indenture that, without the consent
        of
        any Holders, the Company, when authorized by a Board Resolution, and the
        Trustee
        may enter into indentures supplemental thereto (1) to add to, change or
        eliminate any of the provisions of the Indenture in respect of one or more
        series of Securities, provided
        that any
        such addition, change or elimination (i) shall neither (A) apply to any Security
        of any series created prior to the execution of such supplemental indenture
        and
        entitled to the benefit of such provision nor (B) modify the rights of the
        Holder of any such Security with respect to such provision or (ii) shall
        become
        effective only when there is no such Security Outstanding, (2) to add to
        the
        covenants of the Company for the benefit of the Holders of all or any series
        of
        Securities (and if such covenants are to be for the benefit of less than
        all
        series of Securities, stating that such covenants are expressly being included
        solely for the benefit of such series) and (3) to establish the form or terms
        of
        Securities of any series as permitted by Sections 201 and 301 of the Base
        Indenture;

       

                                     WHEREAS,
        the Company, in the exercise of the power and authority conferred upon and
        reserved to it under the provisions of the Indenture and pursuant to appropriate
        Board Resolutions and actions of its authorized officers, has duly determined
        to
        make, execute and deliver to the Trustee this Third Supplemental Indenture
        in
        order to establish the form and terms 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      of,
        and
        to provide for the creation and issuance of, two new series of Securities
        designated as its (i) 5.0% Notes due October 15, 2015 (the “2015
        Notes”),
        in an
        aggregate Principal Amount at Maturity of up to $500,000,000 and (ii) 5.5%
        Notes
        due October 15, 2035 (the “2035
        Notes”
and,
        together with the 2015 Notes, the “Notes”)
        in an
        aggregate Principal Amount at Maturity of up to $500,000,000; and

       

      WHEREAS,
        all things necessary to make the Notes, when executed by the Company and
        authenticated and delivered by the Trustee or any Authenticating Agent (as
        defined in the Indenture) and issued upon the terms and subject to the
        conditions of the Indenture against payment therefor, the valid, binding
        and
        legal obligations of the Company and to make this Third Supplemental Indenture
        a
        valid supplement to the Indenture.

       

      NOW,
        THEREFORE, in order to establish the form and terms of the series of the
        2015
        Notes and the series of the 2035 Notes and for and in consideration of the
        premises and of the covenants contained in the Indenture and for other good
        and
        valuable consideration the receipt and sufficiency of which are hereby
        acknowledged, it is mutually covenanted and agreed, for the equal and
        proportionate benefit of all Holders, as follows:

       

      ARTICLE
        I  

       

      DEFINITIONS
        AND OTHER PROVISIONS OF GENERAL APPLICATION

       

      Section
        101.  Definitions.     For
        all purposes of the Base Indenture and this Third Supplemental Indenture
        relating to the respective series of Notes created hereby, except as otherwise
        expressly provided or unless the context otherwise requires, the terms used
        in
        this Third Supplemental Indenture have the meanings assigned to them in this
        Article. Each capitalized term that is used in this Third Supplemental Indenture
        but not defined herein shall have the meaning specified in the Base
        Indenture.

       

      “Business
        Day”
means
        any day other than a Saturday or Sunday or a day on which banking institutions
        or trust companies in New York City are authorized or required by law,
        regulation or executive order to close.

       

      “Comparable
        Treasury Issue”
means
        the United States Treasury security selected by the Quotation Agent as having
        a
        maturity comparable to the remaining term of the notes to be redeemed that
        would
        be utilized, at the time of selection and in accordance with customary financial
        practice, in pricing new issues of corporate debt securities of comparable
        maturity to the remaining term of such notes.

       

      “Comparable
        Treasury Price”
means,
        with respect to any redemption date, (i) the average of four Reference Treasury
        Dealer Quotations for such redemption date, after excluding the highest and
        lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee
        obtains
        fewer than four such Reference Treasury Deale Quotations, the average of
        all
        such quotations, or (iii) if only one Reference Treasury Dealer Quotation
        is
        received, such quotation.

       

                     
        “Depositary”
means,
        with respect to the Notes issuable in whole or in part in global form, DTC
        and
        any nominee thereof, until a successor is appointed and becomes such


       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      pursuant
        to the applicable provisions of the Indenture, and thereafter “Depositary”
shall
        mean or include such successor and any nominee thereof.

       

      “DTC”
means
        The Depository Trust Company.

       

      “Global
        Note”
means
        a
        Note issued in global form and deposited with or on behalf of the Depositary,
        substantially in the form of the Note attached hereto as Exhibit A-1 or Exhibit
        A-2.

       

      “Interest
        Payment Date”
has
        the
        meaning set forth in Section 204(a) of this Third Supplemental
        Indenture.

       

      “Principal
        Amount at Maturity”
of
        the
        Notes means the principal amount at maturity as set forth on the face of
        each
        respective Note.

       

      “Purchase
        Agreement”
means
        the Purchase Agreement, dated October 3, 2005, between the Company and Merrill
        Lynch, Pierce, Fenner & Smith Incorporated, Wachovia Capital Markets, LLC
        and Banc of America Securities LLC.

       

      “Quotation
        Agent”
means
        the Reference Treasury Dealer appointed by us.

       

      “Reference
        Treasury Dealer”
means
        (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America
        Securities LLC (or their respective affiliates that are Primary Treasury
        Dealers) and their respective successors; provided, however, that if any
        of the
        foregoing shall cease to be a primary U.S. Government securities dealer in
        New
        York City (a “Primary
        Treasury Dealer”),
        we
        will substitute therefor another Primary Treasury Dealer, and (ii) any other
        Primary Treasury Dealer selected by us.

       

      “Reference
        Treasury Dealer Quotations”
means,
        with respect to such Reference Treasury Dealer and any redemption date, the
        average, as determined by the Trustee, of the bid and asked prices for the
        Comparable Treasury Issue (expressed in each case as a percentage of its
        principal amount) quoted in writing to the Trustee by such Reference Treasury
        Dealer at 5:00 p.m., New York City time, on the third Business Day preceding
        such redemption date.

       

      “Regular
        Record Date”
has
        the
        meaning set forth in Section 204(a) of this Third Supplemental
        Indenture.

       

      “Stated
        Maturity”
has
        the
        meaning set forth in Section 203 of this Third Supplemental
        Indenture.

       

      “Treasury
        Rate”
means,
        with respect to any redemption date, the rate per annum equal to the semi-annual
        equivalent yield to maturity of the Comparable Treasury Issue, assuming a
        price
        for the Comparable Treasury Issue (expressed as a percentage of its principal
        amount) equal to the Comparable Treasury Price of such redemption
        date.

       

      Section
        102.  Section
        References. 
           Each reference to a particular section set forth in this Third
        Supplemental Indenture shall, unless the context otherwise requires, refer
        to
        this Third 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    
Supplemental
      Indenture. Each reference to a particular section of the Base Indenture shall
      refer to that particular section of the Base Indenture. 

    
       

      
        ARTICLE
          II

         

        THE
          NOTES

         

      

      
      

      Section
        201.  Title
        of the Notes.    
        The Company hereby creates the 2015 Notes and the 2035 Notes, each as a separate
        series of its Securities issued pursuant to the Indenture. The 2015 Notes
        shall
        be designated as the “5.0% Notes due 2015,” and the 2035 Notes shall be
        designated as the “5.5% Notes due 2035.”

       

      Section
        202.  Amount.    
        The aggregate Principal Amount at Maturity of the 2015 Notes that may be
        authenticated and delivered under this Third Supplemental Indenture is limited
        to $500,000,000, and the aggregate Principal Amount at Maturity of the 2035
        Notes that may be authenticated and delivered under this Third Supplemental
        Indenture is limited to $500,000,000.

       

      Section
        203.  Stated
        Maturity.    
        The Stated Maturity of the 2015 Notes shall be October 15, 2015, and the
        Stated
        Maturity of the 2035 Notes shall be October 15, 2035.

       

      Section
        204.  Interest
        and Payment.
        

       

      (a)  The
        2015
        Notes shall bear interest at 5.0% per annum, and the 2035 Notes shall bear
        interest at 5.5% per annum beginning on the date of issuance until the Notes,
        respectively, are redeemed, paid or duly provided for. Interest shall be
        paid
        semi-annually in arrears on each April 15 and October 15 (each, an “Interest
        Payment Date”),
        commencing on April 15, 2006, to persons in whose names the Notes are registered
        at the close of the Business Day on the April 1 immediately preceding each
        April
        15 or the October 1 immediately preceding each October 15 (each a “Regular
        Record Date”).

       

      (b)  Payments
        of interest on the Notes shall include interest accrued to but excluding
        the
        respective Interest Payment Dates. Interest payments for the Notes shall
        be
        computed on the basis of a 360-day year composed of twelve 30-day months.
        Payments of principal and interest to owners of book-entry interests shall
        be
        made to holders of the Notes on the respective Regular Record Date in accordance
        with the procedures of DTC and its participants in effect from time to time.
        Settlement for the Notes shall be made in immediately available funds. All
        payments of principal and interest shall be made by the Company in immediately
        available funds except as set forth in the applicable Note.

       

      Section
        205.  Optional
        Redemption.
        

       

      (a)  The
        2015
        Notes and/or the 2035 Notes, as the case may be, will be redeemable, in whole
        at
        any time or in part from time to time, at the Company’s option at a redemption
        price equal to the greater of:

       

      (i)  100%
        of
        the principal amount of the 2015 Notes and/or the 2035 Notes to be redeemed;
        or

       

      
        
          
          

        

        
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        (ii) 
the
          sum
          of the present values of the remaining scheduled payments of principal
          and
          interest thereon (not including any portion of such payments of interest
          accrued
          as of the date of redemption), discounted to the date of redemption on
          a
          semi-annual basis (assuming a 360-day year consisting of twelve 30-day
          months)
          at the Treasury Rate, plus 15 basis points with respect to the 2015 Notes,
          and
          20 basis points with respect to the 2035 Notes,

         

        plus,
          in
          each case, accrued interest thereon to but excluding the date of redemption.
          Notwithstanding the foregoing, installments of interest on Notes that are
          due
          and payable on Interest Payment Dates falling on or prior to a redemption
          date
          will be payable on the Interest Payment Date to the registered holders
          as of the
          close of the Business Day on the relevant record date.

         

        (b)  Notice
          of
          any redemption will be mailed at least 30 days but not more than 60 days
          before
          the Redemption Date set forth in such notice to each registered holder
          of the
          2015 Notes and/or the 2035 Notes, as the case may be, to be redeemed. Unless
          the
          Company defaults in payment of the redemption price, on and after the applicable
          Redemption Date, interest will cease to accrue on the Notes or portions
          thereof
          called for redemption. If less than all of the Notes are to be redeemed,
          the
          Notes to be redeemed shall be selected by the Trustee by a method the Trustee
          deems to be fair and appropriate.

         

        Section
          206.  Forms;
          Denominations. 
             The Notes shall be Registered Securities and shall be issued in
          denominations of $1,000 or any integral multiple thereof. The certificates
          for
          the Notes shall be in substantially the forms attached hereto as Exhibit
          A-1 and
          Exhibit A-2.

         

        (a)  Global
          Notes. 
           (i)
          Notes
          shall be issued initially in the form of one or more Global Notes in definitive
          fully registered form without interest coupons, deposited on behalf of
          the
          subscribers for the Notes represented thereby with The Bank of New York,
          at its
          Corporate Trust Office, as custodian for the Depositary and registered
          in the
          name of DTC or a nominee thereof, duly executed by the Company and authenticated
          by the Trustee as provided in the Indenture. The aggregate Principal Amount
          at
          Maturity of the Global Notes may from time to time be increased or decreased
          by
          adjustments made on the records of the Trustee and the Depositary as hereinafter
          provided.

         

        (ii)  Book-Entry
          Provisions. The Company shall execute and the Trustee shall, in accordance
          with
          this Section 206(a)(ii) and Section 303 of the Base Indenture, authenticate
          and
          deliver initially one or more Global Notes that (a) shall be registered
          in the
          name of the Depositary, (b) shall be delivered by the Trustee to the Depositary
          or pursuant to the Depositary’s instructions and (c) shall bear legends
          substantially to the following effect:

         

                                                                               
           “UNLESS THIS CERTIFICATE IS PRESENTED BY AN
          AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY 

                                                                                
          TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE
          

                                                                                
          OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
&
CO. OR TO SUCH 

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

           

        

      

    

    
                         OTHER
        ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC  (AND
        ANY PAYMENT 

                         HEREON
        IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS REQUESTED BY AN AUTHORIZED
        REPRESENTATIVE 

                        
        OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
        BY OR
        TO ANY 

                        
        PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
        INTEREST HEREIN.”

       

      
        
           Section
            207.  Applicability
            of Reports by Company.    
            For purposes of this Third Supplemental Indenture, to the extent information,
            documents or reports are required to be filed with the Commission and
            delivered
            to the Trustee or the Holders, the availability of such information,
            documents
            or reports on the Commission’s Electronic Data Gathering Analysis and Retrieval
            (“EDGAR”)
            system
            or the Company’s website shall be deemed to have satisfied such delivery
            requirements to the Trustee or the Holders, as applicable.

           

          Section
            208.  Applicability
            of Sinking Funds.    
            The provisions of Article Twelve of the Base Indenture shall not apply
            to the
            2015 Notes or the 2035 Notes.

           

          Section
            209.  Applicability
            of Repayment of Securities at Option of Holders.   
            The provisions of Article Thirteen of the Base Indenture shall not apply
            to the
            2015 Notes or the 2035 Notes.

           

          Section
            210.  Applicability
            of Conversion of Securities.    
            The provisions of Article Fourteen of the Base Indenture shall not apply
            to the
            2015 Notes or the 2035 Notes.

          


           

          ARTICLE
            III  

           

          MISCELLANEOUS
            PROVISIONS

           

          Section
            301.  Concerning
            the Indenture.    
            Except as expressly amended hereby, the Base Indenture shall continue
            in full
            force and effect in accordance with the provisions thereof and the Base
            Indenture is in all respects hereby ratified and confirmed. This Third
            Supplemental Indenture and all its provisions shall be deemed a part
            of the Base
            Indenture in the manner and to the extent herein and therein
            provided.

           

          Section
            302.  Severability.   
            If any provision in this Third Supplemental Indenture shall be invalid,
            illegal
            or unenforceable, the validity, legality and enforceability of the remaining
            provisions shall not in any way be affected or impaired thereby.

           

          Section
            303.  Trust
            Indenture Act.   
            If any provision in this Third Supplemental Indenture limits, qualifies
            or
            conflicts with any other provision hereof or of the Base Indenture which
            provision is required to be included in the Base Indenture by any of
            the
            provisions of the Trust Indenture Act, such required provision shall
            control.

           

          Section
            304.  Trustee.    
            The recitals and statements herein are deemed to be those of the Company
            and not
            of the Trustee.

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

           

          
            Section
              305.  Governing
              Law.    
              This Third Supplemental Indenture shall be governed by, and construed
              in
              accordance with, the laws of the State of New York.

             

            Section
              306.  Multiple
              Originals.    
              This Third Supplemental Indenture may be executed in any number of
              counterparts,
              each of which so executed shall be deemed to be an original, but all
              such
              counterparts shall together constitute but one and the same
              instrument.

             

            
              
                
                

              

              7

              
                

              

            

            
              
              

            

             

             

          

        

      

      IN
        WITNESS WHEREOF, the parties have caused this Third Supplemental Indenture
        to be
        duly executed.

       

       

       

      LOWE’S
        COMPANIES, INC.

       

       

      By:
        /s/
        Benjamin S. Adams,
        Jr.                               

            
        Name: Benjamin S. Adams, Jr.

            
        Title: Assistant Treasurer 

       

       

       

      THE
        BANK
        OF NEW YORK, as Trustee

       

       

      By:
        /s/
        Van K.
        Brown                                             


            
        Name: Van K. Brown

            
Title:
        Vice President

       

       

      
        
          
          

        

        
        

        
          

        

      

      
        
        

      

    

     

    
      


      EXHIBIT
        A-1

       

      FORM
        OF
        GLOBAL NOTE

       

      


       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO LOWE’S COMPANIES, INC. OR ITS
        AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
        ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY OR IN
        SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
        ANY
        PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
        HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS
        THE
        REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.

       

      LOWE’S
        COMPANIES, INC.

       

      5.0%
        Notes due October 15, 2015

       

      GLOBAL
        SECURITY

       

                                                                      No.
        [●]                                                                    CUSIP
        No. 548661 CH 8

       

              $500,000,000

      Original
        Principal Amount

       

      Lowe’s
        Companies, Inc., a corporation duly organized and existing under the laws
        of the
        State of North Carolina (herein called the “Company”, which term includes any
        successor Person under the Indenture hereinafter referred to), for value
        received, hereby promises to pay to Cede & Co. or its registered assigns,
        the principal sum of $500,000,000 on October 15, 2015, at the office or agency
        of the Company referred to below, in such coin or currency of the United
        States
        of America as at the time of payment is legal tender for the payment of public
        and private debts, and to pay interest thereon in like coin or currency from
        October 6, 2005, or from the most recent Interest Payment Date on which interest
        has been paid or duly provided for, semi-annually in arrears on April 15
        and
        October 15 in each year, commencing April 15, 2006, at the rate of 5.0% per
        annum until the principal hereof is paid or made available for payment, and
        (to
        the extent lawful) to pay interest at the same rate per annum on any overdue
        principal and premium and on any overdue installments of interest until
        paid.

       

            
        The interest so payable, and punctually paid or duly provided for, on any
        Interest Payment Date, as provided in the Amended and Restated Indenture,
        dated
        as of December 1, 1995 (the “Base Indenture”) between the Company and The Bank
        of New York, as trustee (the “Trustee”), as supplemented by the Third
        Supplemental Indenture dated as of October 6, 2005, between the Company and
        the
        Trustee (the “Third Supplemental Indenture” and, together with 

       

      
        
          
          

        

        A-2-1

        
          

        

      

      
        
        

      

    

    
the
      Base
      Indenture, the “Indenture”) shall be paid to the Person in whose name this Note
      is registered at the close of business on the respective Regular Record Date
      for
      such interest, which shall be the April 1 or October 1 (whether or not a
      Business Day), as the case may be, next preceding such Interest Payment Date.
      Any such interest not so punctually paid or duly provided for will forthwith
      cease to be payable to the Person in whose name this Note is registered on
      such
      Regular Record Date and may either be paid to the Person in whose name this
      Note
      is registered at the close of business on a Special Record Date for the payment
      of such Defaulted Interest to be fixed in accordance with Section 307 of the
      Base Indenture by the Trustee, notice whereof shall be given to the Person
      in
      whose name this Note is registered not less than ten days prior to such Special
      Record Date, or be paid at any time in any other lawful manner, all as more
      fully provided in the Indenture.

    
      
         

        This
          Note
          is a “book-entry” note and is being registered in the name of Cede & Co. as
          nominee of The Depository Trust Company (“DTC”), a clearing agency. Subject to
          the terms of the Indenture, this Note will be held by a clearing agency
          or its
          nominee, and beneficial interests will be held by beneficial owners through
          the
          book-entry facilities of such clearing agency or its nominee in minimum
          denominations of $1,000 and increments of $1,000 in excess thereof.

         

        As
          long
          as this Note is registered in the name of DTC or its nominee, the Trustee
          will
          make payments of principal of and interest on this Note by wire transfer
          of
          immediately available funds to DTC or its nominee. Notwithstanding the
          above,
          the final payment on this Note will be made after due notice by the Trustee
          of
          the pendency of such payment and only upon presentation and surrender of
          this
          Note at its principal corporate trust office or such other office or agencies
          appointed by the Trustee for that purpose and such other locations provided
          in
          the Indenture.

         

        Payments
          of principal of (and premium, if any) and interest on this Note will be
          made at
          the office or agency of the Company maintained for that purpose in the
          Borough
          of Manhattan, The City of New York, in such coin or currency of the United
          States of America as at the time of payment is legal tender for payments
          of
          public and private debts; provided,
          however,
          that at
          the option of the Company, payment of interest may be made by check mailed
          to
          the address of the Person entitled thereto as such address shall appear
          in the
          Security Register.

         

        This
          Note
          is one of a duly authorized series of notes of the Company, designated
          5.0%
          Notes due October 15, 2015 (the “Notes”), limited in aggregate principal amount
          at any time outstanding to FIVE HUNDRED MILLION DOLLARS ($500,000,000)
          which may
          be issued under the Indenture. Reference is hereby made to the Indenture
          and all
          indentures supplemental thereto which are applicable to the Notes for a
          statement of the respective rights, limitations of rights, duties, obligations
          and immunities thereunder of the Company, the Trustee and the Holders of
          the
          Notes, and the terms upon which the Notes are, and are to be, authenticated
          and
          delivered. All terms used in this Note that are defined in the Indenture
          shall
          have the meanings assigned to them in the Indenture.

         

        The
          Notes
          do not have the benefit of any sinking fund obligations.

         

        The
          Notes
          will be redeemable, in whole at any time or in part from time to time,
          at the
          Company’s option at a redemption price equal to the greater of:

         

        
          
            
            

          

          A-2-2

          
            

          

        

        
          
          

        

         

      

      
        (i)  100%
          of
          the principal amount of the Notes to be redeemed; or

         

        (ii)  the
          sum
          of the present values of the remaining scheduled payments of principal
          and
          interest thereon (not including any portion of such payments of interest
          accrued
          as of the date of redemption), discounted to the date of redemption on
          a
          semi-annual basis (assuming a 360-day year consisting of twelve 30-day
          months)
          at the Treasury Rate, plus 15 basis points,

         

        plus,
          in
          each case, accrued interest thereon to but excluding the date of redemption.
          Notwithstanding the foregoing, installments of interest on Notes that are
          due
          and payable on Interest Payment Dates falling on or prior to a redemption
          date
          will be payable on the Interest Payment Date to the registered holders
          as of the
          close of the Business Day on the relevant record date.

         

        Notice
          of
          any redemption will be mailed at least 30 days but not more than 60 days
          before
          the Redemption Date to each registered holder of the Notes to be redeemed.
          Unless the Company defaults in payment of the redemption price, on and
          after the
          Redemption Date, interest will cease to accrue on the Notes or portions
          thereof
          called for redemption. If less than all of the Notes are to be redeemed,
          the
          Notes to be redeemed shall be selected by the Trustee by a method the Trustee
          deems to be fair and appropriate.

         

        If
          an
          Event of Default shall occur and be continuing, the principal of all the
          Notes
          may be declared due and payable in the manner and with the effect provided
          in
          the Indenture.

         

        The
          Indenture contains provisions for defeasance at any time of (a) the entire
          indebtedness of the Company under this Note and (b) certain restrictive
          covenants and the related defaults and Events of Default applicable to
          the
          Company, in each case, upon compliance by the Company with certain conditions
          set forth in the Indenture, which provisions apply to this Note.

         

        The
          Indenture permits, with certain exceptions as therein provided, the amendment
          thereof and the modification of the rights and obligations of the Company
          and
          the rights of the Holders of the Notes under the Indenture at any time
          by the
          Company, the Trustee with the consent of the Holders of a majority in aggregate
          principal amount of the Notes at the time Outstanding. The Indenture also
          contains provisions permitting the Holders of specified percentages in
          aggregate
          principal amount of the Notes at the time Outstanding, on behalf of the
          Holders
          of all Notes, to waive compliance by the Company with certain provisions
          of the
          Indenture and certain past Defaults under the Indenture and their consequences.
          Any such consent or waiver by the Holder of this Note shall be conclusive
          and
          binding upon such Holder and upon all future Holders of this Note and of
          any
          Note issued upon the registration of transfer thereof or in exchange herefor
          or
          in lieu hereof, whether or not notation of such consent or waiver is made
          upon
          this Note.

         

        No
          reference herein to the Indenture and provisions of this Note or of the
          Indenture shall alter or impair the obligation of the Company, which is
          absolute
          and unconditional, to pay the principal of (and premium, if any) and interest
          on
          this Note at the times, place and rate, and in the coin or currency, as
          herein
          prescribed.

         

               
As
          provided in the Indenture and subject to certain limitations on transfer
          of this
          Note by DTC or its nominee, the transfer of this Note is registrable in
          the
          Security Register, upon 

         

      

    

    
      
        
        

      

      A-2-3

      
        

      

    

    
      
      

    

     

    
      surrender
        of this Note for registration of transfer at the office or agency of the
        Company
        in the Borough of Manhattan, The City of New York, duly endorsed by, or
        accompanied by a written instrument of transfer in the form attached hereto
        duly
        executed by the Holder hereof or his attorney duly authorized in writing,
        and
        thereupon one or more new Notes, of authorized denominations and for the
        same
        aggregate principal amount, shall be issued to the designated transferee
        or
        transferees.

       

      The
        Notes
        are issuable only in registered form in denominations of $1,000 and any integral
        multiple thereof. As provided in the Indenture and subject to certain
        limitations therein set forth, the Notes are exchangeable for a like aggregate
        principal amount of Notes of different authorized denomination, as requested
        by
        the Holder surrendering the same.

       

      No
        service charge shall be made for any such registration of transfer or exchange
        of Notes, but the Company may require payment of a sum sufficient to cover
        any
        tax or other governmental charge payable in connection therewith.

       

      Prior
        to
        due presentment of this Note for registration of transfer, the Company, the
        Trustee and any agent of the Company, or the Trustee may treat the Person
        in
        whose name this Note is registered as the owner hereof for all purposes,
        whether
        or not this Note be overdue, and none of the Company, the Trustee or any
        such
        agent shall be affected by notice to the contrary.

       

      Interest
        on this Note shall be computed on the basis of a 360-day year of twelve 30-day
        months.

       

      The
        Company shall furnish to any Holder of record of Notes, upon written request
        and
        without charge, a copy of the Indenture.

       

      The
        Indenture and this Note each shall be governed by and construed in accordance
        with the laws of the State of New York without regard to principles of conflicts
        of law.

       

      Unless
        the certificate of authentication hereon has been executed by the Trustee
        by
        manual signature, this Note shall not be entitled to any benefit under the
        Indenture or be valid or obligatory for any purpose.

       

      
        
          
          

        

        
          A-2-4

          
            

          

        

        
          
          

        

         

      

      
        IN
          WITNESS WHEREOF, LOWE'S COMPANIES, INC. has caused this Note to be signed
          by a
          duly elected or appointed, qualified and serving officer and attested by
          a duly
          elected or appointed, qualified and serving officer.

         

                                                LOWE'S
          COMPANIES,
          INC.

        


        


                                                By_____________________________________________ 

                                                    
          Name: 

                                            
Title: 

        


         

        Dated:
          October 6, 2005

         

        Attest:
          ______________________________________

        Name: 

        Title: 

         

         

        

          TRUSTEE’S
            CERTIFICATE OF AUTHENTICATION

           

          THIS
            IS
            ONE OF THE SECURITIES OF THE SERIES DESIGNATED THEREIN REFERRED TO IN
            THE
            WITHIN-MENTIONED INDENTURE. 

           

                                                  THE
            BANK OF NEW
            YORK

                                                  
 as
            Trustee

          


                                                  By:_____________________________________________ 

                                                                                    
            Authorized Officer

        

         

        
          
            
            

          

          
            A-2-5

            
              

            

          

          
            
            

          

        

         

        
          ABBREVIATIONS

           

              The
            following
            abbreviations, when used in the inscription on the face of this Note,
            shall be
            construed as though they were written out in full according to applicable
            laws
            or regulations:

           

          TEN
            COM -
            tenants in common

          TEN
            ENT -
            tenants by the entireties

          JT
            TEN -
            joint tenants with right of survivorship and not as tenants in
            common

          CUST
            -
            Custodian

          U/G/M/A
            or UNIF GIFT MIN ACT - Uniform Gifts to Minors Act

           

          Additional
            abbreviations may also be used though not in the above list.

           

          
            
              
              

            

            
              A-2-6

              
                

              

            

            
              
              

            

          

           

          
            FORM
              OF
              TRANSFER

             

            FOR
              VALUE
              RECEIVED, the undersigned hereby sells, assigns and transfers unto

            __________________________________________________________________________________________________________________________

            __________________________________________________________________________________________________________________________

            (Please
              print or typewrite name and address of assignee)

            __________________________________________________________________________________________________________________________

            (Please
              insert Social Security or other identifying Number of Assignee)

             

            the
              within Note of Lowe’s Companies, Inc. and does hereby irrevocably constitute and
              appoint

             

            _________________________________________________
              Attorney, to transfer the said Note on the books of the within named
              Lowe’s
              Companies, Inc., with full power of substitution in the premises.

             

            Dated:_______________________ 

                                                                 
              ________________________________________________________

            
              	 	
                      NOTICE:
                        The signature to this assignment must correspond with the
                        name as written
                        upon the face of this Note in every particular without alteration
                        or
                        enlargement or any change whatever.

                    


            

            


            ______________________________________________________

            
              	
                      SIGNATURE
                        GUARANTEED:

                      The
                        signature must be guaranteed by a member of the Securities
                        Transfer Agents
                        

                      Medallion
                        Program.
                        Notarized or witnessed signatures are nor
                        acceptable.

                    


            

            


            
              
                
                

              

              
                A-2-7

                
                  

                

              

               

            

          

        

      

    

    
      PAYMENT
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of payment:

       

      Payment
        shall be made, by wire transfer or otherwise, in immediately available funds,
        to
                         ,
        for the
        account of                                    
        ,
        account number                      ,
        or, if
        mailed by check, to                                         .
        Applicable reports and statements required to be physically delivered under
        the
        terms of the Indenture should be mailed to                                 .
        This
        information is provided by                             ,
        the
        assignee named above, or                                 ,
        as its
        agent.

       

      
        
          
          

        

        
          A-2-8

          
            

          

        

        
          
          

        

         

      

    

    
      EXHIBIT
        A-2

      


      FORM
        OF
        GLOBAL NOTE


       

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO LOWE’S COMPANIES, INC. OR ITS
        AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
        ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY OR IN
        SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
        ANY
        PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
        HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS
        THE
        REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.

       

      LOWE’S
        COMPANIES, INC.

       

      5.5%
        Notes due October 15, 2035

       

       

      GLOBAL
        SECURITY

       

      No.
        [●]                                                                                                
                CUSIP
        No. 548661 CJ 4

       

      $500,000,000

      Original
        Principal Amount

       

          Lowe’s
        Companies, Inc., a corporation duly organized and existing under the laws
        of the
        State of North Carolina (herein called the “Company”, which term includes any
        successor Person under the Indenture hereinafter referred to), for value
        received, hereby promises to pay to Cede & Co. or its registered assigns,
        the principal sum of $500,000,000 on October 15, 2035, at the office or agency
        of the Company referred to below, in such coin or currency of the United
        States
        of America as at the time of payment is legal tender for the payment of public
        and private debts, and to pay interest thereon in like coin or currency from
        October 6, 2005, or from the most recent Interest Payment Date on which interest
        has been paid or duly provided for, semi-annually in arrears on April 15
        and
        October 15 in each year, commencing April 15, 2006, at the rate of 5.5% per
        annum until the principal hereof is paid or made available for payment, and
        (to
        the extent lawful) to pay interest at the same rate per annum on any overdue
        principal and premium and on any overdue installments of interest until
        paid.

       

          The
        interest
        so payable, and punctually paid or duly provided for, on any Interest Payment
        Date, as provided in the Amended and Restated Indenture, dated as of December
        1,
        1995 (the “Base Indenture”) between the Company and The Bank of New York, as
        trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture
        dated as of October 6, 2005, 

       

      
        
          
          

        

        
          A-2-9

          
            

          

        

        
          
          

        

      

    

    
between
      the Company and the Trustee (the “Third Supplemental Indenture” and, together
      with the Base Indenture, the “Indenture”) shall be paid to the Person in whose
      name this Note is registered at the close of business on the respective Regular
      Record Date for such interest, which shall be the April 1 or October 1 (whether
      or not a Business Day), as the case may be, next preceding such Interest Payment
      Date. Any such interest not so punctually paid or duly provided for will
      forthwith cease to be payable to the Person in whose name this Note is
      registered on such Regular Record Date and may either be paid to the Person
      in
      whose name this Note is registered at the close of business on a Special Record
      Date for the payment of such Defaulted Interest to be fixed in accordance with
      Section 307 of the Base Indenture by the Trustee, notice whereof shall be given
      to the Person in whose name this Note is registered not less than ten days
      prior
      to such Special Record Date, or be paid at any time in any other lawful manner,
      all as more fully provided in the Indenture.

    
       

      This
        Note
        is a “book-entry” note and is being registered in the name of Cede & Co. as
        nominee of The Depository Trust Company (“DTC”), a clearing agency. Subject to
        the terms of the Indenture, this Note will be held by a clearing agency or
        its
        nominee, and beneficial interests will be held by beneficial owners through
        the
        book-entry facilities of such clearing agency or its nominee in minimum
        denominations of $1,000 and increments of $1,000 in excess thereof.

       

      As
        long
        as this Note is registered in the name of DTC or its nominee, the Trustee
        will
        make payments of principal of and interest on this Note by wire transfer
        of
        immediately available funds to DTC or its nominee. Notwithstanding the above,
        the final payment on this Note will be made after due notice by the Trustee
        of
        the pendency of such payment and only upon presentation and surrender of
        this
        Note at its principal corporate trust office or such other office or agencies
        appointed by the Trustee for that purpose and such other locations provided
        in
        the Indenture.

       

      Payments
        of principal of (and premium, if any) and interest on this Note will be made
        at
        the office or agency of the Company maintained for that purpose in the Borough
        of Manhattan, The City of New York, in such coin or currency of the United
        States of America as at the time of payment is legal tender for payments
        of
        public and private debts; provided,
        however,
        that at
        the option of the Company, payment of interest may be made by check mailed
        to
        the address of the Person entitled thereto as such address shall appear in
        the
        Security Register.

       

      This
        Note
        is one of a duly authorized series of notes of the Company, designated 5.5%
        Notes due October 15, 2035 (the “Notes”), limited in aggregate principal amount
        at any time outstanding to FIVE HUNDRED MILLION DOLLARS ($500,000,000) which
        may
        be issued under the Indenture. Reference is hereby made to the Indenture
        and all
        indentures supplemental thereto which are applicable to the Notes for a
        statement of the respective rights, limitations of rights, duties, obligations
        and immunities thereunder of the Company, the Trustee and the Holders of
        the
        Notes, and the terms upon which the Notes are, and are to be, authenticated
        and
        delivered. All terms used in this Note that are defined in the Indenture
        shall
        have the meanings assigned to them in the Indenture.

       

      The
        Notes
        do not have the benefit of any sinking fund obligations.

       

      
        
          
          

        

        
          A-2-10

          
            

          

        

        
          
          

        

      

    

     

    
      The
        Notes
        will be redeemable, in whole at any time or in part from time to time, at
        the
        Company’s option at a redemption price equal to the greater of:

       

      (iii)  100%
        of
        the principal amount of the Notes to be redeemed; or

       

      (iv)  the
        sum
        of the present values of the remaining scheduled payments of principal and
        interest thereon (not including any portion of such payments of interest
        accrued
        as of the date of redemption), discounted to the date of redemption on a
        semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
        at the Treasury Rate, plus 20 basis points,

       

      plus,
        in
        each case, accrued interest thereon to but excluding the date of redemption.
        Notwithstanding the foregoing, installments of interest on Notes that are
        due
        and payable on Interest Payment Dates falling on or prior to a redemption
        date
        will be payable on the Interest Payment Date to the registered holders as
        of the
        close of the Business Day on the relevant record date.

       

      Notice
        of
        any redemption will be mailed at least 30 days but not more than 60 days
        before
        the Redemption Date to each registered holder of the Notes to be redeemed.
        Unless the Company defaults in payment of the redemption price, on and after
        the
        Redemption Date, interest will cease to accrue on the Notes or portions thereof
        called for redemption. If less than all of the Notes are to be redeemed,
        the
        Notes to be redeemed shall be selected by the Trustee by a method the Trustee
        deems to be fair and appropriate.

       

      If
        an
        Event of Default shall occur and be continuing, the principal of all the
        Notes
        may be declared due and payable in the manner and with the effect provided
        in
        the Indenture.

       

      The
        Indenture contains provisions for defeasance at any time of (a) the entire
        indebtedness of the Company under this Note and (b) certain restrictive
        covenants and the related defaults and Events of Default applicable to the
        Company, in each case, upon compliance by the Company with certain conditions
        set forth in the Indenture, which provisions apply to this Note.

       

      The
        Indenture permits, with certain exceptions as therein provided, the amendment
        thereof and the modification of the rights and obligations of the Company
        and
        the rights of the Holders of the Notes under the Indenture at any time by
        the
        Company, the Trustee with the consent of the Holders of a majority in aggregate
        principal amount of the Notes at the time Outstanding. The Indenture also
        contains provisions permitting the Holders of specified percentages in aggregate
        principal amount of the Notes at the time Outstanding, on behalf of the Holders
        of all Notes, to waive compliance by the Company with certain provisions
        of the
        Indenture and certain past Defaults under the Indenture and their consequences.
        Any such consent or waiver by the Holder of this Note shall be conclusive
        and
        binding upon such Holder and upon all future Holders of this Note and of
        any
        Note issued upon the registration of transfer thereof or in exchange herefor
        or
        in lieu hereof, whether or not notation of such consent or waiver is made
        upon
        this Note.

       

      No
        reference herein to the Indenture and provisions of this Note or of the
        Indenture shall alter or impair the obligation of the Company, which is absolute
        and unconditional, to pay the principal of (and premium, if any) and interest
        on
        this Note at the times, place and rate, and in the coin or currency, as herein
        prescribed.

       

      
        
          
          

        

        
          A-2-11

          
            

          

        

        
          
          

        

      

       

      
        As
          provided in the Indenture and subject to certain limitations on transfer
          of this
          Note by DTC or its nominee, the transfer of this Note is registrable in
          the
          Security Register, upon surrender of this Note for registration of transfer
          at
          the office or agency of the Company in the Borough of Manhattan, The City
          of New
          York, duly endorsed by, or accompanied by a written instrument of transfer
          in
          the form attached hereto duly executed by the Holder hereof or his attorney
          duly
          authorized in writing, and thereupon one or more new Notes, of authorized
          denominations and for the same aggregate principal amount, shall be issued
          to
          the designated transferee or transferees.

         

        The
          Notes
          are issuable only in registered form in denominations of $1,000 and any
          integral
          multiple thereof. As provided in the Indenture and subject to certain
          limitations therein set forth, the Notes are exchangeable for a like aggregate
          principal amount of Notes of different authorized denomination, as requested
          by
          the Holder surrendering the same.

         

        No
          service charge shall be made for any such registration of transfer or exchange
          of Notes, but the Company may require payment of a sum sufficient to cover
          any
          tax or other governmental charge payable in connection therewith.

         

        Prior
          to
          due presentment of this Note for registration of transfer, the Company,
          the
          Trustee and any agent of the Company, or the Trustee may treat the Person
          in
          whose name this Note is registered as the owner hereof for all purposes,
          whether
          or not this Note be overdue, and none of the Company, the Trustee or any
          such
          agent shall be affected by notice to the contrary.

         

        Interest
          on this Note shall be computed on the basis of a 360-day year of twelve
          30-day
          months.

         

        The
          Company shall furnish to any Holder of record of Notes, upon written request
          and
          without charge, a copy of the Indenture.

         

        The
          Indenture and this Note each shall be governed by and construed in accordance
          with the laws of the State of New York without regard to principles of
          conflicts
          of law.

         

        Unless
          the certificate of authentication hereon has been executed by the Trustee
          by
          manual signature, this Note shall not be entitled to any benefit under
          the
          Indenture or be valid or obligatory for any purpose.

         

        
          
            
            

          

          
            A-2-12

            
              

            

          

          
            
            

          

        

         

        
          IN
            WITNESS WHEREOF, LOWE'S COMPANIES, INC. has caused this Note to be signed
            by a
            duly elected or appointed, qualified and serving officer and attested
            by a duly
            elected or appointed, qualified and serving officer.

           

                                                                                  LOWE'S
            COMPANIES, INC.
             

             

                                                    By_____________________________________________ 

                                                        
              Name: 

                                                
Title: 

            


             

            Dated:
              October 6, 2005

             

            Attest:
              ______________________________________

            Name: 

            Title: 

             

             

            

              TRUSTEE’S
                CERTIFICATE OF AUTHENTICATION

               

              THIS
                IS
                ONE OF THE SECURITIES OF
                THE SERIES DESIGNATED THEREIN REFERRED TO IN THE WITHIN-MENTIONED
                INDENTURE. 

               

                                                      THE
                BANK OF NEW
                YORK

                                                        
as
                Trustee

              


                                                      By:_____________________________________________ 

                                                                                        
                Authorized Officer

               

              
                
                  
                  

                

                
                  A-2-13

                  
                    

                  

                

                
                  
                  

                

                 

              

            

          

          
            ABBREVIATIONS

             

            The
              following abbreviations, when used in the inscription on the face of
              this Note,
              shall be construed as though they were written out in full according
              to
              applicable laws or regulations:

             

            TEN
              COM -
              tenants in common

            TEN
              ENT -
              tenants by the entireties

            JT
              TEN -
              joint tenants with right of survivorship and not as tenants in
              common

            CUST
              -
              Custodian

            U/G/M/A
              or UNIF GIFT MIN ACT - Uniform Gifts to Minors Act

             

            Additional
              abbreviations may also be used though not in the above list.

             

            
              
                
                

              

              
                A-2-14

                
                  

                

              

              
                
                

              

            

             

            
              FORM
                OF
                TRANSFER

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sells, assigns and transfers unto

              __________________________________________________________________________________________________________________________

              __________________________________________________________________________________________________________________________

              (Please
                print or typewrite name and address of assignee)

              __________________________________________________________________________________________________________________________

              (Please
                insert Social Security or other identifying Number of Assignee)

               

              the
                within Note of Lowe’s Companies, Inc. and does hereby irrevocably constitute and
                appoint

               

              _________________________________________________
                Attorney, to transfer the said Note on the books of the within named
                Lowe’s
                Companies, Inc., with full power of substitution in the premises.

               

              Dated:_______________________ 

                                                                   
                ________________________________________________________

              
                	 	
                        NOTICE:
                          The signature to this assignment must correspond with the
                          name as written
                          upon the face of this Note in every particular without
                          alteration or
                          enlargement or any change whatever.

                      


              

              


              ______________________________________________________

              
                	
                        SIGNATURE
                          GUARANTEED:

                        The
                          signature must be guaranteed by a member of the Securities
                          Transfer Agents
                          

                        Medallion
                          Program.
                          Notarized or witnessed signatures are nor
                          acceptable.

                      


              

            

             

            
              
                
                

              

              
                A-2-15

                
                  

                

              

              
                
                

              

            

             

            
              PAYMENT
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of payment:

               

              Payment
                shall be made, by wire transfer or otherwise, in immediately available
                funds, to
                         ,
                for the
                account of                                    
                ,
                account number                      ,
                or, if
                mailed by check, to                                         .
                Applicable reports and statements required to be physically delivered
                under the
                terms of the Indenture should be mailed to                                 .
                This
                information is provided by                             ,
                the
                assignee named above, or                                 ,
                as its
                agent.

            

             

            
              
                
                

              

              
                A-2-16